10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

FORM 10-K

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED		DECEMBER 31, 2025
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-7933

___________________________________________________________________________________________

Aon plc

(Exact name of registrant as specified in its charter)

IRELAND	98-1539969
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

15 George's Quay, Dublin 2, Ireland	D02 VR98
(Address of principal executive offices)	(Zip Code)

+353 1 266 6000

(Registrant’s Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares $0.01 nominal value	AON	New York Stock Exchange
Guarantees of Aon plc’s 2.875% Senior Notes due 2026	AON26	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.850% Senior Notes due 2027	AON27	New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.125% Senior Notes due 2027	AON27B	New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.150% Senior Notes due 2029	AON29	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.050% Senior Notes due 2031	AON31	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.600% Senior Notes due 2031	AON31A	New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.300% Senior Notes due 2031	AON31B	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.000% Senior Notes due 2032	AON32	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.350% Senior Notes due 2033	AON33	New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.450% Senior Notes due 2034	AON34	New York Stock Exchange
Guarantees of Aon plc’s 4.250% Senior Notes due 2042	AON42	New York Stock Exchange
Guarantees of Aon plc’s 4.450% Senior Notes due 2043	AON43	New York Stock Exchange
Guarantees of Aon plc’s 4.600% Senior Notes due 2044	AON44	New York Stock Exchange
Guarantees of Aon plc’s 4.750% Senior Notes due 2045	AON45	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.900% Senior Notes due 2051	AON51	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 3.900% Senior Notes due 2052	AON52	New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.750% Senior Notes due 2054	AON54	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

________________________________________________________________________________________________________________________________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025, the aggregate market value of the registrant’s Class A Ordinary Shares held by non-affiliates of the registrant was $76,965,213,677 based on the closing sales price as reported on the New York Stock Exchange — Composite Transaction Listing.

Number of the registrant’s Class A Ordinary Shares of Aon plc, $0.01 nominal value, outstanding as of February 12, 2026: 214,254,496.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for its 2026 Annual General Meeting of Shareholders are incorporated by reference in this report in response to Part III, Items 10, 11, 12, 13, and 14.

Information Concerning Forward-Looking Statements

This report contains certain statements related to future results, or states our intentions, beliefs, and expectations or predictions for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements represent management’s expectations or forecasts of future events. These statements include statements about our plans, objectives, strategies, financial performance and outlook, trends, prospects or other future events and involve known and unknown risks that are difficult to predict. Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “positioned,” “intend,” “plan,” “probably,” “potential,” “looking forward,” “continue,” “ensure,” “commit,” “target,” and other similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” and “would.” You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. For example, we may use forward-looking statements when addressing topics such as: market and industry conditions, including competitive and pricing trends; changes in our business strategies and methods of generating revenue; the development and performance of our services and products; changes in the composition or level of our revenues; our cost structure and the outcome of cost-saving or restructuring initiatives, including the impacts of the Accelerating Aon United Program; the outcome of contingencies; dividend policy; the expected impact of acquisitions, dispositions, and other significant transactions or the termination thereof; litigation and regulatory matters; pension obligations; cash flow and liquidity; expected effective tax rate; expected foreign currency translation impacts; potential changes in laws or future actions by regulators; and the impact of changes in accounting rules. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors, which may be revised or supplemented in subsequent reports filed or furnished with the Securities and Exchange Commission, that could impact results include:

•changes in the competitive environment, due to macroeconomic conditions or otherwise, or damage to our reputation;

•fluctuations in currency exchange, interest, or inflation rates that could impact our financial condition or results;

•changes in global equity and fixed income markets that could affect the return on invested assets;

•changes in the funded status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;

•the level of our debt and the terms thereof reducing our flexibility or increasing borrowing costs;

•rating agency actions that could limit our access to capital and our competitive position;

•our global tax rate being subject to a variety of different factors, including the adoption and implementation in the European Union, the United States, the United Kingdom, or other countries of the Organization for Economic Co-operation and Development tax proposals or other pending proposals in those and other countries, which could create volatility in that tax rate;

•changes in our accounting estimates and assumptions on our financial statements;

•limits on our subsidiaries’ ability to pay dividends or otherwise make payments to their respective parent entities;

•the impact of legal proceedings and other contingencies, including those arising from acquisition or disposition transactions, errors and omissions and other claims against us (including proceedings and contingencies relating to transactions for which capital was arranged by Vesttoo Ltd. or related to actions we may take in being responsible for making decisions on behalf of clients in our investment businesses or in other advisory services that we currently provide, or may provide in the future);

•the impact of, and potential challenges in complying with, laws and regulations of the jurisdictions in which we operate, particularly given the global nature of our operations and the possibility of differing or conflicting laws and regulations, or the application or interpretation thereof, across such jurisdictions, including but not limited to in the areas of cybersecurity, data privacy, and artificial intelligence;

•the impact of any regulatory investigations brought in Ireland, the United Kingdom, the United States, and other countries;

•failure to protect intellectual property rights or allegations that we have infringed on the intellectual property rights of others;

•general economic and political conditions in the countries in which we do business around the world;

•the failure to retain, attract and develop experienced and qualified personnel;

•international risks associated with our global operations, including geopolitical conflicts, tariffs, or changes in trade policies;

•the effects of natural or human-caused disasters, including the effects of health pandemics and the impacts of climate-related events;

•any system or network disruption or breach resulting in operational interruption or improper disclosure of confidential, personal, or proprietary data, and resulting liabilities or damage to our reputation;

•our ability to develop, implement, update, and enhance new technology;

•the actions taken by third parties that perform aspects of our business operations and client services;

•our ability to continue, and the costs and risks associated with growing, developing and integrating acquired business, and entering into new lines of business or products;

•our ability to secure regulatory approval and complete transactions, and the costs and risks associated with the failure to consummate proposed transactions;

•changes in commercial property and casualty markets, commercial premium rates or methods of compensation;

•our ability to develop and implement innovative growth strategies and initiatives intended to yield cost savings (including the Accelerating Aon United Program) and the ability to achieve such growth or cost savings;

•the effects of Irish law on our operating flexibility and the enforcement of judgments against us; and

•adverse effects on the market price of Aon’s securities and/or operating results for any reason, including, without limitation, because of a failure to realize the expected benefits of the acquisition of NFP, (including anticipated revenue and growth synergies) in the expected timeframe, or at all.

Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors identified above are not exhaustive. Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, readers should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We are under no (and expressly disclaim any) obligation to update or alter any forward-looking statement that we may make from time to time, whether as a result of new information, future events, or otherwise. Further information about factors that could materially affect Aon, including our results of operations and financial condition, is contained in the “Risk Factors” section in Part I, Item 1A of this report.

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Table of Contents

PART I
	Item 1. Business
	Item 1A. Risk Factors
	Item 1B. Unresolved Staff Comments
	Item 1C. Cybersecurity
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Mine Safety Disclosure
PART II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
	Item 6. [Reserved]
	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
	Aon plc Consolidated Statements of Income
	Aon plc Consolidated Statements of Comprehensive Income
	Aon plc Consolidated Statements of Financial Position
	Aon plc Consolidated Statements of Shareholders' Equity
	Aon plc Consolidated Statements of Cash Flows
	Notes to Consolidated Financial Statements
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	Item 9A. Controls and Procedures
	Item 9B. Other Information
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
	Item 10. Directors, Executive Officers and Corporate Governance
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	Item 13. Certain Relationships and Related Transactions, and Director Independence
	Item 14. Principal Accountant Fees and Services
PART IV
	Item 15. Exhibits and Financial Statement Schedules
	Item 16. Form 10-K Summary
SIGNATURES

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The below definitions apply throughout this report unless the context requires otherwise:

Term	Definition
AAU	Accelerating Aon United Program
ABO	Accumulated Benefit Obligation
ASC	Accounting Standards Codification
AUM	Assets Under Management
BPS	Basis Points
CIGC	Cyber Incident Governance Committee
CODM	Chief Operating Decision Maker
CPI	Consumer Price Index
CISO	Chief Information Security Officer
DCF	Discounted Cash Flow
DOL	Department of Labor
E&O	Errors and Omissions
EBITA	Earnings before Interest, Taxes, and Amortization
EBITDA	Earnings before Interest, Taxes, Depreciation, and Amortization
EMEA	Europe, the Middle East, and Africa
ERISA	Employee Retirement Income Security Act of 1974
ERM	Enterprise Risk Management
E.U.	European Union
FCA	Financial Conduct Authority
FINRA	Financial Industry Regulatory Authority
GAAP	U.S. Generally Accepted Accounting Principles
GEOC	Global Emergency Operations Center
GILTI	Global Intangible Low-Tax Income
GPDTO	Global Privacy & Data Trust Office
GCS	Global Cybersecurity Services
LOC	Letter of Credit
LPP	Leadership Performance Plan
MDI	Market Derived Income
NIST	National Institute of Standards and Technology
NPPC	Net Periodic Pension Cost
NYSE	New York Stock Exchange
OECD	Organization for Economic Co-operation and Development
PBO	Projected Benefit Obligation
PCAOB	Public Company Accounting Oversight Board
PSA	Performance Share Awards
REIT	Real Estate Investment Trusts
ROU	Right-of-Use
RPGIC	Retirement Plan Governance and Investment Committee
RSU	Restricted Share Units
S&P	Standard & Poor’s
SEC	Securities and Exchange Commission
U.K.	United Kingdom
U.S.	United States
VIE	Variable Interest Entity

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PART I

Item 1. Business

OVERVIEW

Aon plc (which may be referred to as “Aon,” the “Company,” “we,” “us,” or “our”) is a leading global professional services firm. Through actionable analytic insight, globally integrated Risk Capital and Human Capital expertise and locally relevant solutions, our colleagues provide clients with the clarity and confidence to make better risk and people decisions that protect and grow their businesses.

With clients around the world facing growing uncertainty and volatility, we remain focused on accelerating our Aon United strategy to serve clients as one globally connected firm and driving innovation to address unmet and evolving client need. We serve clients in more than 120 countries across all market segments and nearly every industry. This diversification of our client base helps provide our firm with stability in different economic scenarios that could affect specific industries, customer segments, or geographies.

We continue to focus our portfolio on higher-margin, capital-light professional services businesses that have high recurring revenue streams and strong cash flow generation. We endeavor to make capital allocation decisions in order to maximize value for Aon and its shareholders.

BUSINESS SEGMENTS

We manage our business within two reportable segments: Risk Capital and Human Capital. In 2025, our consolidated Total revenue was $17,181 million. This includes $11,290 million in Risk Capital and $5,907 million in Human Capital before certain intercompany eliminations.

Principal Products and Services

Risk Capital

Commercial Risk Solutions uses Risk Capital’s extensive data and analytics capabilities to provide brokerage and consulting services that help organizations develop, improve, and implement their risk management strategies. Commercial Risk Solutions includes insurance and specialty brokerage, global risk consulting, captives management, and Affinity programs. In insurance brokerage, our dedicated teams of risk professionals utilize comprehensive analytics to design strategically resilient insurance programs and provide our clients access to Aon’s proprietary facilities, such as Aon Client Treaty and all other forms of capital, regardless of insurance carrier, placement structure or geography. Throughout the year, we review analytics specific to clients’ losses and exposures, and we evaluate new risk transfer techniques to be considered in the current market conditions. Commercial Risk Solutions is organized around industry and product, including but not limited to property, casualty, financial and professional lines, construction, transportation, energy, cyber, surety, trade credit, crisis management, transaction liability, and climate. Aon’s Global Risk Consulting and Captive Management teams use quantitative analytics to advise on the trade-offs between risk retention and risk transfer as well as to provide claims consulting and advocacy to ensure optimal financial recovery. Aon’s Affinity business collaborates with sponsored groups and other distribution channels to develop, market, and administer customized insurance programs. Commercial Risk’s global reach enables seamless client service in all geographies including Aon’s Global Broking Centers in London, Bermuda, and Singapore. Additionally, in 2025 Aon launched its proprietary Data Center Lifecycle Insurance Program designed to support data center projects from construction through ongoing operations by bringing together traditionally fragmented risk classes into a single coordinated insurance solution.

Reinsurance Solutions includes treaty reinsurance, facultative reinsurance, Strategy and Technology Group and capital markets. Treaty reinsurance addresses underwriting and capital objectives on a portfolio level, allowing our clients to more effectively manage the combination of premium growth, return on capital, and rating agency interests on an integrated basis. This includes the development of more competitive, innovative, and efficient risk transfer options. Facultative reinsurance empowers clients to better understand, manage, and transfer risk through innovative facultative solutions and provides the most efficient access to the global facultative reinsurance markets. Strategy and Technology Group combines strategic advice with data-driven consulting, analytics, and modeling tools, including Capital Insights Explorer, ReMetrica, and PathWise, to help clients deploy capital efficiently and effectively. We develop highly customized solutions, enabled by innovative technology, that help clients drive growth and operational efficiency, improve balance sheet strength and resiliency, and comply with regulatory and operational requirements, including through the execution of reinsurance transactions. Capital markets is a global investment bank with expertise in insurance-linked securities, capital raising, strategic advice, restructuring, and mergers and acquisitions. We partner with insurers, reinsurers, investment firms, and corporations in executing innovative risk management products, capital market solutions, and corporate finance advisory services.

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Human Capital

Health Solutions includes consulting and brokerage, consumer benefits, compensation, and talent advisory services. Consulting and brokerage develops and implements innovative, customized health and benefits strategies for our clients to manage risk, drive engagement, and strengthen their workforce through improved health and wellbeing. We partner with insurers and other strategic partners to develop and implement new and innovative solutions and leverage world-class analytics and technology to help clients make informed decisions and manage healthcare outcomes. Consulting and brokerage also advises multinational companies on global benefits programs, including program design and management, financing optimization, and enhanced employee experience, as well as assists in navigating global regulatory and compliance requirements in over 120 countries. Consumer benefits solutions designs and delivers innovative voluntary consumer benefits programs that improve an employer’s total rewards strategy and positively impacts their employees’ financial and overall wellbeing. We leverage our proprietary digital platform to provide efficient enrollment strategies through an effective combination of data, analytics, and tailored products. Our talent team delivers data, analytics, and advice to business leaders so they can make better workforce decisions and align their business and people strategies. We support clients across the full employee lifecycle, including talent assessment and selection, compensation benchmarking, total rewards strategy optimization, Corporate Governance and strategic employee communications. We also consult on corporate sustainability matters, supporting a wide range of risk assessment and advisory solutions designed to address and manage corporate sustainability issues and enable our clients to create long-term value.

Wealth Solutions includes retirement consulting, pension administration, and investments consulting. Retirement consulting provides clients strategic design advice, actuarial services, risk management solutions including pension risk transfer, and integrated pension administration. Our investments advisory team provides corporations, public pensions, endowments and foundations with advice on developing and maintaining investment programs across a broad range of plan types, including defined benefit plans and defined contribution plans. With respect to defined contributions, we offer Master Trusts and Pooled Employer Plans. Our delegated investment solutions provide ongoing management of investment programs in both partial or full discretionary models. We partner with clients leveraging our expertise and scale to help them effectively manage their investment portfolio.

Revenue and Compensation

Our business generates revenues primarily through commissions, compensation from insurance and reinsurance companies for services we provide to them, and fees from customers. Commissions and fees for brokerage services vary depending upon several factors, which may include the amount of premium, the type of insurance or reinsurance coverage provided, the particular services provided to a client, insurer, or reinsurer, and the capacity in which we act. Compensation from insurance and reinsurance companies includes: (1) fees for consulting and analytics services, and (2) fees and commissions for administrative and other services provided to or on behalf of insurers and reinsurers. Fees from clients for advice and consulting services are dependent on the extent and value of the services we provide. Payment terms are consistent with current industry practices.

Funds Held on Behalf of Clients

We typically hold funds on behalf of clients, including premiums received from clients and claims due to clients that are in transit to and from insurers. Certain funds held on behalf of clients are invested in interest-bearing premium trust accounts and can fluctuate significantly depending on when we collect and remit cash. The principal is segregated and not available for general operating purposes, although we may earn interest on these accounts.

Competition

Our business operates in a highly competitive and fragmented environment. We compete with numerous other global insurance brokers and consulting companies, including, among others, Marsh McLennan, Willis Towers Watson, Arthur J Gallagher & Company, and Lockton Companies, Inc., as well as numerous other global, regional, and local firms in almost every area of our business. We also compete with insurance and reinsurance companies that directly market and service their insurance products without the assistance of brokers or agents. Additionally, we compete with other businesses that do not fall into the categories above, including large financial institutions and independent consulting firms and consulting organizations affiliated with accounting, information systems, technology, human resources, and financial services firms.

Seasonality

Due to buying patterns and delivery of certain products and services in the markets we serve, revenues recognized tend to be higher in the first and fourth quarters of each fiscal year.

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Licensing and Regulation

Our business activities are subject to licensing requirements and extensive regulation under the laws of countries in which we operate, including U.S. federal and state laws. See the “Risk Factors” section in Part I, Item 1A of this report for information regarding how actions by governmental and regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate may have an adverse effect on our business.

Regulatory authorities in the U.S. and most other countries in which our operating subsidiaries conduct business may require individuals, entities, and related service providers to obtain a license from a government agency, including (but not limited to) licenses to operate as insurance producers, brokers, agents, consultants, reinsurance brokers, or managing general agents.

Certain jurisdictions issue licenses only to resident entities or individuals. In such jurisdictions, if the Company has no licensed subsidiary, we may maintain arrangements with residents or business entities licensed to act in such jurisdiction. Such arrangements are subject to an internal review and approval process.

Our subsidiaries must comply with laws and regulations of the jurisdictions in which they do business. These laws and regulations are enforced by the FCA in the U.K., by federal and state agencies in the U.S., and by various regulatory agencies and other supervisory authorities in other countries through the granting and revoking of licenses to do business, the licensing of agents, the monitoring of trade practices, policy form approval, limits on commission rates, and mandatory remuneration disclosure requirements.

Insurance authorities in the U.K., U.S., and certain other jurisdictions in which our subsidiaries operate have enacted laws and regulations governing the investment of funds, such as premiums and claims proceeds, held in a fiduciary capacity for others. These laws and regulations generally require the segregation of these fiduciary funds and limit the types of investments that may be made with them.

Investment, securities, and futures licensing authorities also govern certain business activities. For example, in the U.S., we use Aon Securities LLC, an indirect, wholly owned subsidiary of Aon, and a U.S.-registered broker-dealer and investment advisor, member of FINRA and Securities Investor Protection Corporation, for investment banking, capital advisory services and other broker-dealer activities. Similar operations exist in other jurisdictions outside of the U.S.

Further, pension and financial laws and regulations, including oversight and supervision by the FCA in the U.K., the SEC and the DOL in the U.S., and regulators in other countries govern certain of the retirement-related consulting services provided by Aon and its subsidiaries and affiliates. This includes Aon subsidiaries that provide investment advisory services regulated by various U.S. federal authorities including the SEC, DOL, and FINRA, as well as authorities on the state level. In addition, other services provided by Aon and its subsidiaries and affiliates, such as trustee services and retirement and employee benefit program administrative services, are subject in various jurisdictions to pension, investment, securities, and insurance laws and regulations, and supervision.

Clientele

Our clients operate in many businesses and industries throughout the world. Our single largest client by revenue accounted for approximately 1% of our Total revenue in 2025. Additionally, we place insurance with many insurance carriers, none of which individually accounted for more than 10% of the total premiums we placed on behalf of our clients in 2025.

Aon United, Our Culture, and Human Capital Management Strategy

Our Culture

Our culture is driven by our values – committed as one firm to our purpose, united through trust and integrity as one team, and passionate about making our colleagues and clients successful. Our colleagues are the cornerstone of our success. Collaboration and innovation drive our culture, bringing the best of Aon to clients in a holistic and seamless manner. Our Aon United strategy defines how our colleagues work together to deliver value to clients, setting a new standard for client leadership. Aon United is brought to life through our common client value creation model which scales strategies from across the firm, through our Risk Capital and Human Capital solutions, to bring the best of Aon to clients. Each year, Aon makes significant philanthropic contributions to thousands of organizations and supports numerous colleague volunteer opportunities. As a leading global firm – which is going further, faster to accelerate our Aon United strategy through our 3x3 Plan, which we announced in 2023 – we are focused on attracting, developing and retaining the best talent from all backgrounds, to support our clients and grow our firm.

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Our Colleagues

As of December 31, 2025, we employed approximately 60,000 employees and conducted our operations in more than 120 countries. Our colleagues’ breadth of talent, expertise, and insights contribute to the success of both our firm and our clients, and we seek to attract, develop, and retain the best talent in the industry. Our colleagues are the driving force of our Aon United Strategy. All our colleagues are called upon to be leaders in embracing and modeling our Aon United values and behaviors. By giving transparency into the expectations of behavior as well as accountability for contributing to our Speak Up culture, we ensure that all colleagues – at every stage of their career journey – are equipped and motivated to deliver on our purpose and able to achieve their full potential in an ethical manner. Our colleague experience ensures that colleagues feel more relevant, connected and valued which creates a greater sense of belonging.

We believe that colleagues who feel valued produce better insight, better solutions, and, ultimately, the best outcomes for clients and our long-term success. This is why we are committed to promoting a culture and sense of belonging where colleagues can bring their authentic selves to work, where opportunity and success are driven by their capability and behavior, and where our operations reflect the clients, colleagues and communities we serve around the world. Our commitment to building a culture where each colleague can thrive starts from the top with our Board, including its People & Wellbeing Sub-Committee. Our colleague-led Business Resource Groups also support execution and provide additional opportunities for colleagues to connect and deepen relationships.

As of December 31, 2025, our global workforce was 56% women and 44% men, and the Aon Executive Committee, which leads the firm was 53% women and 47% men. At the manager level, 30% of senior leaders and 46% of managers are female and 70% of senior leaders and 54% of managers were male. New colleague hires for the year were 53% women and 47% men. Our U.S. workforce was 23% racially or ethnically diverse, calculated as a percentage of colleagues that have voluntarily disclosed their race or ethnicity to Aon. At the manager level, 12% of U.S. senior leaders and 18% of U.S. managers with one or more direct report were racially or ethnically diverse.

Apprenticeship programs help build a talent pipeline of highly skilled professionals while providing apprentices with advanced education and work experience. By removing some of the traditional barriers to entry-level employment, as a firm we can contribute to local workforce development and cultivate talent while improving retention rates in these entry-level roles. As a founding member of ten apprentice networks within the U.S., we partner with companies and organizations to assist them in building their own programs through sharing best practices and learnings. Across these networks, we have over 200 organizations committed as of December 31, 2025, committed to 10,000 total apprenticeships by 2030.

Our two-year Apprenticeship Program, which was implemented in the UK and U.S. in 2012 and 2017, respectively, serves as an alternate route into a permanent role that normally requires a specific degree or professional experience. We provide motivated, high-potential individuals with the required training (on the job and in the classroom), professional skills development, mentorship, and experiential learning to bridge the gap. 900 Aon apprentices have been hired since the inception of the program across the U.S. and U.K. Both programs are certified apprenticeship programs, by the Department of Labor in the U.S. and the Department of Education in the U.K.

Training and Development

We invest deeply in developing the talent needed to stay ahead of industry innovation and to remain a destination employer. Our colleagues have access to a wide range of learning opportunities spanning self-guided courses, immersive virtual programs, and advanced leadership development to support every stage of their career growth. These offerings are intentionally aligned with the Aon United strategy, ensuring colleagues gain the skills and capabilities required to lead with excellence. Through purposeful use of technology and a blend of virtual and in-person learning, we deliver tailored, high-impact development experiences that empower colleagues to thrive and drive meaningful results for our clients.

Colleague Engagement and Retention

Creating an engaging and rewarding experience for our colleagues is more than a priority; it’s fundamental to our success as a firm. We actively seek out and value our colleagues’ perspectives, knowing their feedback is essential for driving growth and creating a workplace where everyone thrives. Our commitment to transparent, ongoing communication is reflected in the dynamic channels we offer, such as open forums and town halls with executive leaders, regular colleague surveys, and meaningful engagement through our Business Resource Groups. These independent and voluntary groups play a powerful role in shaping our culture by providing insight, championing initiatives, and identifying opportunities to deepen our dedication to wellbeing, and belonging. Through these collaborative efforts, we not only listen; we act, ensuring every colleague feels heard, valued, and empowered to contribute to our shared purpose.

Our listening strategy consists of frequent surveys across all stages of a colleague’s career. as well as our annual all colleague support survey which enables us to understand how colleagues are engaging with their teams, the firm, and clients.

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This outreach effort allows us to gather insights more rapidly, take timely action to address feedback, and deliver on the needs of colleagues in real time – ensuring colleagues feel more connected, more valued and more relevant. The pulse surveys for 2025 were focused on topics such as manager and leadership support, delivering on our Aon Story, colleague wellbeing, internal mobility and performance. Feedback from our workforce provides management with a better understanding of evolving colleague viewpoints and ensures we are taking appropriate steps to drive colleague engagement and retention. For discussion of the risks related to the attraction and retention of senior management and other professional personnel, see the “Risk Factors” section in Part I, Item 1A of this report.

Rewards

In addition to an inspired purpose and culture, we are proud to offer our colleagues a total rewards program that combines competitive pay, incentive opportunities, and benefits. Our compensation programs including salary, recognition, cash, and equity incentives are connected to our formal performance management and career development approach. These programs serve to reward colleagues for their Aon United impact both in what they accomplish for clients, colleagues, and shareholders, how they achieve those results and how they deliver on our values. We maintain a global commitment to colleague wellbeing and play a key role in supporting colleagues across the physical, emotional, financial, and social spectrum. Our comprehensive benefit programs are competitive for the markets in which we operate and aligned with our values and culture.

Our compensation philosophy aligns with our Aon United strategy and delivering long-term shareholder value creation. Our executive incentives are based on driving results, delivery of strategic initiatives, and leadership. 20% of executive discretionary incentive compensation is based on quantifiable performance against strategic people priorities, including talent retention, engagement and wellbeing.

Website Access to Reports and Other Information

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports are made available free of charge through our website (https://www.aon.com) as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Also posted on our website are the charters for our Audit, Organization and Compensation, Governance/Nominating, and Finance Committees, and People & Wellbeing Sub-Committee, our Corporate Governance Guidelines, and our Code of Business Conduct. Within the time period required by the SEC and the NYSE, we will post on our website any amendment to or waiver of the Code of Business Conduct applicable to any executive officer or director. In addition, we may announce material information to investors and the marketplace using our investor relations website. While not all of the information that we post to such website is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media, and others interested in our company to review the information that we share on our investor relations page on www.aon.com. The information provided on our website is not part of this report and is therefore not incorporated herein by reference.

Item 1A. Risk Factors

The risk factors set forth below reflect risks associated with our existing and potential businesses and the industries in which we operate generally and contain “forward-looking statements” as discussed in the “Business” Section of Part I, Item 1 of this report. Readers should consider these risks in addition to the other information contained in this report because our business, financial condition, or results of operations could be materially adversely affected if any of these risks were to actually occur and the occurrence of such risks could cause our actual results to differ materially from those stated in or implied by the forward-looking statements in this document and elsewhere.

Risk Factors Summary

The following is a summary of the principal risks associated with our businesses and the industries in which we operate generally as described in more detail in this report. We encourage you to carefully review the full risk factors immediately following this summary as well as the other information in this report.

Risks Related to Our Business

•An overall decline in economic and business activity could have a material adverse effect on the financial condition and results of operations of our business.

•We face significant competitive pressures from traditional and non-traditional competitors that could affect our business.

•If we are unable to effectively develop and implement innovative strategies, efficiencies and new solutions for our clients, our reputation, ability to compete effectively and financial condition may be adversely affected.

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•If our clients are not satisfied with our services, we may face additional cost, loss of profit opportunities, damage to our reputation, or legal liability.

•Revenues from commission arrangements may fluctuate due to many factors, including cyclical or permanent changes in the insurance and reinsurance markets outside of our control.

•The profitability of our operations may not meet our expectations due to unexpected costs, cost overruns, inflation, early contract terminations, unrealized assumptions used in our contract bidding process or the inability to maintain our prices.

Financial Risks

•We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows. Similarly, changes in interest rates and deterioration of credit quality could reduce the value of our cash balances and investment portfolios and adversely affect our financial condition or results.

•We have debt outstanding that could adversely affect our financial flexibility. In addition, a decline in the credit ratings of our senior debt and commercial paper may adversely affect our borrowing costs, access to capital, and financial flexibility.

•Our tax assets and liabilities are subject to a variety of different factors, including the adoption and implementation of OECD tax proposals, which could create volatility in our global effective tax rate, expose us to greater than anticipated tax liabilities or cause us to adjust previously recognized tax assets and liabilities.

•We are a holding company and, therefore, may not be able to receive dividends or other payments in needed amounts from our subsidiaries.

Legal and Regulatory Risks

•We are subject to E&O claims against us as well as other contingencies and legal proceedings, some of which, if determined unfavorably to us, could have a material adverse effect on our financial condition or results of operations.

•Our businesses are subject to extensive governmental regulation, which could reduce our profitability, limit our growth, or subject us to legal and regulatory actions.

•Failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others, could harm our reputation, ability to compete effectively, and financial condition.

Operational Risks

•Natural or human-caused disasters could result in declines in business and increases in claims that could adversely affect our financial condition and results of operations.

•Our success depends on our ability to retain, attract and develop experienced and qualified personnel, including our senior management team and other personnel.

•We may not recognize all of the expected benefits from our Accelerating Aon United program and other operational improvement initiatives.

Risks Related to Technology, Cybersecurity, and Data Protection

•We rely on complex information technology systems and networks to operate our business. Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, operations, sales, and operating results.

•Improper disclosure of confidential, personal, or proprietary data could result in regulatory scrutiny, legal liability, or harm to our reputation.

•Regulation in the areas of data privacy, data protection, data management, data transfer, data localization, artificial intelligence, and cybersecurity could increase our costs and affect or limit our business opportunities.

Risks Related to Being an Irish-incorporated Company

•We are incorporated in Ireland, and Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities.

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•As an Irish public limited company, certain capital structure decisions regarding the Company will require the approval of shareholders, which may limit the Company’s flexibility to manage its capital structure.

•Irish law requires us to have available “distributable profits” to pay dividends to shareholders and generally to make share repurchases and redemptions.

Risks Related to Our Business

An overall decline in economic and business activity could have a material adverse effect on the financial condition and results of operations of our business.

The results of our operations are generally affected by the level of business activity of our clients, which in turn is affected by the economy of the industries and markets these clients serve. Economic downturns, volatility, or uncertainty in the broader economy or in specific markets (including as a result of endemics or pandemics, climate change, political unrest, actions by governments and central banks, or otherwise) have caused in the past and may in the future cause reductions in technology and discretionary spending by our clients, which may result in reductions in the growth of new business or reductions in existing business. If our clients become financially less stable, enter bankruptcy, liquidate their operations or consolidate, our revenues and collectability of receivables could be adversely affected.

The demand for property and casualty insurance generally rises as the overall level of economic activity increases and generally falls as such activity decreases, affecting both the commissions and fees generated by our Risk Capital segment. The economic activity that impacts property and casualty insurance is most closely correlated with employment levels, corporate revenues, and asset values. Downward fluctuations in the year-over-year insurance premiums charged by insurers to protect against the same risk, referred to in the industry as softening of the insurance market, has and could adversely affect these businesses as a significant portion of our revenue is determined as a percentage of premiums charged to our clients. In addition, certain discretionary services within our business, such as our talent advisory services, project-related work within our Commercial Risk, Health, and Wealth solution lines, and transaction services, may see a decrease in activity if the overall level of economic activity results in a reduction to our clients’ discretionary spending. Insolvencies and consolidations associated with an economic downturn, especially insolvencies in the insurance industry, could adversely affect our brokerage business through the loss of clients by hampering our ability to place insurance and reinsurance business. Also, error and omission claims against us, which we refer to as E&O claims, may increase in economic downturns or due to natural or human-caused disasters, also adversely affecting our business. In addition, decreased underwriting capacity for insurance and reinsurance may create difficulty for our professionals to place business, which may adversely impact our ability to earn revenue.

We face significant competitive pressures from traditional and non-traditional competitors that could affect our business.

As a global professional services firm, we compete with a broad variety of firms, including global, national, regional, and local insurance companies that market and service their own products, other financial services providers, brokers, and investment managers, independent firms, and consulting organizations affiliated with accounting, information systems, technology, and human resources consulting firms. We compete with respect to service, delivery of insights, product features, price, commission structure, technology, financial strength, ability to access certain insurance markets, and name recognition. Our competitors may have better financial, technical and marketing resources, broader customer bases, greater name recognition, more comprehensive products, stronger presence in certain geographies, or more established relationships with their customers and suppliers than we have.

Alliances or mergers among competitors could also affect our business. Further, we compete on pricing and the innovation and quality of our service offerings, which could be affected by competitors’ lower cost structures, product development activities, and pricing policies, any or all of which could result in better market acceptance of our competitors’ offerings than those that we offer or develop.

This competition is further intensified by an industry trend where clients elect to engage multiple brokers to service different portions of their accounts. If we fail to respond successfully to the evolving competition we face, our financial condition or results of operations may be adversely affected.

If we are unable to effectively develop and implement innovative strategies, efficiencies and new solutions for our clients, our reputation, ability to compete effectively and financial condition may be adversely affected.

Developing and implementing innovative strategies, efficient business practices, and new solutions to current and emerging client needs is important to our business. We may be unsuccessful in developing innovative strategies, or our competitors may be more successful in innovating and delivering services to meet new and existing client needs. Competitors may be able to innovate faster and respond better to evolving client demand and industry conditions, or may price their products in a more attractive manner. Further, new and non- traditional competitors (including “InsurTech” firms utilizing artificial intelligence or

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other advanced technologies), our clients’ increasing ability and determination to self-insure, and capital market alternatives to traditional insurance and reinsurance markets create an even more dynamic, competitive, and innovative market environment that could affect our business. If we are unsuccessful in innovating, if we cannot innovate as quickly as our competitors, if we are not able to make sufficient investment in innovation, if new or existing competitors develop more cost-effective or efficient technologies or cause disintermediation (including through the use of artificial intelligence or other emerging technologies), or if our ideas are not accepted in the marketplace, it could have a material adverse effect on our ability to obtain and complete client engagements or on our financial condition and results of operations.

For example, we have invested significantly in Aon Business Services and the development of proprietary data and analytics tools including repositories of our global insurance and reinsurance placement information, which we use to help drive results for our clients in the insurance and reinsurance placement process. Our competitors have developed or are developing competing data and analytics tools, and their success in this space may impact our ability to differentiate our own data and analytics tools. Innovations in software, cloud computing, data and analytics, generative and agentic artificial intelligence, or other technologies that alter how our services are delivered could significantly undermine our investment in the business if we are slow to innovate or unable to take advantage of these developments.

In addition, innovation in the technology we leverage in our products and business processes, our capabilities, the sources of capital for our clients’ insurance and reinsurance needs, and the entry into new lines of business, services, or products require significant investment and present additional risks to our business, particularly in instances where the technologies and markets are new or developing or where we are new participants in such markets. Such risks include without limitation the investment of significant time and resources; the possibility that these efforts will not be successful or result in reputational damage to us; the possibility that the marketplace does not accept our products or services or that we are unable to retain clients that adopt our new products or services; the risk that our governance process and controls in these new areas may not be effective or consistent with legal, regulatory, or client requirements or expectations and the risk of new or additional liabilities associated with these efforts, including potential E&O or other claims. For example, we continue to invest in artificial intelligence, particularly in generative artificial intelligence tools, and maintain governance and oversight measures regarding its use. Certain use cases of artificial intelligence in our business processes could pose strategic, operational, legal, ethical, regulatory or reputational risks where there may be incorrect outputs or bias in those systems or processes, potential infringement of intellectual property rights, exposure of proprietary or personal information, heightened cybersecurity risks and challenges in safely deploying, governing or controlling artificial intelligence systems or where there is inadequate human oversight.

If our clients are not satisfied with our services, we may face additional cost, loss of profit opportunities, damage to our reputation, or legal liability.

We depend, to a large extent, on our relationships with our clients and our reputation for high-quality advice and solutions. If a client is not satisfied with our services, it could cause us to incur additional costs and impair profitability, or lose the client relationship altogether. Moreover, if we fail to meet our contractual, statutory, common law or fiduciary obligations, we could be subject to legal liability or loss of client relationships.

The nature of much of our work involves assumptions and estimates concerning future events, the actual outcome of which we cannot know with certainty in advance. For example, in our investment businesses, we may be measured based on our track record regarding judgments and advice on investments that are susceptible to influences unknown at the time the advice was given. In addition, we could make computational, software programming, or data entry or management errors. Clients have claimed and may in the future claim they have suffered losses due to reliance on our consulting advice, analysis, or reporting, which poses risks of liability exposure and costs of defense and increased insurance premiums. Many of our clients are businesses that actively share information among themselves about the quality of service they receive from their vendors. Adverse statements or claims from clients (including clients in the public sector or whose activities are frequently covered by the press) may receive media attention or other publicity. Accordingly, poor service to, or the adverse opinion of, one client may negatively impact our relationships with multiple other clients.

Damage to our reputation could have a material adverse effect on our business.

We advise our clients on and provide services related to a wide range of subjects and our ability to attract and retain clients is highly dependent upon the external perceptions of our level of service, trustworthiness, business practices, financial condition, and other subjective qualities. Negative perceptions or publicity regarding these matters or others could erode trust and confidence and damage our reputation among existing and potential clients and existing and future employees, which could make it difficult for us to attract new clients and employees and retain existing ones. Negative public opinion could also result from actual or alleged conduct by us or those currently or formerly associated with us. Damage to our reputation, including as a result of negative perceptions or publicity regarding a particular business partner, class of business, environmental matters, climate change, workforce make-up, pay equity, harassment, social justice, cybersecurity, data privacy and data protection, use of artificial intelligence or innovative technology, or our inability to meet commitments or client and stakeholder expectations

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with respect to such matters, could affect the confidence of our clients, rating agencies, regulators, stockholders, employees and third parties in transactions that are important to our business adversely affecting our business, financial condition, and operating results.

Revenues from commission arrangements may fluctuate due to many factors, including cyclical or permanent changes in the insurance and reinsurance markets outside of our control.

Revenues from commission arrangements have historically been affected by significant fluctuations arising from uncertainties and changes in the industries in which we operate. A significant portion of our revenue consists of commissions paid to us out of the premiums that insurers and reinsurers charge our clients for coverage. We have no control over premium rates, and our revenues and profitability are subject to change to the extent that premium rates fluctuate or trend in a particular direction. The potential for changes in premium rates is significant, due to pricing cyclicality in the insurance and reinsurance markets.

In addition to movements in premium rates, our ability to generate premium-based commission revenue has been and could in the future be challenged by:

•the growing availability of alternative methods for clients to meet their risk-protection needs, including a greater willingness on the part of corporations to “self-insure,” the use of so-called “captive” insurers, and the development of capital markets-based solutions and other alternative capital sources for traditional insurance and reinsurance needs that increase market capacity, increase competition, and put pressure on premiums;

•decreases in available underwriting capacity for insurance and reinsurance;

•fluctuation in the need for, or relevancy of, insurance;

•the level of compensation, as a percentage of premium, that insurance carriers are willing to compensate brokers for placement activity;

•the growing desire of clients to move away from variable commission rates and instead compensate brokers based upon flat fees, which can negatively impact us as fees are not consistently indexed for inflation and therefore, may not offer the same financial performance;

•competition from insurers seeking to sell their products directly to consumers, including online sales, without the involvement of an insurance broker; and

•the growing number of technology-enabled competitors offering new risk-transfer solutions that eliminate the traditional broker-client relationship in both insurance and reinsurance markets.

The profitability of our operations may not meet our expectations due to unexpected costs, cost overruns, inflation, early contract terminations, unrealized assumptions used in our contract bidding process or the inability to maintain our prices.

Our profitability is highly dependent upon our ability to control our costs and improve our efficiency. As we adapt to changes in our business and the market, adapt to the regulatory environment, enter into new engagements, acquire additional businesses, and take on new employees in new locations, we may not be able to manage our large, changing workforce, effectively control our costs, or improve our efficiency.

Our profit margin, and therefore our profitability, is largely a function of the revenue generated from our services and the staffing costs for our personnel and related expenses. Accordingly, if we are not able to maintain the rates we charge for our services or appropriately manage the staffing costs of our personnel and related expenses, we may not be able to sustain our profit margin and our profitability will suffer. The prices we are able to charge for our services are affected by a number of factors, including competitive factors, the extent of ongoing clients’ perception of our ability to add value through our services, and general economic conditions. If we cannot drive suitable cost efficiencies, our profit margins will suffer. Our cost efficiencies may also be impacted by factors such as our ability to transition consultants from completed projects to new assignments, to secure new business, to forecast demand for our services (and, consequently, appropriately manage the size and location of our workforce), to develop, attract and retain suitable capabilities and talent, to obtain third party services at favorable prices, and to manage key suppliers to maximize delivery; product and efficiency opportunities; inflation (including wage inflation); and the need to devote time and resources to training and professional and business development.

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Financial Risks

We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows.

We face exposure to adverse movements in exchange rates of currencies other than our reporting currency, the U.S. dollar, as a significant portion of our business is located outside of the U.S. These exposures may change over time, and they could have a material adverse impact on our financial results and cash flows. Approximately 51.8% of our consolidated revenue is non-U.S., attributed on the basis of where the services are performed, and where products are sold, and the exposures created can have significant currency volatility. These currency exchange fluctuations create risk in both the translation of the financial results of our global subsidiaries into U.S. dollars for our consolidated financial statements, as well as in those of our operations that receive revenue and incur expenses other than in their respective local currencies, which can reduce the profitability of our operations based on the direction the respective currencies’ exchange rates move. A decrease in the value of certain currencies relative to other currencies could place us at a relative disadvantage compared to our competitors that benefit to a greater degree from a specific exchange rate move and can, as a result, deliver services at a lower cost or receive greater revenues from such a transaction. Although we use various derivative financial instruments to limit the impact of foreign exchange rate fluctuations, we cannot eliminate such risks, and, as a result, changes in exchange rates may adversely affect our results. For example, the strengthening of the value of the U.S. dollar versus other currencies may adversely affect the value of our products and services when translated to U.S. dollar, even if the value of such products and services has not changed in their original currency.

Changes in interest rates and deterioration of credit quality could reduce the value of our cash balances and investment portfolios and adversely affect our financial condition or results.

Operating funds available for corporate use were $2.8 billion at December 31, 2025 and are reported in Cash and cash equivalents and Short-term investments. Of the total balance, $180 million was restricted to its use as of December 31, 2025. Funds held on behalf of clients and insurers were $7.4 billion at December 31, 2025 and are reported in Fiduciary assets. We also carry an investment portfolio of other long-term investments. As of December 31, 2025, these long-term investments had a carrying value of $192 million. Adverse changes in interest rates, performance, and counterparty credit quality, including default, could reduce the value of these funds and investments, thereby adversely affecting our financial condition or results. We may experience reduced investment earnings on our cash and short-term investments of fiduciary and operating funds if the yields on investments deemed to be low risk fall below their current levels, or if negative yields on deposits or investments are experienced, as we have experienced in Japan and certain jurisdictions in the E.U. On the other hand, higher interest rates could result in a higher discount rate used by investors to value our future cash flows thereby resulting in a lower valuation of the Company. In addition, during times of stress in the banking industry, counterparty risk can quickly escalate, potentially resulting in substantial losses for us as a result of our cash or other investments with such counterparties, as well as substantial losses for our clients and the insurance companies with which we work.

Our pension obligations and value of our pension assets could adversely affect our shareholders’ equity, net income, cash flow, and liquidity.

To the extent that the pension obligations associated with our pension plans continue to exceed the fair value of the assets supporting those obligations, our financial position and results of operations may be adversely affected. In particular, lower interest rates and investment returns could result in the present value of plan liabilities increasing at a greater rate than the value of plan assets, resulting in higher unfunded positions in our pension plans. In addition, the periodic revision of pension assumptions or variances of actual results from our assumptions can materially change the present value of expected future benefits, and therefore the funded status of the plans and resulting net periodic pension expense. As a result, we may experience future changes in the funded status of our plans that could require us to make additional cash contributions beyond those that have been estimated and which could adversely affect shareholders’ equity, net income, cash flow and liquidity.

Our worldwide pension plans are significant, and therefore our pension contributions and expense are sensitive to various market, demographic, and other factors. These factors include equity and bond market returns, fair value of pension assets, the assumed interest rates we use to discount our pension liabilities, foreign exchange rates, rates of inflation, mortality assumptions, potential regulatory and legal changes or developments, and counterparty exposure from various investments and derivative contracts, including annuities. Variations or developments in connection with any of these factors could cause significant changes to our financial position and results of operations from year to year. In addition, contributions are generally based on statutory requirements and local funding practices, which may differ from measurements under U.S. GAAP.

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We have debt outstanding that could adversely affect our financial flexibility.

