Gregory C. Case - Feb 15, 2024 Form 4 Insider Report for Aon plc (AON)

Role: Chief Executive Officer, Director
Signature: /s/ Colby Alexis - Colby Alexis pursuant to a power of attorney from Greg Case
Stock symbol: AON
Transactions as of: Feb 15, 2024
Transactions value $: -$17,983,650
Form type: 4
Date filed: 2/20/2024, 05:33 PM
Previous filing: Feb 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AON	Class A Ordinary Stock	Award		+126K	+41.87%		427K	Feb 15, 2024	Direct	F1
transaction	AON	Class A Ordinary Stock	Tax liability	-$17.7M	-56.2K	-13.15%	$314.37	371K	Feb 15, 2024	Direct	F2
transaction	AON	Class A Ordinary Stock	Options Exercise		+2.36K	+0.63%		374K	Feb 16, 2024	Direct	F3
transaction	AON	Class A Ordinary Stock	Tax liability	-$310K	-995	-0.27%	$311.24	373K	Feb 16, 2024	Direct	F2
holding	AON	Class A Ordinary Stock						223K	Feb 15, 2024	By GRAT
holding	AON	Class A Ordinary Stock						128K	Feb 15, 2024	By Trust
holding	AON	Class A Ordinary Stock						128K	Feb 15, 2024	By Trust
holding	AON	Class A Ordinary Stock						145K	Feb 15, 2024	By Trust
holding	AON	Class A Ordinary Stock						145K	Feb 15, 2024	By Trust
holding	AON	Class A Ordinary Stock						400K	Feb 15, 2024	By GRAT

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AON	Restricted Share Unit (Right to Receive)	Options Exercise	$0	-2.36K	-33.32%	$0.00	4.71K	Feb 16, 2024	Class A Ordinary Shares	2.36K		Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents Class A Ordinary Shares issued upon the settlement of performance share unit awards originally granted approximately three years ago under the sixteenth 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 15, 2024, based on the Company's performance for the period from January 1, 2021 to December 31, 2023.
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	A restricted share unit award was granted on February 17, 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.