Simon Mindy F. 4

4 · Aon plc · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

Aon (AON) COO Mindy F. Simon Receives Award; Shares Withheld

What Happened

Mindy F. Simon, Chief Operating Officer of Aon plc, received equity on Feb 12–13, 2026 from the vesting/settlement of performance share units and restricted share units. The filing shows awards/settlements of 5,550 shares (PSUs) and 1,113 shares (RSUs), plus 254 shares from a conversion/exercise event.
To cover tax liabilities tied to these awards, the issuer withheld 2,378.1 shares on Feb 12 (priced at $314.49, totaling $747,889) and 108.836 shares on Feb 13 (priced at $321.70, totaling $35,013) — about 2,486.94 shares withheld for taxes (≈ $783k).

Key Details

Transaction dates: Feb 12, 2026 and Feb 13, 2026. Form filed Feb 17, 2026 (file appears to be more than the standard 2 business days after some transactions).
Transaction codes: A = award/grant (shares issued on settlement); M = exercise/conversion of a derivative (RSU/award conversion); F = shares withheld/disposed to pay taxes.
Shares shown as acquired: 5,550 (PSU settlement) and 1,113 (RSU conversion); an additional 254-share conversion/exercise is reported.
Shares withheld for taxes (disposed): 2,378.1 @ $314.49 ($747,889) and 108.836 @ $321.70 ($35,013).
Shares owned after the transactions: not specified in the filing.
Relevant footnotes:
- F1: 5,550 shares issued on PSU settlement based on 2023–2025 performance per the Organization & Compensation Committee.
- F2: Shares withheld by issuer to satisfy tax withholding.
- F3–F6: RSU vesting/settlement mechanics (1-for-1 conversion, nominal payment per Irish law, and multi-year vesting schedule).

Context

This was not a market purchase or open-market sale; it reflects routine equity compensation settlement and the common practice of share withholding to pay taxes. The F-coded "disposals" are not sales for cash but tax withholding by the issuer.
For derivative/RSU entries: the filing shows conversion/exercise of award units into Class A ordinary shares (some reported at nominal $0 under Irish law).

Form 4

Period: 2026-02-12

Chief Operating Officer

Transactions

Award
Class A Ordinary Stock
[F1]
2026-02-12+5,550→ 8,729.421 total
Tax Payment
Class A Ordinary Stock
[F2]
2026-02-12$314.49/sh−2,378.1$747,889→ 6,351.321 total
Exercise/Conversion
Class A Ordinary Stock
[F3]
2026-02-13+254→ 6,605.321 total
Tax Payment
Class A Ordinary Stock
[F2]
2026-02-13$321.70/sh−108.836$35,013→ 6,496.485 total
Award
Restricted Share Unit (Right to Receive)
[F4][F5]
2026-02-12+1,113→ 1,113 total
Exp: 2029-02-12→ Class A Ordinary Shares (1,113 underlying)
Exercise/Conversion
Restricted Share Unit (Right to Receive)
[F4][F6]
2026-02-13−254→ 508 total
Exp: 2028-02-13→ Class A Ordinary Shares (254 underlying)

Footnotes (6)

[F1]Represents Class A Ordinary Shares issued upon the settlement of performance share unit awards originally granted approximately three years ago under the eighteenth cycle of the Company's Leadership Performance Program. The number of shares issued was determined by the Organization and Compensation Committee of the Board of Directors on February 12, 2026, based on the Company's performance for the period from January 1, 2023 to December 31, 2025.
[F2]Class A Ordinary Shares withheld by the issuer for payment of taxes in connection with the vesting of the award.
[F3]Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.
[F4]The restricted share unit award converts to Class A Ordinary Shares on a 1-for-1 basis. In accordance with Irish law, the reporting person agreed to pay the issuer the nominal value of $0.01 per share issued to the reporting person.
[F5]The restricted share unit award vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan, as amended and restated, as follows: 33 1/3% of the award vests on each of the first through third anniversary of the date of the grant.
[F6]A restricted share unit award was granted on February 13, 2025, and vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan, as amended and restated: 33 1/3% of the award vests on each of the first through third anniversary of the date of grant.

Signature

/s/ Colby Alexis - Colby Alexis pursuant to a power of attorney from Mindy Simon|2026-02-17

1 file