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Aon plc·4

Feb 17, 5:22 PM ET

Zeidel Darren 4

4 · Aon plc · Filed Feb 17, 2026

Research Summary

AI-generated summary of this filing

Updated

Aon (AON) GC Darren Zeidel Receives Awards; Shares Withheld

What Happened

  • Darren Zeidel, General Counsel of Aon plc (AON), received shares from vested awards (performance and restricted share units) in mid‑February 2026. The filing shows 7,135 shares issued upon settlement of performance share units and 1,113 restricted share units that converted to ordinary shares. To cover tax obligations, the issuer withheld a total of 3,174.062 shares, representing approximately $1,001,661 in tax withholding.
  • In addition, the filing records conversion/exercise of derivative awards on Feb 13 (entries for 871 and 209 shares). The withholding transactions were treated as dispositions for tax purposes (transaction code F), while the awards/conversions are coded as acquisitions/exercises (A and M).

Key Details

  • Transaction dates: Feb 12–13, 2026. Filing date: Feb 17, 2026 (appears later than the typical two-business-day Form 4 deadline).
  • Shares issued/vested: 7,135 (performance share units) + 1,113 (restricted share units) = 8,248 shares shown as acquired/converted.
  • Shares withheld for taxes (dispositions, code F): 2,695.636 shares @ $314.49 = $847,751 (Feb 12); 385.841 shares @ $321.70 = $124,125 (Feb 13); 92.585 shares @ $321.70 = $29,785 (Feb 13). Total withheld = 3,174.062 shares; total cash value ≈ $1,001,661.
  • Shares owned after the transactions: not specified in the provided filing data.
  • Footnotes of note:
    • F1: 7,135 shares were issued upon settlement of performance share units, determined by the Board committee based on 2023–2025 performance.
    • F2: Shares were withheld by Aon to satisfy tax withholding.
    • F3–F7: Restricted share unit awards convert 1-for-1 to Class A Ordinary Shares, vesting schedules described (typical 33 1/3% annual vesting); under Irish law the reporting person paid a nominal $0.01 per share when issued.

Context

  • These transactions are award vestings and conversions, not open-market purchases or voluntary sales. The withheld-share entries (code F) are standard net-settlement/tax-withholding actions when equity awards vest — economically the company retained some issued shares to pay the tax bill rather than the insider selling shares on the open market.
  • For retail investors: award receipts are common executive compensation events and do not necessarily signal a change in insider sentiment. The conversion/exercise entries (code M) reflect derivative awards converting to ordinary shares. The apparent late filing (Feb 17 for Feb 12–13 transactions) is an administrative timing issue noted in the record; Form 4s are generally due within two business days of the transaction.

Insider Transaction Report

Form 4
Period: 2026-02-12
Aon plcAON
Zeidel Darren
General Counsel
Transactions
  • Award

    Class A Ordinary Stock

    [F1]
    2026-02-12+7,135→ 27,388.161 total
  • Tax Payment

    Class A Ordinary Stock

    [F2]
    2026-02-12$314.49/sh−2,695.636$847,751→ 24,692.525 total
  • Exercise/Conversion

    Class A Ordinary Stock

    [F3]
    2026-02-13+871→ 25,563.525 total
  • Tax Payment

    Class A Ordinary Stock

    [F2]
    2026-02-13$321.70/sh−385.841$124,125→ 25,177.684 total
  • Exercise/Conversion

    Class A Ordinary Stock

    [F3]
    2026-02-13+209→ 25,386.684 total
  • Tax Payment

    Class A Ordinary Stock

    [F2]
    2026-02-13$321.70/sh−92.585$29,785→ 25,294.099 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]
    2026-02-13−871→ 0 total
    Exp: 2026-02-16→ Class A Ordinary Shares (871 underlying)
  • Exercise/Conversion

    Restricted Share Unit (Right to Receive)

    [F4][F7]
    2026-02-13−209→ 419 total
    Exp: 2028-02-13→ Class A Ordinary Shares (209 underlying)
Footnotes (7)
  • [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 16, 2023 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.
  • [F7]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 Darren Zeidel|2026-02-17

Documents

1 file
  • 4
    ownership.xmlPrimary

    4