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Aon (AON) executive Marcell logs RSU vesting and tax-withheld shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Aon plc executive Andy Marcell reported routine equity compensation activity involving restricted share units (RSUs). On March 13, 2026, RSU awards vested and were converted into a total of 1,630 Class A Ordinary Shares at a conversion price of $0.01 per share under Aon’s incentive plan.

To cover tax obligations related to the vesting, approximately 794 shares were withheld by Aon at a price of $321.41 per share, as described in the footnotes. Following these transactions, Marcell directly holds 8,819.57 Class A Ordinary Shares. No open-market purchases or sales were reported; the filing reflects compensation vesting and associated tax withholding.

Positive

  • None.

Negative

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Insider Marcell Andy
Role Global CEO, Solution Lines
Type Security Shares Price Value
Exercise Restricted Share Unit (Right to Receive) 1,166 $0.00 --
Exercise Restricted Share Unit (Right to Receive) 464 $0.00 --
Exercise Class A Ordinary Stock 1,166 $0.00 --
Tax Withholding Class A Ordinary Stock 567.825 $321.41 $183K
Exercise Class A Ordinary Stock 464 $0.00 --
Tax Withholding Class A Ordinary Stock 225.961 $321.41 $73K
Holdings After Transaction: Restricted Share Unit (Right to Receive) — 0 shares (Direct); Class A Ordinary Stock — 9,149.356 shares (Direct)
Footnotes (1)
  1. Class A Ordinary Shares acquired upon the vesting of a restricted share unit award. Class A Ordinary Shares withheld by the issuer for payment of taxes in connection with the vesting of the award. 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. A restricted share unit award was granted on March 23, 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. A restricted share unit award was granted on March 14, 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Marcell Andy
(Last) (First) (Middle)
200 EAST RANDOLPH STREET
(Street)
CHICAGO IL 60601
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Aon plc [ AON ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Global CEO, Solution Lines
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Ordinary Stock 03/13/2026 M(1) 1,166 A (1) 9,149.356 D
Class A Ordinary Stock 03/13/2026 F(2) 567.825 D $321.41 8,581.531 D
Class A Ordinary Stock 03/13/2026 M(1) 464 A (1) 9,045.531 D
Class A Ordinary Stock 03/13/2026 F(2) 225.961 D $321.41 8,819.57 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Unit (Right to Receive) (3) 03/13/2026 M 1,166 (4) 03/15/2026(4) Class A Ordinary Shares 1,166 $0 0 D
Restricted Share Unit (Right to Receive) (3) 03/13/2026 M 464 (5) 03/14/2028(5) Class A Ordinary Shares 464 $0 928 D
Explanation of Responses:
1. Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.
2. Class A Ordinary Shares withheld by the issuer for payment of taxes in connection with the vesting of the award.
3. 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.
4. A restricted share unit award was granted on March 23, 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.
5. A restricted share unit award was granted on March 14, 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.
/s/ Colby Alexis - Colby Alexis pursuant to a power of attorney from Andy Marcell 03/17/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Aon (AON) executive Andy Marcell report in this Form 4?

Andy Marcell reported routine equity compensation activity. Restricted share units vested into 1,630 Class A Ordinary Shares, with a portion of those shares withheld to satisfy tax obligations, resulting in updated direct share ownership.

How many Aon (AON) shares did Andy Marcell acquire through RSU vesting?

He acquired 1,630 Class A Ordinary Shares through the vesting and conversion of restricted share unit awards. These shares were issued on a one-for-one basis under Aon’s incentive compensation plan, with a nominal $0.01 per share payment required under Irish law.

Were any of Andy Marcell’s Aon (AON) transactions open-market sales or purchases?

No open-market sales or purchases were reported. The filing shows derivative exercises from restricted share units and share dispositions classified as tax-withholding to cover taxes owed on the vesting, rather than discretionary trading in the market.

How many Aon (AON) shares were withheld to pay Andy Marcell’s taxes?

Approximately 794 Class A Ordinary Shares were withheld by Aon to cover tax liabilities tied to the RSU vesting. These tax-withholding transactions occurred at a reported price of $321.41 per share, according to the Form 4 footnote disclosures.

What is Andy Marcell’s Aon (AON) share ownership after these transactions?

After the vesting and related tax withholding, Andy Marcell directly owns 8,819.57 Class A Ordinary Shares. This figure reflects his updated holdings following the derivative exercises and the shares withheld by Aon to satisfy associated tax obligations.

How do the Aon (AON) restricted share units convert into ordinary shares?

Each restricted share unit converts into one Class A Ordinary Share on vesting. Footnotes state the RSUs convert on a 1-for-1 basis, and under Irish law the reporting person agrees to pay the issuer the nominal value of $0.01 per share issued.