As of December 31, 2025, we had total consolidated debt outstanding of approximately $15.2 billion. The level of debt outstanding could adversely affect our financial flexibility by reducing our ability to use cash from operations for other purposes, including working capital, dividends to shareholders, share repurchases, acquisitions, capital expenditures and general corporate purposes. We also are subject to risks that, at the time any of our outstanding debt matures, we will not be able to retire or refinance the debt on terms that are acceptable to us, or at all.

As of December 31, 2025, we had two primary committed credit facilities outstanding. The credit facilities are intended to support our commercial paper obligations and our general working capital needs. In addition, each of our committed credit facilities included customary representations, warranties, and covenants, including financial covenants that require us to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, tested quarterly.

A substantial portion of our outstanding debt, including certain intercompany debt obligations, contains financial and other covenants. The terms of these covenants may limit our ability to obtain, or increase the costs of obtaining, additional financing to fund working capital, capital expenditures, acquisitions, or general corporate requirements. This in turn may impact our flexibility to respond to changing business and economic conditions, thereby placing us at a relative disadvantage compared to competitors that have less indebtedness, or fewer or less onerous covenants associated with such indebtedness, and making us more vulnerable to general adverse economic and industry conditions.

If we cannot service our indebtedness or continue to meet the terms of our financial covenants, we may have to take actions such as selling assets, seeking additional equity, or reducing or delaying capital expenditures, strategic acquisitions, investments, and alliances, any of which could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business. Additionally, we may not be able to take such actions or refinance any of our debt, if necessary, on commercially reasonable terms, or at all.

A decline in the credit ratings of our senior debt and commercial paper may adversely affect our borrowing costs, access to capital, and financial flexibility.

A downgrade in the credit ratings of our senior debt and commercial paper could increase our borrowing costs, reduce or eliminate our access to capital, reduce our financial flexibility, and limit our ability to implement our corporate strategy. Our senior debt ratings at December 31, 2025 were A- with a stable outlook (S&P), BBB+ with a stable outlook (Fitch), and Baa2 with a positive outlook (Moody’s). Our commercial paper ratings were A-2 (S&P), F-2 (Fitch) and P-2 (Moody’s).

Real or anticipated changes in our credit ratings will generally affect any trading market for, or trading value of, our securities. Such changes could result from any number of factors, including the modification by a credit rating agency of the criteria or methodology it applies to particular issuers, a change in the agency’s view of us or our industry, or as a consequence of actions we take to implement our corporate strategies. A change in our credit rating could adversely affect our access to capital and our competitive position.

Our tax assets and liabilities are subject to a variety of different factors, which could create volatility in our global effective tax rate, expose us to greater than anticipated tax liabilities or cause us to adjust previously recognized tax assets and liabilities.

We are, and anticipate we will be, subject to income taxes in Ireland, the U.K., the U.S., Singapore and many other jurisdictions. As a result, our global effective tax rate from period to period can be affected by many factors, including changes in tax legislation or regulations, the continuing development of regulations and other governmental action that affect the application of such legislation, our global mix of earnings, the use of global funding structures, the tax characteristics of our income, the effect of complying with transfer pricing requirements under laws of many different countries on our revenues and costs, and the consequences of acquisitions and dispositions of businesses and business segments. In addition, we could be subject to increased taxation as a result of changes in eligibility for the benefits of current income tax treaties between and among Ireland, the U.K., the U.S and other countries, including any future amendments to the current income tax treaties between and among such countries, or any new statutory or regulatory provisions that may limit our ability to take advantage of any such treaties. Significant judgment is required in determining our worldwide provision for income taxes, and our determination of the amount of our tax liability is always subject to review by applicable tax authorities. Our actual global tax rate may vary from our expectation and that variance may be material.

The overall tax environment in the jurisdictions in which we are or may be subject to taxes is highly uncertain and increasingly complex. The OECD, a global coalition of member countries, proposed a plan (commonly referred to as “Pillar Two”) to reform international taxation which includes the introduction of a 15% country-by-country minimum tax on book income with specified adjustments. Ireland, the U.K., Singapore, and many E.U. member states, among others, have enacted

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legislation to implement the global minimum tax that is generally consistent with the OECD’s Pillar Two tax regime. Aon’s net income (generally determined under U.S. GAAP), with specified modifications and determined on a country-by-country basis, is subject to the 15% minimum tax in countries that have enacted Pillar Two, and in Ireland (Aon’s parent company location) with respect to countries that have not enacted a qualifying minimum tax under Pillar Two. There remains significant uncertainty as to how Pillar Two applies to Aon in prior years and how its application might change in the future. The OECD has issued numerous guidance documents that may change how Pillar Two operates, subject to enactment by each implementing country, and the OECD may issue additional guidance in the future. There is a risk that the global minimum tax regime could have a material adverse effect on our global effective tax rate, results of operations, cash flows and financial condition.

We are, and anticipate we will be, subject to tax audits conducted by Ireland, the U.K., the U.S., and other tax authorities, and the resolution of such audits could impact our tax rate in future periods, as would any reclassification or other changes (such as those in applicable accounting rules) that increases the amounts we have provided for income taxes in our consolidated financial statements. The tax laws and regulations in Ireland, the U.K., the U.S., and the other tax jurisdictions in which we operate are inherently complex, and we will be obligated to make judgments and interpretations about the application of these laws and regulations to our operations and businesses. The interpretation and application of these laws and regulations could be challenged by the relevant governmental authorities, which could result in administrative or judicial procedures, actions or sanctions, which could be material.

We may be unable to mitigate the adverse impacts resulting from any changes in tax laws and regulations, including any changes in the interpretation of such tax authorities, or from audits and other matters. Our inability to mitigate the negative consequences of such actions could cause our global effective tax rate to increase, our use of cash to increase and our financial condition and results of operations to suffer.

Changes in our accounting estimates and assumptions could negatively affect our financial position and results of operations.

We prepare our consolidated financial statements in accordance with U.S. GAAP. These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of our consolidated financial statements. We are also required to make certain judgments that affect the reported amounts of revenues and expenses during each reporting period. We periodically evaluate our estimates and assumptions including, but not limited to, those relating to revenue recognition, pensions, recoverability of assets including customer receivables, valuation of goodwill and intangibles, contingencies, share-based payments, and income taxes. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. These assumptions and estimates involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction, developments or changes in accounting principles or standards, and other factors. Actual results could differ from these estimates, or changes in assumptions, estimates, policies, or developments in the business may change our initial estimates, which could materially affect the Consolidated Statements of Income, Comprehensive Income, Financial Position, Shareholders’ Equity, and Cash Flows.

We may be required to record goodwill or other long-lived asset impairment charges, which could result in a significant charge to earnings.

Under U.S. GAAP, we review our long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is assessed for impairment at least annually. Factors that may be considered in assessing whether goodwill or other long-lived assets may not be recoverable include a decline in our share price or market capitalization, reduced estimates of future cash flows and slower growth rates in our industry. We may experience unforeseen circumstances that adversely affect the value of our goodwill or other long- lived assets and trigger an evaluation of the recoverability of the recorded goodwill and other long-lived assets. Future goodwill or other long-lived asset impairment charges could materially impact our consolidated financial statements.

We are a holding company and, therefore, may not be able to receive dividends or other payments in needed amounts from our subsidiaries.

The Company is organized as a holding company, a legal entity separate and distinct from our operating entities. As a holding company without significant operations of its own, our principal assets are the shares of capital stock of our subsidiaries. We rely on dividends, interest, and other payments from these subsidiaries to meet our obligations for paying principal and interest on outstanding debt, paying dividends to shareholders, repurchasing ordinary shares, and corporate expenses. Certain of our subsidiaries are subject to regulatory requirements of the jurisdictions in which they operate or other restrictions that may limit the amounts that subsidiaries can pay in dividends or other payments to us. Changes in law, regulatory actions, or other circumstances could restrict the ability of our subsidiaries to pay dividends or otherwise make

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payments to us. Furthermore, our subsidiaries may be unable to make timely payments to us when needed, which could impair our ability to meet our obligations, pay dividends, repurchase shares, or fund other aspects of our operations and corporate expenses.

Legal and Regulatory Risks

We are subject to E&O claims against us as well as other contingencies and legal proceedings, some of which, if determined unfavorably to us, could have a material adverse effect on our financial condition or results of operations.

We assist our clients with various matters, including advising on and placing insurance and reinsurance coverage and handling related claims, consulting on various human resources matters, and providing actuarial, investment consulting, asset management, and other services. E&O claims against us have in the past and may continue to allege our potential liability for damages arising from our services.

E&O claims include, for example, the failure of our employees or sub-agents, whether negligently or intentionally, to place coverage correctly or notify carriers of claims on behalf of clients, to provide insurance carriers with complete and accurate information relating to the risks being insured, or the failure to give error-free consulting, financial, investment or other advice. It is not always possible to prevent and detect E&Os, and the precautions we take may not be effective in all cases. In addition, we are subject to other types of claims, litigation, and proceedings in the ordinary course of business, which along with E&O claims, may seek damages, including punitive damages or damages on behalf of a plaintiff class, in amounts that could, if awarded, have a material adverse impact on the Company’s financial position, earnings, and cash flows. In addition to potential liability for monetary damages, such claims or outcomes could harm our reputation or divert management resources away from operating our business.

We have historically purchased, and intend to continue to purchase, insurance to cover E&O claims and other insurance to provide protection against certain losses that arise in such matters and other matters related to our operations. However, we may be unable to maintain, at commercially reasonable rates, our current levels of insurance coverage for E&O claims or other risks in future periods, and with respect to such periods may seek to expand our use of self-insurance programs such as captives, the funding of which may not adequately cover the costs of potential losses. Also, we have exhausted or materially depleted our coverage under some of the policies that protect us for certain years and, consequently, are self-insured or materially self-insured for some historical claims. Additionally, parts or all of an E&O claim could fall within insurance deductibles, self-insured retentions, or policy exclusions. Accruals for these exposures, and related insurance receivables, when applicable, have been provided to the extent that losses are deemed probable and are reasonably estimable. These accruals and receivables are adjusted from time to time as developments warrant and may also be adversely affected by disputes we may have with our insurers over coverage. Amounts related to settlement provisions are recorded in Other general expenses in the Consolidated Statements of Income. Discussion of some of these claims, lawsuits, and proceedings are contained in the Notes to Consolidated Financial Statements.

In addition, we provide a variety of guarantees and indemnifications to our customers and others. In the event of a default, our potential exposure is equal to the amount of the guarantee or indemnification.

Furthermore, our investment businesses provide advice to clients on: investment strategy, which can include advice on setting investment objectives, asset allocation, and hedging strategies; selection (or removal) of investment managers; the investment in different investment instruments and products; and the selection of other investment service providers such as custodians and transition managers. For some clients, we are responsible for making decisions on these matters and we may implement such decisions in a fiduciary or agency capacity without assuming title over the underlying funds or assets invested. Asset classes may experience poor absolute performance and third parties we recommend or select, such as investment managers, may underperform their benchmarks due to poor market performance, negligence, or other reasons, resulting in poor investment returns or losses. These losses may be attributable in whole or in part to alleged failures on our part or to events entirely outside of our control, including but not limited to uncertainty or volatility in financial markets due to economic, political, and regulatory conditions or pandemics. Plaintiffs have filed, and may continue to file, individual and class action lawsuits alleging investment consultants have charged excessive fees, given improper advice or taken investment actions due to conflicts of interest, or recommended investments that underperformed other investments available at the time. Defending against these claims can involve potentially significant costs, including legal defense costs, as well as cause substantial distraction, publicity and diversion of other resources. If any lawsuit against the Company or any other investment consultant or asset manager results in a large adverse verdict, the size of the verdict or resultant negative adverse publicity may prompt the filing of additional lawsuits. Furthermore, our ability to limit our potential liability is restricted in certain jurisdictions and in connection with claims involving breaches of fiduciary or agency duties or other alleged errors or omissions.

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The ultimate outcome of claims, lawsuits, proceedings, guarantees and indemnifications cannot be ascertained, and liabilities in indeterminate amounts may be imposed on us. It is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by an unfavorable resolution of these matters.

Our businesses are subject to extensive governmental regulation, which could reduce our profitability, limit our growth, or subject us to legal and regulatory actions.

Our businesses are subject to extensive legal and regulatory oversight throughout the world, including the Irish Companies Act, the U.S. securities laws, rules, and regulations, the rules and regulations promulgated by the FCA and a variety of other laws, rules, and regulations addressing, among other things, licensing, data privacy, data management and data protection, artificial intelligence, trade sanctions laws, restrictions and export controls, anti-money laundering, wage-and-hour standards, employment and labor relations, antitrust and competition, anti-corruption, currency, reserves, government contracting, and the amount of local investment with respect to our operations in certain countries. This legal and regulatory oversight could reduce our profitability or limit our growth by: increasing the costs of legal and regulatory compliance; limiting or restricting the products or services we sell, the markets we serve or enter, the methods by which we sell our products and services, the overall structure of our business units, the type of services and prices we can charge for our services, or the form of compensation we can accept from our clients, carriers, and third parties; or by subjecting our businesses to the possibility of legal and regulatory actions, proceedings, or fines.

The global nature of our operations increases the complexity and cost of compliance with laws and regulations adding to our cost of doing business. In addition, many of these laws and regulations may have differing or conflicting legal standards across jurisdictions, increasing the complexity and cost of compliance. In emerging markets and other jurisdictions with less developed legal systems, local laws and regulations may not be established with sufficiently clear and reliable guidance to provide us adequate assurance that we are operating our business in a compliant manner with all required licenses or that our rights are otherwise protected. In addition, certain laws and regulations, such as the Foreign Corrupt Practices Act and the Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act in the U.S., the Bribery Act of 2010 in the U.K. and the General Data Protection Regulation in the E.U., impact our operations outside of the legislating country by imposing requirements for the conduct of overseas operations, and in several cases, requiring compliance by foreign subsidiaries.

In addition to the complexity of the laws and regulations themselves, the development of new laws and regulations or changes in application or interpretation of current laws and regulations or conflict between them also increases our legal and regulatory compliance complexity and risk. Additionally, our acquisitions of new businesses and our continued operational changes and entry into new jurisdictions and development of new service offerings increases our legal and regulatory compliance complexity, as well as the type of governmental oversight to which we may be subject. Changes in laws and regulations could mandate significant and costly changes to the way we implement our services and solutions, impose additional licensure requirements or costs to our operations, workforce and services, or cause us to cease offering certain services or solutions. New or evolving laws or regulations may also lead our clients to include contractual requirements in their agreements with us, which may increase our costs of compliance or introduce additional organizational complexity. Furthermore, as we enter new jurisdictions or businesses and further develop and expand our services, including through acquisitions, we may become subject to additional types of laws and governmental oversight and supervision, such as those applicable to the financial lending or other service institutions. Regulatory developments that could result in changes that adversely affect us or cause us to change our business or operations include: additional requirements related to the use of artificial intelligence, and the use, access, privacy, protection, management, localization and transfer of data in jurisdictions in which we operate that may increase our costs of compliance and potentially reduce the manner in which we can use data; changes in tax regulations in the jurisdictions in which we operate; regulatory actions or changes that require us to change our compensation model; or additional regulations or other governmental action in jurisdictions in which we operate.

Governmental, investor, stakeholder and public attention to corporate sustainability matters, including new or changing reporting, diligence or disclosure rules and regulations, has increased in recent years and may continue to change the nature, scope, and complexity of matters that we are required to control, assess, and report. These and other rapidly changing laws, rules, regulations and expectations, which may differ across the jurisdictions in which we operate, may increase the cost of our compliance and risk management and increase the scope and rigor of data collection, controls, and external assurance of sustainability‑related information, and otherwise impact our business, each of which could have a material adverse effect on our business, results of operations, and financial condition. Increased scrutiny of corporate sustainability claims, and changes in client and investor preferences may also create legal, regulatory, contractual, and reputational risks and could require changes to our products, services, client engagements or operations, which may increase our cost of doing business. In addition, the shift toward a lower-carbon economy, driven by changes in laws, rules and regulations, low-carbon technology advancement, consumer sentiment, and/or liability risks, may negatively impact our business model and/or the business models of our clients.

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In all jurisdictions, the applicable laws and regulations are subject to amendment or interpretation by regulatory authorities. Generally, such authorities are vested with relatively broad discretion to grant, renew, and revoke licenses and approvals and to implement regulations. Accordingly, we may have a license revoked, limited, or be unable to obtain new licenses and therefore be precluded or suspended from carrying on or developing some or all of our activities or otherwise be fined or penalized in a given jurisdiction. Our business may be unable to develop or be conducted in any given jurisdiction as it has been conducted in the past. Changes in the regulatory scheme, or changes in how applicable regulations are interpreted or applied, could have an adverse impact on our results of operations by limiting revenue streams or increasing costs of compliance.

Our business’ regulatory oversight also includes licensing of insurance brokers and agents, managing general agency or general underwriting operations, and the regulation of the handling and investment of client funds held in a fiduciary capacity. Our continuing ability to provide insurance broking in the jurisdictions in which we operate depends on our compliance with the rules and regulations promulgated by the regulatory authorities in each of these jurisdictions, and our failure to adhere to these rules and regulations can expose us to fines, penalties, or other sanctions. We can also be affected indirectly by the governmental regulation and supervision of insurance companies. For instance, if we are providing or managing general underwriting services for an insurer, we may have to adhere to regulations affecting our insurer client.

Services provided in our Human Capital segment are also the subject of ever-evolving government regulation, either because the services provided to our clients are regulated directly or because third parties upon whom we rely to provide services to clients are regulated, thereby indirectly affecting the manner in which we provide services to those clients. In the U.S., legislative proposals have been introduced or proposed in Congress and in some state legislatures that would effect major changes in the health insurance industry, thereby impacting the cost for companies that offer healthcare benefits to their employees, or more broadly affecting the structure or the stability of the insurance markets. In particular, our health care exchange business depends upon the private sector of the U.S. insurance system and its role in financing health care delivery, and insurance carriers’ use and payment of commissions to agents, brokers, and other organizations to market and sell individual and family health insurance products and plans. Uncertainty regarding, or any changes to, state or federal law, or the interpretation of such law by applicable regulatory agencies could delay client adoption of our health care exchange, impair our ability to retain clients who have adopted our health care exchange, or cause insurance carriers to alter or eliminate the products and plans that they offer or attempt to move members into new products or plans for which we receive lower commissions. In addition, changes in laws, government regulations, or the way those regulations are interpreted in the jurisdictions in which we operate could affect the viability, value, use, or delivery of benefits and human resources programs, including changes in regulations relating to health and welfare plans (such as medical), defined contribution plans (such as 401(k)), or defined benefit plans (such as pension), may adversely affect the demand for, or profitability of, our services.

If we violate the laws and regulations to which we are subject, we could be subject to fines, penalties, or criminal sanctions and could be prohibited from conducting business in one or more jurisdictions. There can be no assurance that our employees, contractors, agents or business partners will not violate these laws and regulations, causing an adverse effect on our operations and financial condition.

Heightened regulatory oversight and scrutiny may lead to additional regulatory investigations, increased government involvement, or enforcement actions, which could consume significant management time and resources and could have adverse effects on our business and operations. For instance, increased scrutiny by competition authorities may increase our costs of doing business or force us to change the way we conduct business or refrain from or otherwise alter the way we engage in certain activities. Additionally, we could suffer significant financial or reputational harm if we fail to properly identify and manage potential conflicts of interest, which exist or could exist any time we or any of our employees or business partners have or may have an interest in a transaction or engagement that is inconsistent with our clients’ interests. This could occur, for example, when we are providing services to multiple parties in connection with a transaction. We also may provide multiple types of services to certain clients from more than one of our solution lines, creating a greater potential for conflicts with advisory services.

Due to the broad scope of our businesses and our client base, we regularly address potential conflicts of interest, including, without limitation, situations where our services to a particular client or our own investments or other interests conflict, or are perceived to conflict, with the interests of another client. If these are not adequately identified and managed, this could then lead to failure or perceived failure to protect the client’s interests, with consequential regulatory and reputational risks, including litigation or enforcement actions that could adversely affect us and our operations. Identifying and addressing conflicts of interest may also prove particularly difficult as we continue to bring systems and information together and integrate our existing and newly acquired businesses.

Insurance intermediaries have traditionally been remunerated by base commissions paid by insurance carriers in respect of insurance placements for clients, or by fees paid by clients. Intermediaries also obtain other revenue from insurance carriers. This revenue, when derived from carriers in their capacity as insurance markets (as opposed to as corporate clients of the intermediaries where they may be purchasing insurance or reinsurance or other non-market related services), is commonly

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known as market-derived income, or “MDI.” MDI is another example of an area in which potential conflicts of interest may arise. MDI takes a variety of forms, including volume- or profit-based contingent commissions, facilities administration charges, business development agreements, and fees for providing consulting services to carriers. Accepting this revenue is a lawful and generally commercially accepted business practice that may nonetheless be subject to scrutiny by various regulators under conflict of interest, anti-trust, unfair competition and anti-bribery laws and regulations, subject to legal or regulatory change, or negatively impacted by internal controls that are not fully effective.

Failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others, could harm our reputation, ability to compete effectively, and financial condition.

To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements, and other contractual arrangements with our affiliates, employees, clients, strategic partners, and others, as well as internal policies and procedures regarding our management of intellectual property. However, the protective steps that we take may be inadequate to deter misappropriation of our proprietary information. In addition, we may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Further, we operate in many jurisdictions and effective trademark, copyright, patent, and trade secret protection may not be available or adequate in every country or jurisdiction in which we offer our services or employ our colleagues. Additionally, our competitors may develop products similar to our products that do not infringe our intellectual property rights. Failure to protect our intellectual property adequately could harm our reputation and affect our ability to compete effectively.

In addition, to protect or enforce our intellectual property rights, we may initiate litigation against third parties, such as breach of contract, infringement suits or interference proceedings. Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages, and could limit our ability to use or offer certain technologies, products, or other intellectual property. Any intellectual property claims, with or without merit, could be expensive, take significant time and divert management’s attention from other business concerns. Successful challenges against us could require us to modify or discontinue our use of products, technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition, and operating results.

Operational Risks

The economic and political conditions of the countries and regions in which we operate could have an adverse impact on our business, financial condition, operating results, liquidity, and prospects for growth.

Our operations in countries undergoing political change or experiencing economic instability are subject to uncertainty and risks that could materially adversely affect our business. These risks include, particularly but not limited to in emerging markets, the possibility we would be subject to undeveloped or evolving legal systems, unstable governments and economies, impacts from geopolitical conflicts, and potential governmental actions affecting the flow of goods, services, currency and particular sectors or entities.

We may not realize all of the expected benefits from our restructuring plan and other operational improvement initiatives.

In 2023, we initiated a three-year restructuring program, Accelerating Aon United Program (the “Program”). The Program is intended to streamline our technology infrastructure, optimize our leadership structure and resource alignment, and reduce our real estate footprint to align to our hybrid working strategy. The Program includes technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation costs. The Program is currently expected to result in cumulative costs of approximately $1.3 billion, consisting of approximately $1.2 billion of cash charges and approximately $0.1 billion of non-cash charges.

We estimate that our annualized savings from the Program will be approximately $450 million by the end of 2027. Actual total costs, savings and timing may continue to vary from these estimates due to changes in the scope or assumptions underlying the Program and other operational improvement initiatives. We therefore cannot assure that we will achieve the targeted savings. Unanticipated costs or unrealized savings in connection with the Program and other operational improvement initiatives could adversely affect our consolidated financial statements.

Our success depends on our ability to retain, attract and develop experienced and qualified personnel, including our senior management team and other personnel.

We depend, in material part, upon the members of our senior management team who possess extensive knowledge and a deep understanding of our business and our strategy, as well as the colleagues who are critical to developing and retaining client relationships. The unexpected loss of services of any of these senior leaders could have a disruptive effect adversely impacting our ability to manage our business effectively and execute our business strategy. Additionally, competition for professional

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personnel remains intense, and competitors are using increasingly aggressive measures to recruit professional talent in our industry. We are constantly working to attract, develop, and retain these professionals. If we cannot successfully do so, our business, operating results, and financial condition could be adversely affected. We have been and may continue to be involved in disputes and litigation in connection with our efforts to retain and hire personnel, which can be disruptive to our business, distractive to management, costly, and may expose us to potential liability for monetary damages or reputational damage. If our succession and long-term compensation plans and programs for our senior management team and critical colleagues do not operate effectively or we are required to change these plans or programs, our business could be adversely affected.

We strive to maintain an equitable work environment that unlocks the full potential of all of our personnel. This includes our focus on colleague wellness, mental health and belonging, and building a flexible work environment that meets colleague and client needs. If we are unsuccessful in maintaining such a work environment or adapting to colleague needs or expectations, we could experience difficulty attracting and retaining personnel, which could have a negative impact on our business.

Our global operations expose us to various international risks that could adversely affect our business.

Our operations are conducted globally. Accordingly, we are subject to regulatory, legal, economic, and market risks associated with global operations and sourcing, including:

•difficulties in staffing and managing our offices, and overseeing joint venture operations and compliance in disparate jurisdictions, including due to unexpected inflation (including wage inflation) or job turnover, and the increased travel, infrastructure, and legal and compliance costs and risks associated with multiple international locations (including increased exposure to financial crime);

•hyperinflation in certain countries;

•the impacts of geopolitical conflicts;

•conflicting regulations across the countries in which we do business;

•imposition of investment requirements or other restrictions by governments in certain countries;

•longer payment cycles;

•greater difficulties in collecting accounts receivable;

•insufficient demand for our services in certain jurisdictions;

•our ability to execute effective and efficient cross-border sourcing of services on behalf of our clients;

•difficulties in transitioning operations from one country to another without interruption or reduction in the quality of those operations;

•attracting, identifying and retaining qualified personnel in the countries in which we operate;

•the reliance on or use of third parties to perform services on behalf of the Company;

•disparate tax regimes;

•restrictions on the import and export of technologies; and

•trade barriers, trade wars, tariffs or trade sanctions.

Our business performance, strategies and growth plans could be negatively affected if we are not able to develop, implement, update, and enhance solutions to support our business operations or if we are not able to effectively drive value for our clients.

Our success depends, in part, on our ability to enhance and implement the systems necessary to operate our businesses and to achieve intended efficiencies and improvements. We may not be successful in anticipating or responding to rapid and continuing changes in technology, data and analytics, industry standards and client preferences. The effort to gain necessary expertise and achieve internal efficiencies through technology and data and analytics requires us to incur significant expenses, and we may not be successful in identifying the optimal funding priorities. We make investments in technology and data and analytics to operate our businesses and achieve intended efficiencies; however, our investments and enhancements may not be sufficient to respond to needs across all of our businesses. In addition, data quality, integrity and availability is increasingly important to the success of our business strategies, operations, and our ability to leverage our data, both in our products and as a

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strategic asset. If we are not successful in developing and maintaining expertise in process excellence, technology and data management, our business performance may be compromised.

The occurrence of natural or human-caused disasters could result in declines in business and increases in claims that could adversely affect our financial condition and results of operations.

We are exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, fires, floods, droughts, tornadoes, extreme weather, or other climate events; pandemic health events (such as the COVID-19 pandemic), and human-caused disasters, including acts of terrorism, civil unrest, violence, military actions, and cyber-terrorism (including, but not limited to, ransomware). The continued threat of terrorism and other events or disasters may cause significant volatility in global financial markets, and a natural or human-caused disaster could trigger energy shortages, public health issues, or an economic downturn or instability in the areas directly or indirectly affected by the disaster. These consequences could, among other things, result in a decline in business and increased claims from those areas. They could also result in reduced underwriting capacity, making it more difficult for our professionals to place business. Disasters also could disrupt public and private infrastructure, including communications and financial services, which could disrupt our normal business operations and negatively impact the abilities of our counterparties to pay for our services on time or at all. If access to underwriting markets for certain lines of coverage becomes unavailable or difficult due to the impact of climate change on the claims environment, this may have a negative impact on our clients’ access to coverage, which could in turn reduce our ability to place certain lines of coverage and negatively impact our business.

A natural or human-caused disaster also could disrupt the operations of our counterparties or result in increased prices for the products and services they provide to us. In addition, a disaster could adversely affect the value of the assets in our investment portfolio. Finally, a natural or human-caused disaster could increase the incidence or severity of E&O claims against us. Climate change may increase the likelihood or severity of a natural or human-caused disaster.

Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, or legal liability.

Our operations are dependent upon our ability to protect our personnel, offices, and technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations. Should we experience a local or regional disaster or other business continuity problem, such as a security or cyber incident or attack, a natural disaster, climate event, terrorist attack, pandemic, power loss, telecommunications failure, or other natural or human-caused disaster, our continued success will depend, in part, on the availability of our personnel and office facilities, and the proper functioning of computer systems, telecommunications, and other related systems and operations. In events like these, while our operational size, the multiple locations from which we operate, and our existing back-up systems provide us with some degree of flexibility, we still can experience near-term operational challenges in particular areas of our operations. We could potentially lose access to key executives, personnel, or client data or experience material adverse interruptions to our operations or delivery of services to our clients in a disaster recovery scenario. A disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships, or legal liability.

We rely on third parties to perform key functions of our business operations enabling our provision of services to our clients. These third parties may act in ways that could harm our business.

We rely on third parties, and in some cases subcontractors, to provide services, data, and information such as technology, information security, funds transfers, data processing, support functions, and administration that are critical to the operations of our business. Certain parties may receive, or otherwise have access to, confidential client, employee, or company information.

These third parties include correspondents, agents and other brokerage and intermediaries, insurance markets, data providers, plan trustees, payroll service providers, benefits administrators, software and system vendors, business process outsourcing providers, health plan providers, investment managers, and providers of human resources, among others. As we do not fully control the actions of these third parties, we are subject to the risk that their decisions, actions, or inactions may adversely impact us and replacing these service providers could create significant delay and expense. Our failure to manage our key suppliers and our day-to-day operations with effective controls, and/or a failure by third parties to comply with service level agreements or regulatory or legal requirements in a high quality and timely manner, particularly during periods of our peak demand for their services, could result in economic, legal, and reputational harm to us. In addition, we face risks as we transition from in-house functions to third- party support functions and providers that there may be disruptions in service or other unintended results that may adversely affect our business operations. These third parties face their own technology, operating, business, and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential client, employee, or company information, could cause harm to our business and reputation. An interruption in or

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the cessation of service by any service provider as a result of systems failures, cybersecurity or data privacy incidents (including, but not limited to, ransomware), capacity constraints, financial difficulties, or for any other reason could disrupt our operations, impact our ability to offer certain products and services, and result in contractual or regulatory penalties, liability claims from clients, or employees, damage to our reputation, and harm to our business.

Our business is exposed to risks associated with the handling of client funds.

Certain of our businesses collect premiums from insureds and remit the premiums to the respective insurers. We also collect claims or refunds from insurers on behalf of insureds, which are then remitted to the insureds. Consequently, at any given time, we may be holding and managing funds of our clients. This function creates a risk of loss arising from, among other things, fraud by employees or third parties, execution of unauthorized transactions, errors relating to transaction processing, or cybersecurity events or security breaches. Our business could also be negatively impacted in the event the financial institution in which we hold these funds suffers any kind of insolvency or liquidity event. The occurrence of any of these types of events in connection with this function could cause us financial loss and reputational harm.

In connection with the implementation of our corporate strategies and initiatives, we face risks associated with, among others, the acquisition or disposition of businesses, the integration and development of acquired businesses, and the entry into new lines of business or products.

In pursuing our corporate strategy, we often acquire other businesses or dispose of or exit businesses we currently own and we routinely are actively engaged in the process of identifying, analyzing, and negotiating possible transactions. The success of this strategy is dependent upon our ability to identify appropriate acquisition and disposition targets, negotiate transactions on favorable terms, secure regulatory approval of transactions where required, complete transactions and, in the case of acquisitions, successfully integrate them into our existing businesses and culture. If we are unable to identify appropriate acquisition targets, or if our competitors are more successful in identifying acquisition targets at favorable valuations, we may fail to achieve desired strategic goals, capabilities and efficiencies, and our results of operations may be adversely affected. If a proposed transaction is not consummated, the time and resources spent pursuing it could adversely impact employees, clients and shareholders and the failure to consummate a proposed transaction could result in payment of termination fees and reimbursement of expenses, reputational harm, disputes and litigation and missed opportunities to locate and acquire other businesses. If acquisitions are made, there can be no assurance that we will realize the anticipated benefits of such acquisitions, including, but not limited to, revenue growth, operational efficiencies, or expected synergies, and we could incur unexpected or significant costs in connection with integration. Furthermore, integration of acquisitions, including the NFP acquisition, could divert management’s attention from other business concerns and involve inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect our ability to achieve the anticipated benefits of a given acquisition or otherwise negatively impact our business. If we dispose of or otherwise exit certain businesses, there can be no assurance that we will not incur certain disposition related charges, will not be subject to post-closing liabilities, obligations or restrictions, will be able to reduce overhead related to the divested assets, or will realize the intended benefits of the disposition.

Many of the businesses that we acquire and develop will likely have significantly smaller scales of operations prior to the implementation of our growth strategy. If we are not able to manage the growing complexity of these businesses, including improving, refining, or revising our systems and operational practices, and enlarging the scale and scope of the businesses, our business may be adversely affected. Other risks include developing knowledge of and experience in the new business, product or service, integrating the acquired business into our systems and culture, recruiting and retaining experienced professionals, and developing and capitalizing on new relationships with experienced market participants. External factors, such as compliance with new or revised regulations, competitive alternatives, and shifting market preferences may also impact the successful implementation of a new line of business, products, or services. Failure to manage these risks in the acquisition or development of new businesses could materially and adversely affect our business, results of operations, and financial condition.

Risks Related to Technology, Cybersecurity, Data

We rely on complex information technology systems and networks to operate our business. Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, operations, sales, and operating results.

We rely on the efficient, uninterrupted, and secure operation of complex information technology systems and networks, some of which are within the Company and some of which are outsourced to third parties. All information technology systems are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to cyber-attacks, malicious or destructive code, ransomware, social engineering attacks, generative artificial intelligence and deepfake attacks, denial of service attacks, data and security breaches, and unauthorized access or improper actions by third parties with whom

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we engage, insiders or employees. We are at risk of attack by a growing list of adversaries through new and increasingly sophisticated methods of attack, including methods that take advantage of remote work scenarios and evolving geopolitical risks. Because the techniques used to obtain unauthorized access or sabotage systems change frequently , we may be unable to anticipate these techniques, implement and maintain adequate preventative measures, or detect respond, and if required, disclose to third parties quickly enough in the event of an incident or attack. We regularly experience social engineering attempts, and increasingly sophisticated attempted attacks to our systems and networks, certain of which have been successful and have resulted in unauthorized access to our systems and data. Aon has from time to time experienced cybersecurity incidents, such as malicious or destructive code, unauthorized parties gaining access to our information technology systems, ransomware incidents, data loss via malicious and non-malicious methods, and similar incidents, which to date have not had a material impact on our business. If we are unable to efficiently and effectively maintain and upgrade our system safeguards, we may incur unexpected costs and certain of our systems may become more vulnerable to unauthorized access. Aon has from time-to-time experienced and may experience in the future problems with the information technology systems of vendors, including breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, difficulties in the migration of services or data to third parties or the cloud hosted by third parties, cyber-attacks, and security breaches, any of which could adversely affect our ability to deliver products and services to customers and otherwise conduct business. Additionally, we are a global and acquisitive organization and we therefore may not adequately identify weaknesses in certain of our information systems, including those of targets we acquire, which could expose us to unexpected liabilities and fines or make our own systems more vulnerable to attack. These types of incidents affecting us, our clients, insurance carriers, vendors, or other third-parties could result in intellectual property or other confidential information being lost or stolen, including client or employee personal information or company data.

We have implemented various measures to manage our risks related to system and network security and disruptions, but a security breach or a significant or extended disruption in the functioning of our information technology systems could damage our reputation, cause us to lose clients, adversely impact our operations, sales, and operating results, and require us to incur significant expense (in connection with incident response, remediation efforts, or otherwise) and divert resources to address and remediate or otherwise resolve such issues. Additionally, in order to maintain the level of security, service, and reliability that our clients require, we may be required to make significant additional investments in our information technology systems.

Improper disclosure of confidential, personal, or proprietary data could result in regulatory scrutiny, legal liability, or harm to our reputation.

One of our significant responsibilities is to maintain the security and privacy of our employees’ and clients’ confidential and proprietary information, including confidential information about our clients’ and employees’ compensation, medical information, and other personally identifiable information. We maintain policies, procedures, and technological safeguards designed to protect the security and privacy of this information, including its timely disposal in connection with applicable regulatory requirements. It is possible that our internal policies, procedures and technical safeguards may not be adequate to ensure that confidential, proprietary or otherwise sensitive information is timely disposed of or deleted in a manner compliant with such policies and applicable law or regulation. We have experienced cyber incidents and cannot eliminate the risk of human error, employee or vendor malfeasance, or cyber-attacks that could result in improper access to or disclosure of confidential, personal, or proprietary information. Such access or disclosure could harm our reputation and subject us to liability under our contracts and laws and regulations that protect personal data, resulting in increased costs, fines, loss of revenue, and loss of clients. The release of confidential information as a result of a security breach, human error, or otherwise could also lead to litigation or other proceedings against us by affected individuals or business partners, or by regulators, and the outcome of such proceedings, which could include penalties or fines, could have a significant negative impact on our business.

Regulation in the areas of data privacy, data protection, data management, data transfer, data localization, artificial intelligence, and cybersecurity could increase our costs and affect or limit our business opportunities.

In many jurisdictions, including in the E.U. and the U.S., we are subject to laws and regulations relating to the collection, use, retention, security, and transfer of the confidential information of third parties, including our clients’ and employees’ confidential information. These laws and regulations are frequently changing and are becoming increasingly complex and sometimes conflict among the various jurisdictions and countries in which we provide services both in terms of substance and enforceability. This makes compliance challenging and expensive. In addition, many privacy laws and related rules and regulations require us to provide individuals with information on how their personal data is used within Aon or collected from our websites. Additionally, certain jurisdictions’ regulations include notice provisions that may require us to inform affected clients or employees, or the applicable regulatory authority, in the event of a breach of confidential information before we fully understand or appreciate the extent of the breach. These disclosure and notice provisions present operational challenges and related risk. In particular, there have been a number of recently adopted privacy laws around the globe including but not limited to significant privacy rulings in the E.U., which have imposed significant changes to the way companies export personal data. New guidance issued by regulators has and will continue to require significant time and resources to implement and may

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require significant effort to review changes to IT systems and transfer methods. Non-compliance with new and existing laws could result in proceedings against us by governmental entities or others and additional costs in connection therewith. We expect additional jurisdictions to continue to adopt new regulations in these areas and that existing regulations may be amended as governments continue to legislate in respect of personal data. We have incurred expenses and devoted resources, and will continue to incur expenses and devote resources, to bring our practices into compliance with these regulations and future regulations. Our failure to comply with or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability, proceedings or fines against us by governmental entities or others, or impair our reputation in the marketplace. Further, regulatory initiatives in these areas are more frequently including provisions allowing authorities to impose substantial fines and penalties, and therefore, failure to comply could also have a significant financial impact.

A growing number of jurisdictions, particularly in the E.U. and U.S., have introduced and enacted laws and regulations regarding the responsible development and use of artificial intelligence and similar tools. These new regulations and any subsequent laws or regulations may present additional complexity and risk to our business, particularly but not limited to where these laws overlap with privacy laws designed to protect individuals.

Risks Related to Being an Irish-incorporated Company

We are incorporated in Ireland, and Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities.

It may not be possible to enforce court judgments obtained in the U.S. against us in Ireland, based on the civil liability provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on those laws. We have been advised that the U.S. currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

As an Irish company, we are governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the U.S.

In addition, depending on the circumstances, the acquisition, ownership and/or disposition of our ordinary shares may subject shareholders to different or additional tax consequences under Irish law including, but not limited to, Irish stamp duty, dividend withholding tax and capital acquisitions tax.

As an Irish public limited company, certain capital structure decisions regarding the Company require the approval of shareholders, which may limit the Company’s flexibility to manage its capital structure.

Irish law generally provides that a board of directors may allot and issue shares (or rights to subscribe for or convert into shares) if authorized to do so by a company’s constitution or by an ordinary resolution of shareholders. Such authorization may be granted in respect of up to the entirety of a company’s authorized but unissued share capital and for a maximum period of five years, at which point it must be renewed by another ordinary resolution. The Company’s constitution originally authorized our directors to allot shares up to the maximum of the Company’s authorized but unissued share capital for a period of five years from March 31, 2020. The Company’s shareholders passed resolutions at the Company’s annual general meetings of shareholders held on June 21, 2024, and June 27, 2025 to ultimately extend such authority to allot and issue, or grant rights to acquire, such number of shares up to approximately twenty percent of the Company’s issued share capital as of April 11, 2025, with such authority expiring on December 27, 2026. This authorization will need to be renewed by ordinary resolution upon its expiration and at periodic intervals thereafter.

Irish law also generally provides shareholders with statutory pre-emption rights when new shares are issued for cash. However, it is possible for such statutory pre-emption rights to be dis-applied in a company’s constitution or by a special resolution of shareholders. The Company’s constitution originally dis-applied statutory pre-emption rights up to the maximum of the Company’s authorized but unissued share capital for a period of five years from March 31, 2020. The Company’s shareholders passed a resolution at the Company’s most recent annual general meeting of shareholders renewing such authority until December 27, 2026, to (i) allot and issue, or grant rights to acquire, shares for cash in connection with a rights issue in

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favor of the holders of shares where the shares (or rights to acquire shares) attributable to such holders are proportional to the respective number of shares held by them; and (ii) otherwise, for up to approximately twenty percent of the Company’s issued share capital as of April 11, 2025. This dis-application will need to be renewed by special resolution upon its expiration and at periodic intervals thereafter.

Irish law requires us to have available “distributable profits” to pay dividends to shareholders and generally to make share repurchases and redemptions.

Under Irish law, we may only pay dividends and, generally, make share repurchases and redemptions from distributable profits. Distributable profits may be created through the earnings of the Company or other methods (including certain intra-group reorganizations involving the capitalization of the Company’s un-distributable profits and their subsequent reduction).

While it is our intention to maintain a sufficient level of distributable profits in order to pay dividends on our ordinary shares and make share repurchases, the Company may be unable to maintain the necessary level of distributable profits to do so.

Item 1B.    Unresolved Staff Comments

None.

Item 1C.    Cybersecurity

Aon has from time-to-time experienced cybersecurity incidents. In the event of a cybersecurity incident, Aon responds in accordance with our policies, processes, applicable laws and regulations. When necessary, Aon also engages third parties, such as external cybersecurity advisors to investigate and remediate incidents. To date, the cybersecurity incidents have not had a material impact on our business strategy, results of operations, or financial condition, but we face risks from cybersecurity threats that, if realized, may materially affect us, including our business strategy, results of operations, or financial condition. For additional information regarding the risks from cybersecurity threats, please see the risk factors entitled “We rely on complex information technology systems and networks to operate our business. Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, operations, sales, and operating results” and “Improper disclosure of confidential, personal, or proprietary data could result in regulatory scrutiny, legal liability, or harm to our reputation” in Part I, Item 1A of this report.

Aon strives to protect the personal and confidential data of our clients and our colleagues. To do so, Aon engages in a risk-based approach to adopting and implementing technical, organizational, administrative, and physical safeguards for cybersecurity. One key component to safeguard against risks facing Aon’s technology and security is Aon’s enterprise risk management (“ERM”) program. Aon’s management carries out the daily processes, controls, and practices of the Company’s ERM program, many of which are embedded within our operations, including the identification, assessment, prioritization, and mitigation of cybersecurity risks. Aon uses external service providers, where appropriate, to assess, test or otherwise assist with aspects of its security processes.

The Company’s Board oversees Aon’s ERM program and allocates certain oversight responsibilities to its committees and any sub-committees, as appropriate. The Board has delegated to the Audit Committee the primary responsibility for the oversight of the Company’s ERM program. The Audit Committee also has primary responsibility for the oversight of cybersecurity risk and engages in regular discussion with management regarding cybersecurity and privacy risk mitigation and incident management, including risks arising from the use of artificial intelligence. Cybersecurity matters are an important focus of our Board’s oversight of risk. The Company’s management, including the Chief Information Security Officer (“CISO”), regularly presents (no less than twice annually) to the Audit Committee of the Board regarding cybersecurity matters. Members of senior management attend Board and committee meetings to address any questions or concerns raised by the Board related to risk management, including those relating to cybersecurity, and any other matters.

In addition, Aon maintains a Global Cybersecurity Services (“GCS”) organization, led by the CISO, with dedicated cybersecurity personnel responsible for protecting Aon’s information and information systems. Aon’s CISO reports to Aon’s Chief Operating Officer and is an experienced cybersecurity professional, with over 15 years’ experience in information security.

The Company’s Global Emergency Operations Center (“GEOC”) serves as a single point of control, coordination, and communication for protecting Aon's people, property, and information. The GEOC is responsible for triage of all incidents pertaining to the confidentiality, integrity, and availability of customer data. The GEOC monitors threat intelligence reporting and receives alerts and reports from Aon colleagues and IT systems. In coordination with the Global Privacy & Data Trust Office (“GPDTO”) and GCS, the GEOC reports significant cybersecurity incidents to the Cyber Incident Governance Committee (“CIGC”).

