Stevens Lisa 4

What Happened

• Lisa Stevens, Chief Administrative Officer of Aon plc, received equity awards that settled/vested on February 12–13, 2026, resulting in the issuance of approximately 17,915 Class A ordinary shares (combining performance-share-unit and restricted-share-unit settlements). To cover tax withholding, the issuer withheld about 8,500.67 shares (disposed), producing total cash proceeds of approximately $2,680,096 (broken out as $2,380,189; $225,591; and $74,316). After withholding, Stevens retained roughly 9,414 net shares from these settlements.
• These were award/settlement transactions (codes A and M for awards/exercise/conversion and F for tax withholding), not open-market purchases or discretionary sales.

Key Details

• Transaction dates: Awards/settlements dated Feb 12–13, 2026; Form 4 filed Feb 17, 2026.
• Withheld/disposed shares and proceeds:
  • 7,568.408 shares withheld @ $314.49 → $2,380,189
  • 701.247 shares withheld @ $321.70 → $225,591
  • 231.011 shares withheld @ $321.70 → $74,316
  • Total withheld ≈ 8,500.67 shares for total proceeds ≈ $2,680,096
• Shares issued/awarded:
  • 15,856 shares issued on Feb 12 under settlement of performance share units (PSUs) (F1).
  • 2,059 shares from restricted-share-unit-related settlement/conversion (issued at nominal consideration per Irish law) (F4, F5).
  • Additional conversion/exercise entries of 1,451 and 478 shares recorded on Feb 13 as part of derivative conversions (M).
• Net shares retained from these settlements ≈ 17,915 awarded − 8,500.67 withheld ≈ 9,414 shares (approximate; filing does not list total post-transaction holdings).
• Notable footnotes:
  • F1: PSUs from the 18th cycle settled based on company performance for 2023–2025.
  • F3: Withholdings represent shares retained by the issuer to satisfy tax liabilities on vesting.
  • F5–F8: RSU conversion is 1-for-1; vesting schedules and grants referenced (some awards vest in thirds over three years).
  • F2: Mentions prior ESPP purchases that are included in other holdings disclosures.
• Filing timeliness: Form filed Feb 17, 2026 reporting Feb 12–13 transactions (filing date shown on Form 4).

Context

• These transactions reflect award settlements and routine tax-withholding rather than voluntary open-market selling. The withheld shares were used to pay taxes, a common "net settlement" practice for vested equity.
• For retail investors: awards and subsequent withholding do not necessarily signal an insider view of the stock; they reflect compensation and tax mechanics. The $2.68M shown are proceeds from withholding, not discretionary sales by the insider.