Redeemable Noncontrolling Interest

12 Months Ended

Dec. 31, 2024

Legacy AON Stockholders own 17,868,095 AON LLC Common Units, equal to a 39.5% of the economic interest in AON LLC as of December 31, 2024. Legacy AON Stockholders also own 14,867,850 shares of Class B Common Stock and 3,000,245 of Class B Prefunded Warrants, which, together with the AON LLC Common Units, may be redeemed at the option of each Legacy AON Stockholder on a one-for-one basis for shares of Class A Common Stock or the cash equivalent thereof (based on the market price of the shares of Class A Common Stock at the time of redemption) as determined by New AON. If New AON elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock no later than ten (10) business days after the redemption notice date. Upon the redemption of the AON LLC Common Units and Class B Common Stock for shares of Class A Common Stock or the equivalent thereof, all redeemed shares of Class B Common Stock will be cancelled. The redemption value is determined based on a five-day volume weighted average price (”VWAP”) of the Class A common shares, subject to customary conversion rate adjustments for share splits, share dividends, and similar events affecting Class A Common Stock. After each redemption, AON LLC equity attributable to New AON and the Legacy AON Shareholders is adjusted to reflect New AON’s and the Legacy AON Shareholders’ ownership in AON LLC.

When applying SEC guidance concerning mezzanine classification, the Company understands that due to the NCI holders having control of the Board, if there is a sequence of remotely possible events that could trigger a redemption, this requires the instrument to be classified as temporary equity, without any regard to probability. Accordingly, though the redemption would require such a remotely possible sequence of events, and such remote sequence of events would also require, in management’s view, the Company to take extraordinary actions in order to allow such sequence of events to be remotely possible, the noncontrolling interest is currently classified as temporary equity. In the event that the controlling shareholders control redemption of the shares, the noncontrolling interest will be presented as permanent equity.

The redeemable noncontrolling interest is recognized at the greater of (1) its initial fair value plus accumulated earnings/(losses) associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. At December 31, 2024, the redeemable noncontrolling interest was recorded based on its redemption value of $87.7 million represented a decrease of $79.4 million from its redemption value as of December 31, 2023. This measurement adjustment decreased additional paid in capital by $19.0 million and increased retained earnings (deficit) by $63.6 million. Each time a change of interest occurs, AON LLC equity attributable to AON Inc. and the Legacy AON Shareholders is rebalanced to reflect the changes in AON Inc.’s and the Legacy AON Shareholder’s ownership in AON LLC that occurred throughout the period.

The following table summarizes the economic ownership of AON LLC, for the year ended December 31, 2024.


	Year ended December 31, 2024
	AON LLC Units
	AON Inc.		Legacy AON Stockholders		Total
Beginning of Period	13,330,051		28,109,796		41,439,847
Additional Common Units Issued	10,736,349		—		10,736,349
Accrual of Series A Preferred Units	1,069,290		—		1,069,290
Repurchases of Common Units	(132,902)		(170,118)		(303,020)
Redemption of Common Units	10,071,583		(10,071,583)		—
Total Common Units as of December 31, 2024	35,074,371		17,868,095		52,942,466
End of Period	35,074,371		17,868,095		52,942,466
Allocation of income to controlling and noncontrolling interests	46.0	%	54.0	%	100.0	%
Allocation of losses to controlling and noncontrolling interests(1)	35.7	%	64.3	%	100.0	%

(1) As discussed in Note 15, Series A Preferred Stock units are included in the ownership basis of AON Inc. on an accrued basis and considered participating securities for basic and diluted loss per share, but do not participate in losses. As a result, the consolidated net loss of AON LLC, during the year ended December 31, 2024, were allocated to the NCI to reflect the absorption of the Legacy AON Stockholders to a portion of the consolidated net loss of AON LLC. Net losses were not attributed to Series A Preferred Stock.