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The CIGC is comprised of members of management, and is responsible for reviewing significant cybersecurity incidents. The CIGC includes the CISO, the Chief Privacy and Data Trust Officer, and other representatives from the Company’s GPDTO and GCS, as well as leaders from the Company’s operations, Risk Management, Law & Compliance, Controllership, Internal Audit, and Communications functions. The CIGC reviews and assesses cybersecurity incidents and is responsible for coordinating the mitigation and remediation of such incidents.

The Company regularly conducts security scanning and reviews of regulatory IT controls. Additional security reviews may be triggered in connection with the assessment of new projects, business initiatives or third-party/supplier engagements. The Company’s Internal Audit function follows a risk-based approach to evaluating controls over key enterprise risks, including cybersecurity, as well as compliance with select regulations and corporate policies.

Aon has established a third-party risk governance program that creates guidelines for selecting and managing its suppliers, including assessing of their operational capabilities, adherence to the Company’s data security requirements, and technical, organizational, and physical safeguards. Contractual requirements and periodic reviews are designed to promote compliance with Aon’s security requirements. Aon’s GPDTO and Law & Compliance department work with business units to incorporate appropriate controls into supplier contracts.

The Company’s controls are designed to align to the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework . This does not imply that we meet any particular technical standards, specifications or requirements at all times but that the aforementioned frameworks help us identify, assess, and manage cybersecurity risks relevant to our business. We also maintain insurance to provide protection against certain losses that may be associated with a cybersecurity breach or data privacy event, although our coverage may not be sufficient to offset all losses arising from such events.

We use the aforementioned risk-based approach to cybersecurity to promote accountability for all of our functions across our businesses as well as our third parties to monitor for and prevent any adverse consequences from cybersecurity risks. These risks are continuously evolving, and our program is designed to evaluate these risks on an ongoing basis.

Item 2.    Properties

We have offices in various locations throughout the world. Substantially all of our offices are located in leased premises. We maintain our corporate headquarters at 15 George's Quay, Dublin 2, Ireland, where we occupy approximately 29,000 square feet of space under an operating lease agreement that expires in 2044. The following are additional significant leased properties, along with the occupied square footage and expiration.

Property:	Occupied Square Footage	Lease Expiration Dates
165 Broadway, New York, New York	204,000	2028
200 E. Randolph Street, Chicago, Illinois	191,000	2031
122 Leadenhall Street, London, England	178,000	2034

As leases expire, we do not anticipate difficulty in negotiating renewals or finding other satisfactory space if the premise becomes unavailable. We believe that the facilities we currently occupy are adequate for the purposes for which they are being used and are well maintained. In certain circumstances, we may have unused space and may seek to sublet such space to third parties, depending upon the demands for office space in the locations involved. As part of our AAU restructuring program, we are reducing our real estate footprint to align with our hybrid working strategy. See Note 9 “Lease Commitments” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report for information with respect to our lease commitments as of December 31, 2025.

Item 3.    Legal Proceedings

We hereby incorporate by reference Note 16 “Claims, Lawsuits, and Other Contingencies” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report.

Item 4.    Mine Safety Disclosure

Not applicable.

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Information about our Executive Officers

The executive officers of Aon, as of February 13, 2026 unless otherwise noted, their business experience during a period of the last five years or longer, and their ages and positions held are set forth below.

Name	Age	Position
Gregory C. Case	63	President and Chief Executive Officer. Mr. Case became Chief Executive Officer of Aon in April 2005 and assumed the additional title of President in March 2025. Prior to joining Aon, Mr. Case was a partner with McKinsey & Company, a global management consulting firm, for 17 years, most recently serving as head of the Financial Services Practice. He previously was responsible for McKinsey’s Global Insurance Practice and was a member of McKinsey’s governing Shareholders’ Council. Prior to joining McKinsey, Mr. Case worked for the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City.
Anne Corona	48	CEO, Enterprise Clients and Global Chief Commercial Officer. Ms. Corona was named Chief Executive Officer, Enterprise Clients and Global Chief Commercial Officer in December 2024. Ms. Corona previously held several leadership roles since joining Aon in 2000, including CEO, Asia Pacific immediately prior to her appointment; President of Aon’s Financial Services Group; and Chief of Staff for the office of the global CEO.
David DeBrunner	59	Chief Accounting Officer and Global Controller. Mr. DeBrunner joined Aon as Chief Accounting Officer and Global Controller in September 2025. Before joining Aon, Mr. DeBrunner served as Vice President, Controller and Chief Accounting Officer of Ally Financial Inc., a bank holding company. Prior to joining Ally, Mr. DeBrunner was Senior Vice President and Corporate Controller at Fifth Third Bancorp.
Lori Goltermann	59	CEO, Regions and North America. Ms. Goltermann became CEO, Regions and North America in March 2024. Ms. Goltermann previously held a variety of roles at Aon since joining in 1993, including CEO, Global Enterprise Clients, and CEO of Aon’s U.S. Commercial Risk and Health Solutions businesses; and CEO, U.S. Health Solutions practice.
Andy Marcell	58	CEO, Global Solutions. Mr. Marcell was named Chief Executive Officer, Global Solutions, in June 2025. Prior to this Mr. Marcell held several leadership roles since joining Aon in 2015, including as CEO of Global Reinsurance Solutions from 2018 to 2023, and as CEO of Risk Capital from 2023 until June 2025.
Edmund Reese	51	Chief Financial Officer. Mr. Reese became Chief Financial Officer of the Company in July 2024. Prior to joining Aon, Mr. Reese served as the Corporate Vice President, Chief Financial Officer of Broadridge Financial Solutions, Inc., a financial technology and services provider, since 2020. Mr. Reese joined Broadridge from American Express Company, a bank holding company and financial services provider, where he most recently served as Senior Vice President and CFO of the Global Consumer Services Group since April 2019.
Mindy Simon	49	Chief Operating Officer. Ms. Simon joined Aon as Chief Operating Officer in October 2022. Prior to joining Aon, Ms. Simon served as Chief Information Officer for Conagra Brands since June 2017. Prior to her role as Chief Information Officer, Ms. Simon held a variety of roles in finance and information technology with Conagra Brands since joining the company in 2000, including serving as VP Global Business Services from January 2016 to June 2017, and VP Information Technology from 2008 to 2016.
Lisa Stevens	55	Chief Administrative Officer. Ms. Stevens joined Aon in December 2018 as Global Executive Vice President and was named as Chief People Officer in October 2019 and Chief Administrative Officer in July 2024. Prior to joining Aon, Ms. Stevens held a variety of roles during her 29-year career at Wells Fargo, most recently as Executive Vice President where she led the Western Region for the Community Bank.
Darren Zeidel	54	General Counsel and Company Secretary. Mr. Zeidel was named General Counsel and Company Secretary in July 2019. Prior to this Mr. Zeidel held several leadership roles with Aon, including as Deputy General Counsel immediately prior to his appointment; Global Chief Counsel - Corporate, Retirement & Investment and Health Exchanges from 2017 to 2019; and Global Chief Counsel of Aon Hewitt upon joining Aon in 2012 to 2017. Before this Mr. Zeidel worked for Honeywell, where he held business segment general counsel roles in the aerospace strategic business unit and at Honeywell UOP LLC. Mr. Zeidel began his career as an Associate in the Mergers and Acquisitions group in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP.

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PART II

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our class A ordinary shares, $0.01 nominal value per share, are traded on the NYSE under the trading symbol AON.

In February 2026, Aon paid a quarterly cash dividend of $0.745 per share. The declaration of future cash dividends is at the discretion of our Board of Directors and will depend upon our future earnings, liquidity, cash flows, capital allocation, financial conditions, and other factors.

On February 12, 2026 the last reported sale price of our ordinary shares as reported by the NYSE was $314.49 per share. We have approximately 448 holders of record of our class A ordinary shares as of February 12, 2026.

The following information relates to the repurchases of equity securities by Aon or any affiliated purchaser during each month within the fourth quarter of the fiscal year covered by this report:

Period	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (2)
10/1/25 – 10/31/25	236,345	$	352.58	236,345	$	1,483,944,827
11/1/25 – 11/30/25	222,500	$	347.58	222,500	$	1,406,609,003
12/1/25 – 12/31/25	256,373	$	348.45	256,373	$	1,317,276,106
	715,218	$	349.54	715,218	$	1,317,276,106

(1)Does not include commissions paid to repurchase shares.

(2)The Repurchase Program was established in April 2012 with $5.0 billion in authorized repurchases and was increased by $5.0 billion in authorized repurchases in each of November 2014, June 2017, and November 2020, and by $7.5 billion in February 2022 for a total of $27.5 billion in repurchase authorizations.

Information relating to the compensation plans under which equity securities of Aon are authorized for issuance is set forth under Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this report and is incorporated herein by reference.

We did not make any unregistered sales of equity in 2025.

Item 6.    [Reserved]

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Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY OF 2025 FINANCIAL RESULTS

Aon plc is a leading global professional services firm providing a broad range of Risk Capital and Human Capital solutions. Through our experience, global reach, and comprehensive analytics, we help clients meet rapidly changing, increasingly complex, and interconnected challenges related to risk and people. We are committed to accelerating innovation to address unmet and evolving client needs so that our clients are better informed, better advised, and able to make better decisions to protect and grow their business. Management remains focused on strengthening Aon and uniting the firm with a portfolio of Risk Capital and Human Capital capabilities enabled by data and analytics and a united operating model to deliver additional insight, connectivity, and efficiency.

Financial Results

The following is a summary of our 2025 financial results:

•Revenue increased $1.5 billion, or 9%, to $17.2 billion, reflecting 6% organic revenue growth, driven by net new business and ongoing strong retention and acquired revenues from NFP. Risk Capital revenue increased $773 million, or 7%, to $11.3 billion and Human Capital revenue increased $698 million, or 13%, to $5.9 billion in 2025 compared to 2024.

•Operating expenses increased $1.0 billion, or 8%, to $12.8 billion in 2025 due primarily to the inclusion of NFP’s operating expenses and an increase in expenses associated with 6% organic revenue growth, partially offset by $160 million of additional net restructuring savings and lower NFP transaction- and integration-related expense. Risk Capital operating expenses increased $629 million, or 9%, to $7.9 billion and Human Capital operating expenses increased $431 million, or 11%, to $4.5 billion in 2025 compared to 2024.

•Operating margin increased to 25.3% in 2025 from 24.4% in 2024, driven primarily by organic revenue growth of 6% and $160 million of net restructuring savings, partially offset by an increase in operating expenses as previously described, the addition of NFP and lower fiduciary investment income. Risk Capital operating margin decreased to 30.4% in 2025 from 31.3% in 2024 and Human Capital operating margin increased to 23.9% in 2025 from 21.9% in 2024.

•Due to the factors set forth above, as well as the $1.2 billion gain from the disposal of the NFP Wealth business, net income was $3.8 billion in 2025, an increase of $1.0 billion, or 38%, from 2024.

•Diluted earnings per share was $17.02 per share in 2025 compared to $12.49 per share in the prior year period.

•Cash flows provided by operating activities was $3.5 billion in 2025, an increase of $446 million, or 15%, from $3.0 billion in 2024, due primarily to strong adjusted operating income growth and lower NFP-related transaction costs, partially offset by working capital headwinds.

We focus on four key metrics that are not presented in accordance with U.S. GAAP, which we communicate to shareholders: organic revenue growth, adjusted operating margin, adjusted diluted earnings per share, and free cash flow. These non-GAAP metrics should be viewed in addition to, not instead of, our Consolidated Financial Statements. The following is our measure of performance against these four metrics for 2025:

•Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was 6% in both 2025 and 2024, driven by net new business and ongoing strong retention, as well as positive net market impact.

•Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was 32.4% in 2025, compared to 31.5% in the prior year. The increase in adjusted operating margin primarily reflects organic revenue growth of 6%, $160 million of additional net restructuring savings and a decrease in incentive compensation, partially offset by the addition of NFP, an increase in operating expenses as previously described and lower fiduciary investment income. Risk Capital adjusted operating margin decreased to 34.3% in 2025 from 34.6% in 2024 and Human Capital adjusted operating margin increased to 32.2% in 2025 from 29.5% in 2024.

•Adjusted diluted earnings per share, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was $17.07 per share in 2025, an increase of $1.47 per share, or 9%, from $15.60 per share in 2024.

•Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was $3.2 billion in 2025, an increase of $401 million, or 14%, from $2.8 billion in 2024, reflecting an increase in cash flows from operations, partially offset by a $45 million increase in capital expenditures.

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REVIEW OF CONSOLIDATED RESULTS

Summary of Results

Our consolidated results are as follows (in millions):

	Years Ended December 31
	2025		2024		2023
Revenue
Total revenue	$	17,181	$	15,698	$	13,376
Expenses
Compensation and benefits	8,985		8,283		6,902
Information technology	568		539		534
Premises	337		325		294
Depreciation of fixed assets	188		183		167
Amortization and impairment of intangible assets	778		503		89
Other general expense	1,616		1,641		1,470
Accelerating Aon United Program expenses	365		389		135
Total operating expenses	12,837		11,863		9,591
Operating income	4,344		3,835		3,785
Interest income	19		67		31
Interest expense	(815)		(788)		(484)
Other income (expense)	1,211		348		(163)
Income before income taxes	4,759		3,462		3,169
Income tax expense	1,009		742		541
Net income	3,750		2,720		2,628
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests	55		66		64
Net income attributable to Aon shareholders	$	3,695	$	2,654	$	2,564
Diluted net income per share attributable to Aon shareholders	$	17.02	$	12.49	$	12.51
Weighted average ordinary shares outstanding - diluted	217.1		212.5		205.0

Our segment results are as follows (in millions):

	Twelve Months Ended December 31,
	Risk Capital						Human Capital						Corporate/Eliminations (1)				Total Consolidated
	2025			2024			2025			2024			2025		2024		2025			2024
Revenue
Total revenue	$	11,290		$	10,517		$	5,907		$	5,209		$	(16)	$	(28)	$	17,181		$	15,698
Expenses
Compensation and benefits	5,832			5,417			3,060			2,739			93		127		8,985			8,283
Information technology	372			368			186			168			10		3		568			539
Premises	216			215			116			110			5		—		337			325
Other expenses (2)	1,434			1,225			1,135			1,049			378		442		2,947			2,716
Total operating expenses	7,854			7,225			4,497			4,066			486		572		12,837			11,863
Operating income	$	3,436		$	3,292		$	1,410		$	1,143		$	(502)	$	(600)	$	4,344		$	3,835
Operating margin	30.4		%	31.3		%	23.9		%	21.9		%					25.3		%	24.4		%

(1)Segment expenses exclude governance costs, post-retirement benefits, and other costs that are not directly attributable to a specific segment.

(2)Includes expenses related to depreciation of fixed assets, amortization and impairment of intangible assets, Accelerating Aon United Program expenses, and other general expenses.

Refer to “Non-GAAP Metrics” below for a reconciliation of segment operating margin to segment adjusted operating margin.

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Consolidated and Segment Results for 2025 Compared to 2024

Revenue

Total revenue increased $1.5 billion, or 9%, to $17.2 billion in 2025, compared to $15.7 billion in 2024, reflecting 6% organic revenue growth, acquired revenues from NFP, and a favorable impact from foreign currency translation. Risk Capital revenue increased $773 million, or 7%, to $11.3 billion and Human Capital revenue increased $698 million, or 13%, to $5.9 billion.

Risk Capital

Commercial Risk Solutions revenue increased $636 million, or 8%, to $8.5 billion in 2025, compared to $7.9 billion in 2024. Organic revenue growth was 6% in 2025, reflecting strong growth in North America and EMEA, driven by net new business and ongoing strong retention. Performance was highlighted by strong growth in U.S. core P&C and double-digit increases in M&A services and construction. Market impact was modestly positive.

Reinsurance Solutions revenue increased $137 million, or 5%, to $2.8 billion in 2025, compared to $2.7 billion in 2024. Organic revenue growth was 6% in 2025, reflecting growth in treaty, driven by net new business and strong retention, strength in facultative placements, and double-digit growth in insurance-linked securities. Results were partially offset by slightly unfavorable market impact in the year.

Human Capital

Health Solutions revenue increased $504 million, or 15%, to $3.8 billion in 2025, compared to $3.3 billion in 2024. Organic revenue growth was 5% in 2025, reflecting strong growth globally in core health and benefits brokerage, driven by net new business and ongoing strong retention.

Wealth Solutions revenue increased $194 million, or 10%, to $2.1 billion in 2025, compared to $1.9 billion in 2024. Organic revenue growth was 5% in 2025 reflecting growth in both Investments and Retirement. Growth in Investments was driven by net asset inflows and market performance and includes the impact of strong organic revenue growth from the divested NFP Wealth business, as defined in Liquidity and Financial Condition, until classified as held for sale in September 2025. Growth in Retirement was driven by continued strong demand for advisory work in the UK and EMEA related to the ongoing impact of regulatory change.

Compensation and Benefits

Compensation and benefits increased $702 million, or 8%, in 2025 compared to 2024. The increase was primarily driven by the inclusion of operating expenses from NFP and an increase in expenses associated with 6% organic revenue growth, partially offset by savings from Accelerating Aon United restructuring actions.

Information Technology

Information technology, which represents costs associated with supporting and maintaining our infrastructure, increased $29 million, or 5%, in 2025 compared to 2024. The increase was primarily due to the inclusion of ongoing operating expenses from NFP and an increase in expenses associated with 6% organic revenue growth, partially offset by savings from Accelerating Aon United restructuring actions.

Premises

Premises, which represents the cost of occupying offices in various locations throughout the world, increased $12 million, or 4%, in 2025 compared to 2024 due primarily to the inclusion of operating expenses from NFP, partially offset by savings from Accelerating Aon United restructuring actions.

Depreciation of Fixed Assets

Depreciation of fixed assets primarily relates to software, computer equipment, leasehold improvements, furniture, fixtures and equipment, buildings, and vehicles. Depreciation of fixed assets increased $5 million, or 3%, in 2025 compared to 2024, due primarily to an increase in fixed assets acquired from NFP.

Amortization and Impairment of Intangible Assets

Amortization and impairment of intangibles primarily relates to finite-lived customer-related and contract-based tradename assets, and technology. Amortization and impairment of intangibles increased $275 million, or 55%, in 2025 compared to 2024 due primarily to an increase in intangible assets acquired from NFP.

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Other General Expenses

Other general expenses decreased $25 million, or 2%, in 2025 compared to 2024. The decrease was due primarily to lower transaction- and integration-related expenses and non-recurring gains including sales of portfolios, partially offset by the inclusion of operating expenses from NFP.

Accelerating Aon United Program Expenses

Accelerating Aon United Program expenses were $365 million in 2025 compared to $389 million in 2024, reflecting restructuring charges associated with the AAU Program announced in the third quarter of 2023, relating to workforce optimization, technology and other costs, and asset impairments.

Total Operating Expenses and Operating Income

Total operating expenses increased $1.0 billion, or 8%, to $12.8 billion in 2025, due primarily to the inclusion of NFP’s operating expenses and an increase in expenses associated with 6% organic revenue growth, partially offset by $160 million of net restructuring savings and lower NFP transaction- and integration-related expense. Due to the factors impacting revenue and operating expenses set forth above, total operating income increased $509 million, or 13%, to $4.3 billion in 2025.

Risk Capital total operating expenses increased $629 million, or 9% to $7.9 billion in 2025. The increase was primarily due to an increase in compensation and benefits and an increase in other expenses. The increase in compensation and benefits is due to the inclusion of operating expenses from NFP and an increase in expenses associated with 6% organic revenue growth in both Commercial Risk Solutions and Reinsurance Solutions, partially offset by restructuring savings. The increase in other expenses is primarily due to increased amortization and impairment of intangible assets acquired from NFP. Due to the factors set forth above, Risk Capital operating income increased $144 million, or 4%, to $3.4 billion in 2025.

Human Capital total operating expenses increased $431 million, or 11% to $4.5 billion in 2025. The increase was primarily due to an increase in compensation and benefits and an increase in other expenses. The increase in compensation and benefits is due to the inclusion of operating expenses from NFP and an increase in expenses associated with 5% organic revenue growth in both Health Solutions and Wealth Solutions. The increase in other expenses is primarily due to increased amortization and impairment of intangible assets acquired from NFP. Due to the factors set forth above, Human Capital operating income increased $267 million, or 23%, to $1.4 billion in 2025.

Interest Income

Interest income represents income earned, net of expense, on operating cash balances and other income-producing investments. It does not include interest earned on funds held on behalf of clients. If interest expense on these assets exceeds interest income for the period, the net amount is reported as interest expense for both the quarterly and year-to-date periods. Interest income was $19 million in 2025, a decrease of $48 million, or 72%, from 2024, primarily reflecting interest earned on the investment of $5 billion of term debt proceeds in 2024, which were ultimately used to fund the acquisition of NFP.

Interest Expense

Interest expense, which represents the cost of our debt obligations and net interest expense on operating cash balances and other income-producing investments, was $815 million in 2025, an increase of $27 million, or 3%, from 2024. The increase was driven primarily by an increase in average total debt outstanding.

Other Income (Expense)

Other income was $1.2 billion in 2025, compared to other income of $348 million in 2024. The increase was primarily due to gain on the sale of businesses, particularly the NFP Wealth business sold in the fourth quarter.

Income before Income Taxes

Income before income taxes increased $1.3 billion, or 37% to $4.8 billion in 2025, compared to $3.5 billion in the prior year.

Income Taxes

The effective tax rate on net income was 21.2% in 2025 and 21.4% in 2024.

The 2025 tax rate was driven by the geographical distribution of income, including an unfavorable impact from the gain on sale of a business. In addition, the tax rate was impacted by certain discrete items, including the tax benefit associated with the sale of certain assets and liabilities and share-based payments partially offset by the unfavorable impact of other discrete items.

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The 2024 tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the favorable impacts of share-based payments and the unfavorable impact of other discrete items.

Ireland, the U.K., Singapore, and many E.U. member states, among others, have enacted legislation to implement the global minimum tax that is generally consistent with the OECD’s proposed Pillar Two tax regime. There remains significant uncertainty, however, as to how Pillar Two applies to the Company in prior years and how its application may change in future years. The OECD has issued numerous guidance documents attempting to change how Pillar Two operates, subject to enactment by each implementing country, and the OECD may issue additional guidance in the future. The Company is actively monitoring developments in this area and continues to evaluate the guidance and the potential impacts this may have on its global effective tax rate, results of operations, cash flows, and financial condition in 2026 and future periods.

Net Income Attributable to Aon Shareholders

Net income attributable to Aon shareholders increased $1.0 billion to $3.7 billion, or $17.02 per diluted share, in 2025, compared to $2.7 billion, or $12.49 per diluted share, in 2024.

Consolidated Results for 2024 Compared to 2023

We have elected not to include a discussion of our consolidated results for 2024 compared to 2023 in this report in reliance upon Instruction 1 to Item 303(b) of Regulation S-K. This discussion can be found in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 18, 2025.

Non-GAAP Metrics

In our discussion of consolidated results, we sometimes refer to certain non-GAAP supplemental information derived from consolidated financial information specifically related to organic revenue growth, adjusted operating margin, adjusted diluted earnings per share, adjusted net income attributable to Aon shareholders, adjusted net income per share, adjusted other income (expense), adjusted effective tax rate, free cash flow, and the impact of foreign exchange rate fluctuations on operating results. Management believes that these measures are important to make meaningful period-to-period comparisons and that this supplemental information is helpful to investors. Management also uses these measures to assess operating performance and performance for compensation. This non-GAAP supplemental information should be viewed in addition to, not instead of, our Consolidated Financial Statements.

Organic Revenue Growth

We use supplemental information related to organic revenue growth to help us and our investors evaluate business growth from ongoing operations. Organic revenue growth is a non-GAAP measure that includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that organic revenue growth includes organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior year period), divestitures (including held for sale disposal groups, which are adjusted from organic revenue growth upon classification as held for sale, if any), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges. This supplemental information related to organic revenue growth represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, Total revenue in our Consolidated Financial Statements. Industry peers provide similar supplemental information about their revenue performance, although they may not make identical adjustments. A reconciliation of this non-GAAP measure to the reported Total revenue is as follows (in millions, except percentages):

	Twelve Months Ended December 31,
(millions)	2025		2024		% Change	Less: Currency Impact (1)	Less: Fiduciary Investment Income (2)	Less: Acquisitions, Divestitures & Other	Organic Revenue Growth (3)
Risk Capital Revenue:
Commercial Risk Solutions	$	8,497	$	7,861	8%	1%	—%	1%	6%
Reinsurance Solutions	2,793		2,656		5	—	(1)	—	6
Human Capital Revenue:
Health Solutions	3,839		3,335		15	—	—	10	5
Wealth Solutions	2,068		1,874		10	1	—	4	5
Eliminations	(16)		(28)		N/A	N/A	N/A	N/A	N/A
Total revenue	$	17,181	$	15,698	9%	1%	—%	2%	6%

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	Twelve Months Ended December 31,
(millions)	2024		2023		% Change	Less: Currency Impact (1)	Less: Fiduciary Investment Income (2)	Less: Acquisitions, Divestitures & Other	Organic Revenue Growth (3)
Risk Capital Revenue:
Commercial Risk Solutions	$	7,861	$	7,043	12%	—%	—%	7%	5%
Reinsurance Solutions	2,656		2,481		7	—	1	(1)	7
Human Capital Revenue:
Health Solutions	3,335		2,433		37	—	—	31	6
Wealth Solutions	1,874		1,431		31	1	—	23	7
Eliminations	(28)		(12)		N/A	N/A	N/A	N/A	N/A
Total revenue	$	15,698	$	13,376	17%	—%	—%	11%	6%

(1)Currency impact represents the effect on prior year period results if they were translated at current period foreign exchange rates.

(2)Fiduciary investment income for the twelve months ended December 31, 2025, 2024, and 2023 was $271 million, $315 million, and $274 million, respectively.

(3)Organic revenue growth includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions (provided that organic revenue growth includes organic growth of an acquired business as calculated assuming that the acquired business was part of the combined company for the same proportion of the relevant prior-year period), divestitures (including held for sale disposal groups, which are adjusted from Organic revenue growth upon classification as held for sale, if any), transfers between revenue lines, and gains or losses on derivatives accounted for as hedges.

Adjusted Operating Margin

We use adjusted operating margin as a non-GAAP measure of core operating performance of the Company. Adjusted operating margin excludes the impact of certain items, as listed below, because management does not believe these expenses are the best indicators of our core operating performance. This supplemental information related to adjusted operating margin represents a measure not in accordance with U.S. GAAP, and should be viewed in addition to, not instead of, our Consolidated Financial Statements.

A reconciliation of this non-GAAP measure to the reported operating margin is as follows (in millions, except percentages):

	Twelve Months Ended December 31,
	Risk Capital						Human Capital						Corporate/Eliminations (1)				Total Consolidated
(millions, except percentages)	2025			2024			2025			2024			2025		2024		2025			2024
Revenue	$	11,290		$	10,517		$	5,907		$	5,209		$	(16)	$	(28)	$	17,181		$	15,698
Operating income	$	3,436		$	3,292		$	1,410		$	1,143		$	(502)	$	(600)	$	4,344		$	3,835
Amortization and impairment of intangible assets	354			211			424			292			—		—		778			503
Change in the fair value of contingent consideration	—			6			22			21			—		—		22			27
Accelerating Aon United Program expenses (2)	82			114			16			27			267		248		365			389
Legal settlements (3)	(23)			—			—			—			—		—		(23)			—
Transaction and integration costs (4)(5)	22			12			33			53			22		120		77			185
Adjusted operating income	$	3,871		$	3,635		$	1,905		$	1,536		$	(213)	$	(232)	$	5,563		$	4,939
Operating margin	30.4		%	31.3		%	23.9		%	21.9		%					25.3		%	24.4		%
Adjusted operating margin	34.3		%	34.6		%	32.2		%	29.5		%					32.4		%	31.5		%

(1)Segment expenses exclude governance costs, post-retirement benefits, and other costs that are not directly attributable to a specific segment.

(2)Total charges are expected to include technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation costs.

(3)In the fourth quarter of 2023, Aon recognized a $197 million charge in connection with transactions for which capital was arranged by a third party, Vesttoo Ltd., and in the third quarter of 2025, certain legal settlement expenses and recoveries were recognized resulting in a $23 million reduction of expense within the Risk Capital segment.

(4)Transaction costs include advisory, legal, accounting, regulatory, and other professional or consulting fees required to complete the NFP Transaction. No transaction costs were recognized for the twelve months ended December 31, 2025. For the twelve months ended December 31, 2024, $90 million of transaction costs were recognized in Total operating expenses and $6 million were recognized in Other income (expense) related to the extinguishment of acquired NFP debt.

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(5)The NFP Transaction has and will continue to result in certain non-recurring integration costs associated with colleague severance, retention bonus awards, termination of redundant third-party agreements, costs associated with legal entity rationalization, and professional or consulting fees related to alignment of management processes and controls, as well as costs associated with the assessment of NFP information technology environment and security protocols. Aon incurred $77 million and $95 million of integration costs in the twelve months ended December 31, 2025 and 2024, respectively.

Risk Capital adjusted operating income increased $236 million, or 6%, to $3.9 billion in 2025. The increase was primarily due to organic revenue growth of 6% in both Commercial Risk Solutions and Reinsurance Solutions and the impact of acquisitions, including NFP, partially offset by increased expenses, including the inclusion of ongoing operating expenses from NFP. Human Capital adjusted operating income increased $369 million, or 24%, to $1.9 billion in 2025. The increase was primarily due to the impact of organic revenue growth of 5% in both Health Solutions and Wealth Solutions and the impact of acquisitions, including NFP, partially offset by increased expenses, including the inclusion of ongoing operating expenses from NFP.

Adjusted Diluted Earnings per Share

We use adjusted diluted earnings per share as a non-GAAP measure of our core operating performance. Adjusted diluted earnings per share excludes the impact of certain items, as listed below, because management does not believe these expenses are the best indicators of our core operating performance. This supplemental information related to adjusted diluted earnings per share represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, our Consolidated Financial Statements.

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A reconciliation of this non-GAAP measure to reported diluted earnings per share is as follows (in millions, except per share data and percentages):

	Year Ended December 31, 2025
	U.S. GAAP			Adjustments		Non-GAAP Adjusted
Operating income	$	4,344		$	1,219	$	5,563
Interest income	19			—		19
Interest expense	(815)			—		(815)
Other income (expense) (1)(2)(3)	1,211			(1,307)		(96)
Income before income taxes	4,759			(88)		4,671
Income tax expense (4)	1,009			(99)		910
Net income	3,750			11		3,761
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests	55			—		55
Net income attributable to Aon shareholders	$	3,695		$	11	$	3,706
Diluted net income per share attributable to Aon shareholders	$	17.02		$	0.05	$	17.07
Weighted average ordinary shares outstanding - diluted	217.1			—		217.1
Effective tax rates (4)	21.2		%			19.5		%

	Year Ended December 31, 2024
	U.S. GAAP			Adjustments		Non-GAAP Adjusted
Operating income	$	3,835		$	1,104	$	4,939
Interest income	67			—		67
Interest expense	(788)			—		(788)
Other income (expense) (1)(2)(3)(5)	348			(335)		13
Income before income taxes	3,462			769		4,231
Income tax expense (4)	742			107		849
Net income	2,720			662		3,382
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests	66			—		66
Net income attributable to Aon shareholders	$	2,654		$	662	$	3,316
Diluted net income per share attributable to Aon shareholders	$	12.49		$	3.11	$	15.60
Weighted average ordinary shares outstanding — diluted	212.5			—		212.5
Effective tax rates (4)	21.4		%			20.1		%

(1)For the twelve months ended December 31, 2025 and 2024, Other income was $1,211 million and $348 million, respectively. Adjusted other expense for the twelve months ended December 31, 2025 was $96 million compared to Adjusted other income of $13 million for the twelve months ended December 31, 2024.

(2)Adjusted other income (expense) excluded gains related to deferred consideration from the affiliates of The Blackstone Group L.P. and the other designated purchasers related to a divestiture completed in a prior year period. During the twelve months ended December 31, 2025 and 2024, the Company recognized gains of $108 million and $84 million, respectively.

(3)Adjusted other income (expense) for the twelve months ended December 31, 2025 excluded gains from the disposal of NFP Wealth business totaling $1,199 million. Adjusted other income (expense) for the twelve months ended December 31, 2024 excluded gains from disposal of $257 million related to the sale of a business.

(4)Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with changes in the fair value of contingent consideration, certain legal settlements, Accelerating Aon United Program expenses, certain transaction and integration costs related to the acquisition of NFP, certain gains from dispositions, and deferred consideration from a prior-year sale of business, which are adjusted at the related jurisdictional rate. The tax adjustment also excludes interest accruals for income tax reserves related to the termination fee payment made in connection with the Company’s terminated proposed combination with Willis Towers Watson.

(5)Adjusted other income (expense) excluded $6 million of debt extinguishment charges related to the repayment of NFP debt, which is considered a transaction related cost incurred in the second quarter of 2024.

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Free Cash Flow

We use free cash flow, defined as cash flows provided by operations less capital expenditures, as a non-GAAP measure of our core operating performance and cash generating capabilities of our business operations. This supplemental information related to free cash flow represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, cash provided by operating activities in our Consolidated Financial Statements. Management believes the supplemental information related to free cash flow is helpful to investors when evaluating our operating performance and liquidity results. The use of this non-GAAP measure does not imply or represent the residual cash flow for discretionary expenditures. A reconciliation of this non-GAAP measure to the reported Cash provided by operating activities is as follows (in millions):

	Years Ended December 31
	2025		2024
Cash provided by operating activities	$	3,481	$	3,035
Capital expenditures	(263)		(218)
Free cash flow	$	3,218	$	2,817

Impact of Foreign Currency Exchange Rate Fluctuations

Because we conduct business in over 120 countries, foreign exchange rate fluctuations may have a significant impact on our business. Foreign exchange rate movements may be significant and may distort true period-to-period comparisons of changes in revenue or pretax income. Therefore, to give financial statement users meaningful information about our operations, we have provided an illustration of the comparable impact of foreign currency exchange rates on our financial results. The methodology used to calculate this comparable impact isolates the impact of the change in currencies between periods by hypothetically translating the prior year’s revenue, expenses, and net income using the current year’s foreign currency exchange rates.

Currency fluctuations had an unfavorable impact of $0.03 on net income per diluted share during the year ended December 31, 2025 if prior year period results were translated at current period foreign exchange rates. Currency fluctuations had an unfavorable impact of $0.11 on net income per diluted share during the year ended December 31, 2024, if 2023 results were translated at 2024 rates.

Currency fluctuations had an unfavorable impact of $0.01 on adjusted diluted earnings per share during the year ended December 31, 2025 if prior year period results were translated at current period foreign exchange rates. Currency fluctuations had an unfavorable impact of $0.12 on adjusted diluted earnings per share during the year ended December 31, 2024, if 2023 results were translated at 2024 rates. These translations are performed for comparative and illustrative purposes only and do not impact the accounting policies or practices for amounts included in our Consolidated Financial Statements.

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LIQUIDITY AND FINANCIAL CONDITION

Liquidity

Executive Summary

We believe that our balance sheet and strong cash flow provide us with adequate liquidity. Our primary sources of liquidity in the near-term include cash flows provided by operations and available cash reserves; primary sources of liquidity in the long-term include cash flows provided by operations, debt capacity available under our credit facilities, and capital markets. Our primary uses of liquidity are operating expenses and investments, capital expenditures, acquisitions, share repurchases, pension obligations, shareholder dividends, and Accelerating Aon United Program cash charges. We believe that cash flows from operations, available credit facilities, available cash reserves, and the capital markets will be sufficient to meet our liquidity needs, including principal and interest payments on debt obligations, capital expenditures, pension contributions, and anticipated working capital requirements in the next twelve months and over the long-term.

Cash on our balance sheet includes funds available for general corporate purposes, as well as amounts restricted as to their use. Funds held on behalf of clients in a fiduciary capacity are segregated and shown together with uncollected insurance premiums in Fiduciary assets in our Consolidated Statements of Financial Position, with a corresponding amount in Fiduciary liabilities.

In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our commission, remit the premiums to the respective insurance underwriters. We also collect claims or refunds from underwriters on behalf of insureds, which are then returned to the insureds. Unremitted insurance premiums and claims are held by us in a fiduciary capacity. The levels of funds held on behalf of clients and liabilities can fluctuate significantly depending on when we collect the premiums, claims, and refunds, make payments to underwriters and insureds, and collect funds from clients and make payments on their behalf, and upon the impact of foreign currency movements. Funds held on behalf of clients, because of their nature, are generally invested in highly liquid securities with highly rated, credit-worthy financial institutions. Fiduciary assets include funds held on behalf of clients of $7.4 billion and $7.2 billion at December 31, 2025 and 2024, respectively, and fiduciary receivables of $10.5 billion and $10.3 billion at December 31, 2025 and 2024, respectively. While we earn investment income on the funds held in cash and money market funds, the funds cannot be used for general corporate purposes.

We maintain multi-currency cash pools with third-party banks in which various Aon entities participate. Individual Aon entities are permitted to overdraw on their individual accounts provided the overall global balance does not fall below zero. At December 31, 2025, some Aon entities had negative cash balances; however, the overall balance was positive. Entities with a negative cash pool position incur interest expense, while those with a positive position earn interest income. Interest rates are determined by local market conditions and vary by currency. For the period, if interest expense on negative cash pool balances exceeds interest income associated with positive cash pool balances, as well as other income-producing assets, the net amount is reported as interest expense for both the quarterly and year-to-date periods.

The following table summarizes our Cash and cash equivalents, Short-term investments, and Fiduciary assets as of December 31, 2025 (in millions):

	Statement of Financial Position Classification
Asset Type	Cash and Cash Equivalents		Short-term Investments		Fiduciary Assets		Total
Certificates of deposit, bank deposits, or time deposits	$	1,195	$	—	$	3,983	$	5,178
Money market funds	—		1,603		3,395		4,998
Cash, Short-term investments, and funds held on behalf of clients	1,195		1,603		$	7,378	10,176
Fiduciary receivables	—		—		10,511		10,511
Total	$	1,195	$	1,603	$	17,889	$	20,687

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Cash and cash equivalents and funds held on behalf of clients increased $240 million in 2025 compared to 2024. A summary of our cash flows provided by and used for operating, investing, and financing activities is as follows (in millions):

	Years Ended December 31
	2025		2024
Cash provided by operating activities	$	3,481	$	3,035
Cash provided by (used for) investing activities	$	286	$	(2,833)
Cash provided by (used for) financing activities	$	(4,205)	$	796
Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients	$	678	$	(387)
Net increase in cash and cash equivalents and funds held on behalf of clients	$	240	$	611

Operating Activities

Net cash provided by operating activities during the year ended December 31, 2025 was $3.5 billion, an increase of $446 million compared to $3.0 billion of Cash flows provided by operating activities in the prior year. This amount represents Net income reported, generally adjusted for gains from sales of businesses, losses from sales of businesses, share-based compensation expense, depreciation expense, amortization and impairments, and other non-cash income and expenses, including pension settlement charges. Adjustments also include changes in working capital, that relate primarily to the timing of payments of accounts payable and accrued liabilities, collection of receivables, and payments for Accelerating Aon United Program expenses.

Pension Contributions

Pension contributions were $99 million for the year ended December 31, 2025, as compared to $58 million for the year ended December 31, 2024. In 2026, we expect to contribute approximately $93 million in cash to our pension plans, including contributions to non-U.S. pension plans, which are subject to changes in foreign exchange rates.

Accelerating Aon United Program Expenses

In the third quarter of 2023, we initiated a three-year restructuring program called Accelerating Aon United Program (the “Program” or the “AAU Program”) with the purpose of streamlining our technology infrastructure, optimizing our leadership structure and resource alignment, and reducing the real estate footprint to align to our hybrid working strategy. The Program includes technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation and technology costs.

Program charges are recognized within the Program’s expenses on the accompanying Consolidated Statements of Income and consist of the following cost activities:

•Technology and other – includes costs associated with actions taken to rationalize certain applications and to optimize technology across the Company. These costs may include contract termination fees and other non-capitalizable costs associated with Program initiatives, which include professional service fees.

•Workforce optimization – includes costs associated with headcount reduction and other separation-related costs.

•Asset impairments – includes non-cash costs associated with impairment of assets, as they are identified, including ROU lease assets, leasehold improvements, and other capitalized assets no longer providing economic benefit.

The changes in the Company’s liabilities for the Program as of December 31, 2025 are as follows (in millions):

	Technology and other		Workforce optimization		Asset impairments		Total
Liability Balance as of December 31, 2024	$	17	$	97	$	—	$	114
Charges	195		155		15		365
Cash payments	(165)		(132)		—		(297)
Foreign currency translation and other	—		6		—		6
Non-cash charges	(8)		(18)		(15)		(41)
Liability balance as of December 31, 2025	$	39	$	108	$	—	$	147
Total costs incurred from inception to date	$	335	$	455	$	99	$	889

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In the fourth quarter of 2025, the Company increased the expected Program cumulative costs from $1.0 billion to $1.3 billion, where total costs will consist of approximately $1.2 billion of cash charges and approximately $0.1 billion of non-cash charges. Our Risk Capital segment is expected to incur approximately $300 million of charges, while our Human Capital segment is expected to incur approximately $80 million of charges, with the remaining charges relating to corporate expenses. The Program is estimated to generate annualized expense savings of approximately $450 million by the end of 2027, largely benefiting Compensation and benefits, Information technology, and Premises on the Consolidated Statements of Income. For the year ended December 31, 2025, total Program costs incurred were $365 million. The Company expects to continue to review the implementation of elements of the Program throughout the course of the Program and, therefore, there may be changes to expected timing, estimates of expected costs and related savings. As a result of Program actions taken, the Company realized an additional $160 million of annualized expense savings in 2025, resulting in $270 million of cumulative, annualized expense savings since the beginning of the Program, the majority of which were recognized within Compensation and benefits on the Consolidated Statements of Income.

Investing Activities

Cash flows provided by investing activities were $286 million during the year ended December 31, 2025, an increase of $3.1 billion compared to $2.8 billion of Cash flows used for investing activities in the prior year period. Generally, the primary drivers of cash flows used for investing activities are acquisition of businesses, purchases of short-term investments, capital expenditures, and payments for investments. Generally, the primary drivers of cash flows provided by investing activities are sales of businesses, including collection of deferred consideration in connection with prior year business divestitures, sales of short-term investments, and proceeds from investments. The gains and losses corresponding to cash flows provided by proceeds from investments and used for payments for investments are primarily recognized in Other income (expense) in our Consolidated Statements of Income.

Short-term Investments

Short-term investments increased $1.4 billion to $1.6 billion at December 31, 2025 as compared to December 31, 2024, primarily reflecting the investment of proceeds from the sale of the NFP Wealth business. The majority of our investments carried at fair value are money market funds. These money market funds are held throughout the world with various financial institutions. We are not aware of any market liquidity issues that would materially impact the fair value of these investments.

Acquisitions and Dispositions of Businesses

Total acquisitions completed by the Company for the years ended December 31, 2025 and 2024 were as follows. Acquisitions that impact multiple segments are categorized by the segment primarily impacted.

For the Year Ended December 31	2025	2024
Risk Capital	10	10
Human Capital	8	12
Total	18	22

For the year ended December 31, 2025, cash consideration, net of cash and funds held on behalf of clients acquired, was $394 million, which relates to cash consideration paid in 2025 for current year acquisitions. Due to the timing of the acquisition, the majority of cash consideration for the Griffiths & Armour acquisition, completed in the first quarter of 2025, was recognized as a cash outflow in the fourth quarter of 2024. For the year ended December 31, 2024, cash consideration, net of cash and funds held on behalf of clients acquired, was $3.5 billion, which includes $4 million related to acquisitions completed in 2023.

On October 30, 2025, Aon completed the sale of a significant majority of NFP’s wealth businesses including Wealthspire Advisors, Fiducient Advisors, Newport Private Wealth and related platforms (the “NFP Wealth business”) to Madison Dearborn Partners, LLC. The disposed business was within our Human Capital segment. Total cash proceeds received on closing was $2.3 billion, and a pre-tax gain of $1.2 billion was recognized within Other income (expense) on the Consolidated Statement of Income for the year ended December 31, 2025. The major classes of assets sold included Intangible assets, net of $760 million and Goodwill of $398 million.

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Including the disposition of the NFP Wealth business, total dispositions completed by the Company for the years ended December 31, 2025 and 2024 were as follows. Dispositions that impact multiple segments are categorized by the segment primarily impacted.

For the Year Ended December 31	2025	2024
Risk Capital	1	3
Human Capital	3	2
Total	4	5

For the year ended December 31, 2025, cash consideration for dispositions, net of cash and funds held on behalf of clients, was $2.3 billion.

Capital Expenditures

Our additions to fixed assets including capitalized software amounted to $263 million in 2025 and $218 million in 2024, which primarily relate to new build out and the refurbishing of office facilities, software development costs, and computer equipment purchases. In the current period, we continue to support certain technology projects to drive long-term growth and real estate projects to align with our Smart Working strategy, including projects related to our AAU restructuring program.

Financing Activities

Cash flows used for financing activities were $4.2 billion during the year ended December 31, 2025, compared to $796 million of Cash flows provided by financing activities in the prior year period. Generally, the primary drivers of cash flow provided by financing activities are issuances of debt, changes in net fiduciary liabilities, and proceeds from issuance of shares. Generally, the primary drivers of cash flows used for financing activities are repayments of debt, share repurchases, cash paid for employee taxes on withholding shares, dividends paid to shareholders, transactions with noncontrolling interests, and other financing activities, such as certain payments for deferred and contingent consideration in connection with prior year business acquisitions.

Share Repurchase Program

We have a share repurchase program authorized by our Board of Directors. The Repurchase Program was established in April 2012 with $5.0 billion in authorized repurchases, and was increased by $5.0 billion in authorized repurchases in each of November 2014, June 2017, and November 2020, and by $7.5 billion in February 2022 for a total of $27.5 billion in repurchase authorizations.

The following table summarizes our share repurchase activity (in millions, except per share data):

	Years Ended December 31
	2025		2024
Shares repurchased	2.7		3.1
Average price per share	$	365.91	$	325.56
Repurchase costs recorded to accumulated deficit	$	1,000	$	1,000

At December 31, 2025, the remaining authorized amount for share repurchase under the Repurchase Program was approximately $1.3 billion. Under the Repurchase Program, we have repurchased a total of 174.9 million shares for an aggregate cost of approximately $26.2 billion.

Borrowings

In May 2025, Aon Global Limited’s €500 million ($589 million at December 31, 2025 exchange rates) 2.875% Senior Notes due May 2026 were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position as the date of maturity is in less than one year. On January 15, 2026, Aon Global Limited issued an irrevocable notice of redemption to holders of its 2.875% Senior Notes for the redemption of all €500 million outstanding aggregate principal amount of the notes, which were set to mature in May 2026, plus accrued and unpaid interest. The notes will be redeemed in full on February 14, 2026.

In December 2025, Aon Global Limited’s $750 million 3.875% Senior Notes matured and were repaid in full. As of December 31, 2024, the notes were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position.

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On April 25, 2024, Aon North America, Inc. drew its $2 billion delayed draw term loan and used proceeds, together with the proceeds of the notes issued on March 1, 2024 described below, to pay a portion of cash consideration in connection with the acquisition of NFP, completed on April 25, 2024, to repay certain debt of NFP, and to pay related fees and expenses. As of December 31, 2025, the term loan was paid in full.

On April 2, 2024, Aon plc announced that its wholly owned subsidiary, Randolph Acquisition Corp., commenced cash tender offers for any and all of the outstanding 6.875% Senior Notes due 2028, 4.875% Senior Secured Notes due 2028, 7.500% Senior Secured Notes due 2030 and 8.500% Senior Secured Notes due 2031, each issued by NFP Corp. (together, the “NFP Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated as of April 2, 2024. The total amount tendered pursuant to the tender offers was approximately $3.3 billion, excluding premiums. On April 26, 2024, Randolph Acquisition Corp. purchased those NFP Notes that were validly tendered and not validly withdrawn prior to April 15, 2024, effecting the early settlement of the offers (the “Early Settlement”). In addition, on April 16, 2024, NFP Corp. delivered notices of redemption of all NFP Notes not validly tendered pursuant to the offers and purchased at the Early Settlement, at a purchase price equal to the price paid to holders of the NFP Notes in connection with the Early Settlement, with a redemption date of April 26, 2024. As a result of the Early Settlement of the offers and the related redemption which occurred on April 26, 2024, no NFP Notes remain outstanding. Aon plc incurred $6 million of debt extinguishment charges for the year ended December 31, 2024 related to costs related to the NFP Transaction.

On March 1, 2024, Aon North America, Inc. issued $600 million 5.125% Senior Notes due in March 2027, $1 billion 5.150% Senior Notes due in March 2029, $650 million 5.300% Senior Notes due in March 2031, $1.75 billion 5.450% Senior Notes due in March 2034, and $2 billion 5.750% Senior Notes due in March 2054, totaling to an aggregate amount of $6 billion. The Company intends to use the net proceeds from the offering for general corporate purposes, including a portion of which was used to pay a portion of the cash consideration in connection with the acquisition of NFP, to repay certain debt of NFP and to pay related fees and expenses.

Aon Corporation has established a U.S. commercial paper program (the “U.S. Program”) and Aon Global Holdings plc has established a European multi-currency commercial paper program (the “European Program” and, together with the U.S. Program, the “Commercial Paper Programs”). Commercial paper may be issued in aggregate principal amounts of up to approximately $1.3 billion under the U.S. Program and €625 million ($736 million at December 31, 2025 exchange rates) under the European Program, not to exceed the amount of our committed credit facilities, which was $2.0 billion at December 31, 2025. The aggregate capacity of the Commercial Paper Programs remain fully backed by our committed credit facilities. Commercial paper activity during the years ended December 31, 2025 and 2024 is as follows (in millions):

	Years Ended December 31
	2025		2024
Total issuances (1)	$	4,678	$	1,871
Total repayments	(4,702)		(2,462)
Net issuances (repayments)	$	(24)	$	(591)

(1) The proceeds of the commercial paper issuances were used primarily for short-term working capital needs.

Other Liquidity Matters

Distributable Profits

We are required under Irish law to have available “distributable profits” to make share repurchases or pay dividends to shareholders. Distributable profits are created through the earnings of the Irish parent company and, among other methods, through intercompany dividends or a reduction in share capital approved by the High Court of Ireland. Distributable profits are not linked to a U.S. GAAP reported amount (e.g., Accumulated deficit). As of December 31, 2025 and December 31, 2024, we had distributable profits in excess of $30.1 billion and $29.7 billion, respectively. We believe that we will have sufficient distributable profits for the foreseeable future.

Revolving Credit Facilities

We expect cash generated by operations for the near-term to be sufficient to service our debt and contractual obligations, finance capital expenditures, and continue to pay dividends to our shareholders. Although cash from operations is expected to be sufficient to service these activities, we have the ability to access the commercial paper markets or borrow under our credit facilities to accommodate any timing differences in cash flows. Additionally, under current market conditions, we believe that we could access capital markets to obtain debt financing for longer-term funding, if needed.

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As of December 31, 2025, we had two primary committed credit facilities outstanding: our $1.0 billion multi-currency U.S. credit facility expiring in September 2027 and our $1.0 billion multi-currency U.S. credit facility expiring in October 2028. In aggregate, these two facilities provide $2.0 billion in available credit.

Each of these primary committed credit facilities includes customary representations, warranties, and covenants, including financial covenants that require us to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly. We did not have borrowings under either of these primary committed credit facilities as of December 31, 2025. Additionally, we are in compliance with the financial covenants and all other covenants contained therein during the rolling year ended December 31, 2025.

Shelf Registration Statement

On June 22, 2023, we filed a shelf registration statement with the SEC, registering the offer and sale from time to time of an indeterminate amount of, among other securities, debt securities, preference shares, class A ordinary shares and convertible securities. Our ability to access the market as a source of liquidity is dependent on investor demand, market conditions, and other factors.

Rating Agency Ratings

The major rating agencies’ ratings of our debt at February 13, 2026 appear in the table below.

	Ratings
	Senior Long-term Debt	Commercial Paper	Outlook
Standard & Poor’s	A-	A-2	Stable
Moody’s Investor Services	Baa2	P-2	Positive
Fitch, Inc.	BBB+	F-2	Stable

In the fourth quarter of 2025, S&P’s Global Ratings changed our ‘A-’ outlook to Stable, as compared to a Negative outlook, and Moody’s Investor Services changed our ‘Baa2’ outlook to Positive, as compared to a Stable outlook at February 18, 2025 as reported in our Annual Report on Form 10-K for the year ended December 31, 2024.

Letters of Credit and Other Guarantees

We have entered into a number of arrangements whereby our performance on certain obligations is guaranteed by a third party through the issuance of a letter of credit. We had total LOCs outstanding of approximately $124 million at December 31, 2025, compared to $124 million at December 31, 2024. These LOCs cover the beneficiaries related to certain of our U.S. and Canadian secure non-qualified pension plan schemes, reinsurance obligations related to our own E&O liability insurance program, and secure deductible retentions for our own workers’ compensation program. We also have obtained LOCs to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at our international subsidiaries.

We have certain contractual contingent guarantees for premium payments owed by clients to certain insurance companies. The maximum exposure with respect to such contractual contingent guarantees was approximately $196 million at December 31, 2025, compared to $162 million at December 31, 2024.

Contractual Obligations

Our contractual obligations and commitments as of December 31, 2025 are comprised of principal payments on debt, interest payments on debt, operating leases, pension and other postretirement benefit plans, and purchase obligations.

Operating leases are primarily comprised of leased office space throughout the world. As leases expire, we do not anticipate difficulty in negotiating renewals or finding other satisfactory space if the premise becomes unavailable. In certain circumstances, we may have unused space and may seek to sublet such space to third parties, depending upon the demands for office space in the locations involved. As part of our AAU restructuring program, we are reducing our real estate footprint to align with our hybrid working strategy. Refer to Note 9 “Lease Commitments” of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this report for further information.

Pension and other postretirement benefit plan obligations include estimates of our minimum funding requirements pursuant to the ERISA and other regulations, as well as minimum funding requirements agreed with the trustees of our U.K. pension plans. Additional amounts may be agreed to with, or required by, the U.K. pension plan trustees. Nonqualified pension and other postretirement benefit obligations are based on estimated future benefit payments. We may make additional discretionary

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contributions. Refer to Note 12 “Employee Benefits” of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this report for further information.

Purchase obligations are defined as agreements to purchase goods and services that are enforceable and legally binding on us, and that specify all significant terms, including the goods to be purchased or services to be rendered, the price at which the goods or services are to be rendered, and the timing of the transactions. Most of our purchase obligations are related to purchases of information technology services or other service contracts.

We had no other cash requirements from known contractual obligations and commitments that have, or are reasonably likely to have, a current or future material effect on the Company’s financial condition, results of operations, or liquidity.

Guarantee of Registered Securities

All issued and outstanding debt securities by Aon Corporation are guaranteed by Aon Global Limited, Aon plc, Aon North America, Inc., and Aon Global Holdings plc, and include the following (collectively, the “Aon Corporation Notes”):

Aon Corporation Notes

8.205% Junior Subordinated Notes due January 2027

4.500% Senior Notes due December 2028

3.750% Senior Notes due May 2029

2.800% Senior Notes due May 2030

6.250% Senior Notes due September 2040

All guarantees of Aon plc, Aon Global Limited, Aon North America, Inc., and Aon Global Holdings plc of the Aon Corporation Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of Aon Corporation. There are no subsidiaries other than those listed above that guarantee the Aon Corporation Notes.

All issued and outstanding debt securities by Aon Global Limited are guaranteed by Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation, and include the following (collectively, the “Aon Global Limited Notes”):

Aon Global Limited Notes

2.875% Senior Notes due May 2026

4.250% Senior Notes due December 2042

4.450% Senior Notes due May 2043

4.600% Senior Notes due June 2044

4.750% Senior Notes due May 2045

All guarantees of Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation of the Aon Global Limited Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of Aon Global Limited. There are no subsidiaries other than those listed above that guarantee the Aon Global Limited Notes.

All issued and outstanding debt securities by Aon North America, Inc. are guaranteed by Aon Global Limited, Aon plc, Aon Global Holdings plc, and Aon Corporation, and include the following (collectively, the “Aon North America, Inc. Notes”):

Aon North America, Inc. Notes

5.125% Senior Notes due March 2027

5.150% Senior Notes due March 2029

5.300% Senior Notes due March 2031

5.450% Senior Notes due March 2034

5.750% Senior Notes due March 2054

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All guarantees of Aon Global Limited, Aon plc, Aon Global Holdings plc, and Aon Corporation of the Aon North America, Inc. Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of Aon North America, Inc. There are no subsidiaries other than those listed above that guarantee the Aon North America, Inc. Notes.

All co-issued and outstanding debt securities by Aon Corporation and Aon Global Holdings plc (together, the “Co-Issuers”) are guaranteed by Aon plc, Aon North America, Inc., and Aon Global Limited and include the following (collectively, the “Co-Issued Notes”):

Co-Issued Notes - Aon Corporation and Aon Global Holdings plc

2.850% Senior Notes due May 2027

2.050% Senior Notes due August 2031

2.600% Senior Notes due December 2031

5.000% Senior Notes due September 2032

5.350% Senior Notes due February 2033

2.900% Senior Notes due August 2051

3.900% Senior Notes due February 2052

All guarantees of Aon plc, Aon Global Limited, and Aon North America, Inc. of the Co-Issued Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of the Co-Issuers. There are no subsidiaries other than those listed above that guarantee the Co-Issued Notes.

Aon Corporation, Aon North America, Inc., Aon Global Limited, and Aon Global Holdings plc are indirect wholly owned subsidiaries of Aon plc. Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation together comprise the “Obligor group”. The following tables set forth summarized financial information for the Obligor group for the year ended December 31, 2025.

Adjustments are made to the tables to eliminate intercompany balances and transactions between the Obligor group. Intercompany balances and transactions between the Obligor group and non-guarantor subsidiaries are presented as separate line items within the summarized financial information. These balances are presented on a net presentation basis, rather than a gross basis, as this better reflects the nature of the intercompany positions and presents the funding or funded position that is to be received or owed. No balances or transactions of non-guarantor subsidiaries are presented in the summarized financial information, including investments of the Obligor group in non-guarantor subsidiaries.

	Obligor Group
	Summarized Statement of Income Information
	Year Ended December 31, 2025
Revenue	$	—
Operating loss	$	(102)
Expense from non-guarantor subsidiaries before income taxes	$	(485)
Net loss	$	(1,351)
Net loss attributable to Aon shareholders	$	(1,351)

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	Obligor Group
	Summarized Statement of Financial Position Information
	As of December 31, 2025
Receivables due from non-guarantor subsidiaries	$	1,617
Other current assets	1,453
Total current assets	$	3,070
Non-current receivables due from non-guarantor subsidiaries	$	261
Other non-current assets	1,417
Total non-current assets	$	1,678
Payables to non-guarantor subsidiaries	$	8,771
Other current liabilities	5,939
Total current liabilities	$	14,710
Non-current payables to non-guarantor subsidiaries	$	5,230
Other non-current liabilities	16,081
Total non-current liabilities	$	21,311

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Consolidated Financial Statements have been prepared in accordance with U.S. GAAP. To prepare these financial statements, we make estimates, assumptions, and judgments that affect what we report as our assets and liabilities, what we disclose as contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the periods presented.

In accordance with our policies, we regularly evaluate our estimates, assumptions, and judgments, including, but not limited to, those concerning revenue recognition, pensions, goodwill and other intangible assets, contingencies, share-based payments, income taxes, restructuring, and business combinations, and base our estimates, assumptions, and judgments on our historical experience and on factors we believe reasonable under the circumstances. The results involve judgments about the carrying values of assets and liabilities not readily apparent from other sources. If our assumptions or conditions change, the actual results we report may differ from these estimates. We believe the following critical accounting policies affect the more significant estimates, assumptions, and judgments we use to prepare these Consolidated Financial Statements.

Revenue Recognition

We recognize revenue when control of the promised services is transferred to the customer in the amount that best reflects the consideration to which we expect to be entitled in exchange for those services. For arrangements where control is transferred over time, an input or output method is applied that represents a faithful depiction of the progress towards completion of the performance obligation. For arrangements that include variable consideration, we assess whether any amounts should be constrained. For arrangements that include multiple performance obligations, we allocate consideration based on their relative fair values.

Costs incurred in obtaining a contract are capitalized and amortized on a systematic basis that is consistent with the transfer of control of the services to which the asset relates, considering anticipated renewals when applicable. Certain contract-related costs, including pre-placement brokerage costs, are capitalized as a cost to fulfill and are amortized on a systematic basis consistent with the transfer of control of the services to which the asset relates, which is generally less than one year.

Risk Capital

Commercial Risk Solutions includes retail brokerage, specialty solutions, global risk consulting and captives management, and Affinity programs. Revenue primarily includes insurance commissions and fees for services rendered. Revenue is predominantly recognized at a point in time upon the effective date of the underlying policy (or policies), or for a limited number of arrangements, over the term of the arrangement using output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those services. For

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arrangements recognized over time, various output measures, including units delivered and time elapsed, are utilized to provide a faithful depiction of the progress towards completion of the performance obligation. Revenue is recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data. Reimbursements received for out-of-pocket expenses are generally recorded as a component of revenue. Commissions and fees for brokerage services may be invoiced near the effective date of the underlying policy or over the term of the arrangement in installments during the policy period.

Reinsurance Solutions includes treaty reinsurance, facultative reinsurance, Strategy and Technology Group, and capital markets. Revenue primarily includes reinsurance commissions and fees for services rendered. Revenue is predominantly recognized at a point in time upon the effective date of the underlying policy (or policies), or for a limited number of arrangements, over the term of the arrangement using output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those services. For arrangements recognized over time, various output measures, including units delivered and time elapsed, are utilized to provide a faithful depiction of the progress towards completion of the performance obligation. Commissions and fees for brokerage services may be invoiced at the inception of the reinsurance period for certain reinsurance brokerage, or more commonly for treaty reinsurance arrangements, over the term of the arrangement in installments based on deposit or minimum premiums.

Human Capital

Health Solutions includes consulting and brokerage, consumer benefits, and talent advisory services. Revenue primarily includes insurance commissions and fees for services rendered. For brokerage commissions, revenue is predominantly recognized at the effective date of the underlying policy (or policies), or for a limited number of arrangements, over the term of the arrangement using input or output methods to depict the transfer of control of the services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those services. For arrangements recognized over time, various input or output measures, including units delivered or time elapsed, are utilized to provide a faithful depiction of the progress towards completion of the performance obligation. For Talent, revenue is recognized over time or at a point in time upon completion of the services. For arrangements recognized over time, revenue is based on a measure of progress that depicts the transfer of control of the services to the customer utilizing an appropriate input or output measure to provide a faithful depiction of the progress towards completion of the performance obligation, including units delivered or time elapsed. Input and output measures utilized vary based on the arrangement but typically include reports provided or days elapsed. Commissions and fees for brokerage services may be invoiced at the effective date of the underlying policy or over the term of the arrangement in installments during the policy period. Payment terms for other services vary but are typically over the contract term in installments.

Wealth Solutions includes retirement consulting, pension administration and investments. Revenue recognized for these arrangements is predominantly recognized over the term of the arrangement using input or output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those services. For consulting arrangements recognized over time, revenue will be recognized based on a measure of progress that depicts the transfer of control of the services to the customer, utilizing an appropriate input or output measure to provide a reasonable assessment of the progress towards completion of the performance obligation including units delivered or time elapsed. Fees paid by customers for consulting services are typically charged on an hourly, project or fixed-fee basis, and revenue for these arrangements is typically recognized based on time incurred, days elapsed, or reports delivered. Revenue from time-and-materials or cost-plus arrangements are recognized as services are performed using input or output measures to provide a reasonable assessment of the progress towards completion of the performance obligation including hours worked, and revenue for these arrangements is typically recognized based on time and materials incurred. Revenue generated from our delegated investment business is generally earned as an agreed percentage based on AUM and, to a lesser extent, based on performance fees. Reimbursements received for out-of-pocket expenses are generally recorded as a component of revenue. Payment terms vary but are typically over the contract term in installments.

Pensions

We sponsor defined benefit pension plans throughout the world. Our most significant plans are located in the U.S., the U.K., the Netherlands, and Canada, which are closed to new entrants. We have ceased crediting future benefits relating to salary and services for our U.S., U.K., Netherlands, and Canada plans to the extent statutorily permitted.

The service cost component of NPPC is reported in Compensation and benefits and all other components are reported in Other income (expense). We used a full-yield curve approach in the estimation of the service and interest cost components of NPPC for our major pension and other postretirement benefit plans; this was obtained by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.

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Recognition of Gains and Losses and Prior Service

Certain changes in the value of the obligation and in the value of plan assets, which may occur due to various factors such as changes in the discount rate and actuarial assumptions, actual demographic experience, and/or plan asset performance are not immediately recognized in net income. Such changes are recognized in Other comprehensive income and are amortized into net income as part of NPPC.

Unrecognized gains and losses that have been deferred in Other comprehensive income, as previously described, are amortized into expense as a component of NPPC based on the average life expectancy of the U.S., U.K., Netherlands, and Canada plan members. We amortize any prior service expense or credits that arise as a result of plan changes over a period consistent with the amortization of gains and losses.

As of December 31, 2025, our pension plans have deferred losses that have not yet been recognized through income in the Consolidated Financial Statements. We amortize unrecognized actuarial losses outside of a corridor, which is defined as 10% of the greater of market-related value of plan assets or PBO. To the extent not offset by future gains, incremental amortization as calculated above will continue to affect future pension expense similarly until fully amortized.

The following table discloses our accumulated other comprehensive loss, the number of years over which we are amortizing the loss, and the estimated 2026 amortization of loss by country (in millions, except amortization period):

	U.K.		U.S.		Other
Accumulated other comprehensive loss	$	1,941	$	1,304	$	467
Amortization period	5 to 21 years		5 to 23 years		9 to 32 years
Estimated 2026 amortization of loss	$	83	$	44	$	15

The U.S. had no unrecognized prior service cost (credit) at December 31, 2025. The unrecognized prior service cost (credit) at December 31, 2025 was $48 million, and $(6) million for the U.K. and other plans, respectively.

For the U.S. pension plans, we use a market-related valuation of assets approach to determine the expected return on assets, which is a component of NPPC recognized in the Consolidated Statements of Income. This approach recognizes 20% of any gains or losses in the current year’s value of market-related assets, with the remaining 80% spread over the next four years. As this approach recognizes gains or losses over a five-year period, the future value of assets and therefore, our NPPC will be impacted as previously deferred gains or losses are recorded. As of December 31, 2025, the market-related value of assets was $1.7 billion. We do not use the market-related valuation approach to determine the funded status of the U.S. plans recorded in the Consolidated Statements of Financial Position. Instead, we record and present the funded status in the Consolidated Statements of Financial Position based on the fair value of the plan assets. As of December 31, 2025, the fair value of plan assets was $1.5 billion. Our non-U.S. plans use fair value to determine expected return on assets.

Rate of Return on Plan Assets and Asset Allocation

The following table summarizes the expected long-term rate of return on plan assets for future pension expense as of December 31, 2025:

	U.K.	U.S.	Other
Expected return on plan assets, net of administration expenses	5.84%	7.33%	4.85 - 5.40%

In determining the expected rate of return for the plan assets, we analyze investment community forecasts and current market conditions to develop expected returns for each of the asset classes used by the plans. In particular, we surveyed multiple third-party financial institutions and consultants to obtain long-term expected returns on each asset class, considered historical performance data by asset class over long periods, and weighted the expected returns for each asset class by target asset allocations of the plans.

The U.S. pension plan asset allocation is based on approved allocations following adopted investment guidelines. The investment policy for U.K. and other non-U.S. pension plans is generally determined by the plans’ trustees. Because there are several pension plans maintained in the U.K. and other non-U.S. categories, our target allocation presents a range of the target allocation of each plan. Target allocations are subject to change.

Impact of Changing Economic Assumptions

Changes in the discount rate and expected return on assets can have a material impact on pension obligations and pension expense.

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Holding all other assumptions constant, the following table reflects what a 25 BPS increase and decrease in our discount rate would have on our PBO at December 31, 2025 (in millions):

Increase (decrease) in projected benefit obligation (1)	25 BPS Change in Discount Rate
	Increase		Decrease
U.K. plans	$	(79)	$	83
U.S. plans	$	(46)	$	48
Other plans	$	(42)	$	44

(1)Increases to the PBO reflect increases to our pension obligations, while decreases in the PBO are recoveries toward fully-funded status. A change in the discount rate has an inverse relationship to the PBO.

Holding all other assumptions constant, the following table reflects what a 25 BPS increase and decrease in our discount rate would have on our estimated 2026 pension expense (in millions):

	25 BPS Change in Discount Rate
Increase (decrease) in expense	Increase		Decrease
U.K. plans	$	(1)	$	1
U.S. plans	$	1	$	(1)
Other plans	$	—	$	—

Holding all other assumptions constant, the following table reflects what a 25 BPS increase and decrease in our long-term rate of return on plan assets would have on our estimated 2026 pension expense (in millions):

	25 BPS Change in Long-Term Rate of Return on Plan Assets
Increase (decrease) in expense	Increase		Decrease
U.K. plans	$	(8)	$	8
U.S. plans	$	(4)	$	4
Other plans	$	(3)	$	3

Estimated Future Contributions

We estimate cash contributions of approximately $93 million to our pension plans in 2026 as compared with cash contributions of $99 million in 2025.

Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price over the fair market value of the net assets acquired. We classify our intangible assets acquired as either customer-related and contract-based, technology, tradenames or other intangibles.

Goodwill is not amortized, but rather tested for impairment at least annually in the fourth quarter. We test more frequently if there are indicators of impairment or whenever business circumstances suggest that the carrying value of goodwill may not be recoverable. These indicators may include a sustained significant decline in our share price and market capitalization, a significant decline in our expected future cash flows, or a significant adverse change in legal factors or in the business climate, among others.

A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. An operating segment shall be deemed to be a reporting unit if all of its components are similar, if none of its components are a reporting unit, or if the segment comprises only a single component.

When evaluating these assets for impairment, we may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, then the goodwill impairment test becomes a quantitative analysis. If the fair value of a reporting unit is determined to be greater than the carrying value of the reporting unit, goodwill is deemed not to be impaired and no further testing is necessary. If the fair value of a reporting unit is less than the carrying value, a goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value limited to the total amount of the goodwill allocated to the reporting unit.

50

When determining the fair value of our reporting units, we use a DCF model based on our most current forecasts. We discount the related cash flow forecasts using the weighted average cost of capital method at the date of evaluation. Preparation of forecasts and selection of the discount rate for use in the DCF model involve significant judgments, and changes in these estimates could affect the estimated fair value of one or more of our reporting units and could result in a goodwill impairment charge in a future period. We also use market multiples which are obtained from quoted prices of comparable companies to corroborate our DCF model results. The combined estimated fair value of our reporting units from our DCF model often results in a premium over our market capitalization, commonly referred to as a control premium. We believe the implied control premium determined by our impairment analysis is reasonable based upon historic data of premiums paid on actual transactions within our industry.

During the year-ended December 31, 2025, we performed a qualitative impairment assessment at the reporting unit level which was defined as components of the Company’s operating segments. This assessment considered the factors described above, where we concluded that goodwill was not impaired.

We review intangible assets that are being amortized for impairment whenever events or changes in circumstance indicate that an asset group’s carrying value may not be recoverable. If we are required to record impairment charges in the future, they could materially impact our results of operations.

Contingencies

We define a contingency as an existing condition that involves a degree of uncertainty as to a possible gain or loss that will ultimately be resolved when one or more future events occur or fail to occur. Under U.S. GAAP, we are required to establish reserves for loss contingencies when the loss is probable and we can reasonably estimate its financial impact. We are required to assess the likelihood of material adverse judgments or outcomes, as well as potential ranges or probability of losses. We determine the amount of reserves required, if any, for contingencies after carefully analyzing each individual item. The required reserves may change due to new developments in each issue. We do not recognize gain contingencies until all contingencies are resolved.

Share-Based Payments

Share-based compensation expense is generally measured based on the grant date fair value and recognized over the requisite service period for awards that we ultimately expect to vest. For purposes of measuring share-based compensation expense, we consider whether an adjustment to the observable market price is necessary to reflect material nonpublic information that is known to us at the time the award is granted. No adjustments were necessary for the years ended December 31, 2025, 2024, or 2023. We also estimate forfeitures at the time of grant based on our actual experience to date and revise our estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Restricted Share Units

RSUs are service-based awards for which we recognize the associated compensation cost on a straight-line basis over the requisite service period. We estimate the fair value of the awards based on the market price of the underlying share on the date of grant, reduced by the present value of estimated dividends foregone during the vesting period where applicable.

Performance Share Awards

PSAs are performance-based awards for which vesting is dependent on the achievement of certain objectives. Such objectives may be made on a personal, group, or company level. We typically estimate the fair value of the awards based on the market price of the underlying share on the date of grant, reduced by the present value of estimated dividends foregone during the vesting period.

Compensation expense is recognized over the requisite service period. The number of shares issued on the vesting date will vary depending on the actual performance objectives achieved, which are based on a fixed number of potential outcomes. We make assessments of future performance using subjective estimates, such as long-term plans. As a result, changes in the underlying assumptions could have a material impact on the compensation expense recognized.

The largest plan is the LPP, which has a three-year performance period. As the percent of expected performance increases or decreases, the potential change in expense can go from 0% to 200% of the targeted total expense. The 2023 to 2025 performance period ended on December 31, 2025, the 2022 to 2024 performance period ended on December 31, 2024, and the 2021 to 2023 performance period ended on December 31, 2023. The LPP currently has two open performance periods: 2024 to 2026 and 2025 to 2027. A 10% upward adjustment in our estimated performance achievement percentage for both open performance periods would have increased our 2025 expense by approximately $9.1 million, while a 10% downward adjustment would have decreased our expense by approximately $9.1 million.

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Income Taxes

We earn income in numerous countries and this income is subject to the laws of taxing jurisdictions within those countries.

The carrying values of deferred income tax assets and liabilities reflect the application of our income tax accounting policies and are based on management’s assumptions and estimates about future operating results and levels of taxable income, and judgments regarding the interpretation of the provisions of current accounting principles.

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Considerations with respect to the realizability of deferred tax assets include the period of expiration of the deferred tax asset, historical earnings and projected future taxable income by jurisdiction as well as tax liabilities for the tax jurisdiction to which the tax asset relates. Significant management judgment is required in determining the assumptions and estimates related to the amount and timing of future taxable income. Valuation allowances are evaluated quarterly and are subject to change in each future reporting period as a result of changes in various factors.

We assess carryforwards and tax credits for realization as a reduction of future taxable income by using a “more likely than not” determination.

We base the carrying values of liabilities and assets for income taxes currently payable and receivable on management’s interpretation of applicable tax laws and incorporate management’s assumptions and judgments about using tax planning strategies in various taxing jurisdictions. Using different estimates, assumptions, and judgments in accounting for income taxes, especially those that deploy tax planning strategies, may result in materially different carrying values of income tax assets and liabilities and changes in our results of operations.

Accelerating Aon United Program

Restructuring charges related to the AAU Program are recognized within Accelerating Aon United Program expenses on the accompanying Consolidated Statements of Income and consists of the following cost activities:

Workforce Optimization Costs

Severance and related costs are generally determined based on amounts due under established severance plans. Typically, severance benefits are recognized when it is probable the benefit will be paid, and the amount is reasonably estimable. Most workforce reductions happen over a short span of time, so no discounting is necessary.

Asset Impairments for Fixed Assets

Asset impairments relate to fixed assets and are accounted for in the period when they become known by revising the useful life of fixed assets when there is a change in the estimated future benefits in or use of the asset, accordingly depreciation is accelerated to reflect the revised useful life.

Leases

For leased properties where we plan to permanently cease use of a space and have the intent and ability to sublease the property, we will test the ROU asset for impairment to determine if an impairment has occurred. The test for impairment will adjust the book value of the asset based on the net present value of the future cash flows expected from a sublease agreement using current market information for similar properties.

For properties where we plan to permanently cease use of a space and have no intent or ability to sublease the property, the amortization of the ROU asset will be accelerated and recognized on a straight-line basis from the decision date to the cease use date.

For the remaining lease term, we decrease the liability for payments and increase the liability for accretion of the discount. The discount reflects our incremental borrowing rate, which matches the lifetime of the liability. Significant changes in the discount rate selected or the estimations of sublease income could impact the amounts recorded in the Consolidated Statements of Income.

Other Associated Costs of Exit and Disposal Activities

We recognize other costs associated with exit and disposal activities as they are incurred, including professional services fees, certain technology-related costs, moving costs, contract termination costs, and other costs.

52

NEW ACCOUNTING PRONOUNCEMENTS

Note 2 “Summary of Significant Accounting Principles and Practices” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report contains a summary of our significant accounting policies, including a discussion of recently issued accounting pronouncements and their impact or future potential impact on our financial results, if determinable.

Item 7A.    Quantitative and Qualitative Disclosures about Market Risk

We are exposed to potential fluctuations in earnings, cash flows, and the fair values of certain of our assets and liabilities due to changes in interest rates and foreign exchange rates. To manage the risk from these exposures, we enter into a variety of derivative instruments. We do not enter into derivatives or financial instruments for trading or speculative purposes.

The following discussion describes our specific exposures and the strategies we use to manage these risks. Refer to Note 2 “Summary of Significant Accounting Principles and Practices” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report for a discussion of our accounting policies for financial instruments and derivatives.

Foreign Exchange Risk

We are subject to foreign exchange rate risk. Our primary exposures include exchange rates between the U.S. dollar and the euro, the British pound, the Canadian dollar, the Australian dollar, the Indian rupee, and the Japanese yen. We use over-the-counter options and forward contracts to reduce the impact of foreign currency risk to our financial statements.

Additionally, some of our non-U.S. subsidiaries receive revenue in currencies that differ from their functional currencies. Most significantly, our U.K. subsidiaries earn a portion of their revenue in U.S. dollars, euro, and Japanese yen, but most of their expenses are incurred in British pounds. We generally hedge up to 45% of our U.K. subsidiaries’ expected exposures to transactions denominated in U.S. dollar, euro, and Japanese yen. We generally do not hedge exposures beyond two years.

We also use forward and option contracts to economically hedge foreign exchange risk associated with monetary balance sheet exposures, such as intercompany notes and current assets and liabilities that are denominated in a non-functional currency and are subject to remeasurement.

The translated value of revenues and expenses from our international brokerage operations are subject to fluctuations in foreign exchange rates. A strengthening U.S. dollar has an adverse impact on our Net income attributable to shareholders, which are reported in U.S. dollars in our Consolidated Financial Statements. If we were to hypothetically translate prior year results at current year exchange rates, diluted earnings per share would have an unfavorable $0.03 comparable impact during the year ended December 31, 2025. Further, adjusted diluted earnings per share, a non-GAAP measure as defined and reconciled under the caption “Review of Consolidated Results — Adjusted Diluted Earnings Per Share,” would have an unfavorable $0.01 comparable impact during the year ended December 31, 2025 if we were to hypothetically translate prior year results at current year exchange rates.

Interest Rate Risk

Our fiduciary investment income is affected by changes in international and domestic short-term interest rates. We monitor our net exposure to short-term interest rates and, as appropriate, hedge our exposure with various derivative financial instruments. This activity primarily relates to brokerage funds held on behalf of clients in the U.S. and in continental Europe. A decrease in global short-term interest rates adversely affects our fiduciary investment income. A hypothetical, instantaneous parallel decrease in the year-end yield curve of 100 BPS would cause a decrease, net of derivative positions, of $77 million to each of 2026 and 2027 pretax income. A corresponding increase in the year-end yield curve of 100 BPS would cause an increase, net of derivative positions, of $77 million to each of 2026 and 2027 pre-tax income.

We have long-term debt outstanding, excluding the current portion, with a fair market value of $14.2 billion and $15.3 billion as of December 31, 2025 and December 31, 2024, respectively. The fair value was less than the carrying value by $502 million at December 31, 2025, and $957 million less than the carrying value at December 31, 2024. A hypothetical 1% increase or decrease in interest rates would change the fair value by a decrease of 7% or an increase of 8%, respectively, at December 31, 2025.

We have selected hypothetical changes in foreign currency exchange rates, interest rates, and equity market prices to illustrate the possible impact of these changes; we are not predicting market events.

53

Item 8.    Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Aon plc

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Aon plc (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 13, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

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	Realizability of Deferred Tax Assets
Description of the Matter	As discussed in Note 10 “Income Taxes” of the Notes to Consolidated Financial Statements, the Company had gross deferred tax assets of $2,570 million at December 31, 2025. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Conclusions on the realizability of certain net deferred tax assets involve significant management judgement including assumptions and estimates related to the amount, timing and jurisdiction of future taxable income. Auditing the deferred tax asset and the related forecast of future taxable income was especially challenging as it involved a high degree of auditor judgement around management’s assumptions and estimates of future taxable income.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and operating effectiveness of internal controls that address the risks of material misstatement relating to the realizability of deferred tax assets, including controls over management’s projections of the amount, timing, and jurisdiction of future taxable income. Among other audit procedures performed, we evaluated the assumptions used by the Company to develop projections of future taxable income by income tax jurisdiction and tested the completeness and accuracy of the underlying data used in the projections. For example, we inspected the assumptions made in the calculation of future taxable income, including the growth rate, the estimates of the reversal of cumulative temporary differences, and the capital and debt requirements by jurisdiction. We compared the projections of future taxable income with the actual results of prior periods. Further, we involved tax subject matter professionals in the review of the information identified.

We have served as the Company’s auditor since 1986.

Chicago, Illinois

February 13, 2026

55

Aon plc

Consolidated Statements of Income

	Years Ended December 31
(millions, except per share data)	2025		2024		2023
Revenue
Total revenue	$	17,181	$	15,698	$	13,376
Expenses
Compensation and benefits	8,985		8,283		6,902
Information technology	568		539		534
Premises	337		325		294
Depreciation of fixed assets	188		183		167
Amortization and impairment of intangible assets	778		503		89
Other general expense	1,616		1,641		1,470
Accelerating Aon United Program expenses	365		389		135
Total operating expenses	12,837		11,863		9,591
Operating income	4,344		3,835		3,785
Interest income	19		67		31
Interest expense	(815)		(788)		(484)
Other income (expense)	1,211		348		(163)
Income before income taxes	4,759		3,462		3,169
Income tax expense	1,009		742		541
Net income	3,750		2,720		2,628
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests	55		66		64
Net income attributable to Aon shareholders	$	3,695	$	2,654	$	2,564
Basic net income per share attributable to Aon shareholders	$	17.11	$	12.55	$	12.60
Diluted net income per share attributable to Aon shareholders	$	17.02	$	12.49	$	12.51
Weighted average ordinary shares outstanding - basic	215.9		211.4		203.5
Weighted average ordinary shares outstanding - diluted	217.1		212.5		205.0

See accompanying Notes to Consolidated Financial Statements.

56

Aon plc

Consolidated Statements of Comprehensive Income

	Years Ended December 31
(millions)	2025		2024		2023
Net income	$	3,750	$	2,720	$	2,628
Less: Net income attributable to redeemable and nonredeemable noncontrolling interests	55		66		64
Net income attributable to Aon shareholders	3,695		2,654		2,564
Other comprehensive income (loss), net of tax:
Change in fair value of financial instruments	4		72		13
Foreign currency translation adjustments	826		(467)		276
Postretirement benefit obligation	72		23		(40)
Total other comprehensive income (expense)	902		(372)		249
Less: Other comprehensive loss attributable to noncontrolling interests	—		—		(1)
Total other comprehensive income (expense) attributable to Aon shareholders	902		(372)		250
Comprehensive income attributable to Aon shareholders	$	4,597	$	2,282	$	2,814

See accompanying Notes to Consolidated Financial Statements.

57

Aon plc

Consolidated Statements of Financial Position

	As of December 31
(millions, except nominal value)	2025		2024
Assets
Current assets
Cash and cash equivalents	$	1,195	$	1,085
Short-term investments	1,603		219
Receivables, net	4,209		3,803
Fiduciary assets	17,889		17,566
Other current assets	878		759
Total current assets	25,774		23,432
Goodwill	15,797		15,234
Intangible assets, net	5,727		6,743
Fixed assets, net	702		637
Operating lease right-of-use assets	677		711
Deferred tax assets	748		654
Prepaid pension	603		556
Other non-current assets	756		998
Total assets	$	50,784	$	48,965
Liabilities, redeemable noncontrolling interests, and equity
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	2,861	$	2,905
Short-term debt and current portion of long-term debt	589		751
Fiduciary liabilities	17,889		17,566
Other current liabilities	1,887		1,773
Total current liabilities	23,226		22,995
Long-term debt	14,660		16,265
Non-current operating lease liabilities	641		685
Deferred tax liabilities	340		319
Pension, other postretirement, and postemployment liabilities	1,084		1,127
Other non-current liabilities	1,285		1,144
Total liabilities	41,236		42,535
Redeemable noncontrolling interests	89		125
Equity
Ordinary shares - $0.01 nominal value     Authorized: 500.0 shares (issued: 2025 - 214.5; 2024 - 216.0)	2		2
Additional paid-in capital	13,438		13,173
Accumulated deficit	(245)		(2,309)
Accumulated other comprehensive loss	(3,843)		(4,745)
Total Aon shareholders' equity	9,352		6,121
Nonredeemable noncontrolling interests	107		184
Total equity	9,459		6,305
Total liabilities, redeemable noncontrolling interests, and equity	$	50,784	$	48,965

See accompanying Notes to Consolidated Financial Statements.

58

Aon plc

Consolidated Statements of Shareholders’ Equity

(millions, except per share data)	Shares	Ordinary Shares and Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss, Net of Tax		Non-redeemable Non-controlling Interests		Total
Balance at January 1, 2023	205.4	6,866		(2,772)		(4,623)		100		(429)
Net income (1)	—	—		2,564		—		64		2,628
Shares issued — employee stock compensation plans	1.6	(168)		(1)		—		—		(169)
Shares repurchased	(8.4)	—		(2,700)		—		—		(2,700)
Share-based compensation expense	—	438		—		—		—		438
Dividends to shareholders ($2.41 per share)	—	—		(490)		—		—		(490)
Net change in fair value of financial instruments	—	—		—		13		—		13
Net foreign currency translation adjustments	—	—		—		277		(1)		276
Net postretirement benefit obligation	—	—		—		(40)		—		(40)
Net purchases of shares from nonredeemable noncontrolling interests	—	(190)		—		—		(23)		(213)
Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock	—	—		—		—		(56)		(56)
Balance at December 31, 2023	198.6	6,946		(3,399)		(4,373)		84		(742)
Net income (1)	—	—		2,654		—		61		2,715
Shares issued - NFP Transaction	19.0	5,882		—		—		—		5,882
Shares issued — employee stock compensation plans	1.5	(123)		(1)		—		—		(124)
Shares repurchased	(3.1)	—		(1,000)		—		—		(1,000)
Share-based compensation expense	—	474		—		—		—		474
Dividends to shareholders ($2.64 per share)	—	—		(563)		—		—		(563)
Net change in fair value of financial instruments	—	—		—		72		—		72
Net foreign currency translation adjustments	—	—		—		(467)		—		(467)
Net postretirement benefit obligation	—	—		—		23		—		23
Net purchases of shares from nonredeemable noncontrolling interests	—	(1)		—		—		84		83
Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock	—	—		—		—		(45)		(45)
Adjustments to redeemable noncontrolling interest	—	(3)		—		—		—		(3)
Balance at December 31, 2024	216.0	13,175		(2,309)		(4,745)		184		6,305
Net income (1)	—	—		3,695		—		59		3,754
Shares issued — employee stock compensation plans	1.2	(137)		(2)		—		—		(139)
Shares repurchased	(2.7)	—		(1,000)		—		—		(1,000)
Share-based compensation expense	—	432		—		—		—		432
Dividends to shareholders ($2.91 per share)	—	—		(629)		—		—		(629)
Net change in fair value of financial instruments	—	—		—		4		—		4
Net foreign currency translation adjustments	—	—		—		826		—		826
Net postretirement benefit obligation	—	—		—		72		—		72
Net purchases of shares from nonredeemable noncontrolling interests	—	(10)		—		—		(75)		(85)
Dividends paid to nonredeemable noncontrolling interests on subsidiary common stock	—	—		—		—		(61)		(61)
Adjustments to redeemable noncontrolling interests	—	(20)		—		—		—		(20)
Balance at December 31, 2025	214.5	$	13,440	$	(245)	$	(3,843)	$	107	$	9,459

(1)For the years ended December 31, 2025, 2024, and 2023, the Company’s Net income totaled $3.8 billion, $2.7 billion, and $2.6 billion, which included $(4) million, $5 million, and $0 million of Net income (loss) related to redeemable noncontrolling interests, respectively.

See accompanying Notes to Consolidated Financial Statements.

59

Aon plc

Consolidated Statements of Cash Flows

	Years Ended December 31
(millions)	2025		2024		2023
Cash flows from operating activities
Net income	$	3,750	$	2,720	$	2,628
Adjustments to reconcile net income to cash provided by operating activities:
Gain from sales of businesses	(1,201)		(337)		(4)
Depreciation of fixed assets	188		183		167
Amortization and impairment of intangible assets	778		503		89
Share-based compensation expense	432		474		438
Deferred income taxes	(141)		(311)		(373)
Other, net	(133)		(134)		28
Change in assets and liabilities:
Receivables, net	(257)		(312)		(188)
Accounts payable and accrued liabilities	(155)		393		13
Accelerating Aon United Program liabilities	27		17		99
Current income taxes	114		—		174
Pension, other postretirement and postemployment liabilities	(16)		(18)		8
Other assets and liabilities	95		(143)		356
Cash provided by operating activities	3,481		3,035		3,435
Cash flows from investing activities
Proceeds from investments	145		212		76
Purchases of investments	(172)		(172)		(67)
Net sales (purchases) of short-term investments - non fiduciary	(1,379)		151		85
Acquisition of businesses, net of cash and funds held on behalf of clients	(394)		(3,506)		(35)
Sale of businesses, net of cash and funds held on behalf of clients	2,349		700		5
Capital expenditures	(263)		(218)		(252)
Cash provided by (used for) investing activities	286		(2,833)		(188)
Cash flows from financing activities
Share repurchase	(1,000)		(1,000)		(2,700)
Proceeds from issuance of shares	70		79		72
Cash paid for employee taxes on withholding shares	(208)		(202)		(241)
Commercial paper issuances, net of repayments	(24)		(591)		(27)
Issuance of debt	—		7,926		744
Repayment of debt	(1,850)		(4,928)		(350)
Increase in fiduciary liabilities, net of fiduciary receivables	(366)		280		358
Cash dividends to shareholders	(629)		(562)		(489)
Redeemable and nonredeemable noncontrolling interests, and other financing activities	(198)		(206)		(232)
Cash provided by (used for) financing activities	(4,205)		796		(2,865)
Effect of exchange rates on cash and cash equivalents and funds held on behalf of clients	678		(387)		264
Net increase in cash and cash equivalents and funds held on behalf of clients	240		611		646
Cash, cash equivalents and funds held on behalf of clients at beginning of year	8,333		7,722		7,076
Cash, cash equivalents and funds held on behalf of clients at end of year	$	8,573	$	8,333	$	7,722
Reconciliation of cash and cash equivalents and funds held on behalf of clients:
Cash and cash equivalents	$	1,195	$	1,085	$	778
Cash and cash equivalents and funds held on behalf of clients classified as held for sale	—		1		43
Funds held on behalf of clients	7,378		7,247		6,901
Total cash and cash equivalents and funds held on behalf of clients	$	8,573	$	8,333	$	7,722

See accompanying Notes to Consolidated Financial Statements.

60

Notes to Consolidated Financial Statements

1.    Basis of Presentation

The accompanying Consolidated Financial Statements and Notes thereto have been prepared in accordance with U.S. GAAP. The Consolidated Financial Statements include the accounts of Aon plc and all of its controlled subsidiaries (“Aon” or the “Company”). Intercompany accounts and transactions have been eliminated. The Consolidated Financial Statements include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company’s consolidated financial position, results of operations, and cash flows for all periods presented.

Use of Estimates

The preparation of the accompanying Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of reserves and expenses. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management believes its estimates to be reasonable given the current facts available. Aon adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and foreign currency exchange rate movements increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in estimates resulting from continuing changes in the economic environment would, if applicable, be reflected in the Consolidated Financial Statements in future periods.

2.    Summary of Significant Accounting Principles and Practices

Revenue Recognition

The Company generates revenues primarily through commissions, compensation from insurance and reinsurance companies for services provided to them, and fees from customers. Commissions and fees for brokerage services vary depending upon several factors, which may include the amount of premium, the type of insurance or reinsurance coverage provided, the particular services provided to a client, insurer, or reinsurer, and the capacity in which the Company acts. Compensation from insurance and reinsurance companies includes: (1) fees for consulting and analytics services and (2) fees and commissions for administrative and other services provided to or on behalf of insurers. In Aon’s capacity as an insurance and reinsurance broker, the service promised to the customer is placement of an effective insurance or reinsurance policy, respectively. The customer obtains control over the services promised by the Company at the completion of the insurance or reinsurance policy placement process once coverage is effective. Judgment is not typically required when assessing whether the coverage is effective. Fees from clients for advice and consulting services are dependent on the extent and value of the services provided. Payment terms for the Company’s principal service lines are discussed below; the Company believes these terms are consistent with current industry practices. Significant financing components are typically not present in Aon’s arrangements.

The Company recognizes revenue when control of the promised services is transferred to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. For arrangements where control is transferred over time, an input or output method is applied that represents a faithful depiction of the progress towards completion of the performance obligation. For arrangements that include variable consideration, the Company assesses whether any amounts should be constrained. For arrangements that include multiple performance obligations, the Company allocates consideration based on their relative fair values.

Costs incurred by the Company in obtaining a contract are capitalized and amortized on a systematic basis that is consistent with the transfer of control of the services to which the asset relates, considering anticipated renewals when applicable. Certain contract related costs, including pre-placement brokerage costs, are capitalized as a cost to fulfill and are amortized on a systematic basis consistent with the transfer of control of the services to which the asset relates, which is generally less than one year.

The Company has elected to apply practical expedients to not disclose the revenue related to unsatisfied performance obligations if (1) the contract has an original duration of 1 year or less, (2) the Company has recognized revenue for the amount in which it has the right to bill, and (3) the variable consideration is allocated entirely to an unsatisfied performance obligation which is recognized as a series of distinct goods or services that form a single performance obligation.

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Disaggregation of Revenue

The following is a description of principal service lines from which our segments generate revenue:

Risk Capital

Commercial Risk Solutions uses Risk Capital’s extensive data and analytics capabilities to provide brokerage and consulting services that help organizations develop, improve, and implement their risk management strategies. Commercial Risk Solutions includes insurance and specialty brokerage, global risk consulting, captives management, and Affinity programs. Revenue primarily includes insurance commissions and fees for services rendered. Revenue is predominantly recognized at a point in time upon the effective date of the underlying policy (or policies), or for a limited number of arrangements, over the term of the arrangement using output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. For arrangements recognized over time, various output measures, including units delivered and time elapsed, are utilized to provide a faithful depiction of the progress towards completion of the performance obligation. Revenue is recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data. Reimbursements received for out-of-pocket expenses are generally recorded as a component of revenue. Commissions and fees for brokerage services may be invoiced near the effective date of the underlying policy or over the term of the arrangement in installments during the policy period.

Reinsurance Solutions includes treaty reinsurance, facultative reinsurance, Strategy and Technology Group and capital markets. Revenue primarily includes reinsurance commissions and fees for services rendered. Revenue is predominantly recognized at a point in time upon the effective date of the underlying policy (or policies), or for a limited number of arrangements, over the term of the arrangement using output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. For arrangements recognized over time, various output measures, including units delivered and time elapsed, are utilized to provide a faithful depiction of the progress towards completion of the performance obligation. Commissions and fees for brokerage services may be invoiced at the inception of the reinsurance period for certain reinsurance brokerage, or more commonly, over the term of the arrangement in installments based on deposit or minimum premiums for most treaty reinsurance arrangements.

Human Capital

Health Solutions includes consulting and brokerage, consumer benefits, and talent advisory services. Revenue primarily includes insurance commissions and fees for services rendered. For brokerage commissions, revenue is predominantly recognized at a point in time upon the effective date of the underlying policy (or policies), or for a limited number of arrangements, over the term of the arrangement to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services using input or output measures, including units delivered or time elapsed, to provide a faithful depiction of the progress towards completion of the performance obligation. Commissions and fees for brokerage services may be invoiced at the effective date of the underlying policy or over the term of the arrangement in installments during the policy period. Payment terms for other services vary but are typically over the contract term in installments.

Wealth Solutions includes retirement consulting, pension administration, and investments consulting. Revenue recognized for these arrangements is predominantly recognized over the term of the arrangement using input or output measures to depict the transfer of control of the services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services, or for certain arrangements, at a point in time upon completion of the services. For consulting arrangements recognized over time, revenue will be recognized based on a measure of progress that depicts the transfer of control of the services to the customer, utilizing an appropriate input or output measure to provide a reasonable assessment of the progress towards completion of the performance obligation including units delivered or time elapsed. Fees paid by customers for consulting services are typically charged on an hourly, project or fixed-fee basis, and revenue for these arrangements is typically recognized based on time incurred, days elapsed, or reports delivered. Revenue from time-and-materials or cost-plus arrangements are recognized as services are performed using input or output measures to provide a reasonable assessment of the progress towards completion of the performance obligation including hours worked, and revenue for these arrangements is typically recognized based on time and materials incurred. Revenue generated from the Company’s delegated investment business is generally earned as an agreed percentage based on AUM and, to a lesser extent, based on performance fees. Reimbursements received for out-of-pocket expenses are generally recorded as a component of revenue. Payment terms vary but are typically over the contract term in installments.

Share-based Compensation Expense

Share-based payments to employees, including grants of RSUs and PSAs, are typically measured based on grant date fair value. For purposes of measuring share-based compensation expense, the Company considered whether an adjustment to the

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observable market price is necessary to reflect material nonpublic information that is known to us at the time the award is granted. No adjustments were necessary for the years ended December 31, 2025, 2024, or 2023. The Company recognizes compensation expense over the requisite service period for awards expected to ultimately vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.

Pension and Other Postretirement Benefits

The Company records net periodic cost relating to its pension and other postretirement benefit plans based on calculations that include various actuarial assumptions, including discount rates, assumed rates of return on plan assets, inflation rates, mortality rates, compensation increases, and turnover rates. The Company reviews its actuarial assumptions on an annual basis and modifies these assumptions based on current rates and trends. The effects of gains, losses, and prior service costs and credits are amortized over future service periods or future estimated lives if the plans are frozen as reflected in Other income (expense) within the Consolidated Statements of Income. The funded status of each plan, calculated as the fair value of plan assets less the benefit obligation, is reflected in the Company’s Consolidated Statements of Financial Position using a December 31 measurement date.

Earnings per Share

Basic earnings per share is computed by dividing net income available to ordinary shareholders by the weighted-average number of ordinary shares outstanding, including participating securities, which consist of unvested share awards with non-forfeitable rights to dividends. Diluted earnings per share is computed by dividing net income available to ordinary shareholders by the weighted average number of ordinary shares outstanding, which have been adjusted for the dilutive effect of potentially issuable ordinary shares, including certain contingently issuable shares. The diluted earnings per share calculation reflects the more dilutive effect of either (1) the two-class method that assumes that the participating securities have not been exercised, or (2) the treasury stock method.

Potentially issuable shares are not included in the computation of diluted earnings per share if their inclusion would be antidilutive.

Cash and Cash Equivalents and Short-term Investments

Cash and cash equivalents include cash balances and all highly liquid investments with initial maturities of three months or less. Short-term investments generally consist of money market funds. The estimated fair value of Cash and cash equivalents and Short-term investments approximates their carrying values.

At December 31, 2025, Cash and cash equivalents and Short-term investments totaled $2.8 billion compared to $1.3 billion at December 31, 2024, an increase of $1.5 billion. Of the total balance, $180 million and $123 million was restricted as to its use at December 31, 2025 and 2024, respectively. Included within Short-term investments as of December 31, 2025 and 2024 balances, were £72 million ($97 million at December 31, 2025 exchanges rates) and £63 million ($79 million at December 31, 2024 exchange rates), respectively, of operating funds required to be held by the Company in the U.K. by the FCA, a U.K.-based regulator.

Fiduciary Assets and Liabilities

In its capacity as an insurance agent and broker, Aon collects premiums from insureds and, after deducting its commission, remits the premiums to the respective insurers. Aon also collects claims or refunds from insurers on behalf of insureds. Uncollected premiums from insureds and uncollected claims or refunds from insurers are recorded as Fiduciary assets in the Company’s Consolidated Statements of Financial Position. Unremitted insurance premiums and claims are held in a fiduciary capacity and the obligation to remit these funds is recorded as Fiduciary liabilities in the Consolidated Statements of Financial Position.

Funds held on behalf of clients represent fiduciary assets held by Aon for premiums collected from insureds but not yet remitted to insurance companies and claims collected from insurance companies but not yet remitted to insureds of $7.4 billion and $7.2 billion at December 31, 2025 and 2024, respectively. Fiduciary receivables were $10.5 billion and $10.3 billion at December 31, 2025 and 2024, respectively. These funds and a corresponding liability are included in Fiduciary assets and Fiduciary liabilities, respectively, in the accompanying Consolidated Statements of Financial Position.

Allowance for Doubtful Accounts

The Company’s estimate for allowance for credit losses with respect to receivables is based on a combination of factors, including evaluation of forward-looking information, historical write-offs, aging of balances, and other qualitative and quantitative analyses. Receivables, net included an allowance for doubtful accounts of $74 million and $75 million at December 31, 2025 and 2024, respectively.

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Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation. Included in this category are certain capitalized costs incurred during the application development stage related to directly obtaining, developing, or enhancing internal use software. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are generally as follows:

Asset Description	Estimated Useful Life
Software	Lesser of the life of an associated license, or 4 to 7 years
Leasehold improvements	Lesser of estimated useful life or lease term
Furniture, fixtures and equipment	4 to 10 years
Computer equipment	4 to 6 years
Buildings	35 years
Vehicles	5 to 6 years

Goodwill and Intangible Assets

Goodwill represents the excess of purchase price over the fair value of the net assets acquired in the acquisition of a business. Goodwill is allocated to applicable reporting units. Upon disposition of a business entity, goodwill is allocated to the disposed entity based on the relative fair value of that entity compared to the fair value of the reporting unit in which it was included. Goodwill is not amortized, but instead is tested for impairment at least annually. The goodwill impairment test is performed at the reporting unit level. The Company may initially perform a qualitative analysis to determine if it is more likely than not that the goodwill balance is impaired. If a qualitative assessment is not performed or if a determination is made that it is not more likely than not that the value of the reporting unit exceeds its carrying amount, then the Company will perform a quantitative analysis. If the fair value of a reporting unit is determined to be greater than the carrying value of the reporting unit, goodwill is deemed not to be impaired and no further testing is necessary. If the fair value of a reporting unit is less than the carrying value, a goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value limited to the total amount of the goodwill allocated to the reporting unit. Any resulting difference will be a charge to Amortization and impairment of intangible assets in the Consolidated Statements of Income in the period in which the determination is made. Fair value is determined using a combination of present value techniques and market prices of comparable businesses.

We classify our intangible assets acquired as either customer-related and contract based, technology and other intangible assets, and tradenames. Amortization basis and estimated useful lives by intangible asset type are generally as follows:

Intangible Asset Description	Amortization Basis	Estimated Useful Life
Customer-related and contract-based	In line with underlying cash flows	7 to 23 years
Tradenames	Straight-line	1 to 10.5 years
Technology and other intangibles	Straight-line	5 to 7 years

Derivatives

Derivative instruments are recognized in the Consolidated Statements of Financial Position at fair value. Where the Company has entered into master netting agreements with counterparties, the derivative positions are netted by counterparties and are reported accordingly in other assets or other liabilities. Changes in the fair value of derivative instruments are recognized in earnings each period, unless the derivative is designated and qualifies as a cash flow or net investment hedge.

The Company has historically designated the following hedging relationships for certain transactions: (1) a hedge of the change in fair value of a recognized asset or liability or firm commitment (“fair value hedge”), (2) a hedge of the variability in cash flows from a recognized variable-rate asset or liability or forecasted transaction (“cash flow hedge”), and (3) a hedge of the net investment in a foreign operation (“net investment hedge”).

In order for a derivative to qualify for hedge accounting, the derivative must be formally designated as a fair value, cash flow, or a net investment hedge by documenting the relationship between the derivative and the hedged item. The documentation must include a description of the hedging instrument, the hedged item, the risk being hedged, Aon’s risk management objective and strategy for undertaking the hedge, and the method for assessing the effectiveness of the hedge. Additionally, the hedge relationship must be expected to be highly effective at offsetting changes in either the fair value or cash flows of the hedged

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item at both the inception of the hedge and on an ongoing basis. Aon assesses the ongoing effectiveness of its hedges quarterly or more frequently if facts and circumstances require.

For a derivative designated as a fair value hedging instrument, the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect is to reflect in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For a cash flow hedge that qualifies for hedge accounting, the change in fair value of a hedging instrument is recognized in Accumulated Other Comprehensive Income and subsequently reclassified to earnings in the same period the hedged item impacts earnings. For a net investment hedge, the change in fair value of the hedging instrument is recognized in Accumulated Other Comprehensive Income as part of the cumulative translation adjustment.

Changes in the fair value of a derivative that is not designated as part of a hedging relationship (commonly referred to as an “economic hedge”) are recorded in Other income (expense) in the Consolidated Statements of Income in the period of change.

The Company discontinues hedge accounting prospectively when (1) the derivative expires or is sold, terminated, or exercised, (2) the qualifying criteria are no longer met, or (3) management removes the designation of the hedging relationship.

Foreign Currency

Certain of the Company’s non-U.S. operations use their respective local currency as their functional currency. These operations that do not have the U.S. dollar as their functional currency translate their financial statements at the current rates of exchange in effect at the balance sheet date and revenues and expenses using rates that approximate those in effect during the period. The resulting translation adjustments are included in Net foreign currency translation adjustments within the Consolidated Statements of Shareholders’ Equity. Further, gains and losses from the remeasurement of monetary assets and liabilities that are denominated in a non-functional currency of each entity are included in Other income (expense) within the Consolidated Statements of Income.

Income Taxes

Deferred income taxes are recognized for the effect of temporary differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted marginal tax rates and laws that are currently in effect. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in the period when the rate change is enacted.

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets are realized by having sufficient future taxable income to allow the related tax benefits to reduce taxes otherwise payable. The sources of taxable income that may be available to realize the benefit of deferred tax assets are future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carry-forwards, taxable income in carry-back years, and tax planning strategies that are both prudent and feasible.

The Company recognizes the effect of income tax positions only if sustaining those positions is more likely than not. Tax positions that meet the more likely than not recognition threshold but are not highly certain are initially and subsequently measured based on the largest amount of benefit that is greater than 50% likely of being realized upon settlement with the taxing authority. Only information that is available at the reporting date is considered in the Company’s recognition and measurement analysis, and events or changes in facts and circumstances are accounted for in the period in which the event or change in circumstance occurs.

The Company records penalties and interest related to unrecognized tax benefits in Income taxes in the Company’s Consolidated Statements of Income.

The Company releases income tax effects from Accumulated other comprehensive loss using the portfolio approach.

Leases

The Company leases office facilities, equipment, and automobiles under operating leases. The Company’s lease obligations are primarily for the use of office facilities. The Company evaluates if a leasing arrangement exists upon inception of a contract. A contract contains a lease if the contract conveys the right to control the use of identified tangible assets for a period of time in exchange for consideration. Identified property, plant, or equipment may include a physically distinct portion of a larger asset, or a portion of an asset that represents substantially all of the capacity of the asset but is not physically distinct. The Company assesses whether a contract implicitly contains the right to control the use of a tangible asset that is not already owned. In addition, the Company subleases certain real estate properties to third parties, which are classified as operating leases.

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The Company’s leases expire on various dates and may contain renewal, expansion, or termination options. The exercise of lease renewal and expansion options are typically at the Company’s sole discretion and are only included in the determination of the lease term if the Company is reasonably certain to exercise the option. In addition, the Company’s lease agreements typically do not contain any material residual value guarantees or restrictive covenants.

ROU assets and lease liabilities are based on the present value of the minimum lease payments over the lease term. The Company has elected the practical expedient related to lease and non-lease components, as an accounting policy election for all asset classes, which allows a lessee to not separate non-lease components from lease components and instead account for consideration received in a contract as a single lease component. The Company’s lease agreements may include initial direct costs and lease incentives. Initial direct costs are incremental costs of a lease that would not have been incurred if the lease had not been obtained and are included in the measurement of the ROU asset. Payments made to or on behalf of the Company, such as tenant improvement allowances, represent incentives that are considered reductions to the ROU asset and lease expense over the lease term.

The Company made a policy election to not recognize ROU assets and lease liabilities that arise from leases with an initial term of twelve months or less in the Consolidated Statements of Financial Position. However, the Company recognized these lease payments in the Consolidated Statements of Income on a straight-line basis over the lease term and variable lease payments in the period in which the expense was incurred. The Company applies this accounting policy across all classes of underlying assets.

A portion of the Company’s lease agreements include variable lease payments that are not recorded in the initial measurement of the lease liability and ROU asset balances. For real estate arrangements, base rental payments may be escalated according to annual changes in the CPI or other indices. The escalated rental payments based on the estimated CPI at the lease commencement date are included within minimum rental payments; however, changes in CPI are considered variable in nature and are recognized as variable lease costs in the period in which the obligation is incurred. Additionally, real estate lease agreements may include other variable payments related to operating expenses charged by the landlord based on actual expenditures. Information technology equipment agreements may include variable payments based on usage of the equipment. These expenses are also recognized as variable lease costs in the period in which the expense is incurred.

Where Aon has provided notice of cancellation pursuant to a lease agreement, the lease is modified with the associated ROU asset and the related lease liability remeasured, which may include any additional termination penalties incurred that were not previously included within the lease liability. To the extent that the associated ROU assets and lease liabilities are removed, a corresponding gain or loss is recorded.

The Company utilizes discount rates to determine the present value of the lease payments based on information available at the commencement date of the lease. As the rate implicit in each lease is not typically readily available, the Company uses an incremental borrowing rate based on factors such as the lease term and the economic environment where the lease exists to determine the appropriate present value of future lease payments. When determining the incremental borrowing rate, the Company considers the rate of interest it would pay on a secured borrowing in an amount equal to the lease payments for the underlying asset under similar terms.

Operating leases are included in Operating lease ROU assets, Other current liabilities, and Non-current operating lease liabilities in the Consolidated Statements of Financial Position.

Contingent Consideration

Contingent consideration may be paid to the former owners of the business and typically will involve the acquired entity reaching specific financial results over a designated period. Contingent consideration payables are recorded at fair value and are included in the purchase price consideration at the time of the acquisition. Subsequent changes in the fair value of contingent consideration obligations are recorded in the Consolidated Statements of Income. The fair value of contingent consideration payables is based on the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value of the contingent consideration, the acquired business’s future performance is estimated using financial projections for the acquired business and measured against performance targets specified in each purchase agreement. Contingent consideration liabilities are classified as Level 3 in the fair value hierarchy due to the Company’s reliance on unobservable inputs.

Principles of Consolidation

The accompanying Consolidated Financial Statements include the accounts of Aon plc and those entities in which the Company has a controlling financial interest. To determine if Aon holds a controlling financial interest in an entity, the Company first evaluates if it is required to apply the variable interest model to the entity, otherwise, the entity is evaluated under the voting interest model. When Aon holds rights that give it the power to direct the activities of a VIE that most significantly impact the

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VIE’s economic performance, combined with a variable interest that gives the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, the Company has a controlling financial interest in that VIE. If the Company is the primary beneficiary of a VIE, the Company consolidates the entity and reflects any relevant noncontrolling interest of other beneficiaries of that entity on the Statement of Consolidated Financial Position. Total assets related to consolidated VIEs are less than 1% of the Company’s Total assets on the Consolidated Statements of Financial Position as of December 31, 2025.

Aon holds a controlling financial interest in entities that are not VIEs when it, directly or indirectly holds more than 50% of the voting rights and the noncontrolling interest holders do not hold substantive participating rights.

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests represent interests for certain consolidated entities which are subject to redemption rights held by the noncontrolling interests owners outside of the Company’s control at fixed or determinable prices and dates. The redeemable noncontrolling interests are considered temporary equity and reported outside of permanent equity on the Consolidated Statements of Financial Position. The interests are initially recorded at fair value and in subsequent reporting periods are adjusted to the estimated redemption value. The adjustments to the redemption value are recorded to additional paid-in capital, or retained earnings when the Company is in an accumulated deficit position, on the Consolidated Statements of Financial Position. The interests are recorded at the greater of the carrying amount adjusted for the noncontrolling interest’s share of net income (loss) and distributions or its redemption value.

New Accounting Pronouncements

Adoption of New Accounting Standards

Improvements to Income Tax Disclosures

In December 2023, the FASB issued new accounting guidance under ASC 740, Income Taxes, which requires additional income tax disclosures on an annual basis, including disaggregation of information presented within the reconciliation of the expected tax to the reported tax by specific categories, with certain reconciling items 5% or greater broken out by nature and/or jurisdiction. The new guidance also requires disclosure of income taxes paid, net of refunds, broken out by federal, state/local and foreign, including disclosure of individual jurisdictions when greater than 5% of total net income taxes paid. The new guidance was effective for Aon for the year ended December 31, 2025 and was adopted on a prospective basis. The adoption of this guidance impacted the Company’s Notes to Consolidated Financial Statements and did not impact the financial condition or results of operations. See Note 10 “Income Taxes” for information with respect to this guidance as of December 31, 2025.

Accounting Standards Issued But Not Yet Adopted

Accounting for and Disclosure of Software Costs

In September 2025, the FASB issued new accounting guidance under ASC 350-40, Intangibles — Goodwill and Other Internal-Use Software to modernize the criteria for capitalizing software development costs by removing references to development stages and framework updates to better reflect current software development practices. The new guidance is effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact the new guidance will have on the Consolidated Financial Statements and Notes.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued new accounting guidance under ASC 220, Income Statement — Reporting Comprehensive Income, which requires more detailed information about certain expenses in commonly presented expense captions including inventory, employee compensation, depreciation, and amortization. The new guidance also requires disclosure of total selling expenses and, on an annual basis, an entity’s definition of selling expenses. The new guidance is effective for the year ended December 31, 2027, with early adoption permitted. Entities may apply the new guidance on a prospective basis, with the option for retrospective application. The company is currently evaluating the impact the guidance will have on the Notes to Consolidated Financial Statements.

Securities and Exchange Commission Final Rules

The Enhancement and Standardization of Climate-Related Disclosures for Investors

In March 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures. The final rules would require the Company to provide certain climate-related information in Item 7, Management’s Discussion and Analysis regarding material climate-related risks, activities to mitigate or adapt to such risks, information regarding oversight and management of climate-related risks, information on climate-related targets or goals, and disclosure of Scope 1 and 2 GHG

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emissions. Additionally, within the Notes to Consolidated Financial Statements, the Company would be required to disclose the financial statement effects of severe weather events and other natural conditions. The final rules were to be effective for the year ended December 31, 2025, with the exception of GHG emissions disclosures which were to be effective for the year ended December 31, 2026. The final rules have been subject to several legal challenges and on April 4, 2024, the SEC voluntarily stayed the final rules, which remains in effect. On March 27, 2025, the SEC voted to end its legal defense of the final rules in Court of Appeals for the Eighth Circuit. The Eighth Circuit has suspended the litigation until the SEC informs the court whether it intends to reconsider the rules under administrative procedures or whether the SEC will renew its defense of the rules. The Company is monitoring the judicial process for resolution of the legal challenges and impacts on the disclosure requirements.

3.    Revenue from Contracts with Customers

Disaggregation of Revenue

The following table summarizes revenue from contracts with customers by principal service line (in millions):

	Years Ended December 31
	2025		2024		2023
Commercial Risk Solutions	$	8,497	$	7,861	$	7,043
Reinsurance Solutions	2,793		2,656		2,481
Total Risk Capital (1)	11,290		10,517		9,524
Health Solutions	3,839		3,335		2,433
Wealth Solutions	2,068		1,874		1,431
Total Human Capital (1)	5,907		5,209		3,864
Eliminations	(16)		(28)		(12)
Total revenue	$	17,181	$	15,698	$	13,376

(1)Includes inter-segment revenue. Refer to Note 17 “Segment Information” for further information.

Consolidated revenue from contracts with customers by geographic area, which is attributed on the basis of where the services are performed, is as follows (in millions):

	Year Ended December 31, 2025
	Risk Capital		Human Capital		Corporate/Eliminations		Total
U.S.	$	4,991	$	3,304	$	(16)	$	8,279
Americas other than U.S.	1,131		502		—		1,633
U.K.	1,409		811		—		2,220
Ireland	95		90		—		185
Europe, Middle East, & Africa other than U.K. and Ireland	2,321		832		—		3,153
Asia Pacific	1,343		368		—		1,711
Total revenue	$	11,290	$	5,907	$	(16)	$	17,181

	Year Ended December 31, 2024
	Risk Capital		Human Capital		Corporate/Eliminations		Total
U.S.	$	4,697	$	2,997	$	(28)	$	7,666
Americas other than U.S.	954		381		—		1,335
U.K.	1,266		709		—		1,975
Ireland	78		68		—		146
Europe, Middle East, & Africa other than U.K. and Ireland	2,176		724		—		2,900
Asia Pacific	1,346		330		—		1,676
Total revenue	$	10,517	$	5,209	$	(28)	$	15,698

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	Year Ended December 31, 2023
	Risk Capital		Human Capital		Corporate/Eliminations		Total
U.S.	$	4,067	$	1,868	$	(12)	$	5,923
Americas other than U.S.	909		351		—		1,260
U.K.	1,186		633		—		1,819
Ireland	61		52		—		113
Europe, Middle East, & Africa other than U.K. and Ireland	2,036		636		—		2,672
Asia Pacific	1,265		324		—		1,589
Total revenue	$	9,524	$	3,864	$	(12)	$	13,376

Contract Costs

Changes in the net carrying amount of costs to fulfill contracts with customers are as follows (in millions):

	2025		2024
Balance at beginning of period	$	424	$	370
Additions	1,849		1,725
Amortization	(1,839)		(1,659)
Impairment	—		—
Foreign currency translation and other	16		(12)
Balance at end of period	$	450	$	424

Changes in the net carrying amount of costs to obtain contracts with customers are as follows (in millions):

	2025		2024
Balance at beginning of period	$	207	$	195
Additions	63		73
Amortization	(68)		(54)
Impairment	—		—
Foreign currency translation and other	6		(7)
Balance at end of period	$	208	$	207

4. Accelerating Aon United Program

In the third quarter of 2023, Aon initiated a three-year restructuring program called the Accelerating Aon United Program (the “Program” or the “AAU Program”) with the purpose of streamlining the Company’s technology infrastructure, optimizing its leadership structure and resource alignment, and reducing the real estate footprint to align to its hybrid working strategy. The Program includes technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with asset impairments, including real estate consolidation and technology costs. The Program is an investment in our 3x3 Plan that brings the best of the firm through our Aon United strategy, delivered as Risk Capital and Human Capital, and our Aon Client Leadership model, powered by Aon Business Services.

Program charges are recognized within Accelerating Aon United Program expenses on the accompanying Consolidated Statements of Income and consist of the following cost activities:

•Technology and other – includes costs associated with actions taken to rationalize applications and to optimize technology across the Company. These costs may include termination fees and other non-capitalizable costs associated with Program initiatives, which include professional service fees.

•Workforce optimization – includes costs associated with headcount reduction and other separation-related costs.

•Asset impairments – includes non-cash costs associated with impairment of assets, as they are identified, including ROU lease assets, leasehold improvements, and other capitalized assets no longer providing economic benefit.

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In the fourth quarter of 2025, the Company increased the expected Program cumulative costs from $1.0 billion to $1.3 billion, consisting of approximately $1.2 billion of cash charges and approximately $0.1 billion of non-cash charges. Over the life of the Program, the Risk Capital segment is expected to incur approximately $300 million of charges, while the Human Capital segment is expected to incur approximately $80 million of charges, with the remaining charges relating to corporate expenses.

Total Program costs incurred for the years ended December 31, 2025 and 2024 are as follows (in millions):

	Years Ended December 31
	2025		2024
Risk Capital	$	82	$	114
Human Capital	16		27
Corporate	267		248
Total	$	365	$	389

The Company expects to continue to review the implementation of elements of the Program throughout the course of the Program and, therefore, there may be changes to expected timing, estimates of expected costs, and related savings.

The Company’s unpaid liabilities for charges under the Program are primarily included in Accounts payable and accrued liabilities and Other non-current liabilities in the Consolidated Statements of Financial Position.

The changes in the Company’s liabilities for the Program as of December 31, 2025 are as follows (in millions):

	Technology and other		Workforce optimization		Asset impairments		Total
Liability balance as of December 31, 2024	$	17	$	97	$	—	$	114
Charges	195		155		15		365
Cash payments	(165)		(132)		—		(297)
Foreign currency translation and other	—		6		—		6
Non-cash charges	(8)		(18)		(15)		(41)
Liability balance as of December 31, 2025	$	39	$	108	$	—	$	147
Total costs incurred from inception to date	$	335	$	455	$	99	$	889

5.    Other Financial Data

Consolidated Statements of Income Information

Other Income (Expense)

The components of Other income (expense) are as follows (in millions):

	Years Ended December 31
	2025		2024		2023
Gain from disposals of business (1)	$	1,201	$	337	$	4
Equity earnings	10		10		5
Foreign currency remeasurement	(52)		8		(99)
Extinguishment of debt	—		(7)		—
Pension and other postretirement (2)	(87)		(48)		(98)
Financial instruments and other (3)	139		48		25
Total	$	1,211	$	348	$	(163)

(1)The gain from the disposal of the NFP Wealth business for the year ended December 31, 2025 was $1,199 million.

(2)Refer to Note 12 “Employee Benefits” for further information.

(3)For the years ended December 31, 2025 and 2024, a $108 million and $84 million gain was recognized, respectively, related to deferred consideration from the affiliates of The Blackstone Group L.P. and the other designated purchasers related to a divestiture completed in a prior year period. Refer to Note 6 “Acquisitions and Dispositions of Businesses” for additional information.

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Consolidated Statements of Financial Position Information

Allowance for Doubtful Accounts

Changes in the net carrying amount of allowance for doubtful accounts are as follows (in millions):

	2025		2024		2023
Balance at beginning of period	$	75	$	79	$	76
Provision	10		7		13
Accounts written off, net of recoveries	(15)		(8)		(11)
Foreign currency translation and other	4		(3)		1
Balance at end of period	$	74	$	75	$	79

Other Current Assets

The components of Other current assets are as follows (in millions):

As of December 31	2025		2024
Costs to fulfill contracts with customers (1)	$	450	$	424
Prepaid expenses	136		135
Taxes receivable	102		43
Other (2)	190		157
Total	$	878	$	759

(1)Refer to Note 3 “Revenue from Contracts with Customers” for further information.

(2)Includes $1 million as of December 31, 2024 that was previously classified as “Assets held for sale” within Aon’s Annual Report on Form 10-K filed February 18, 2025. The prior year balance has been reclassified to conform to current year presentation.

Fixed Assets, net

The components of Fixed assets, net are as follows (in millions):

As of December 31	2025		2024
Software	$	1,013	$	981
Leasehold improvements	491		437
Furniture, fixtures, and equipment	271		297
Computer equipment	327		271
Construction in progress	199		133
Other	46		27
Fixed assets, gross	2,347		2,146
Less: Accumulated depreciation	1,645		1,509
Fixed assets, net	$	702	$	637

Depreciation expense, which includes software amortization, was $188 million, $183 million, and $167 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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Other Non-Current Assets

The components of Other non-current assets are as follows (in millions):

As of December 31	2025		2024
Costs to obtain contracts with customers (1)	$	208	$	207
Taxes receivable	82		90
Investments	192		90
Other (2)(3)	274		611
Total	$	756	$	998

(1)Refer to Note 3 “Revenue from Contracts with Customers” for further information.

(2)Includes $9 million as of December 31, 2024 that was previously classified as “Leases” within Aon’s Annual Report on Form 10-K filed February 18, 2025. The prior year balance has been reclassified to conform to current year presentation.

(3)As of December 31, 2024, includes $416 million of consideration paid into an escrow account related to the acquisition of Griffiths & Armour, which closed on January 1, 2025. Refer to Note 6 “Acquisitions and Dispositions of Businesses” for additional information.

Other Current Liabilities

The components of Other current liabilities are as follows (in millions):

As of December 31	2025		2024
Deferred revenue (1)	$	259	$	280
Taxes payable	309		260
Leases (2)	181		191
Contingent consideration	28		93
Other	1,110		949
Total	$	1,887	$	1,773

(1)$746 million and $805 million was recognized in the Consolidated Statements of Income during the years ended December 31, 2025 and December 31, 2024, respectively.

(2)Refer to Note 9 “Lease Commitments” for further information.

Other Non-Current Liabilities

The components of Other non-current liabilities are as follows (in millions):

As of December 31	2025		2024
Taxes payable	$	1,014	$	885
Contingent consideration	99		104
Compensation and benefits payable	60		61
Deferred revenue	30		30
Other	82		64
Total	$	1,285	$	1,144

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6.    Acquisitions and Dispositions of Businesses

Completed Acquisitions

On January 1, 2025, the Company completed the acquisition of 100% of partnership interests and share capital of Griffiths & Armour, an insurance broker in the United Kingdom for a purchase price of approximately $426 million, in the Risk Capital segment.

Total acquisitions completed by the Company for the year ended December 31, 2025 and 2024 were as follows. Acquisitions that impact multiple segments are categorized by the primarily impacted.

For the Year Ended December 31	2025	2024
Risk Capital	10	10
Human Capital	8	12
Total	18	22

The following table includes the preliminary fair values of consideration transferred, assets acquired, and liabilities assumed as a result of the Company’s total acquisitions (in millions):

	Twelve Months Ended December 31, 2025
Consideration transferred:
Cash (1)	$	915
Deferred and contingent consideration	66
Aggregate consideration transferred	$	981
Assets acquired:
Goodwill	531
Intangible assets	462
Other assets (2)	228
Total assets acquired	1,221
Liabilities assumed:
Total liabilities assumed	240
Net assets acquired	$	981

(1)As of December 31, 2024, includes $416 million of consideration paid into an escrow account related to the acquisition of Griffiths & Armour, which closed on January 1, 2025.

(2)Includes Cash and cash equivalents of $43 million and $74 million in funds held on behalf of clients.

The results of operations of these acquisitions are included in the Consolidated Financial Statements as of the respective acquisition dates. The Company’s results of operations would not have been materially different if these acquisitions had been reported from the beginning of the period in which they were acquired.

Intangible assets acquired include customer-related and contract-based assets, tradenames, and technology and other assets. The intangible assets acquired as part of business acquisitions in 2025 had a weighted average useful economic life of 14 years, comprised of a weighted average of 14 years for customer-related and contract-based assets, 6 years for tradenames, and 4 years for technology and other assets. Acquisition-related costs for completed acquisitions incurred and recognized within Other general expense for the year ended December 31, 2025 were approximately $8 million. Total revenue for these acquisitions included in the Company’s Consolidated Statement of Income for the year ended December 31, 2025 was approximately $101 million.

Significant Prior Year Acquisition

On April 25, 2024, the Company acquired 100% of the outstanding equity interests of NFP Intermediate Holdings A Corp. (the “NFP Transaction”) in a cash-and-stock merger for an aggregate U.S. GAAP purchase price totaling $9.1 billion, including approximately $3.2 billion used to settle indebtedness of NFP and cash consideration to the selling shareholders, and approximately 19 million class A ordinary shares with a fair value of approximately $5.9 billion, based on the Company’s closing stock price on April 25, 2024. In addition, the Company had other adjustments of $3.9 billion for cash and certain assumed liabilities. As part of the NFP Transaction, the Company acquired certain less-than-wholly owned entities, resulting in the recognition of noncontrolling interests which are described further below.

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Aon accounted for its business combinations under the acquisition method of accounting. The acquisition method requires the Company to measure identifiable assets acquired and liabilities assumed at their fair values as of the acquisition date, with the excess of the consideration transferred over those fair values recorded as goodwill. Determining the fair value of intangible assets acquired requires significant judgments, assumptions, and estimates about future events, which the Company believes are reasonable. Use of different estimates and judgments could produce materially different results. These estimates are refined over a measurement period, not to exceed one year from the acquisition date.

Purchase accounting, including measurement period adjustments, were finalized in the second quarter of 2025. The fair values of consideration transferred, assets acquired, liabilities assumed, and redeemable and nonredeemable noncontrolling interests are shown below (in millions):

	NFP Acquisition
Consideration transferred:
Cash	$	3,247
Class A ordinary shares issued	5,882
Aggregate consideration transferred	$	9,129
Assets acquired:
Goodwill	6,838
Intangible assets	6,775
Other assets (1)	1,362
Total assets acquired	14,975
Liabilities assumed:
Long-term debt	3,422
Deferred tax liabilities (2)	1,013
Other liabilities (3)	1,218
Total liabilities assumed	5,653
Less: Fair value of redeemable noncontrolling interests (4)	(108)
Less: Fair value of nonredeemable noncontrolling interests	(85)
Net assets acquired	$	9,129

(1)Includes Cash and cash equivalents of $294 million and$277 million in funds held on behalf of clients.

(2)As of December 31, 2025, the NFP deferred tax liability related to the U.S. has been netted with the Aon deferred tax asset related to the U.S. and presented as a net deferred tax asset on the Consolidated Statements of Financial Position.

(3)Includes Accounts payable and accrued liabilities of $283 million and $125 million of Non-current operating lease liabilities.

(4)The fair value of the noncontrolling interests acquired was estimated using a DCF model under the income approach and used estimated financial projections developed by management applying market participant assumptions.

Since the acquisition date through the end of the measurement period in the second quarter of 2025, the Company made measurement period adjustments resulting in a $125 million increase to Intangible assets, a $110 million decrease to Deferred tax liabilities, a $61 million decrease to Other non-current assets, and a $28 million decrease to Other current assets. These adjustments, along with other insignificant adjustments, cumulated in a total decrease of $115 million to Goodwill.

Supplemental Pro Forma Combined Information (Unaudited)

The following unaudited pro forma combined financial information presents the combined results of operations of the Company as if the NFP Transaction occurred on January 1, 2023. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the NFP Transaction had taken place on the date indicated or of results that may occur in the future (in millions):

	Year Ended December 31,
	2024		2023
Revenue	$	16,397	$	15,579
Net income attributable to Aon shareholders	2,461		1,958

The unaudited pro forma financial information is based on historical information of the Company and NFP, along with certain material pro forma adjustments. The material pro forma adjustments primarily consist of (i) incremental amortization expense based on the preliminary fair values of the intangible assets acquired; (ii) interest expense to reflect Aon’s borrowings under the

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Senior Notes offering and delayed draw term loan; (iii) increased compensation expense relating to the issuance of certain cash and equity plans related to the NFP Transaction; (iv) nonrecurring transaction costs; (v) accounting policy alignment adjustments, and (vi) income tax impact of the aforementioned pro forma adjustments. In addition, the Company reflected pro forma adjustments related to measurement period adjustments.

Completed Dispositions

On October 30, 2025, Aon completed the sale of a significant majority of NFP’s wealth businesses within our Human Capital segment. Total proceeds received on closing was $2.3 billion, and a pre-tax gain of $1.2 billion was recognized within Other income (expense) on the Consolidated Statement of Income for the year ended December 31, 2025. The major classes of assets sold included Intangible assets, net of $760 million and Goodwill of $398 million.

Total dispositions completed by the years ended December 31, 2025 and 2024 were as follows. Dispositions that impact multiple segments are categorized by the segment primarily impacted.

For the Year Ended December 31	2025	2024
Risk Capital	1	3
Human Capital	3	2
Total	4	5

The pretax gains recognized related to dispositions were $1.2 billion, $337 million, and $4 million for the years ended December 31, 2025, 2024, and 2023, respectively. Gains recognized as a result of a disposition are included in Other income (expense) in the Consolidated Statements of Income. There were no pretax losses recognized in the Consolidated Statements of Income related to dispositions for the year ended December 31, 2025. There were insignificant pretax losses recognized for the year ended December 31, 2024 and no pretax losses recognized for the year ended December 31, 2023.

Other Significant Activity

On May 1, 2017, the Company completed the sale of its benefits administration and business process outsourcing business (the “Divested Business”) to an entity controlled by affiliates of The Blackstone Group L.P. (the “Buyer”) and certain designated purchasers that are direct or indirect subsidiaries of the Buyer. The Buyer purchased all of the outstanding equity interests of the Divested Business, plus certain related assets and liabilities for a purchase price of $4.3 billion in cash paid at closing and deferred consideration of up to $500 million. During the years ended December 31, 2025 and 2024, the Company earned $108 million and $84 million, respectively, of deferred consideration from the Buyer and the other designated purchasers, which was recorded in Other income (expense) in the Consolidated Statements of Income.

7.    Goodwill and Other Intangible Assets

The changes in the net carrying amount of goodwill for the years ended December 31, 2025 and 2024, respectively, are as follows (in millions):

	Risk Capital		Human Capital		Total
Balance as of January 1, 2024	$	6,227	$	2,187	$	8,414
Goodwill related to current year acquisitions	2,768		4,357		7,125
Goodwill related to current year disposals	(50)		(32)		(82)
Foreign currency translation and other	(160)		(63)		(223)
Balance as of December 31, 2024	$	8,785	$	6,449	$	15,234
Goodwill related to current year acquisitions	478		53		531
Goodwill related to current year disposals (1)	(7)		(398)		(405)
Goodwill related to prior year acquisitions	(11)		(10)		(21)
Foreign currency translation and other	306		152		458
Balance as of December 31, 2025	$	9,551	$	6,246	$	15,797

(1)Aon disposed of $398 million of Goodwill that related to the NFP Wealth business.

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Other intangible assets by asset class are as follows (in millions):

	2025						2024
As of December 31	Gross Carrying Amount		Accumulated Amortization and Impairment		Net Carrying Amount (1)		Gross Carrying Amount		Accumulated Amortization and Impairment		Net Carrying Amount
Customer-related and contract-based	$	7,738	$	2,644	$	5,094	$	7,994	$	2,050	$	5,944
Tradenames	716		121		595		812		66		746
Technology and other	369		331		38		366		313		53
Total	$	8,823	$	3,096	$	5,727	$	9,172	$	2,429	$	6,743

(1)Aon disposed of $760 million of net intangible assets that related to the NFP Wealth business.

Amortization and impairment of intangible asset charges from finite lived intangible assets were $778 million, $503 million, and $89 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The estimated future amortization for finite-lived intangible assets as of December 31, 2025 is as follows (in millions):

	Estimated Future Amortization
For the years ended
2026	$	670
2027	621
2028	568
2029	523
2030	475
Thereafter	2,870
Total	$	5,727

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8.    Debt

The following is a summary of outstanding debt (in millions):

As of December 31	2025		2024
Commercial paper	$	—	$	—
3.875% Senior Notes due December 2025	—		749
2.875% Senior Notes due May 2026 (EUR 500M)	588		520
8.205% Junior Subordinated Notes due January 2027	521		521
5.125% Senior Notes due March 2027	598		596
Delayed Draw Term Loan due April 2027	—		1,099
2.850% Senior Notes due May 2027	599		598
4.500% Senior Notes due December 2028	349		348
5.150% Senior Notes due March 2029	995		993
3.750% Senior Notes due May 2029	748		747
2.800% Senior Notes due May 2030	996		995
5.300% Senior Notes due March 2031	645		644
2.050% Senior Notes due August 2031	398		397
2.600% Senior Notes due December 2031	498		497
5.000% Senior Notes due September 2032	497		496
5.350% Senior Notes due February 2033	745		745
5.450% Senior Notes due March 2034	1,736		1,735
6.250% Senior Notes due September 2040	297		297
4.250% Senior Notes due December 2042	207		206
4.450% Senior Notes due May 2043	247		247
4.600% Senior Notes due June 2044	546		545
4.750% Senior Notes due May 2045	595		594
2.900% Senior Notes due August 2051	592		592
3.900% Senior Notes due February 2052	879		878
5.750% Senior Notes due March 2054	1,968		1,966
Other	5		11
Total debt	15,249		17,016
Less: Short-term debt and current portion of long-term debt	589		751
Total long-term debt	$	14,660	$	16,265

Notes

In May 2025, Aon Global Limited’s €500 million ($588 million at December 31, 2025 exchange rates) 2.875% Senior Notes due May 2026 were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position as the date of maturity is in less than one year. The Company expects to use cash flow from operations and available cash on hand to repay these Senior Notes. On January 15, 2026, Aon Global Limited issued a notice of redemption to holders of its 2.875% Senior Notes for the redemption of all €500 million outstanding aggregate principal amount of the notes, plus accrued and unpaid interest, on February 14, 2026. The notes were set to mature in May 2026.

In December 2025, Aon Global Limited’s $750 million 3.875% Senior Notes matured and were repaid in full. As of December 31, 2024, the notes were classified as Short-term debt and current portion of long-term debt in the Consolidated Statement of Financial Position.

On April 25, 2024, Aon North America, Inc. drew its $2 billion delayed draw term loan and used proceeds, together with the proceeds of the Senior Notes issued on March 1, 2024 described below, to pay a portion of cash consideration in connection with the acquisition of NFP, completed on April 25, 2024, to repay certain debt of NFP, and to pay related fees and expenses. As of December 31, 2025, the term loan was paid in full.

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On April 2, 2024, Aon plc announced that its wholly owned subsidiary, Randolph Acquisition Corp., commenced cash tender offers for any and all of the outstanding 6.875% Senior Notes due 2028, 4.875% Senior Secured Notes due 2028, 7.500% Senior Secured Notes due 2030 and 8.500% Senior Secured Notes due 2031, each issued by NFP Corp. (together, the “NFP Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated as of April 2, 2024. The total amount tendered pursuant to the tender offers was approximately $3.3 billion, excluding premiums. On April 26, 2024, Randolph Acquisition Corp. purchased those NFP Notes that were validly tendered and not validly withdrawn prior to April 15, 2024, effecting the early settlement of the offers (the “Early Settlement”). In addition, on April 16, 2024, NFP Corp. delivered notices of redemption of all NFP Notes not validly tendered pursuant to the offers and purchased at the Early Settlement, at a purchase price equal to the price paid to holders of the NFP Notes in connection with the Early Settlement, with a redemption date of April 26, 2024. As a result of the Early Settlement of the offers and the related redemption which occurred on April 26, 2024, no NFP Notes remain outstanding. Aon plc incurred $6 million of debt extinguishment charges for the year ended December 31, 2024 related to costs related to the NFP Transaction.

On March 1, 2024, Aon North America, Inc. issued $600 million 5.125% Senior Notes due in March 2027, $1 billion 5.150% Senior Notes due in March 2029, $650 million 5.300% Senior Notes due in March 2031, $1.75 billion 5.450% Senior Notes due in March 2034, and $2 billion 5.750% Senior Notes due in March 2054, totaling to an aggregate amount of $6 billion. The Company intends to use the net proceeds from the offering for general corporate purposes, including a portion of which was used to pay a portion of the cash consideration in connection with the NFP Transaction, to repay certain debt of NFP, and to pay related fees and expenses.

In November 2023, Aon Global Limited’s $350 million 4.00% Senior Notes matured and were repaid in full.

On February 28, 2023, Aon Corporation and Aon Global Holdings plc co-issued $750 million 5.35% Senior Notes due in February 2033. The Company intends to use the net proceeds from the offering for general corporate purposes.

Each of the notes issued by Aon Corporation is fully and unconditionally guaranteed by Aon Global Limited, Aon plc, Aon North America, Inc., and Aon Global Holdings plc. Each of the notes issued by Aon Global Limited is fully and unconditionally guaranteed by Aon plc, Aon Global Holdings plc, Aon North America, Inc., and Aon Corporation. Each of the notes co-issued by Aon Corporation and Aon Global Holdings plc is fully and unconditionally guaranteed by Aon plc, Aon North America, Inc., and Aon Global Limited. All guarantees of Aon plc and Aon Global Limited of the Co-Issued Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of the Co-Issuers. Each of the notes described and identified in the table above contains customary representations, warranties, and covenants, and the Company was in compliance with all such covenants as of December 31, 2025.

Repayments of total debt as of December 31, 2025 are as follows (in millions):

2026	$	589
2027	1,723
2028	352
2029	1,752
2030	1,000
Thereafter	10,006
Total Repayments	15,422
Unamortized discounts, premiums, and debt issuance costs	(173)
Total Debt	$	15,249

Revolving Credit Facilities

As of December 31, 2025, Aon plc had two primary committed credit facilities outstanding: its $1.0 billion multi-currency U.S. credit facility expiring in September 2027 and its $1.0 billion multi-currency U.S. credit facility expiring in October 2028. In aggregate, these two facilities provide $2.0 billion in available credit.

Each of these primary committed credit facilities includes customary representations, warranties, and covenants, including financial covenants that require Aon to maintain specified ratios of adjusted consolidated EBITDA to consolidated interest expense and consolidated debt to adjusted consolidated EBITDA, in each case, tested quarterly. At December 31, 2025, Aon did not have borrowings under either of these primary committed credit facilities, and was in compliance with the financial covenants and all other covenants contained therein during the rolling year ended December 31, 2025.

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Commercial Paper

Aon Corporation has established a U.S. commercial paper program (the “U.S. Program”) and Aon Global Holdings plc has established a European multi-currency commercial paper program (the “European Program” and, together with the U.S. Program, the “Commercial Paper Programs”). Commercial paper, which is included in Short-term debt and current portion of long-term debt in the Company’s Consolidated Statements of Financial Position, may be issued in aggregate principal amounts of up to approximately $1.3 billion under the U.S. Program and €625 million ($736 million at December 31, 2025 exchange rates) under the European Program, not to exceed the amount of the Company’s committed credit facilities, which was $2.0 billion at December 31, 2025. The aggregate capacity of the Commercial Paper Program remains fully backed by the Company’s committed credit facilities. The U.S. Program was fully and unconditionally guaranteed by Aon plc, Aon Global Limited, Aon North America, Inc., and Aon Global Holdings plc and the European Program was fully and unconditionally guaranteed by Aon plc, Aon Global Limited, Aon North America, Inc., and Aon Corporation. As of December 31, 2025 and 2024, the Company had repaid all issued commercial paper and had no commercial paper outstanding.

The weighted average commercial paper outstanding and its related interest rates are as follows (in millions, except percentages):

	Years Ended December 31
	2025			2024
Weighted average commercial paper outstanding	$	385		$	121
Weighted average interest rate of commercial paper outstanding	4.24		%	5.59		%

Cash Interest Paid

Cash paid for interest was $796 million, $658 million, and $446 million for the years ended December 31, 2025, 2024, and 2023, respectively. Cash paid relates to interest on Aon’s senior notes, delayed draw term loan, and commercial paper.

9.    Lease Commitments

The Company leases office facilities, equipment, and automobiles, whereas of December 31, 2025, all significant leases remaining are classified as operating leases. The classification of leased asset and liability balances within the Consolidated Statements of Financial Position are as follows (in millions):

As of December 31		2025		2024
Assets
Operating lease assets	Operating lease right-of-use assets	$	677	$	711
Finance lease assets	Other non-current assets	—		9
Total lease assets		$	677	$	720
Liabilities
Current lease liabilities
Operating	Other current liabilities	$	181	$	176
Finance	Other current liabilities	—		15
Non-current lease liabilities
Operating	Non-current operating lease liabilities	641		685
Finance	Other non-current liabilities	—		—
Total lease liabilities		$	822	$	876

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The components of lease costs are as follows (in millions):

	Years Ended December 31
	2025		2024
Operating lease cost	$	223	$	225
Finance lease costs
Amortization of leased assets	—		9
Interest on lease liabilities	—		—
Variable lease cost	37		39
Short-term lease cost (1)	15		15
Sublease income	(5)		(5)
Net lease cost	$	270	$	283

(1) Short-term lease cost does not include expenses related to leases with a lease term of one month or less.

Weighted average remaining lease term and discount rate related to operating and finance leases are as follows:

As of December 31	2025		2024
Weighted average remaining lease term (years)
Operating leases	5.6		6.0
Finance leases	—		0.5
Weighted average discount rate
Operating leases	4.5	%	4.2	%
Finance leases	—	%	1.0	%

Other cash and non-cash related activities are as follows (in millions):

	Years Ended December 31
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	241	$	193
Financing cash flows for finance leases	$	15	$	18
Non-cash related activities
ROU assets obtained in exchange for new operating lease liabilities	$	133	$	116
Operating lease ROU asset expense (1)	$	160	$	186
Changes in Non-current operating lease liabilities (1)	$	(44)	$	44

(1)The Company has presented non-cash changes in Operating lease ROU assets and Non-current operating lease liabilities within Other assets and liabilities in Cash flows from operations within the Consolidated Statements of Cash Flows.

Maturity analysis of leases as of December 31, 2025 is as follows (in millions):

2026	$	206
2027	195
2028	164
2029	118
2030	75
Thereafter	172
Total undiscounted future minimum lease payments	930
Less: Imputed interest	(108)
Present value of lease liabilities	$	822

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10.    Income Taxes

Income before income tax and the provision for income tax consist of the following (in millions):

	Years Ended December 31
	2025		2024		2023
Income before income taxes:
Ireland	$	162	$	52	$	31
U.K.	663		782		338
U.S.	1,220		854		219
Other	2,714		1,774		2,581
Total	$	4,759	$	3,462	$	3,169
Income tax expense:
Current:
Ireland	$	12	$	13	$	4
U.K.	164		233		185
U.S. federal	422		292		240
U.S. state and local	110		79		74
Other	442		436		411
Total current tax expense	$	1,150	$	1,053	$	914
Deferred tax expense (benefit):
Ireland	$	(1)	$	—	$	—
U.K.	(44)		(169)		(116)
U.S. federal	(92)		(83)		(126)
U.S. state and local	20		(71)		(39)
Other	(24)		12		(92)
Total deferred tax expense (benefit)	$	(141)	$	(311)	$	(373)
Total income tax expense	$	1,009	$	742	$	541

Income before income taxes shown above may, in some cases, be subject to taxation in more than one country, and as a result the income tax provision shown above as Ireland, U.K., U.S. or Other may not correspond to the geographic attribution of the earnings.

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The Company performs a reconciliation of the income tax provisions based on its domicile and statutory rate at each reporting period. The reconciliation of the income tax provisions based on the Irish statutory corporate tax rate of 25% to the provisions reflected in the Consolidated Financial Statements is as follows:

	Year Ended December 31
	2025
	$	%
Provision for income taxes at the Irish statutory tax rate	$1,190	25.0%
Foreign Tax Effects
United States
State and local income taxes, net of federal income tax effect	83	1.7
Effect of cross-border tax laws	(60)	(1.3)
Other	(2)	—
Bermuda
Deferred tax adjustment	(143)	(3.0)
Changes in valuation allowances	114	2.4
Other	(1)	—
Singapore
Incentive	(120)	(2.5)
Statutory tax rate difference between Singapore and Ireland	(101)	(2.1)
Other	(37)	(0.8)
Other foreign jurisdictions	(5)	(0.1)
Changes in unrecognized tax benefits	121	2.5
Other adjustments	(30)	(0.6)
Income tax expense and effective tax rate	$1,009	21.2%

Below is a reconciliation of the Irish statutory corporate tax rate and the Company’s effective tax rate for the years ended December 31, 2024 and 2023.

	Years Ended December 31
	2024	2023
Statutory tax rate	25.0%	25.0%
U.S. state income taxes, net of U.S. federal benefit	0.7	0.6
Taxes on international operations (1)	(9.3)	(11.2)
Nondeductible expenses	1.8	3.2
Adjustments to prior year tax requirements	0.8	0.5
Deferred tax adjustments, including statutory rate changes	(0.1)	(0.3)
Deferred tax adjustments, international earnings	1.1	0.7
Adjustments to valuation allowances	(0.1)	(2.5)
Change in uncertain tax positions	2.3	2.6
Excess tax benefits related to shared based compensation (2)	(0.7)	(1.6)
Capital and other losses	—	—
Other — net	(0.1)	0.1
Effective tax rate	21.4%	17.1%

(1)The Company determines the adjustment for taxes on international operations based on the difference between the statutory tax rate applicable to earnings in each foreign jurisdiction and the enacted rate of 25.0% and 25.0% at December 31, 2024, and 2023, respectively. The benefit to the Company’s effective income tax rate from taxes on international operations relates to benefits from lower-taxed global operations, primarily due to the use of global funding structures and the tax holiday in Singapore.

(2)Excess tax benefits and deficiencies from share-based payment transactions are recognized as income tax expense or benefit in the Company’s Consolidated Statements of Income.

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The Company has elected to account for GILTI in the period in which it is incurred, and therefore has not provided deferred tax impacts of GILTI in its Consolidated Financial Statements.

Cash taxes paid (net of refunds) by jurisdiction:

	Year Ended December 31
	2025
Federal (Ireland)	$	11
Foreign
United States federal	$	247
United Kingdom	$	240
Canada	$	74
Singapore	$	54
All other foreign	$	410
Cash taxes paid (net of refunds)	$	1,036

The Company’s total cash taxes paid, net of refunds, were $1,053 million and $740 million for the years ended December 31, 2024 and 2023, respectively.

The components of the Company’s deferred tax assets and liabilities are as follows (in millions):

As of December 31	2025		2024
Deferred tax assets:
Net operating loss, capital loss, interest, and tax credit carryforwards	$	1,682	$	1,576
Employee benefit plans	325		359
Lease liabilities	157		171
Other accrued expenses	166		176
Federal and state benefit of interest from uncertain tax positions	127		99
Accrued interest	16		102
Deferred revenue	34		31
Investment basis differences (1)	5		(42)
Other	58		56
Total	2,570		2,528
Valuation allowance on deferred tax assets	(306)		(202)
Total	$	2,264	$	2,326
Deferred tax liabilities:
Intangibles and property, plant and equipment	$	(1,367)	$	(1,512)
Deferred costs	(184)		(160)
Lease right-of-use asset	(125)		(139)
Unremitted earnings	(55)		(66)
Other accrued expenses	(23)		(21)
Unrealized foreign exchange gains	(41)		(36)
Other	(61)		(57)
Total	$	(1,856)	$	(1,991)
Net deferred tax asset	$	408	$	335

(1)The balance was in a liability position for the comparable period.

Deferred income taxes (assets and liabilities have been netted by jurisdiction) have been classified in the Consolidated Statements of Financial Position as follows (in millions):

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As of December 31	2025	2024
Deferred tax assets — non-current	748	654
Deferred tax liabilities — non-current	(340)	(319)
Net deferred tax asset	408	335

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and adjusts the valuation allowance accordingly. Considerations with respect to the realizability of deferred tax assets include the period of expiration of the deferred tax asset, historical earnings and projected future taxable income by jurisdiction as well as tax liabilities for the tax jurisdiction to which the tax asset relates. Significant management judgment is required in determining the assumptions and estimates related to the amount and timing of future taxable income. Valuation allowances have been established primarily with regard to the tax benefits of certain tax credits, net operating loss carryforwards, and capital loss carryforwards. Valuation allowances increased by $104 million as of December 31, 2025, when compared to December 31, 2024. The change is primarily attributable to the establishment of a valuation allowance related to certain intangible assets, partially offset by a release of valuation allowances related to certain foreign tax credits.

The Company generally intends to limit distributions from foreign subsidiaries in excess of U.S. tax earnings and profits (except where distributions would be limited by available cash) and to limit repatriations from certain other jurisdictions that would otherwise generate a U.S. tax liability. As of December 31, 2025, the Company has accrued $55 million for local country income taxes, withholding taxes and state income taxes on those undistributed earnings that are not indefinitely reinvested. The Company has not provided for deferred taxes on outside basis differences in our investments in our foreign subsidiaries that are unrelated to these accumulated undistributed earnings, as these outside basis differences are indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of our outside basis differences is not practicable.

The Company had the following carryforwards (in millions):

As of December 31	2025		2024
U.K.
Operating loss carryforwards	$	1,587	$	1,499
Capital loss carryforwards	$	593	$	557
Interest carryforwards	$	112	$	85
U.S.
Federal operating loss carryforwards	$	1	$	2
Federal interest carryforwards	$	4,117	$	3,743
Federal foreign tax credit carryforwards	$	25	$	29
State operating loss carryforwards	$	1,348	$	1,822
State interest carryforwards	$	2,427	$	2,303
Other Non-U.S.
Operating loss carryforwards	$	453	$	339
Capital loss carryforwards	$	10	$	9
Interest carryforwards	$	176	$	126

The U.K. operating losses and capital losses have an indefinite carryforward period. The federal operating loss carryforwards generated through December 31, 2017 expire at various dates between 2034 and 2036 while federal operating loss carryforwards generated after this date have indefinite carryforward periods. State net operating losses as of December 31, 2025 have various carryforward periods and will begin to expire in 2026. Federal and state interest carryforwards have indefinite carryforward periods. Foreign tax credits can be carried forward for ten years and will begin to expire in 2029. Operating and capital losses in other non-U.S. jurisdictions have various carryforward periods and will begin to expire in 2026. The interest carryforwards in other non-U.S. jurisdictions have an indefinite carryforward period.

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During 2012, the Company was granted a tax holiday for the period from October 1, 2012 through September 30, 2022, with respect to withholding taxes and certain income derived from services in Singapore. The Company has been granted a new incentive for the period October 1, 2022 to September 30, 2032. The new incentive provides for a reduced withholding tax rate and a reduced tax rate on certain income derived from services in Singapore, as long as certain conditions are met.

The benefit realized was approximately $120 million, $96 million, and $93 million during the years ended December 31, 2025, 2024, and 2023, respectively. The impact of this tax holiday on diluted earnings per share was $0.55, $0.45, and $0.45 during the years ended December 31, 2025, 2024, and 2023, respectively.

Uncertain Tax Positions

The following is a reconciliation of the Company’s beginning and ending amount of uncertain tax positions (in millions):

	2025		2024
Balance at January 1	$	722	$	637
Additions based on tax positions related to the current year	52		39
Additions for tax positions of prior years	14		1
Reductions for tax positions of prior years	(12)		(5)
Settlements	—		(1)
Business combinations	(1)		61
Lapse of statute of limitations	(8)		(10)
Foreign currency translation	—		—
Balance at December 31	$	767	$	722

The Company’s liability for uncertain tax positions as of December 31, 2025, 2024, and 2023, includes $689 million, $643 million, and $570 million, respectively, related to amounts that would impact the effective tax rate if recognized.

The Company recognizes interest and penalties related to uncertain tax positions in its provision for income taxes. The Company accrued potential interest and penalties of $96 million, $73 million, and $62 million, in 2025, 2024, and 2023, respectively. The Company recorded a liability for interest and penalties of $421 million, $325 million, and $244 million as of December 31, 2025, 2024, and 2023, respectively.

The Company and its subsidiaries file income tax returns in their respective jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2007. Material U.S. state and local income tax jurisdiction examinations have been concluded for years through 2014. The Company has concluded income tax examinations in its primary non-U.S. jurisdictions through 2007.

11.    Shareholders’ Equity

Distributable Profits

The Company is required under Irish law to have available “distributable profits” to make share repurchases or pay dividends to shareholders. Distributable profits are created through the earnings of the Irish parent company and, among other methods, through intercompany dividends or a reduction in share capital approved by the High Court of Ireland. Distributable profits are not linked to a U.S. GAAP reported amount (e.g., accumulated deficit). We believe that we have the ability to create sufficient distributable profits for the foreseeable future.

Ordinary Shares

Aon has a share repurchase program authorized by the Company’s Board of Directors (“the Repurchase Program”). The Repurchase Program was established in April 2012 with $5.0 billion in authorized repurchases and was increased by $5.0 billion in authorized repurchases in each of November 2014, June 2017, and November 2020, and by $7.5 billion in February 2022 for a total of $27.5 billion in repurchase authorizations.

Under the Repurchase Program, the Company’s class A ordinary shares may be repurchased through the open market or in privately negotiated transactions, from time to time, based on prevailing market conditions and will be funded from available capital.

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The following table summarizes the Company’s share repurchase activity (in millions, except per share data):

	Years Ended December 31
	2025		2024
Shares repurchased	2.7		3.1
Average price per share	$	365.91	$	325.56
Repurchase costs recorded to accumulated deficit	$	1,000	$	1,000

At December 31, 2025, the remaining authorized amount for share repurchases under the Repurchase Program was approximately $1.3 billion. Under the Repurchase Program, the Company has repurchased a total of 174.9 million shares for an aggregate cost of approximately $26.2 billion.

Weighted Average Ordinary Shares

Weighted average ordinary shares outstanding are as follows (in millions):

	Years Ended December 31
	2025	2024	2023
Basic weighted average ordinary shares outstanding	215.9	211.4	203.5
Dilutive effect of potentially issuable shares	1.2	1.1	1.5
Diluted weighted average ordinary shares outstanding	217.1	212.5	205.0

Potentially issuable shares are not included in the computation of Diluted net income per share attributable to Aon shareholders if their inclusion would be antidilutive. There were an insignificant number of shares excluded from the calculation in 2025, 2024, and 2023.

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Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss by component, net of related tax, are as follows (in millions):

	Change in Fair Value of Financial Instruments (1)		Foreign Currency Translation Adjustments		Postretirement Benefit Obligation (2)		Total
Balance at December 31, 2022	$	(11)	$	(1,861)	$	(2,751)	$	(4,623)
Other comprehensive income (loss) before reclassifications:
Other comprehensive income (loss) before reclassifications	8		278		(212)		74
Tax benefit (expense)	(1)		(1)		54		52
Other comprehensive income (loss) before reclassifications, net	7		277		(158)		126
Amounts reclassified from accumulated other comprehensive income:
Amounts reclassified from accumulated other comprehensive income (loss)	8		—		159		167
Tax expense	(2)		—		(41)		(43)
Amounts reclassified from accumulated other comprehensive income (loss), net	6		—		118		124
Net current period other comprehensive income (loss)	13		277		(40)		250
Balance at December 31, 2023	$	2	$	(1,584)	$	(2,791)	$	(4,373)
Other comprehensive income (loss) before reclassifications:
Other comprehensive loss before reclassifications	99		(479)		(110)		(490)
Tax benefit (expense)	(26)		12		27		13
Other comprehensive loss before reclassifications, net	73		(467)		(83)		(477)
Amounts reclassified from accumulated other comprehensive income (loss):
Amounts reclassified from accumulated other comprehensive income (loss)	(2)		—		143		141
Tax benefit (expense)	1		—		(37)		(36)
Amounts reclassified from accumulated other comprehensive income, net	(1)		—		106		105
Net current period other comprehensive income (loss)	72		(467)		23		(372)
Balance at December 31, 2024	$	74	$	(2,051)	$	(2,768)	$	(4,745)
Other comprehensive income (loss) before reclassifications:
Other comprehensive loss before reclassifications	14		839		(58)		795
Tax benefit (expense)	(3)		(13)		19		3
Other comprehensive income (loss) before reclassifications, net	11		826		(39)		798
Amounts reclassified from accumulated other comprehensive income (loss):
Amounts reclassified from accumulated other comprehensive income	(8)		—		148		140
Tax benefit (expense)	1		—		(37)		(36)
Amounts reclassified from accumulated other comprehensive income, net	(7)		—		111		104
Net current period other comprehensive income	4		826		72		902
Balance at December 31, 2025	$	78	$	(1,225)	$	(2,696)	$	(3,843)

(1)Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Total revenue, Interest expense, and Compensation and benefits in the Consolidated Statements of Income. Refer to Note 14 “Derivatives and Hedging” for further information regarding the Company’s derivative and hedging activity.

(2)Reclassifications from this category included in Accumulated other comprehensive loss are recorded in Other income (expense) in the Consolidated Statements of Income.

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12.    Employee Benefits

Defined Contribution Savings Plans

Aon maintains defined contribution savings plans for the benefit of its employees. The expense recognized for these plans is included in Compensation and benefits in the Consolidated Statements of Income. The expense for the significant plans in the U.S., U.K., Netherlands, and Canada is as follows (in millions):

	Years Ended December 31
	2025		2024		2023
U.S.	$	138	$	124	$	114
U.K.	59		55		52
Netherlands and Canada	34		33		33
Total	$	231	$	212	$	199

Pension and Other Postretirement Benefits

The Company sponsors defined benefit pension and postretirement health and welfare plans that provide retirement, medical, and life insurance benefits. The postretirement health care plans are contributory, with retiree contributions adjusted annually, and the life insurance and pension plans are generally noncontributory. The significant U.S., U.K., Netherlands, and Canada pension plans are closed to new entrants.

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Pension Plans

The following tables provide a reconciliation of the changes in the projected benefit obligations and fair value of assets for the years ended December 31, 2025 and 2024, and a statement of the funded status as of December 31, 2025 and 2024, for Aon’s significant U.K., U.S., and other major pension plans, which are located in the Netherlands and Canada. These plans represent approximately 86% of the Company’s projected benefit obligations.

	U.K.				U.S.				Other
(millions)	2025		2024		2025		2024		2025		2024
Change in projected benefit obligation
At January 1	$	2,813	$	3,233	$	2,040	$	2,199	$	1,087	$	1,129
Service cost	—		—		—		—		—		—
Interest cost	152		145		102		100		39		39
Plan amendment	4		7		—		—		—		—
Settlements	—		—		(3)		—		—		—
Transfers	4		—		—		—		—		—
Actuarial (gain) loss	(56)		(353)		95		(116)		8		36
Benefit payments	(205)		(176)		(151)		(143)		(47)		(44)
Foreign currency impact	216		(43)		—		—		119		(73)
As of December 31	$	2,928	$	2,813	$	2,083	$	2,040	$	1,206	$	1,087
Accumulated benefit obligation at end of year	$	2,928	$	2,813	$	2,083	$	2,040	$	1,197	$	1,077
Change in fair value of plan assets
At January 1	$	3,291	$	3,775	$	1,425	$	1,499	$	1,032	$	1,069
Actual return on plan assets	139		(261)		150		26		39		65
Employer Contributions (1)	(43)		4		83		43		12		11
Settlements	—		—		(3)		—		—		—
Transfers	3		—		—		—		—		—
Benefit payments	(205)		(176)		(151)		(143)		(47)		(44)
Foreign currency impact	252		(51)		—		—		116		(69)
As of December 31	$	3,437	$	3,291	$	1,504	$	1,425	$	1,152	$	1,032
Market related value at end of year	$	3,437	$	3,291	$	1,661	$	1,731	$	1,152	$	1,032
Amount recognized in Statement of Financial Position as of December 31
Funded status	$	509	$	478	$	(579)	$	(615)	$	(54)	$	(55)
Unrecognized prior-service cost	48		43		—		—		(6)		(5)
Unrecognized loss	1,893		1,854		1,304		1,276		473		419
Net amount recognized	$	2,450	$	2,375	$	725	$	661	$	413	$	359

(1)Included in employer contributions are $47 million of assets transferred from the defined benefit pension plan to fund employer contributions in the defined contribution plan, reducing the plan assets in UK plans.

In 2025, the net actuarial gains decreased the benefit obligation for the UK, primarily due to the increase in discount rates. During 2025, for the US and other major pension plans, net actuarial losses increased the benefit obligation, primarily due to an decrease in discount rates. In 2024, the net actuarial gains decreased the benefit obligation primarily due to the increase in discount rates.

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Amounts recognized in the Consolidated Statements of Financial Position consist of (in millions):

	U.K.				U.S.				Other
	2025		2024		2025		2024		2025		2024
Prepaid benefit cost (1)	$	521	$	505	$	—	$	—	$	—	$	—
Accrued benefit liability - current (2)	(1)		(1)		(43)		(42)		(4)		(4)
Accrued benefit liability - non-current (3)	(11)		(26)		(536)		(573)		(50)		(51)
Accumulated other comprehensive loss	1,941		1,897		1,304		1,276		467		414
Net amount recognized	$	2,450	$	2,375	$	725	$	661	$	413	$	359

(1)Included in Prepaid pension.

(2)Included in Other current liabilities.

(3)Included in Pension, other postretirement, and postemployment liabilities.

Amounts recognized in Accumulated other comprehensive loss (income) that have not yet been recognized as components of net periodic benefit cost at December 31, 2025 and 2024 consist of (in millions):

	U.K.				U.S.				Other
	2025		2024		2025		2024		2025		2024
Net loss	$	1,893	$	1,854	$	1,304	$	1,276	$	473	$	419
Prior service cost (income)	48		43		—		—		(6)		(5)
Total	$	1,941	$	1,897	$	1,304	$	1,276	$	467	$	414

In 2025, U.S. plans with a PBO and an ABO in excess of the fair value of plan assets had a PBO of $2.1 billion, an ABO of $2.1 billion, and plan assets with a fair value of $1.5 billion. U.K. plans with a PBO and an ABO in excess of the fair value of plan assets had a PBO of $100 million, an ABO of $100 million and, plan assets with a fair value of $88 million. Other plans with a PBO in excess of the fair value of plan assets had a PBO of $1.1 billion and plan assets with a fair value of $1.0 billion, and other plans with an ABO in excess of the fair value of plan assets had an ABO of $213 million and plan assets with a fair value of $165 million.

In 2024, U.S. plans with a PBO and an ABO in excess of the fair value of plan assets had a PBO of $2.0 billion, an ABO of $2.0 billion, and plan assets with a fair value of $1.4 billion. U.K. plans with a PBO and an ABO in excess of the fair value of plan assets had a PBO of $110 million, an ABO of $110 million and, plan assets with a fair value of $82 million. Other plans with a PBO in excess of the fair value of plan assets had a PBO of $1.0 billion and plan assets with a fair value of $0.9 billion, and other plans with an ABO in excess of the fair value of plan assets had an ABO of $210 million and plan assets with a fair value of $161 million.

Service cost is reported in Compensation and benefits and all other components are reported in Other income (expense) as follows (in millions):

	U.K.						U.S.						Other
	2025		2024		2023		2025		2024		2023		2025		2024		2023
Service cost	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Interest cost	152		145		147		102		100		103		39		39		41
Expected return on plan assets, net of administration expenses	(180)		(188)		(190)		(120)		(135)		(119)		(53)		(54)		(48)
Amortization of prior-service cost	3		2		2		—		—		—		—		—		—
Amortization of net actuarial loss	90		82		75		35		36		34		14		13		13
Net periodic benefit (income) cost	64		41		34		18		1		18		1		(2)		6
Settlement expense	—		—		—		—		—		—		—		—		27
Total net periodic benefit cost (income)	$	64	$	41	$	34	$	18	$	1	$	18	$	1	$	(2)	$	33

The Company uses a full-yield curve approach in the estimation of the service and interest cost components of net periodic pension and postretirement benefit cost for its major pension and other postretirement benefit plans. This estimation was

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obtained by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.

In May 2023, to further its pension de-risking strategy, the Company settled certain pension obligations in the Netherlands through the purchase of an annuity. A non-cash settlement charge of approximately $27 million was recognized.

The weighted-average assumptions used to determine benefit obligations are as follows:

	U.K.		U.S. (1)		Other
	2025	2024	2025	2024	2025	2024
Discount rate	5.56%	5.55%	4.58 - 5.28%	5.18 - 5.52%	4.20 - 4.78%	3.26 - 4.63%
Rate of compensation increase	3.29 - 3.69%	3.44 - 3.94%	N/A	N/A	1.00 - 3.00%	1.00 - 3.00%
Underlying price inflation	2.29%	2.44%	N/A	N/A	2.00%	2.00%

(1)U.S. pension plans are frozen and therefore not impacted by compensation increases or price inflation.

The weighted-average assumptions used to determine the net periodic benefit cost are as follows:

	U.K.			U.S.			Other
	2025	2024	2023	2025	2024	2023	2025	2024	2023
Discount rate	5.32%	4.55%	4.95%	4.93 - 5.24%	4.65 - 4.72%	4.80 - 4.91%	3.20 - 4.27%	3.04 - 4.63%	3.35 - 5.15%
Expected return on plan assets, net of administration expenses	5.24%	5.14%	5.34%	7.08%	7.79%	6.82%	4.35 - 4.90%	4.40 - 5.50%	4.20 - 4.85%
Rate of compensation increase	3.44 - 3.94%	3.38 - 3.88%	3.59 - 4.09%	N/A	N/A	N/A	1.00 - 3.00%	1.00 - 3.00%	1.00 - 3.00%

Expected Return on Plan Assets

To determine the expected long-term rate of return on plan assets, the historical performance, investment community forecasts, and current market conditions are analyzed to develop expected returns for each asset class used by the plans. The expected returns for each asset class are weighted by the target allocations of the plans. The expected return of 7.08% on U.S. plan assets reflects a portfolio that is seeking asset growth through a higher equity allocation while maintaining prudent risk levels. The portfolio contains certain assets that have historically resulted in higher returns, as well as other financial instruments to minimize downside risk.

Fair value of plan assets

The Company determined the fair value of plan assets through numerous procedures based on the asset class and available information. Refer to Note 15 “Fair Value Measurements and Financial Instruments” for a description of the procedures performed to determine the fair value of the plan assets.

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The fair values of the Company’s U.S. pension plan assets at December 31, 2025 and December 31, 2024, by asset category, are as follows (in millions):

			Fair Value Measurements Using
Asset Category	Balance at December 31, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	26	$	26	$	—	$	—
Equity investments:
Equity securities	—		—		—		—
Equity derivatives	—		—		—		—
Pooled funds (2)	481		—		—		—
Fixed income investments:
Corporate bonds	98		—		98		—
Government and agency bonds	291		256		35		—
Fixed Income Derivatives	4		—		4		—
Pooled funds (2)	374		—		—		—
Other investments:
Real estate (2) (3)	128		—		—		—
Alternative investments (2) (4)	134		—		—		—
Other (5)	(32)		(27)		(5)		—
Total	$	1,504	$	255	$	132	$	—

			Fair Value Measurements Using
Asset Category	Balance at December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	14	$	14	$	—	$	—
Equity investments:
Equity securities	—		—		—		—
Equity derivatives	—		—		—		—
Pooled funds (2)	427		—		—		—
Fixed income investments:
Corporate bonds	92		—		92		—
Government and agency bonds	252		218		34		—
Fixed Income Derivatives	3		—		3		—
Pooled funds (2)	339		—		—		—
Other investments:
Real estate (2)(3)	127		—		—		—
Alternative investments (2) (4)	171		—		—		—
Total	$	1,425	$	232	$	129	$	—

(1)Consists of cash and institutional short-term investment funds.

(2)Certain investments measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.

(3)Consists of property funds and trusts holding direct real estate investments.

(4)Consists of limited partnerships, private equity, and hedge funds.

(5)Includes unsettled investment transactions for pending trade purchases and sales presented on a net basis.

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The fair values of the Company’s major U.K. pension plan assets at December 31, 2025 and December 31, 2024, by asset category, are as follows (in millions):

			Fair Value Measurements Using
	Balance at December 31, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	75	$	75	$	—	$	—
Equity investments:
Pooled funds (2)	84		—		—		—
Fixed income investments:
Derivatives (3)	(592)		—		(592)		—
Corporate bonds	220		—		220		—
Government and agency bonds	1,187		1,187		—		—
Annuities	1,414		—		—		1,414
Pooled funds (2)	399		—		—		—
Other investments:
Real estate (2) (4)	49		—		—		—
Pooled funds (2) (5)	601		—		—		—
Total	$	3,437	$	1,262	$	(372)	$	1,414

			Fair Value Measurements Using
	Balance at December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	98	$	98	$	—	$	—
Equity investments:
Pooled funds (2)	—		—		—		—
Fixed income investments:
Derivatives (3)	(129)		—		(129)		—
Government and agency bonds	1,397		1,397		—		—
Annuities	1,329		—		—		1,329
Pooled funds (2)	168		—		—		—
Other investments:
Real estate (2) (4)	58		—		—		—
Pooled funds (2) (5)	370		—		—		—
Total	$	3,291	$	1,495	$	(129)	$	1,329

(1)Consists of cash and institutional short-term investment funds.

(2)Certain investments measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.

(3)Consists of equity securities and equity derivatives, including repurchase agreements.

(4)Consists of property funds and trusts holding direct real estate investments.

(5)Consists of multi-strategy limited partnerships, private equity, hedge funds, and collective investment schemes with a diversified portfolio of cash, equities, equity related securities, derivatives, and/or fixed income securities.

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The following table presents the changes in the Level 3 fair-value category in the Company’s U.K. pension plans for the years ended December 31, 2025 and December 31, 2024 (in millions):

Fair Value Measurements Using Level 3 Inputs	Annuities
Balance at January 1, 2024	$	1,510
Actual return on plan assets:
Relating to assets still held at December 31, 2024	(157)
Foreign exchange	(24)
Balance at December 31, 2024	1,329
Actual return on plan assets:
Relating to assets still held at December 31, 2025	(19)
Foreign exchange	104
Balance at December 31, 2025	$	1,414

The fair values of the Company’s other major pension plan assets at December 31, 2025 and December 31, 2024, by asset category, are as follows (in millions):

			Fair Value Measurements Using
	Balance at December 31, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	18	$	18	$	—	$	—
Equity investments:
Equity securities	69		69		—		—
Pooled funds (2)	236		—		—		—
Fixed income investments:
Government and agency bonds	255		255		—		—
Derivatives	(4)		—		(4)		—
Pooled funds (2)	516		—		—		—
Other investments:
Alternative investments (2) (3)	55		—		—		—
Real estate (2) (4)	7		—		—		—
Total	$	1,152	$	342	$	(4)	$	—

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			Fair Value Measurements Using
	Balance at December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	18	$	18	$	—	$	—
Equity investments:
Equity securities	55		55		—		—
Pooled funds (2)	208		—		—		—
Fixed income investments:
Government and agency bonds	237		237		—		—
Derivatives	(12)		—		(12)
Pooled funds (2)	473		—		—		—
Other investments:
Alternative investments (2) (3)	47		—		—		—
Real estate (2) (4)	6		—		—		—
Total	$	1,032	$	310	$	(12)	$	—

(1)Consists of cash and institutional short-term investment funds.

(2)Certain investments measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in the above table are intended to permit reconciliation of the fair values to the amounts presented in the plan assets contained in this Note.

(3)Consists of limited partnerships, private equity, and hedge funds.

(4)Consists of property funds and trusts holding direct real estate investments.

Investment Policy and Strategy

The U.S. investment policy, as established by the RPGIC, seeks reasonable asset growth at prudent risk levels within weighted average target allocations. At December 31, 2025, the weighted average targeted allocation for the U.S. plans was 30% for equity investments, 50% for fixed income investments, and 20% for other investments. Aon believes that plan assets are well-diversified and are of appropriate quality. The investment portfolio asset allocation is reviewed quarterly and re-balanced to be within policy target allocations. The investment policy is reviewed at least annually and revised, as deemed appropriate by the RPGIC. The investment policies for international plans are generally established by the local pension plan trustees and seek to maintain the plans’ ability to meet liabilities and to comply with local minimum funding requirements. Plan assets are invested in diversified portfolios that provide adequate levels of return at an acceptable level of risk. The investment policies are reviewed at least annually and revised, as deemed appropriate to ensure that the objectives are being met. At December 31, 2025, the weighted average targeted allocation for the U.K. and non-U.S. plans was 9% for equity investments, 84% for fixed income investments, and 7% for other investments.

Cash Flows

Contributions

Based on current assumptions, in 2026, the Company expects to contribute approximately $1 million, $81 million, and $11 million to its significant U.K., U.S., and other major pension plans, respectively.

Estimated Future Benefit Payments

Estimated future benefit payments for plans, not including voluntary one-time lump sum payments, are as follows at December 31, 2025 (in millions):

	U.K.		U.S.		Other
2026	$	218	$	171	$	52
2027	$	226	$	172	$	53
2028	$	234	$	174	$	55
2029	$	243	$	169	$	56
2030	$	252	$	161	$	58
2031 - 2035	$	1,402	$	751	$	316

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U.S. and Canadian Other Postretirement Benefits

The following table provides an overview of the accumulated PBO, fair value of plan assets, funded status and net amount recognized as of December 31, 2025 and 2024 for the Company’s other significant postretirement benefit plans located in the U.S. and Canada (in millions):

	2025		2024
Accumulated projected benefit obligation	$	81	$	79
Fair value of plan assets	17		16
Funded status	(64)		(63)
Unrecognized (gain) loss	(30)		(26)
Net amount recognized	$	(94)	$	(89)

Other information related to the Company’s other postretirement benefit plans are as follows:

	2025	2024	2023
Net periodic benefit cost recognized (millions)	$3	$4	$4
Weighted-average discount rate used to determine future benefit obligations	4.89 - 5.43%	4.68 - 5.59%	4.65 - 4.87%
Weighted-average discount rate used to determine net periodic benefit costs	4.37 - 5.28%	4.64 - 4.76%	4.92 - 5.17%

Based on current assumptions, the Company expects:

•The amount in Accumulated other comprehensive income expected to be recognized as a component of net periodic benefit cost during 2026 is $2 million net gain.

•To contribute $4 million to fund significant other postretirement benefit plans during 2026.

•Estimated future benefit payments will be approximately $5 million each year for 2026 through 2030, and $26 million in aggregate for 2031-2035.

13.    Share-Based Compensation Plans

The following table summarizes share-based compensation expense recognized in the Consolidated Statements of Income in Compensation and benefits (in millions):

	Years Ended December 31
	2025		2024		2023
Restricted share units	$	297	$	309	$	283
Performance share awards	124		155		143
Employee share purchase plans and other	11		10		12
Total share-based compensation expense	432		474		438
Tax benefit	87		101		91
Share-based compensation expense, net of tax	$	345	$	373	$	347

Restricted Share Units

RSUs generally vest between three to five years. The fair value of RSUs is based upon the market value of the Company’s class A ordinary shares at the date of grant, reduced by the present value of estimated dividends foregone during the vesting period where applicable. With certain limited exceptions, any break in continuous employment will cause the forfeiture of all non-vested awards. Compensation expense associated with RSUs is recognized on a straight-line basis over the requisite service period. Dividend equivalents are paid on certain RSUs, based on the initial grant amount.

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The following table summarizes the status of the Company’s RSUs (shares in thousands, except fair value):

	Shares	Fair Value (1)
Non-vested balance at December 31, 2024	2,786	$	289
Granted	999	$	364
Vested	(1,020)	$	284
Forfeited	(160)	$	303
Non-vested balance at December 31, 2025	2,605	$	319

(1)Represents per share weighted average fair value of award at date of grant.

The weighted-average grant date fair value of the Company's RSU awards granted during the years ended December 31, 2025, December 31, 2024, and December 31, 2023 was $364, $300, and $302, respectively. The fair value of RSUs that vested during 2025, 2024, and 2023 was $385 million, $332 million, and $354 million, respectively.

Unamortized deferred compensation expense amounted to $544 million as of December 31, 2025, with a remaining weighted average amortization period of approximately 2.1 years.

Performance Share Awards

The vesting of PSAs is contingent upon the achievement of certain objectives. The most significant plan is the LPP for which payout is based on a cumulative level of adjusted diluted earnings per share related performance over a three-year period. The actual issuance of shares may range from 0-200% of the target number of LPPs granted, based on the terms of the plan and level of achievement of the related performance target. The grant date fair value of LPPs is based upon the market price of the Company’s class A ordinary shares at the date of grant, reduced by the present value of estimated dividends foregone during the vesting period. The performance conditions are not considered in the determination of the grant date fair value for these awards. Compensation expense is recognized over the performance period based on management’s estimate of the number of units expected to vest. Management evaluates its estimate of the actual number of shares expected to be issued at the end of the programs on a quarterly basis. The cumulative effect of the change in estimate is recognized in the period of change as an adjustment to Compensation and benefits in the Consolidated Statements of Income, if necessary. Dividend equivalents are not paid on PSAs.

The following table summarizes the status of the Company's LPPs at 100% of the targeted amount (shares in thousands, except fair value):

	Shares	Fair Value (1)
Non-vested balance at December 31, 2024	904	$	309
Granted	268	$	384
Vested	(285)	$	311
Forfeited	(24)	$	350
Non-vested balance at December 31, 2025	863	$	331

(1)Represents per share weighted average fair value of award at date of grant.

The per share weighted-average grant date fair value of the Company's LPP awards granted during the years ended December 31, 2025, December 31, 2024, and December 31, 2023 was $384, $319, and $298, respectively. The payout of shares in 2025 with respect to the LPP awards granted in 2022 based on performance for the three-year performance period ended 2024 was, in aggregate, 465 thousand shares. The fair value of LPPs that vested during 2025, 2024, and 2023 was $182 million, $226 million, and $296 million, respectively.

Unamortized compensation expense, based on current performance levels, amounted to $110 million as of December 31, 2025, with a remaining weighted average amortization period of approximately 1.3 years.

14.    Derivatives and Hedging

The Company is exposed to market risks, including changes in foreign currency exchange rates and interest rates. To manage the risk related to these exposures, the Company enters into various derivative instruments that reduce these risks by creating offsetting exposures. The Company does not enter into derivative transactions for trading or speculative purposes.

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Foreign Exchange Risk Management

The Company is exposed to foreign exchange risk when it earns revenues, pays expenses, enters into monetary intercompany transfers or other transactions denominated in a currency that differs from its functional currency. The Company uses foreign exchange derivatives, typically forward contracts, options, and cross-currency swaps, to reduce its overall exposure to the effects of currency fluctuations on cash flows. These exposures are hedged, on average, for less than two years. These derivatives are accounted for as hedges, and changes in fair value are recorded each period in Other comprehensive income (loss) in the Consolidated Statements of Comprehensive Income.

The Company also uses foreign exchange derivatives, typically forward contracts and options, to economically hedge the currency exposure of the Company’s global liquidity profile, including monetary assets or liabilities that are denominated in a non-functional currency of an entity, typically on a rolling 90-day basis, but may be for up to one year in the future. These derivatives are not accounted for as hedges, and changes in fair value are recorded each period in Other income (expense) in the Consolidated Statements of Income.

The notional and fair values of derivative instruments are as follows (in millions):

	Notional Amount				Net Amount of Derivative Assets Presented in the Statements of Financial Position (1)				Net Amount of Derivative Liabilities Presented in the Statements of Financial Position (2)
As of December 31	2025		2024		2025		2024		2025		2024
Foreign exchange contracts
Accounted for as hedges	$	452	$	597	$	19	$	25	$	4	$	—
Not accounted for as hedges (3)	467		394		3		—		—		1
Total	$	919	$	991	$	22	$	25	$	4	$	1

(1)Included within Other current assets ($21 million in 2025 and $15 million in 2024) and Other non-current assets ($1 million in 2025 and $10 million in 2024).

(2)Included within Other current liabilities ($3 million in 2025 and $1 million in 2024) and Other non-current liabilities ($1 million in 2025).

(3)These contracts typically are for 90-day durations and executed close to the last day of the most recent reporting month, thereby resulting in nominal fair values at the balance sheet date.

The amounts of derivative gains (losses) recognized in the Consolidated Financial Statements are as follows (in millions):

	2025		2024		2023
Gain recognized in Accumulated other comprehensive loss	$	14	$	99	$	8

The amounts of derivative gains (losses) reclassified from Accumulated other comprehensive loss to the Consolidated Statements of Income are as follows (in millions):

	Years Ended December 31
	2025		2024		2023
Total revenue	$	8	$	1	$	(8)
Compensation and benefits	(1)		—		—
Interest expense	1		1		—
Total	$	8	$	2	$	(8)

The Company estimates that approximately $8 million of pretax gain currently included within Accumulated other comprehensive loss will be reclassified into earnings in the next twelve months.

The Company recorded a gain of $40 million in 2025, a loss of $20 million in 2024, and a gain of $37 million in 2023 in Other income (expense) for foreign exchange derivatives not designated or qualifying as hedges.

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15.    Fair Value Measurements and Financial Instruments

Accounting standards establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair values as follows:

•Level 1 — observable inputs such as quoted prices for identical assets in active markets;

•Level 2 — inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and

•Level 3 — unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.

The following methods and assumptions are used to estimate the fair values of the Company’s financial instruments, including pension assets (refer to Note 12 “Employee Benefits”):

Money market funds consist of institutional prime, treasury, and government money market funds. The Company reviews treasury and government money market funds to obtain reasonable assurance that the fund net asset value is $1 per share and reviews the floating net asset value of institutional prime money market funds for reasonableness.

Cash and cash equivalents consist of cash and institutional short-term investment funds. The Company reviews the short-term investment funds to obtain reasonable assurance that the fund net asset value is $1 per share.

Equity investments consist of equity securities and equity derivatives valued using the closing stock price on a national securities exchange. Over the counter equity derivatives are valued using observable inputs such as underlying prices of the underlying security and volatility. On a sample basis the Company reviews the listing of Level 1 equity securities in the portfolio, agrees the closing stock prices to a national securities exchange, and independently verifies the observable inputs for Level 2 equity derivatives and securities.

Fixed income investments consist of certain categories of bonds and derivatives. Corporate, government, and agency bonds are valued by pricing vendors who estimate fair value using recently executed transactions and proprietary models based on observable inputs, such as interest rate spreads, yield curves, and credit risk. Asset-backed securities are valued by pricing vendors who estimate fair value using DCF models utilizing observable inputs based on trade and quote activity of securities with similar features. Fixed income derivatives are valued by pricing vendors using observable inputs such as interest rates and yield curves. The Company obtains an understanding of the models, inputs, and assumptions used in developing prices provided by its vendors through discussions with the fund managers. The Company independently verifies the observable inputs, as well as assesses assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on internal Company guidelines, it is then reviewed by management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and historically are not material to the fair value estimates used in the Consolidated Financial Statements.

Pooled funds consist of various equity, fixed income, and real estate mutual fund type investment vehicles. Pooled investment funds fair value is estimated based on the proportionate share ownership in the underlying net assets of the investment, which is based on the fair value of the underlying securities. The underlying securities typically trade on a national securities exchange or may be valued by the fund managers using applicable models, inputs, and assumptions. The Company gains an understanding of the investment guidelines and valuation policies of the fund and discusses fund performance with pooled fund managers. The Company obtains audited fund manager financial statements, when available. If the pooled fund is designed to replicate a publicly traded index, the Company compares the performance of the fund to the index to assess the reasonableness of the fair value measurement.

Alternative investments consist of limited partnerships, private equity, and hedge funds. Alternative investment fair value is generally estimated based on the proportionate share ownership in the underlying net assets of the investment as determined by the general partner or investment manager. The valuations are based on various factors depending on investment strategy, proprietary models, and specific financial data or projections. The Company obtains audited fund manager financial statements, when available. The Company obtains a detailed understanding of the models, inputs, and assumptions used in developing prices provided by the investment managers, or appropriate party, through regular discussions. The Company also obtains the investment manger’s valuation policies and assesses the assumptions used for reasonableness based on relevant market conditions and internal Company guidelines. If an assumption is deemed unreasonable, based on the Company’s guidelines, it is then reviewed by management and the fair value estimate provided by the vendor is adjusted, if deemed appropriate. These adjustments do not occur frequently and historically are not material to the fair value estimates in the Consolidated Financial Statements.

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Derivatives are carried at fair value, based upon industry standard valuation techniques that use, where possible, current market-based or independently sourced pricing inputs, such as interest rates, currency exchange rates, or implied volatility.

Annuity contracts consist of insurance group annuity contracts purchased to match the pension benefit payment stream owed to certain selected plan participant demographics within a few major U.K. defined benefit plans. Annuity contracts are valued using a DCF model utilizing assumptions such as discount rate, mortality, and inflation.

Real estate and REITs consist of publicly traded REITs and direct real estate investments. Level 1 REITs are valued using the closing stock price on a national securities exchange. Non-Level 1 values are based on the proportionate share of ownership in the underlying net asset value as determined by the investment manager. The Company independently reviews the listing of Level 1 REIT securities in the portfolio and agrees the closing stock prices to a national securities exchange. The Company gains an understanding of the investment guidelines and valuation policies of the non-Level 1 real estate funds and discusses performance with the fund managers. The Company obtains audited fund manager financial statements, when available. See the description of “Alternative investments” for further detail on valuation procedures surrounding non-Level 1 REITs.

Debt is carried at outstanding principal balance, less any unamortized issuance costs, discount or premium. Fair value is based on quoted market prices or estimates using DCF analyses based on current borrowing rates for similar types of borrowing arrangements.

The following tables present the categorization of the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025 and December 31, 2024 (in millions):

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at December 31, 2025
Assets
Money market funds (1)	$	4,998	$	—	$	—	$	4,998
Other investments
Government bonds	$	—	$	1	$	—	$	1
Derivatives (2)
Gross foreign exchange contracts	$	—	$	45	$	—	$	45
Liabilities
Derivatives (2)
Gross foreign exchange contracts	$	—	$	27	$	—	$	27

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at December 31, 2024
Assets
Money market funds (1)	$	3,419	$	—	$	—	$	3,419
Other investments
Government bonds	$	—	$	1	$	—	$	1
Derivatives (2)
Gross foreign exchange contracts	$	—	$	40	$	—	$	40
Liabilities
Derivatives (2)
Gross foreign exchange contracts	$	—	$	16	$	—	$	16

(1)Included within Fiduciary assets or Short-term investments in the Consolidated Statements of Financial Position, depending on their nature and initial maturity.

(2)Refer to Note 14 “Derivatives and Hedging” for additional information regarding the Company’s derivatives and hedging activity.

There were no transfers of assets or liabilities between fair value hierarchy levels during 2025 or 2024. The Company recognized no realized or unrealized gains or losses in the Consolidated Statements of Income related to assets and liabilities measured at fair value using unobservable inputs in 2025, 2024, or 2023.

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The fair value of debt is classified as Level 2 of the fair value hierarchy. The following table provides the carrying value and fair value for the Company’s term debt (in millions):

	2025				2024
As of December 31	Carrying Value		Fair Value		Carrying Value		Fair Value
Current portion of long-term debt	$	588	$	589	$	749	$	744
Long-term debt	$	14,660	$	14,158	$	16,265	$	15,308

16.    Claims, Lawsuits, and Other Contingencies

Legal

Aon and its subsidiaries are subject to numerous claims, tax assessments, lawsuits, and proceedings that arise in the ordinary course of business, which frequently include E&O claims. The damages claimed in these matters are or may be substantial, including, in many instances, claims for punitive, treble, or extraordinary damages. While Aon maintains meaningful E&O insurance and other insurance programs to provide protection against certain losses that arise in such matters, Aon has exhausted or materially depleted its coverage under some of the policies that protect the Company and, consequently, is self-insured or materially self-insured for some claims, including coverage from Aon’s self-insurance program. Accruals for these exposures, and related insurance receivables, when applicable, are included in the Consolidated Statements of Financial Position and have been recognized in Other general expense in the Consolidated Statements of Income to the extent that losses are deemed probable and are reasonably estimable. These amounts are adjusted from time to time as developments warrant. Matters that are not probable and reasonably estimable are not accrued for in the financial statements.

The Company’s contingencies and exposures are subject to significant uncertainties, and the determination of likelihood of a loss and estimating any such loss can be complex. The Company is therefore, in certain matters, unable to estimate the range of reasonably possible loss. Although management at present believes that the ultimate outcome of such matters, individually or in the aggregate, will not have a material adverse effect on the consolidated financial position of Aon, legal proceedings are subject to inherent uncertainties and unfavorable rulings or other events. Unfavorable resolutions could include substantial monetary or punitive damages imposed on Aon or its subsidiaries. If unfavorable outcomes of these matters were to occur, future results of operations or cash flows for any particular quarterly or annual period could be materially adversely affected. Certain significant legal proceedings involving us or our subsidiaries are described below.

Current Matters

Aon faces legal action arising out of a fatal plane crash in November 2016. Aon U.K. Limited placed an aviation civil liability reinsurance policy for the Bolivian insurer of the airline. After the crash, the insurer determined that there was no coverage under the airline’s insurance policy due to the airline’s breach of various policy conditions. In November 2018, the owner of the aircraft filed a claim in Bolivia against Aon, the airline, the insurer and the insurance broker. The claim is for $16 million plus any liability the owner has to third parties. In November 2019, a federal prosecutor in Brazil filed a public civil action naming three Aon entities as defendants, along with the airline, the insurer and the lead reinsurer. That claim seeks pecuniary damages for families affected by the crash in the sum of $300 million; or, in the alternative, $50 million; or, in the alternative, $25 million; plus “moral damages” of an equivalent sum. Separately, in March 2020, the Brazilian Federal Senate invited Aon to give evidence to a Parliamentary Commission of Inquiry in an investigation into the accident. Aon cooperated with that inquiry. In August 2020, 43 individuals (surviving passengers and estates of the deceased) filed a motion in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, seeking permission to commence proceedings against Aon (and the insurer and reinsurers) for claims totaling $844 million. In December 2022, the High Court in England granted an anti-suit injunction, restricting the 43 individuals who previously filed a motion in the Circuit Court of the 11th Judicial Circuit in and for Miami Dade County, Florida, from continuing litigation in the Circuit Court of the 11th Judicial Circuit against Aon. In June 2025, the 43 individuals filed a counterclaim against Aon in the UK seeking damages. The claim is alleged to be governed in the alternative by the laws of three different jurisdictions and asserts damages in the amount of $16.7 million. The claim alleges that certain aspects of the damages have yet to be calculated. Aon believes that it has meritorious defenses and intends to vigorously defend itself against the remaining claims.

Certain of the Company’s clients and counterparties have initiated or indicated that they may initiate legal proceedings against the Company following allegations in July 2023 that fraudulent letters of credit were issued in the name of third-party banks in connection with transactions for which capital was arranged by Vesttoo Ltd. (“Vesttoo”). Vesttoo was one of the third parties that identified capital providers to collateralize insurance and reinsurance obligations of the Company’s clients and counterparties, including in connection with property and casualty insurance, cyber insurance, and collateral protection insurance. In certain transactions in which Vesttoo identified third party capital providers to collateralize reinsurance

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obligations, including transactions in which the Company or its affiliates provided brokerage or other services, some letters of credit from third party banks are alleged to have been fraudulent. The pending or threatened legal proceedings against the Company by clients and counterparties allege, among other theories of liability, that in certain circumstances the Company failed to comply with its alleged duty to procure appropriate letters of credit. In particular, on November 30, 2023, Clear Blue Insurance Company and certain of its affiliates (collectively, “Clear Blue”) filed a lawsuit in New York State Supreme Court against Aon plc and Aon Insurance Managers (Bermuda) Ltd. alleging such claims. Clear Blue and Aon jointly filed a stipulation of dismissal with prejudice on September 26, 2025. On August 8, 2025, the liquidating trust formed to pursue claims on behalf of the Vesttoo bankruptcy estate filed a complaint in the U.S. Bankruptcy Court of Delaware against the Company and certain of its subsidiaries, among other parties. The trust’s complaint alleges, among other theories of liability, that Aon is liable for having induced parties into taking on collateral protection insurance risks, notwithstanding the fact that fraudulent letters of credit had been arranged by Vesttoo employees and co-conspirators. Aon believes that it has meritorious defenses and intends to vigorously defend itself such claims, and on November 17, 2025, Aon filed a motion to dismiss the matter. In the fourth quarter of 2023, the Company recognized actual or anticipated legal settlement expenses in connection with these matters of $197 million, of which a potentially significant amount may be recoverable in future periods. In the third quarter of 2025, certain legal settlement expenses and recoveries were recognized resulting in a $23 million reduction of this amount. Aon has sought and will continue to seek recourse against responsible third parties where appropriate. In addition, in August 2023, joint provisional liquidators were appointed over one of the Company’s subsidiaries in Bermuda with respect to segregated accounts that were impacted by the allegedly fraudulent letters of credit. The joint provisional liquidators were released from their appointment on July 3, 2024. Aon continues to cooperate with regulators in Bermuda, and other regulatory authorities could initiate investigations or proceedings against the Company or third parties.

Guarantees and Indemnifications

The Company provides a variety of guarantees and indemnifications to its customers and others. The maximum potential amount of future payments represents the notional amounts that could become payable under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or other methods. These amounts may bear no relationship to the expected future payments, if any, for these guarantees and indemnifications. Any anticipated amounts payable are included in the Consolidated Financial Statements, and are recorded at fair value.

The Company expects that, as prudent business interests dictate, additional guarantees and indemnifications may be issued from time to time.

Guarantee of Registered Securities

On June 22, 2023, Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon Corporation, and Aon North America, Inc., and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as applicable, entered into supplemental indentures, each dated June 22, 2023, amending each of the following indentures (as amended, supplemented or modified from time to time) to add for the benefit of the holders of the instruments issued thereunder a full and unconditional guarantee of Aon North America, Inc. thereunder: (i) Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated January 13, 1997); (ii) Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated September 10, 2010); (iii) Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Indenture, dated December 12, 2012); (iv) Second Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Amended and Restated Indenture, dated May 20, 2015, amending and restating the Indenture, dated May 24, 2013); (v) Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Indenture, dated November 13, 2015); and (vi) Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and the Trustee (amending and restating the Indenture, dated December 3, 2018).

On February 28, 2024, Aon plc, Aon Corporation, Aon Global Holdings plc, and Aon Global Limited (together with Aon plc, Aon Corporation and Aon Global Holdings, plc, the “Guarantors”), Aon North America, Inc. and the Trustee entered into an indenture and first supplemental indenture, each dated March 1, 2024, to add for the benefit of the holders of the instruments issued thereunder a full and unconditional guarantee by the Guarantors of the obligations of Aon North America, Inc. thereunder.

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Letters of Credit

Aon has entered into a number of arrangements whereby the Company’s performance on certain obligations is guaranteed by a third party through the issuance of LOCs. The Company had total LOCs outstanding of approximately $124 million at December 31, 2025, and $124 million at December 31, 2024. These LOCs cover the beneficiaries related to certain of Aon’s U.S. and Canadian secure non-qualified pension plan schemes, reinsurance obligations related to Aon’s own E&O liability insurance program, and secure deductible retentions for Aon’s own workers compensation program. The Company has also obtained LOCs to cover contingent payments for taxes and other business obligations to third parties, and other guarantees for miscellaneous purposes at its international subsidiaries.

Premium Payments

The Company has certain contractual contingent guarantees for premium payments owed by clients to certain insurance companies. The maximum exposure with respect to such contractual contingent guarantees was approximately $196 million at December 31, 2025 compared to $162 million at December 31, 2024.

17.    Segment Information

Reportable segments were determined using a management approach. They are consistent with how the CODM assesses the performance of the Company and allocates resources based on two segments: Risk Capital and Human Capital. This segmentation allows the CODM, who is our Chief Executive Officer, to align the assessment of performance and allocation of resources, based on segment operating income and operating margin, with how the Company addresses client need, accelerating its Aon United strategy through growth in Risk Capital and Human Capital and maximizing value for Aon and its shareholders.

Risk Capital supports clients through its Commercial Risk and Reinsurance solution lines. Commercial Risk includes insurance and specialty brokerage, global risk consulting, captives management, and Affinity programs. Reinsurance includes treaty reinsurance, facultative reinsurance, the Strategy and Technology Group, and capital markets.

Human Capital supports clients through its Health and Wealth solution lines. Health includes consulting and brokerage, consumer benefits solutions, and talent advisory services. Wealth includes retirement consulting, pension administration, and investments consulting. Refer to Note 3 “Revenue from Contracts with Customers” for information on revenue by principal service line. The accounting policies of the reportable segments are the same as those described in Note 2 “Summary of Significant Accounting Principles and Practices.”

The Company does not present assets by reportable segment and this information is not used by the CODM to assess the performance of, or allocate resources to the Company’s reportable segments. As such, segment assets are not provided to the CODM.

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The following tables include information about Aon’s reportable segments, including total segment revenue, consolidated revenue, segment operating income, and income before income taxes:

	Year Ended December 31, 2025
(millions, except per share data)	Risk Capital			Human Capital			Corporate/Eliminations		Total Consolidated
Revenue
Total revenue (1)	$	11,290		$	5,907		$	(16)	$	17,181
Expenses
Compensation and benefits	5,832			3,060			93		8,985
Information technology	372			186			10		568
Premises	216			116			5		337
Other expenses (2)	1,434			1,135			378		2,947
Total operating expenses	7,854			4,497			486		12,837
Operating income	3,436			1,410			(502)		4,344
Operating margin	30.4		%	23.9		%			25.3		%
Non-operating expenses
Interest income									19
Interest expense									(815)
Other income (expense)									1,211
Income before income taxes									$	4,759

(1)Includes fiduciary investment income of $262 million in Risk Capital and $9 million in Human Capital for 2025.

(2)Includes expenses related to depreciation of fixed assets, amortization and impairment of intangible assets, Accelerating Aon United Program expenses, and other general expenses.

	Year Ended December 31, 2024
(millions, except per share data)	Risk Capital			Human Capital			Corporate/Eliminations		Total Consolidated
Revenue
Total revenue (1)	$	10,517		$	5,209		$	(28)	$	15,698
Expenses
Compensation and benefits	5,417			2,739			127		8,283
Information technology	368			168			3		539
Premises	215			110			—		325
Other expense (2)	1,225			1,049			442		2,716
Total operating expenses	7,225			4,066			572		11,863
Operating income	3,292			1,143			(600)		3,835
Operating margin	31.3		%	21.9		%			24.4		%
Non-operating expenses
Interest income									67
Interest expense									(788)
Other income (expense)									348
Income before income taxes									$	3,462

(1)Includes fiduciary investment income of $307 million in Risk Capital and $8 million in Human Capital for 2024.

(2)Includes expenses related to Depreciation of fixed assets, Amortization and impairment of intangible assets, Accelerating Aon United Program expenses, and Other general expenses.

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	Year Ended December 31, 2023
(millions, except per share data)	Risk Capital			Human Capital			Corporate/Eliminations		Total Consolidated
Revenue
Total revenue (1)	$	9,524		$	3,864		$	(12)	$	13,376
Expenses
Compensation and benefits	4,800			2,003			99		6,902
Information technology	385			148			1		534
Premises	204			88			2		294
Other expense (2)	1,189			528			144		1,861
Total operating expenses	6,578			2,767			246		9,591
Operating income	2,946			1,097			(258)		3,785
Operating margin	30.9		%	28.4		%			28.3		%
Non-operating expenses
Interest income									31
Interest expense									(484)
Other income (expense)									(163)
Income before income taxes									$	3,169

(1)Includes fiduciary investment income of $270 million in Risk Capital and $4 million in Human Capital for 2023.

(2)Includes expenses related to Depreciation of fixed assets, Amortization and impairment of intangible assets, Accelerating Aon United Program expenses, and Other general expenses.

Revenue

Reportable segment revenue includes inter-segment revenue of $11 million for Risk Capital and $5 million for Human Capital for 2025, $16 million for Risk Capital and $12 million for Human Capital for 2024, and $6 million for Risk Capital and $6 million for Human Capital for 2023. This inter-segment revenue is eliminated as a Corporate adjustment to reconcile to the Company's Consolidated Total revenue.

Segment Operating Expenses

The Company’s segment operating expenses are generally attributed to the function of the business. Segment expenses exclude governance costs, post-retirement benefits, and other costs that are not directly attributable to a specific segment. These expenses are considered Corporate/Eliminations.

Non-operating Expenses

The Company’s non-operating income (expenses) primarily consist of Interest income, Interest expense and Other income (expense) which are not allocated to our reportable segments, as the CODM assesses performance based on operating income results. Interest income represents income earned, net of expense, on operating cash balances, including our multi-currency cash pool, and other income producing investments. Interest income does not include interest earned on funds held on behalf of clients. If interest expense on these assets exceeds interest income for the period, the net amount is reported as interest expense for both the quarterly and year-to-date periods. Interest expense represents the cost of debt obligations and net interest expense on operating cash balances and other income-producing investments. Other income (expense) consists of equity earnings, realized gains or losses on the sale of investments, gains on the disposal of businesses, gains or losses on derivatives, and gains or losses on foreign currency remeasurement.

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Entity-Wide Disclosures

The following table includes consolidated long-lived assets, net by geographic area (in millions). Long-lived assets are comprised of Fixed assets, net, Operating lease right-of-use assets, and finance lease assets classified as Other non-current assets:

As of December 31	Total		United States		Americas other than U.S.		United Kingdom		Ireland		Other Europe, Middle East, & Africa		Asia Pacific
2025	$	1,379	$	539	$	129	$	147	$	28	$	301	$	235
2024	$	1,357	$	598	$	117	$	144	$	28	$	261	$	209

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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this annual report of December 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2025 that our disclosure controls and procedures were effective at a reasonable assurance level such that the information relating to Aon, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management of Aon plc is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the Internal Control — Integrated Framework (2013 Framework). Based on this assessment, management has concluded our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young, LLP, the Company’s independent registered public accounting firm, as stated in their report included herein titled “Report of Independent Registered Public Accounting Firm-Opinion on Internal Control over Financial Reporting.”

Changes in Internal Control Over Financial Reporting

There were no changes, in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Aon plc

Opinion on Internal Control Over Financial Reporting

We have audited Aon plc’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Aon plc (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 13, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Chicago, Illinois

February 13, 2026

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Item 9B.    Other Information

On November 5, 2025, Darren Zeidel, Executive Vice President, General Counsel and Company Secretary, adopted a new Rule 10b5-1 trading plan intended to satisfy the affirmative defense in Rule 10b5-1(c). The plan’s maximum length is until February 2, 2027 and first trades were not permitted to occur until February 3, 2026, at the earliest. The plan is intended to permit Mr. Zeidel to sell 5,650 and 7,021 class A ordinary shares of Aon received pursuant to the vesting of certain equity awards, net of any shares withheld for taxes.

Item 9C.    Disclosure Regarding Foreign Jurisdictions that Prevents Inspections

Not applicable.

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PART III

Item 10.    Directors, Executive Officers and Corporate Governance

Information relating to Aon’s directors is set forth under the heading “Proposal 1 — Resolutions Regarding the Election of Directors” in the Proxy Statement for the 2026 Annual General Meeting of Shareholders (the “Proxy Statement”) and is incorporated herein by reference. Information relating to Aon’s executive officers is set forth in Part I of this report and is incorporated herein by reference. The remaining information required by this item is set forth under the headings “Director Nominee Bios” and “Corporate Governance” in the Proxy Statement, and all such information is incorporated herein by reference.

We have adopted a code of ethics that applies to the Company’s directors, officers, and employees, including the Chief Executive Officer, Chief Financial Officer, and Global Controller and Chief Accounting Officer and other persons performing similar functions. The text of our code of ethics, which we call our Code of Business Conduct, is available on our website as disclosed in Part 1 of this report. We will provide a copy of the code of ethics without charge upon request to the Company Secretary, 15 George’s Quay, Dublin 2, Ireland. We will disclose on our website any amendment to or waiver from our Code of Business Conduct on behalf of any of our executive officers or directors.

The Board has adopted an insider trading policy which is available on the Company’s website, described in the Company’s code of business conduct (which is also available on the Company’s website) and attached to this report as Exhibit 19.1. The Company’s insider trading policy specifically prohibits all directors and employees from engaging in short sales, publicly traded options, puts and calls, forward sale contracts, and other swap, hedging and derivative transactions relating to our securities. The policy also specifically prohibits our executive officers and directors from holding our securities in margin accounts or pledging our securities as collateral for a loan.

The other information required by this Item 10 is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, which will be filed with the SEC no later than 120 days after December 31, 2025.

Item 11.    Executive Compensation

Information relating to director and executive officer compensation is set forth under the headings “Compensation Committee Report,” “Compensation Discussion and Analysis,” and “Executive Compensation” in the Proxy Statement, and all such information is incorporated herein by reference.

The material incorporated herein by reference to the information set forth under the heading “Compensation Committee Report” in the Proxy Statement shall be deemed furnished, and not filed, in this Form 10-K and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act as a result of this furnishing, except to the extent that it is specifically incorporated by reference by Aon.

Information relating to compensation committee interlocks and insider participation is set forth under the heading “Corporate Governance — Compensation Committee Interlocks and Insider Participation” in the Proxy Statement and is incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information relating to equity compensation plans and the security ownership of certain beneficial owners and management of Aon plc’s ordinary shares is set forth under the headings “Other Information — Equity Compensation Plan Information,” “Principal Holders of Voting Securities,” and “Security Ownership of Directors and Executive Officers” in the Proxy Statement, and all such information is incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

Information required by this Item is included under the headings “Corporate Governance — Director Independence” and “Certain Relationships and Related Transactions” in the Proxy Statement and is incorporated herein by reference.

Item 14.    Principal Accountant Fees and Services

Information required by this Item is included under the heading “Auditor Fees” in the Proxy Statement and is incorporated herein by reference.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a)	(1) and (2). The following documents have been included in Part II, Item 8.
	Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42), on Financial Statements
	Consolidated Statements of Income — Years Ended December 31, 2025, 2024, and 2023
	Consolidated Statements of Comprehensive Income — Years Ended December 31, 2025, 2024, and 2023
	Consolidated Statements of Financial Position — As of December 31, 2025 and 2024
	Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2025, 2024, and 2023
	Consolidated Statements of Cash Flows — Years Ended December 31, 2025, 2024, and 2023
	Notes to Consolidated Financial Statements

The following document has been included in Part II, Item 9.

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control over Financial Reporting

All schedules for the Registrant and consolidated subsidiaries have been omitted because the required information is not present in amounts sufficient to require submission of the schedules or because the information required is included in the respective financial statements or notes thereto.

(a)(3). List of Exhibits (numbered in accordance with Item 601 of Regulation S-K)
	Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.
		2.1*	Agreement and Plan of Merger, by and among Aon plc, Randolph Acquisition Corp., Randolph Merger Sub LLC, NFP Intermediate Holdings A Corp. and NFP Parent Co, LLC, dated as of December 19, 2023 — incorporated by reference to Exhibit 2.1 to Aon’s Current Report on Form 8 K filed December 20, 2023.
	Articles of Association.
		3.1*	Memorandum and Articles of Association of Aon plc incorporated by reference to Exhibit 3.1 to Aon’s Current Report on Form 8 K filed June 4, 2021.
	Instruments Defining the Rights of Security Holders, Including Indentures.
		4.1*	Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated January 13, 1997) - incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.
		4.2*	Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated September 10, 2010) - incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.
		4.3*	Form of 6.25% Senior Note due 2040 — incorporated by reference to Exhibit 4.4 to Aon’s Current Report on Form 8-K filed on September 10, 2010.
		4.4*	Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Indenture, dated December 12, 2012) - incorporated by reference to Exhibit 4.3 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.
		4.5*	Form of 4.250% Senior Note Due 2042 - incorporated by reference to Exhibit 4.6 to Aon’s Registration Statement on Form S-4 (File No. 333-187637) filed on March 29, 2013.
		4.6*	Second Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Amended and Restated Indenture, dated May 20, 2015, amending and restating the Indenture, dated May 24, 2013) - incorporated by reference to Exhibit 4.4 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.

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4.7*	Form of 4.45% Senior Note due 2043 — incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed on May 24, 2013.
4.8*	Form of 4.600% Senior Note due 2044 - incorporated by reference to Exhibit 4.3 to Aon’s Current Report on Form 8-K filed on May 27, 2014.
4.9*	Form of 4.750% Senior Note due 2045 - incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8-K filed on May 20, 2015.
4.10*	Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Indenture, dated November 13, 2015) - incorporated by reference to Exhibit 4.5 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.
4.11*	Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Indenture, dated December 3, 2018) - incorporated by reference to Exhibit 4.6 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.
4.12*	Form of 4.500% Senior Note due 2028 - incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed December 3, 2018.
4.13*	Form of 3.750% Senior Note due 2029, incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed May 2, 2019.
4.14*	Form of 2.800% Senior Note due 2030 - incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed May 15, 2020.
4.15	Description of Securities of Aon plc that are registered under Section 12 of the Securities Exchange Act of 1934, as amended.
4.16*	First Indenture Supplement, dated August 23, 2021, among Aon Corporation, Aon Global Holdings plc, Aon Global Limited, Aon plc and The Bank of New York Mellon Trust Company, N.A., as trustee – incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed August 23, 2021.
4.17*	Form of 2.050% Senior Note due 2031 – incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed August 23, 2021.
4.18*	Form of 2.900% Senior Note due 2051 – incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed August 23, 2021.
4.19*	Second Indenture Supplement, dated December 2, 2021, among Aon Corporation, Aon Global Holdings plc, Aon Global Limited, Aon plc and The Bank of New York Mellon Trust Company, N.A., as trustee – incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed December 2, 2021.
4.20*	Form of 2.600% Senior Note due 2031 – incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed December 2, 2021.
4.21*	Third Indenture Supplement, dated February 28, 2022, among Aon Corporation, Aon Global Holdings plc, Aon Global Limited, Aon plc and The Bank of New York Mellon Trust Company, N.A., as trustee – incorporated by reference to Exhibit 4.2 to Aon’ Current Report on Form 8-K filed February 28, 2022.
4.22*	Form of 2.850% Senior Note due 2027 – incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed February 28, 2022.
4.23*	Form of 3.900% Senior Note due 2052 – incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed February 28, 2022.
4.24*	Fourth Indenture Supplement, dated September 12, 2022, among Aon Corporation, Aon Global Holdings plc, Aon Global Limited, Aon plc and The Bank of New York Mellon Trust Company, N.A., as trustee – incorporated by reference to Exhibit 4.2 to Aon’ Current Report on Form 8-K filed September 12, 2022.
4.25*	Form of 5.000% Senior Note due 2032 – incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8-K filed September 12, 2022.
4.26*	Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, AGL, AGH and the Trustee (amending and restating the Indenture, dated December 3, 2018, among Aon Corporation, AGL and the Trustee) (included in Exhibit 4.6 to the Current Report on Form 8 K12B filed by Aon on April 1, 2020) — incorporated by reference to Exhibit 4.1 to Aon’s Current Report on Form 8 K filed February 28, 2023.

112

4.27*	Fifth Indenture Supplement, dated as of February 28, 2023, among Aon Corporation, AGH, the Guarantors and the Trustee — incorporated by reference to Exhibit 4.2 to Aon’s Current Report on Form 8 K filed February 28, 2023.
4.28*	Form of 5.350% Senior Notes due 2033 (included in Exhibit 4.2 to the Current Report on Form 8 K filed by Aon on February 28, 2023) — incorporated by reference to Exhibit 4.3 to Aon’s Current Report on Form 8 K filed February 28, 2023.
4.29*	First Indenture Supplement, dated June 22, 2023, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc. and The Bank of New York Mellon Trust Company, N.A. — incorporated by reference to Exhibit 4.14 to Aon’s Registration Statement on Form S 3 filed June 22, 2023.
4.30*	First Indenture Supplement, dated June 22, 2023, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc. and The Bank of New York Mellon Trust Company, N.A. — incorporated by reference to Exhibit 4.16 to Aon’s Registration Statement on Form S 3 filed June 22, 2023.
4.31*	First Indenture Supplement, dated June 22, 2023, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc. and The Bank of New York Mellon Trust Company, N.A. — incorporated by reference to Exhibit 4.18 to Aon’s Registration Statement on Form S 3 filed June 22, 2023.
4.32*	First Indenture Supplement, dated June 22, 2023, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc. and The Bank of New York Mellon Trust Company, N.A. — incorporated by reference to Exhibit 4.20 to Aon’s Registration Statement on Form S 3 filed June 22, 2023.
4.33*	First Indenture Supplement, dated June 22, 2023, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc. and The Bank of New York Mellon Trust Company, N.A. — incorporated by reference to Exhibit 4.22 to Aon’s Registration Statement on Form S 3 filed June 22, 2023.
4.34*	Sixth Indenture Supplement, dated June 22, 2023, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc. and The Bank of New York Mellon Trust Company, N.A. — incorporated by reference to Exhibit 4.29 to Aon’s Registration Statement on Form S 3 filed June 22, 2023.
4.35*	Form of Aon Ordinary Share Certificate - incorporated by reference to Exhibit 4.1 to Aon’s Registration Statement on Form S-4 filed February 26, 2024.
4.36*	Base Indenture, dated March 1, 2024, among Aon North America, Inc., the Co-Issuers and Guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A. - incorporated by reference to Aon’s Current Report on Form 8-K filed March 1, 2024.
4.37*	First Indenture Supplement, dated March 1, 2024, among Aon North America, Inc., the Co-Issuers and Guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A. - incorporated by reference to Aon’s Current Report on Form 8-K filed March 1, 2024.
4.38*	Form of 5.125% Senior Note due 2027 (included in Exhibit 4.2 to the Current Report on Form 8-K filed by Aon on March 1, 2024) - incorporated by reference to Exhibit 4.3 to Aon’s Current Report on Form 8-K filed March 1, 2024.
4.39*	Form of 5.150% Senior Note due 2029 (included in Exhibit 4.2 to the Current Report on Form 8-K filed by Aon on March 1, 2024) - incorporated by reference to Exhibit 4.4 to Aon’s Current Report on Form 8-K filed March 1, 2024.
4.40*	Form of 5.300% Senior Note due 2031 (included in Exhibit 4.2 to the Current Report on Form 8-K filed by Aon on March 1, 2024) - incorporated by reference to Exhibit 4.5 to Aon’s Current Report on Form 8-K filed March 1, 2024.
4.41*	Form of 5.450% Senior Note due 2034 (included in Exhibit 4.2 to the Current Report on Form 8-K filed by Aon on March 1, 2024) - incorporated by reference to Exhibit 4.6 to Aon’s Current Report on Form 8-K filed March 1, 2024.
4.42*	Form of 5.750% Senior Note due 2054 (included in Exhibit 4.2 to the Current Report on Form 8-K filed by Aon on March 1, 2024) - incorporated by reference to Exhibit 4.7 to Aon’s Current Report on Form 8-K filed March 1, 2024.

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Material Contracts.
	10.1*	$1,000,000,000 Credit Agreement, dated September 28, 2021, among Aon plc, Aon Corporation, Aon UK Limited, Aon Global Holdings plc and Aon Global Limited with Citibank, N.A., as administrative agent, the lenders party thereto, HSBC Bank USA, National Association and Morgan Stanley Senior Funding, Inc., as syndication agents, and Citibank, N.A., HSBC Securities (USA) and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8 K filed on September 30, 2021.
	10.2*	Amendment No. 1 to the Credit Agreement, dated February 16, 2024, among Aon plc, Aon Corporation, Aon Global Holdings plc, Aon Global Limited and Aon North America, Inc., Citibank, N.A., as administrative agent, and the lenders party thereto — incorporated by reference to Aon's Annual Report on Form 10-K filed February 16, 2024.
	10.3*	Amendment No. 2 to the Credit Agreement, dated April 16, 2024, among Aon plc, Aon Corporation, Aon Global Holdings plc, Aon Global Limited and Aon North America, Inc., Citibank, N.A., as administrative agent, and the lenders party thereto — incorporated by reference to Aon’s Current Report on Form 8-K filed April 19, 2024.
	10.4*	Amendment No. 3 to the Credit Agreement, dated February 16, 2024, among Aon plc, Aon Corporation, Aon Global Holdings plc, Aon Global Limited, Aon UK Limited and Aon North America, Inc., Citibank, N.A., as administrative agent and the lenders party thereto — incorporated by reference to Aon's Annual Report on Form 10-K filed February 16, 2024.
	10.5*	Amendment No. 4 to the Credit Agreement, dated April 16, 2024, among Aon plc, Aon Corporation, Aon Global Holdings plc, Aon Global Limited, Aon UK Limited and Aon North America, Inc., Citibank, N.A., as administrative agent and the lenders party thereto — incorporated by reference to Aon’s Current Report on Form 8-K filed April 19, 2024.
	10.6*	Amendment No. 1 to the Credit Agreement, dated as of May 3, 2023, among Citibank, N.A., as administrative agent, Aon Corporation, Aon UK Limited, Aon Global Holdings plc and Aon Global Limited, and the lenders party thereto — incorporated by reference to Exhibit 10.4 to Aon’s Quarterly Report on Form 10-Q filed July 28, 2023.
	10.7*	Amendment No. 2 to the Credit Agreement, dated as of October 19, 2023, among Aon plc, Aon Corporation, Aon Global Holdings plc, Aon Global Limited, Aon UK Limited and Aon North America, Inc., Citibank, N.A., as administrative agent and the lenders party thereto — incorporated by reference to Exhibit 10.2 to Aon’s Current Report on Form 8-K filed October 24, 2023.
	10.8*	Guaranty Supplement from Aon North America, Inc. to Citibank, N.A., as administrative agent, dated June 22, 2023 — incorporated by reference to Exhibit 10.6 to Aon’s Quarterly Report on Form 10-Q filed July 28, 2023.
	10.9*	Guaranty Supplement from Aon North America, Inc. to Citibank, N.A., as administrative agent, dated June 22, 2023 — incorporated by reference to Exhibit 10.5 to Aon’s Quarterly Report on Form 10-Q filed July 28, 2023.
	10.10*#	Deed of Assumption of Aon plc, dated April 1, 2020 - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.
	10.11*#	Deed of Assumption of Aon Global Limited, dated April 2, 2012 - incorporated by reference to Exhibit 10.7 to Aon’s Current Report on Form 8-K12B filed April 2, 2012.
	10.12*#	Aon Corporation Outside Director Corporate Bequest Plan (as amended and restated, effective January 1, 2010) - incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
	10.13*#	First Amendment to the Aon Corporation Outside Director Bequest Plan, effective November 22, 2024 - incorporated by reference to Exhibit 10.15 to Aon's Annual Report on Form 10-K for the year ended December 31, 2024.
	10.14*#	Amended and Restated Aon Stock Incentive Plan - incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed May 24, 2006.
	10.15*#	First Amendment to the Amended and Restated Aon Stock Incentive Plan - incorporated by reference to Exhibit 10(au) to Aon’s Annual Report on Form 10-K for the year ended December 31, 2006.

114

10.16*#	Second Amendment to the Amended and Restated Aon Stock Incentive Plan, dated April 2, 2012 - incorporated by reference to Exhibit 10.10 to Aon’s Current Report on Form 8-K12B filed April 2, 2012.
10.17*#	Aon Stock Award Plan (as amended and restated through February 2000) - incorporated by reference to Exhibit 10(a) to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
10.18*#	First Amendment to the Aon Stock Award Plan - incorporated by reference to Exhibit 10(as) to Aon’s Annual Report on Form 10-K for the year ended December 31, 2006.
10.19*#	Aon plc 2011 Incentive Plan (as amended and restated, effective March 29, 2019) - incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
10.20*#	First Amendment to the Aon plc 2011 Incentive Plan, effective September 13, 2021 - incorporated by reference to Exhibit 10.9 to Aon’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
10.21*#	Aon plc 2011 Incentive Plan (as amended and restated effective April 19, 2023) — incorporated by reference to Exhibit 10.3 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
10.22*#	Aon plc 2011 Incentive Plan (as amended and restated effective April 18, 2025) - incorporated by reference to Exhibit 10.2 to Aon’s Current Report on Form 8-K filed July 3, 2025.
10.23*#	Aon plc Leadership Performance Program (as amended and restated, effective January 1, 2024) - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed March 27, 2024.
10.24*#	Aon plc Senior Executive Combined Severance and Change in Control Plan (as amended and restated, effective June 21, 2019) - incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on Form 10-Q for the quarter end June 30, 2019.
10.25*#	First Amendment to the Aon plc Amended and Restated Senior Executive Combined Severance and Change in Control Plan, effective September 30, 2021 - incorporated by reference to Exhibit 10.10 to Aon’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
10.26*#	Aon plc Senior Executive Incentive Compensation Plan (as amended and restated, effective January 1, 2021) - incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
10.27*#	Form of Deed of Indemnity of Aon plc - incorporated by reference to Exhibit 10.4 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.
10.28*#	Form of Deed of Indemnity for Directors of Aon Global Limited - incorporated by reference to Exhibit 10.4 to Aon’s Current Report on Form 8-K12B filed April 2, 2012.
10.29*#	Form of Deed of Indemnity for Gregory C. Case - incorporated by reference to Exhibit 10.5 to Aon’s Current Report on Form 8-K12B filed April 2, 2012.
10.30*#	Form of Deed of Indemnity for Executive Officers of Aon plc - incorporated by reference to Exhibit 10.6 to Aon’s Current Report on Form 8-K12B filed April 2, 2012.
10.31*#	Form of Service as a Non Executive Director Agreement - incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.
10.32*#	Amendment to Employment Agreement, dated March 14, 2025, among Aon plc, Aon Corporation and Gregory C. Case – incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed March 17, 2025.
10.33*#	Amended and Restated Employment Agreement, dated December 31, 2025, among Aon plc, Aon Corporation and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed January 2, 2026.
10.34*#	Performance Share Unit Agreement, dated December 31, 2025, by and between Aon plc and Gregory C. Case - incorporated by reference to Exhibit 10.2 to Aon’s Current Report on Form 8-K filed January 2, 2026.
10.35*#	Amended and Restated Change in Control Agreement, dated November 13, 2009, between Aon Corporation and Gregory C. Case - incorporated by reference to Exhibit 10.2 to Aon’s Current Report on Form 8-K filed on November 17, 2009.

115

10.36*#	Amendment to the Amended and Restated Change in Control Agreement, dated April 27, 2016, between Aon plc and Gregory C. Case - incorporated by reference to Exhibit 10.11 on Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.
10.37*#	International Assignment Letter, effective July 1, 2016, between Aon Corporation and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.
10.38*#	Amendment to International Assignment Letter, dated June 25, 2018, with Gregory C. Case - incorporated by reference to Exhibit 10.2 to Aon’s Current Report on Form 8-K filed on June 27, 2018.
10.39*#	Amendment to International Assignment Letter, dated June 25, 2019, with Gregory C. Case - incorporated by reference to Exhibit 10.2 to Aon’s Current Report on Form 8-K filed on June 25, 2019.
10.40*#	Amendment to International Assignment Letter, dated June 19, 2020, between Aon Corporation and Greg C. Case - incorporated by reference to Exhibit 10.2 to Aon’s Current Report on Form 8-K filed June 25, 2020.
10.41*#	Amendment to International Assignment Letter, dated July 8, 2021, between Aon Corporation and Gregory C. Case - incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.
10.42*#	Amendment to International Assignment Letter, dated June 21, 2022, between Aon Corporation and Gregory C. Case – incorporated by reference to exhibit 10.2 to Aon’s Current Report on Form 8-K filed June 23, 2022.
10.43*#	Amendment to International Assignment Letter, dated June 16, 2023, between Aon Corporation and Gregory C. Case — incorporated by reference to Exhibit 10.2 to Aon’s Current Report on Form 8-K filed June 22, 2023.
10.44*#	Amendment to International Assignment Letter, dated June 24, 2024, between Aon Corporation and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed June 26, 2024.
10.45*#	Amendment to International Assignment Letter, dated June 27, 2025, between Aon Corporation and Gregory C. Case - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed July 3, 2025.
10.46*#	Letter Agreement, dated May 30, 2024, between Aon Corporation and Edmund Reese - incorporated by reference to Aon’s Current Report on Form 8-K filed June 4, 2024.
10.47*#+	Transition Agreement, dated June 24, 2024, between Aon Corporation and Christa Davies - incorporated by reference to Aon’s Current Report on Form 8-K filed June 26, 2024.
10.48*#	International Assignment Letter, effective July 1, 2016, between Aon Corporation and Christa Davies incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on Form 10 Q for the quarter ended June 30, 2016
10.49*#	Amendment to International Assignment Letter, dated June 25, 2018, between Aon Corporation and Christa Davies incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8 K filed on June 27, 2018.
10.50*#	Amendment to International Assignment Letter, dated June 25, 2019, between Aon Corporation and Christa Davies, incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8 K filed on June 25, 2019.
10.51*#	Amendment to International Assignment Letter, dated June 19, 2020, between Aon Corporation and Christa Davies incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8 K filed June 25, 2020.
10.52*#	Amendment to International Assignment Letter, dated July 8, 2021, between Aon Corporation and Christa Davies incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10 Q for the quarter ended June 30, 2021.
10.53*#	Amendment to International Assignment Letter, dated June 21, 2022, between Aon Corporation and Christa Davies - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8 K filed June 23, 2022.
10.54*#	Amendment to International Assignment Letter, dated June 16, 2023, between Aon Corporation and Christa Davies - incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8 K filed June 22, 2023.

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10.55*#	Letter Agreement, dated July 16, 2019, between Aon Corporation and Darren Zeidel - incorporated by reference to Exhibit 10.50 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2021
10.56*#	Letter Agreement, dated October 22, 2019, between Aon Corporation and Lisa Stevens - incorporated by reference to Exhibit 10.51 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2021.
10.57*#	Letter Agreement, dated August 1, 2022, between Aon Corporation and Mindy Simon - incorporated by reference to Exhibit 10.3 to Aon’s Quarterly Report on Form 10-Q filed on July 25, 2025.
10.58*#	International Assignment Letter, effective July 1, 2023, between Aon Service Corporation and Mindy Simon - incorporated by reference to Exhibit 10.4 to Aon’s Quarterly Report on Form 10 Q filed on July 25, 2025.
10.59*#	Amendment to International Assignment Letter, dated June 24, 2024, between Aon Service Corporation and Mindy Simon - incorporated by reference to Exhibit 10.5 to Aon’s Quarterly Report on Form 10-Q filed on July 25, 2025.
10.60#	Employment Agreement, dated January 2, 2026, between Aon Corporation and Andy Marcell.
10.61*#	Separation Agreement, dated as of January 6, 2026, by and between Aon Corporation and Eric Andersen – incorporated by reference to Aon’s Current Report on Form 8-K filed on January 7, 2026.
10.62*#	Amended and Restated Aon Deferred Compensation Plan, dated November 16, 2016 - incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2016.
10.63*#	First Amendment to the Aon Deferred Compensation Plan, effective December 8, 2016 - incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2016.
10.64*#	Second Amendment to the Amended and Restated Aon Deferred Compensation Plan, effective April 19, 2017 - incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
10.65*#	Third Amendment to the Amended and Restated Aon Deferred Compensation Plan, effective December 27, 2019 - incorporated by referenced to Exhibit 10.51 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2019.
10.66*#	Fourth Amendment to the Amended and Restated Aon Deferred Compensation Plan, effective May 7, 2020 - incorporated by reference to Exhibit 10.60 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2020.
10.67*#	Fifth Amendment to the Amended and Restated Aon Deferred Compensation Plan, effective October 1, 2021 - incorporated by reference to Exhibit 10.64 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2021.
10.68*#	Sixth Amendment to the Amended and Restated Aon Deferred Compensation Plan, effective June 30, 2022 – incorporated by reference to Exhibit 10.61 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2023.
10.69*#	Seventh Amendment to the Amended and Restated Aon Deferred Compensation Plan, effective August 1, 2024 - incorporated by reference to Exhibit 10.67 to Aon's Annual Report on Form 10-K for the year ended December 31, 2024.
10.70#	Eighth Amendment to the Amended and Restated Aon Deferred Compensation Plan, effective July 31,2025.
10.71*#	Aon plc Global Share Purchase Plan, amended and restated effective January 1, 2021 - incorporated by reference to Exhibit 10.61 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2020.
10.72*#	Form of Restricted Stock Unit Agreement - incorporated by reference to Exhibit 10.2 to Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.
10.73*#	Aon Supplemental Savings Plan, amended and restated effective January 1, 2017 - incorporated by reference to Exhibit 10.52 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.74*#	First Amendment to the Aon Supplemental Savings Plan, effective March 30, 2017 - incorporated by reference to Exhibit 10.52 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2017.
10.75*#	Second Amendment to the Aon Supplemental Savings Plan, effective December 31, 2018 - incorporated by reference to Exhibit 10.58 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2019.

117

	10.76*#	Third Amendment to the Aon Supplemental Savings Plan, effective December 27, 2019 - incorporated by reference to Exhibit 10.59 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2019.
	10.77*#	Fourth Amendment to the Aon Supplemental Savings Plan, effective May 1, 2020 - incorporated by reference to Exhibit 10.68 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2020.
	10.78*#	Fifth Amendment to the Aon Supplemental Savings Plan, effective January 1, 2021 – incorporated by reference to Exhibit 10.69 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2020.
	10.79*#	Sixth Amendment to the Aon Supplemental Savings Plan, effective October 1, 2021 - incorporated by reference to Exhibit 10.74 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2021.
	10.80*#	Seventh Amendment to the Aon Supplemental Savings Plan, effective June 30, 2022 – incorporated by reference to Exhibit 10.71 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2023.
	10.81*#	Eighth Amendment to the Aon Supplemental Savings Plan, effective August 1, 2024 - incorporated by reference to Exhibit 10.78 to Aon's Annual Report on Form 10-K for the year ended December 31, 2024.
	10.82#	Ninth Amendment to the Aon Supplemental Savings Plan, effective July 31, 2025.
	10.83*#	Aon Corporation Excess Benefit Plan (as amended and restated, effective January 1, 2009) and the following amendments thereto: First Amendment, dated January 1, 2009, Second Amendment, dated December 16, 2009, Third Amendment, dated December 31, 2018, and Fourth Amendment, dated December 27, 2019 - incorporated by reference to Exhibit 10.60 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2019.
	10.84*#	Master Assignment, Assumption and Amendment Deed to Change in Control Arrangements of Aon plc, dated April 1, 2020 - incorporated by reference to Exhibit 10.2 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.
	10.85*#	Master Amendment to the Remaining Plans, dated April 1, 2020, of Aon Corporation - incorporated by reference to Exhibit 10.3 to Aon’s Current Report on Form 8-K12B filed April 1, 2020.
	10.86*	Form of Irrevocable Director Undertaking - incorporated by reference to Exhibit 10.1 to Aon’s Form 8-K filed March 10, 2020.
	10.87*#	Form of Acknowledgment of Tax Equalization Process Letter Agreement with Non Employee Directors - incorporated by reference to Exhibit 10.74 to Aon’s Annual Report on Form 10-K for the year ended December 31, 2020.
	10.88*#	Form of Restricted Stock Unit Agreement — incorporated by reference to Exhibit 10.1 to Aon’s Quarterly Report on Form 10-Q filed April 28, 2023.
	10.89*#	Form of Restricted Stock Unit Agreement - incorporated by reference to Exhibit 10.3 to Aon’s Quarterly Report on Form 10-Q filed April 26, 2024.
	10.90*#	Employment Agreement, effective as of July 1, 2023, between Aon Corporation and Eric Andersen — incorporated by reference to Exhibit 10.7 to Aon’s Quarterly Report on Form 10-Q filed July 28, 2023.
	10.91*#	Form of Performance Share Unit Agreement Under Aon plc 2011 Incentive Plan, as amended as restated — incorporated by reference to Exhibit 10.8 to Aon’s Quarterly Report on Form 10-Q filed July 28, 2023.
	10.92*	Credit Agreement dated as of October 19, 2023, among Aon plc, Aon Corporation, Aon Global Holdings plc, Aon Global Limited and Aon North America, Inc., Citibank, N.A., as administrative agent, and the lenders party thereto — incorporated by reference to Exhibit 10.1 to Aon’s Current Report on Form 8-K filed October 24, 2023.
Insider Trading Policies and Procedures.
	19.1	Aon plc Insider Trading Policy.
Subsidiaries of the Registrant.
	21.1	List of Subsidiaries of Aon.
Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the Registrant
	22.1	Subsidiary Guarantors and Issuers of Guaranteed Securities

118

Consent of Independent Registered Public Accounting Firm
	23	Consent of Independent Registered Public Accounting Firm
Rule 13a-14(a)/15d-14(a) Certifications.
	31.1.	Rule 13a-14(a) Certification of Chief Executive Officer of Aon in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2.	Rule 13a-14(a) Certification of Chief Financial Officer of Aon in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.

Section 1350 Certifications.
		32.1.	Section 1350 Certification of Chief Executive Officer of Aon in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
		32.2.	Section 1350 Certification of Chief Financial Officer of Aon in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
Policy Relating to Recovery of Erroneously Awarded Compensation
		97.1*	Aon plc Incentive Repayment Policy (For Section 16 Officers), effective as of October 2, 2023 - incorporated by reference to Aon's Annual Report on Form 10-K for the year ended December 31, 2023.
XBRL Exhibits.
	Interactive Data Files. The following materials are filed electronically with this Annual Report on Form 10-K:
		101.SCH	Inline XBRL Taxonomy Extension Schema Document.
		101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document.
		101.DEF	Inline XBRL Taxonomy Definition Linkbase Document.
		101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document.
		101.LAB	Inline XBRL Taxonomy Calculation Linkbase Document.
		104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

*    Document has been previously filed with the SEC and is incorporated herein by reference herein. Unless otherwise indicated, such document was filed under Commission File Number 001-07933.

#    Indicates a management contract or compensatory plan or arrangement.

+ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

The registrant agrees to furnish to the SEC upon request a copy of (1) any long-term debt instruments that have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, and (2) any schedules omitted with respect to any material plan of acquisition, reorganization, arrangement, liquidation or succession set forth above.

Item 16.    Form 10-K Summary

None.

119

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Aon plc
		By:	/s/ GREGORY C. CASE
			Gregory C. Case, Chief Executive Officer
Date:	February 13, 2026

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ GREGORY C. CASE	President, Chief Executive Officer and Director (Principal Executive Officer)	February 13, 2026
Gregory C. Case
/s/ LESTER B. KNIGHT	Non-Executive Chairman and Director	February 13, 2026
Lester B. Knight
/s/ JOSE ANTONIO ÁLVAREZ	Director	February 13, 2026
Jose Antonio Álvarez
/s/ JIN-YONG CAI	Director	February 13, 2026
Jin-Yong Cai
/s/ JEFFREY C. CAMPBELL	Director	February 13, 2026
Jeffrey C. Campbell
/s/ CHERYL A. FRANCIS	Director	February 13, 2026
Cheryl A. Francis
/s/ JO ANN JENKINS	Director	February 13, 2026
Jo Ann Jenkins
/s/ ADRIANA KARABOUTIS	Director	February 13, 2026
Adriana Karaboutis
/s/ RICHARD C. NOTEBAERT	Director	February 13, 2026
Richard C. Notebaert
/s/ GLORIA SANTONA	Director	February 13, 2026
Gloria Santona
/s/ SARAH SMITH	Director	February 13, 2026
Sarah Smith
/s/ BYRON SPRUELL	Director	February 13, 2026
Byron Spruell
/s/ JAMES STAVRIDIS	Director	February 13, 2026
James Stavridis
/s/ EDMUND REESE	Chief Financial Officer (Principal Financial Officer)	February 13, 2026
Edmund Reese
/s/ DAVID DEBRUNNER	Global Controller (Principal Accounting Officer)	February 13, 2026
David DeBrunner

120

EX-4.15

Description of the Share Capital of Aon Ireland

Set forth below is a summary of the material terms of the share capital of Aon plc, an Irish public limited company ("Aon Ireland"). The summary is subject to the Companies Act 2014 of Ireland, as amended (the "Irish Companies Act"), and is qualified in its entirety by reference to the Aon Ireland Constitution, which is filed as Exhibit 3.1 to Aon Ireland's Current Report on Form 8-K filed on June 4, 2021 and incorporated by reference herein.

Capital Structure

Authorized Share Capital

Aon Ireland's authorized share capital is $5,500,000 and €25,000, divided into 500,000,000 Class A ordinary shares of $0.01 each, 50,000,000 preference shares of $0.01 each and 25,000 ordinary shares of €1 each. Aon Ireland's authorized share capital includes €25,000 divided into 25,000 ordinary shares of €1 each ("Euro Ordinary Shares") in order to satisfy minimum statutory capital requirements for all Irish public limited companies. Any holder of the Euro Ordinary Shares is not entitled to receive any dividend or other distribution, or to attend, speak or vote at any general meeting, and has no effective rights to participate in Aon Ireland's assets.

Aon Ireland may allot and issue shares subject to the maximum authorized share capital contained in the Aon Ireland Constitution. The maximum authorized share capital may be increased or reduced by a simple majority of votes cast, in person or by proxy, at a general meeting of Aon Ireland's shareholders at which a quorum is present (referred to under Irish law as an "ordinary resolution").

Under Irish law, the board of directors of a company may issue shares having the rights provided for in its constitution without shareholder approval once authorized to do so by its constitution or by an ordinary resolution adopted by its shareholders at a general meeting, subject at all times to the maximum authorized share capital. The authorization may be granted for a period of up to five years, at which point it must be renewed by such company's shareholders by an ordinary resolution. The Aon Ireland Constitution originally authorized Aon Ireland's board of directors to issue shares in the capital of Aon Ireland having the rights provided for in the Aon Ireland Constitution without approval of Aon Ireland's shareholders for a period of five years from the date of adoption of the Aon Ireland Constitution (which occurred on March 31, 2020) up to the maximum authorized, but unissued, share capital. Aon Ireland’s shareholders passed resolutions at Aon Ireland’s annual general meetings of shareholders held on June 21, 2024, and June 27, 2025 to ultimately extend such authority to allot and issue, or grant rights to acquire, such number of shares up to approximately twenty percent of Aon Ireland’s issued share capital as of April 11, 2025, with such authority expiring on December 27, 2026. The rights and restrictions of Aon Ireland's share capital are set forth in the Aon Ireland Constitution.

Irish law does not recognize fractional shares held of record. Accordingly, the Aon Ireland Constitution does not provide for the issuance of fractional shares, and Aon Ireland's register of members (i.e., share register) will not reflect any fractional shares.

Whenever an alteration or reorganization of Aon Ireland's share capital would result in any of Aon Ireland's shareholders becoming entitled to fractions of a share, Aon Ireland's board of directors is entitled, on behalf of those shareholders that would become entitled to fractions of a share, to arrange for the sale of the shares representing fractions and to distribute the net proceeds of such sale in due proportion among those shareholders who would have been entitled to the fractions. For this purpose, Aon Ireland's board of directors is entitled to authorize any person to execute any instruments or other documents required to transfer the shares representing fractions to the transferee thereof. The transferee shall not be bound to see to the application of the purchase money, nor shall his or her title to the shares be affected by any irregularity in, or invalidity of, the proceedings relating to the sale.

Issued Share Capital

In connection with the Reorganization, Aon Ireland issued approximately 232 million Aon Ireland Shares to the former shareholders of Aon Global Limited (f/k/a Aon plc), a company incorporated under the laws of England and Wales ("Aon UK"). All Aon Ireland Shares issued in connection with the Reorganization were duly and validly issued and credited as fully paid-up.

Under the Aon Ireland Constitution, subject to the Irish Companies Act, Aon Ireland's board of directors (or an authorized committee thereof) is authorized to approve the reclassification, allotment, issuance, grant and disposal of, or otherwise deal with, shares, options, equity awards, rights over shares, warrants, other securities and derivatives in, or of, Aon Ireland to such persons, at such times and on such terms and conditions as it deems advisable (including specifying the conditions of allotment of shares for the purposes of the Irish Companies Act).

Preemption Rights, Share Warrants and Options

Under Irish law, certain statutory preemption rights apply automatically in favor of shareholders where shares are to be issued for cash. These statutory preemption rights may be disapplied in a company's constitution or by a special resolution adopted by its shareholders at a general meeting. A "special resolution" requires the approval of at least 75% of the votes cast, in person or by proxy, at a general meeting of shareholders at which a quorum is present. The statutory preemption rights may be disapplied for a period of up to five years, at which point the disapplication must be renewed by the shareholders by a special resolution. The Aon Ireland Constitution originally disapplied the statutory preemption rights for a period of five years from the date of its adoption (which occurred on March 31, 2020) in respect of the issue of up to the maximum authorized, but unissued, share capital. Aon Ireland’s shareholders passed a resolution at the Aon Ireland’s most recent annual general meeting of shareholders renewing such authority until December 27, 2026, to allot and issue, or grant rights to acquire, shares for cash (i) in connection with a rights issue in favor of the holders of shares where the shares (or rights to acquire shares) attributable to such holders are proportional to the respective number of shares held by them; and (ii) otherwise, for up to approximately twenty percent of Aon Ireland’s issued share capital as of April 12, 2025. The disapplication of statutory preemption rights will need to be renewed by special resolution at periodic intervals. If the disapplication is not renewed, any further shares proposed to be issued for cash will require to be first offered to Aon Ireland's shareholders at the relevant time on a pro rata basis to their then existing shareholding before the shares may be issued to proposed new shareholders. Statutory preemption rights do not apply:

• where shares are issued for non-cash consideration (such as in a share-for-share acquisition);

• to the issue of non-equity shares (i.e., shares that have the right to participate only up to a specified amount in any income or capital distribution); or

• where shares are issued pursuant to employee share plans.

The Aon Ireland Constitution provides that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which Aon Ireland is subject, Aon Ireland's board of directors is authorized, from time to time, to grant such persons, for such periods and upon such terms and conditions as it deems advisable, options to purchase or to subscribe for such number of shares of any class or classes or of any series of any class, and to cause warrants or other appropriate instruments evidencing such options to be issued. Aon Ireland is subject to the rules of the NYSE and U.S. federal tax laws that require shareholder approval of certain equity plans and share issuances.

Dividends

Under Irish law, dividends and distributions may only be made from distributable profits. Distributable profits mean a company's accumulated realized profits, so far as not previously utilized by distribution or capitalization, less its accumulated realized losses, so far as not previously written off in a reduction or reorganization of capital, duly made, and include reserves created by way of a court approved share capital reduction. In addition to the requirement to have distributable profits, no distribution or dividend may be made by Aon Ireland unless, at the relevant time, its net assets are not less than the aggregate of its called-up share capital and its undistributable reserves and the distribution or dividend does not reduce its net assets below such aggregate.

Undistributable reserves include: (i) a company's undenominated capital; (ii) the amount by which a company's accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed its accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital; and (iii) any other reserve a company is prohibited, at law, from distributing.

The determination as to whether or not Aon Ireland has sufficient distributable profits to fund a dividend must be made by reference to Aon Ireland's "relevant entity financial statements." The "relevant entity financial statements" will be either the last set of unconsolidated annual audited financial statements or "initial" or "interim" financial statements properly prepared in accordance with the Irish Companies Act and applicable accounting standards. The relevant entity financial statements are required to be filed in the Companies Registration Office (the official public registry for companies in Ireland).

The Aon Ireland Constitution authorizes Aon Ireland's board of directors to declare dividends without approval of Aon Ireland's shareholders if Aon Ireland's board of directors considers the financial position of Aon Ireland to justify such payment. Aon Ireland's board of directors may also recommend a dividend to be approved and declared by Aon Ireland's shareholders at an annual general meeting of shareholders. No dividend may exceed the amount recommended by Aon Ireland's board of directors. Dividends may be declared and paid in the form of cash, property, paid-up shares or debentures of another company.

Aon Ireland's board of directors may deduct from any dividend payable to any shareholder of Aon Ireland any amounts payable by such shareholder to Aon Ireland in relation to the shares of Aon Ireland held by such shareholder.

Share Repurchases, Redemptions and Conversions

Overview

The Aon Ireland Constitution provides that Aon Ireland may purchase its own shares and redeem outstanding redeemable shares. Under Irish law, shares can only be purchased or redeemed out of (i) distributable profits or (ii) the proceeds of a new issuance of shares made for the purpose of such purchase or redemption. Under the Irish Companies Act, a company may purchase its own shares either (i) on-market on a recognized stock exchange, which includes the NYSE, or (ii) off-exchange (i.e., other than on a recognized stock exchange).

For Aon Ireland to make on-market purchases of its shares, Aon Ireland's shareholders must provide general authorization to Aon Ireland to do so by way of an ordinary resolution. For so long as such general authority is in force, no additional shareholder authority for a particular on-market purchase is required. Such authority can be given for a maximum period of five years before it is required to be renewed and must specify (i) the maximum number of shares that may be purchased and (ii) the maximum and minimum prices that may be paid for the shares, either by specifying particular sums or providing a formula.

For an off-exchange purchase, the proposed purchase contract must be authorized by special resolution of Aon Ireland's shareholders before being entered into.

Separately, Aon Ireland can redeem (as opposed to purchase) its redeemable shares once permitted to do so by the Aon Ireland Constitution (without the requirement for additional shareholder authority). The Aon Ireland Constitution provides that, unless Aon Ireland's board of directors determines otherwise, any share of Aon Ireland that Aon Ireland has agreed to acquire shall be automatically converted into a redeemable share of Aon Ireland. Accordingly, for purposes of the Irish Companies Act, unless Aon Ireland's board of directors determines otherwise, the acquisition of shares of Aon Ireland by Aon Ireland will technically be effected as a redemption of such shares.

If the Aon Ireland Constitution did not contain such provision, the acquisition of shares of Aon Ireland by Aon Ireland would need to be effected as an on-market or off-exchange purchase, as described above.

Repurchased and redeemed shares may be cancelled or held as treasury shares, provided that the nominal value of treasury shares held by Aon Ireland at any time must not exceed 10% of Aon Ireland's company capital (consisting of the aggregate of all amounts of nominal value plus premium paid for shares of Aon Ireland, plus certain other sums that may be credited as such).

Purchases by Subsidiaries

Under Irish law, a subsidiary of Aon Ireland may purchase shares of Aon Ireland either on-market or off-exchange, provided such purchases are authorized by Aon Ireland's shareholders as described above. The redemption option is not available to a subsidiary of Aon Ireland. The number of shares of Aon Ireland held by Aon Ireland's subsidiaries at any time will count as treasury shares and will be included in any calculation of the 10% permitted treasury share threshold described above. While a subsidiary holds any shares of Aon Ireland, it cannot exercise voting rights in respect of those shares. The acquisition of shares of Aon Ireland by a subsidiary must be funded out of distributable profits of the subsidiary.

Under Irish law, Aon Ireland cannot exercise any voting rights in respect of any treasury shares. Treasury shares can either be held in treasury, re-issued on-market or off-exchange or cancelled. Depending on the circumstances of their acquisition, treasury shares may be held indefinitely or may be required to be cancelled after one or three years. The reissuance of treasury shares must be made pursuant to a valid and subsisting shareholder authority granted by way of a special resolution.

Share Repurchase Program

Aon Ireland's board of directors has authorized a program for Aon Ireland to repurchase Aon Ireland Shares. At December 31, 2025, the remaining authorized amount for share repurchases under the Repurchase Program was approximately $1.3 billion.

As noted above, because repurchases of shares of Aon Ireland by Aon Ireland will technically be effected as a redemption of those shares pursuant to the Aon Ireland Constitution unless Aon Ireland's board of directors determines otherwise, such repurchases may be made whether or not the NYSE is a "recognized stock exchange" and shareholder approval for such repurchases will not be required.

Liens on Shares, Calls on Shares and Forfeiture of Shares

The Aon Ireland Constitution provides that Aon Ireland will have a first and paramount lien on every share for all moneys, whether currently due or not, payable in respect of such share. Subject to the terms of their allotment, Aon Ireland's board of directors may call for any unpaid amounts in respect of any shares to be paid, and if payment is not made, the shares shall be subject to forfeiture. The provision is a standard inclusion in the constitution of an Irish public limited company such as Aon Ireland and will only be applicable to shares of Aon Ireland that have not been fully paid-up.

Consolidation and Subdivision

Aon Ireland may, by ordinary resolution, consolidate all or any of its share capital into shares of larger nominal value, or subdivide all or any of its share capital into shares of smaller nominal value, than are fixed by the Aon Ireland Constitution.

Reduction of Share Capital

Aon Ireland may, by ordinary resolution, effect a reduction in its authorized but unissued share capital by cancelling unissued shares. Aon Ireland may also, by special resolution and subject to confirmation by the High Court of Ireland, reduce or cancel its issued share capital in any way permitted by the Irish Companies Act.

Annual General Meetings

As a matter of Irish law, Aon Ireland is required to hold an annual general meeting each calendar year, at an interval of no greater than 15 months from the previous annual general meeting and no more than nine months after Aon Ireland's financial year-end.

In addition to any SEC mandated resolutions, the business of Aon Ireland's annual general meeting is required to include: (i) the consideration of Aon Ireland's statutory financial statements; (ii) the review by Aon Ireland's shareholders of Aon Ireland's affairs; (iii) the election and reelection of Aon Ireland's board of directors in accordance with the Aon Ireland Constitution; (iv) the appointment or reappointment of the Irish statutory auditors; (v) the authorization of Aon Ireland's board of directors to approve the remuneration of the Irish statutory auditors; and (vi) the declaration of dividends (other than interim dividends).

Extraordinary General Meetings

As provided under Irish law, extraordinary general meetings may be convened:

• by Aon Ireland's board of directors;

• on the requisition of Aon Ireland's members holding not less than 10% of the paid-up share capital of Aon Ireland carrying voting rights;

• on the requisition of Aon Ireland's auditors; and

• in exceptional cases, by court order.

Extraordinary general meetings are typically held for the purpose of approving shareholder resolutions as may be required from time to time between annual general meetings. At any extraordinary general meeting only such business shall be conducted as is set forth in the notice thereof.

In the case of an extraordinary general meeting convened on the requisition of Aon Ireland's members, the proposed purpose of the meeting must be set forth in the requisition notice. Upon receipt of any such valid requisition notice, Aon Ireland's board of directors has 21 days to convene an extraordinary general meeting to vote on the matters set forth in the requisition notice. Such meeting must be held within two months of the receipt by Aon Ireland of the requisition notice. If Aon Ireland's board of directors does not convene the meeting within such 21-day period, the requisitioning members, or any of them representing more than one half of the total voting rights of all of them, may themselves convene an extraordinary general meeting, which meeting must be held within three months of the receipt by Aon Ireland of the requisition notice.

If Aon Ireland's board of directors becomes aware that Aon Ireland's net assets are half or less of the amount of Aon Ireland's called-up share capital, it must convene an extraordinary general meeting no later than 28 days after the earliest date that fact is known to any director for the purpose of considering whether any, and if so what, measures should be taken to deal with the situation (the meeting to be held within 56 days of that earliest date).

Notice of General Meetings

Irish law requires that notice of an annual or extraordinary general meeting must be given to all of Aon Ireland's members, to Aon Ireland's auditors and to Aon Ireland's directors and secretary. The Aon Ireland Constitution

provides for the minimum statutory notice periods of 21 clear days' notice in writing for an annual general meeting or an extraordinary general meeting to approve a special resolution and 14 days' notice in writing for any other extraordinary general meeting.

Quorum for General Meetings

The Aon Ireland Constitution provides that no business shall be transacted at any general meeting unless a quorum is present. Holders who together represent at least a majority of the voting rights of all the shareholders entitled to vote, present in person or by proxy, at a general meeting, shall constitute a quorum.

Voting

The Aon Ireland Constitution provides that each of Aon Ireland's members is entitled to one vote for each share of Aon Ireland that he or she holds as of the record date for the meeting. Neither Irish law nor any of provision of the Aon Ireland Constitution places limitations on the rights of nonresident or foreign owners to hold shares of Aon Ireland or vote the rights attaching thereto.

Except where a greater majority is required by the Irish Companies Act or otherwise prescribed by the Aon Ireland Constitution, any question, business or resolution proposed at any general meeting shall be decided by an ordinary resolution.

At any of Aon Ireland's general meetings, all resolutions will be decided on a poll.

Irish law requires approval of certain matters by special resolution of Aon Ireland Shareholders at a general meeting. Examples of matters requiring special resolutions include:

• amending the Aon Ireland Constitution;

• approving a change of Aon Ireland's name;

• authorizing the entering into of a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction to a director or connected person of a director;

• opting out of preemption rights on the issuance of new shares;

• re-registration of Aon Ireland from a public limited company to a private limited company;

• variation of class rights attaching to classes of shares (where the Aon Ireland Constitution does not provide otherwise);

• repurchase of Aon Ireland's shares off-exchange;

• reduction of Aon Ireland's issued share capital;

• sanctioning a compromise/scheme of arrangement;

• resolving that Aon Ireland be wound-up by the Irish courts;

• resolving in favor of members' voluntary winding-up; and

• setting the re-issue price of treasury shares.

Variation of Rights Attaching to a Class or Series of Shares

As a matter of Irish law, unless the Aon Ireland Constitution provides otherwise (which it does not), any variation of class rights attaching to Aon Ireland's issued shares must be approved (i) in writing by the holders of at least 75% of the issued shares in that class or (ii) with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class, but not otherwise.

Inspection of Books and Records

Under Irish law, members have the right to:

• receive a copy of the Aon Ireland Constitution;

• inspect and obtain copies of the minutes of Aon Ireland's general meetings and resolutions;

• inspect and receive a copy of the register of members, register of directors and secretaries, register of directors' interests and certain other statutory registers maintained by Aon Ireland;

• receive copies of Aon Ireland's statutory financial statements together with the directors' and auditors' reports thereon for the most recent financial year; and

• receive copies of the balance sheets of any of Aon Ireland's subsidiaries that have previously been produced to an annual general meeting of such subsidiary in the preceding ten years.

Acquisitions

Irish law recognizes the concept of a statutory merger in three situations: (i) a domestic merger where an Irish private limited company merges with another Irish company (which is not a public limited company) under Part 9 of the Irish Companies Act; (ii) a domestic merger where an Irish public limited company merges with another Irish company under Part 17 of the Irish Companies Act; and (iii) a cross-border merger where an Irish company merges with another company based in the EEA under the European Communities (Cross Border Merger) Regulations 2008 of Ireland.

Under Irish law and subject to applicable U.S. securities laws and NYSE rules and regulations, where Aon Ireland proposes to acquire another company, approval of Aon Ireland's shareholders will not be required unless effected as a direct domestic merger or direct cross-border merger as referred to above. Under Irish law, where another company proposes to acquire Aon Ireland, the requirement of the approval of Aon Ireland's shareholders will depend on the method of acquisition.

Takeover Offer

Under a takeover offer, the bidder will make a general offer to the target shareholders to acquire their shares. The offer must be conditional on the bidder acquiring, or having agreed to acquire (pursuant to the offer, or otherwise) securities conferring more than 50% of the voting rights of the target. The bidder may require any remaining shareholders to transfer their shares on the terms of the offer (i.e., a "squeeze out") if it has acquired, pursuant to the offer, not less than a specific percentage of the target shares to which the offer relates. The percentage for companies listed on regulated markets in the EEA is 90%. As Aon Ireland is not listed on an EEA regulated market (NYSE only), the relevant applicable percentage for Aon Ireland is 80%. Dissenting shareholders have the right to apply to the High Court of Ireland for relief.

Scheme of Arrangement

A scheme of arrangement is a statutory procedure which can be utilized to acquire an Irish company. A scheme of arrangement involves the target company putting an acquisition proposal to its shareholders, which can be (i) a transfer scheme, pursuant to which their shares are transferred to the bidder in return for the relevant consideration or (ii) a cancellation scheme, pursuant to which their shares are cancelled in return for the relevant consideration, with the result in each case that the bidder will become the 100% owner of the target company. A scheme of arrangement requires the approval of a majority in number of the shareholders of each class, representing at least 75% of the shares of each class, present and voting, in person or by proxy, at a general, or relevant class, meeting of the target company. The scheme also requires the sanction of the High Court of Ireland. Subject to the requisite shareholder approval and sanction of the High Court of Ireland, the scheme will be binding on all shareholders. Dissenting shareholders have the right to appear at the High Court of Ireland hearing and make representations in objection to the scheme.

Statutory Merger

It is possible for Aon Ireland to be acquired by way of a domestic or cross-border statutory merger, as described above. Such mergers must be approved by a special resolution of Aon Ireland's shareholders. If the consideration being paid to Aon Ireland's shareholders is not entirely cash, dissenting shareholders may be entitled to require that their shares be acquired for cash.

Appraisal Rights

Irish law generally does not provide for "appraisal rights." However, it does provide for dissenters' rights in certain situations, as described below.

Under a tender or takeover offer, the bidder may require any remaining shareholders to transfer their shares on the terms of the offer (i.e., a "squeeze out") if it has acquired, pursuant to the offer, not less than 80% of the target shares to which the offer relates (in the case of a company that is not listed on an EEA regulated market). Dissenting shareholders have the right to apply to the High Court of Ireland for relief.

A scheme of arrangement which has been approved by the requisite shareholder majority and sanctioned by the High Court of Ireland will be binding on all shareholders. Dissenting shareholders have the right to appear at the High Court of Ireland hearing and make representations in objection to the scheme.

Under the European Communities (Cross-Border Mergers) Regulations 2008 governing the merger of an Irish public limited company such as Aon Ireland and a company incorporated in the EEA, a shareholder (i) who voted against the special resolution approving the merger or (ii) of a company in which 90% of the shares are held by the other party to the merger, has the right to request that the company acquire his or her shares for cash at a price determined in accordance with the share exchange ratio set forth in the merger agreement.

Similar rights apply in the case of a merger of an Irish public limited company into another company to which the provisions of the Irish Companies Act apply.

Disclosure of Interests in Shares

Under the Irish Companies Act, there is a notification requirement for persons who acquire or cease to be interested in 3% of Aon Ireland's voting share capital, or any class thereof. Under the Irish Companies Act, "interested" is broadly defined and includes direct and indirect holdings, beneficial interests and, in some cases, derivative interests. Furthermore, a person's interests are aggregated with the interests of certain related persons and entities (including controlled companies). A person must notify Aon Ireland if, as a result of a transaction, that person will be interested in 3% or more of Aon Ireland's shares or if, as a result of a transaction, a person who was interested in more than 3% of Aon Ireland's shares ceases to be so interested. Where a person is interested in more than 3% of Aon Ireland's shares, any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction, must be notified to Aon Ireland.

The relevant percentage figure is calculated by reference to the aggregate nominal value of Aon Ireland's shares in which the person is interested as a proportion of the entire nominal value of Aon Ireland's issued ordinary share capital. Where the percentage level of the person's interest does not amount to a whole percentage, this figure may be rounded down to the previous whole number. All such disclosures should be notified to Aon Ireland within five business days of the transaction or the alteration that gave rise to the notification requirement.

Where a person fails to comply with the notification requirements described above, no right or interest of any kind whatsoever in respect of any shares of Aon Ireland held by such person shall be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, a person so affected may apply to the High Court of Ireland for relief.

In addition to the above disclosure requirement, under the Irish Companies Act, Aon Ireland may, by notice in writing, require a person whom it knows or has reasonable cause to believe, to be, or at any time during the three years immediately preceding the date on which such notice is issued, to have been, interested in shares comprised in Aon Ireland's share capital: (i) to indicate whether or not it is the case; and (ii) where such person holds, or has during that time held, an interest in Aon Ireland's shares, to give such further information as Aon Ireland may require, including particulars of such person's own past or present interests in the shares. Any information given in response to the notice is required to be given in writing within such reasonable time as Aon Ireland may specify in the notice.

Where such a notice is served by Aon Ireland on a person who is or was interested in Aon Ireland's shares and that person fails to give Aon Ireland any of the requested information within the reasonable time specified, Aon Ireland may apply to the High Court of Ireland for an order directing that the affected shares be made subject to certain restrictions. Under the Irish Companies Act, the restrictions that may be placed on the shares by the High Court of Ireland are as follows:

• any transfer of those shares, or, in the case of unissued shares, any transfer of the right to be issued

• with shares and any issue of shares, shall be void;

• no voting rights shall be exercisable in respect of those shares;

• no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares;

and

• no payment shall be made of any sums due from Aon Ireland on those shares, whether in respect of capital or otherwise.

Where the shares are subject to these restrictions, the High Court of Ireland may order the shares to be sold and may also direct that the shares shall cease to be subject to these restrictions.

Irish Takeover Rules

Aon Ireland is subject to the Irish Takeover Panel Act 1997, as amended (the "Irish Takeover Panel Act") and the Irish Takeover Panel Act, 1997, Irish Takeover Rules 2022 (the "Irish Takeover Rules"), which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public limited companies listed on certain stock exchanges, including the NYSE. The Irish Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in the case of multiple bidders, that there is a level playing field.

A transaction in which a third party seeks to acquire 30% or more of the voting rights in Aon Ireland and any other acquisitions of securities of Aon Ireland will be governed by the Irish Takeover Panel Act and the Irish Takeover Rules and will be regulated by the Irish Takeover Panel. The "General Principles," and certain important aspects, of the Irish Takeover Rules are described below.

General Principles

The Irish Takeover Rules are built on the following General Principles, which will apply to any transaction regulated by the Irish Takeover Panel: (i) in the event of an offer, all holders of securities of the target company must be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected; (ii) the holders of securities of the target company must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of directors of the target company must give its views on the effects of the implementation of the offer on employment, employment conditions and the locations of the target company's place of business; (iii) a target

company's board of directors must act in the interests of the target company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer; (iv) false markets must not be created in the securities of the target company, the bidder or any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted; (v) a bidder can only announce an offer after ensuring that such bidder can fulfill in full the consideration offered, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration; (vi) a target company may not be hindered in the conduct of its affairs longer than is reasonable by an offer for its securities; and (vii) a "substantial acquisition" of securities, whether to be effected by one transaction or a series of transactions, shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.

Mandatory Bid

Under certain circumstances, a person who acquires shares or other voting securities of a company may be required under the Irish Takeover Rules to make a mandatory cash offer for the remaining outstanding voting securities of that company at a price not less than the highest price paid for the securities by the acquiror, or any parties acting in concert with the acquiror, during the previous 12 months. This mandatory bid requirement is triggered if an acquisition of securities would increase the aggregate holdings of an acquiror, including the holdings of any parties acting in concert with the acquiror, to securities representing 30% or more of the voting rights in a company, unless the Irish Takeover Panel otherwise consents. An acquisition of securities by a person holding, together with its concert parties, securities representing between 30% and 50% of the voting rights in a company would also trigger the mandatory bid requirement if, after giving effect to the acquisition, the percentage of the voting rights held by that person, together with its concert parties, would increase by 0.05% within a 12-month period. Any person, excluding any parties acting in concert with the holder, holding securities representing more than 50% of the voting rights in a company is not subject to these mandatory offer requirements in purchasing additional securities.

Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

If a person makes a voluntary offer to acquire a company's outstanding ordinary shares, the offer price must not be less than the highest price paid for the company's ordinary shares by the bidder or its concert parties during the three-month period prior to the commencement of the offer. The Irish Takeover Panel has the power to extend the "look back" period to 12 months if it, taking into account the General Principles, believes it is appropriate to do so.

If the bidder or any of its concert parties has acquired shares of Aon Ireland (i) during the 12-month period prior to the commencement of the offer period that represents more than 10% of the shares of Aon Ireland or (ii) at any time after the commencement of the offer period, the offer must be in cash or accompanied by a full cash alternative and the price per share of Aon Ireland must not be less than the highest price paid by the bidder or its concert parties during, in the case of clause (i), the 12-month period prior to the commencement of the offer period or, in the case of (2), the offer period. The Irish Takeover Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total number of shares of Aon Ireland in the 12- month period prior to the commencement of the offer period if the Irish Takeover Panel, taking into account the General Principles, considers it just and proper to do so. An offer period generally will commence on the date of the first announcement of the offer or proposed offer.

Substantial Acquisition Rules

The Irish Takeover Rules also govern substantial acquisitions of shares and other voting securities that restrict the speed at which a person may increase such person's holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of a company. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of a company is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of such company and such acquisitions are made within a period of

seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

The Irish Takeover Rules include mandatory bid rules, share dealing restrictions and confidentiality objections.

Frustrating Action

Under the Irish Takeover Rules, Aon Ireland's board of directors is not permitted without either the consent of the Irish Takeover Panel or the approval of Aon Ireland's shareholders at a duly convened general meeting to take certain actions which might frustrate a takeover once Aon Ireland's board of directors has received an approach which may lead to an offer or has reason to believe an offer is, or may be, imminent.

Shareholder Rights Plan

Irish law does not expressly authorize or prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure, although the ability of Aon Ireland's board of directors to do so would be subject to its fiduciary duties and, during the course of an offer, the Irish Takeover Rules. However, there is no directly relevant Irish case law on this issue. The Aon Ireland Constitution allows Aon Ireland's board of directors to adopt a shareholder rights plan upon such terms and conditions as it deems expedient in the interests of Aon Ireland.

Issuance of Preference Shares

Aon Ireland's board of directors has the authority, without further action of Aon Ireland's shareholders for a period of five years from the date of adoption of the Aon Ireland Constitution (which occurred on March 31, 2020), but subject to its statutory and fiduciary duties and the requirements of Irish law, to issue up to 50,000,000 preference shares, in one or more series, and to fix the powers, preferences, rights and qualifications, limitations or restrictions thereof. The issuance of preference shares on various terms could adversely affect Aon Ireland's shareholders. The potential issuance of preference shares may discourage bids for shares of Aon Ireland at a premium over the market price, may adversely affect the market price of shares of Aon Ireland and may discourage, delay or prevent a change of control of Aon Ireland.

Corporate Governance

The Aon Ireland Constitution delegates the management of Aon Ireland's business to Aon Ireland's board of directors. Aon Ireland's board of directors, in turn, is empowered to delegate any of its powers, authorities and discretions (with further power to sub-delegate) to any committee, consisting of such person or persons (whether directors or not) as it thinks fit, but regardless, Aon Ireland's board of directors will remain responsible, as a matter of Irish law, for the proper management of Aon Ireland's business and affairs. Committees may meet and adjourn as they determine to be proper. Unless otherwise determined by Aon Ireland's board of directors, the quorum necessary for the transaction of business at any committee meeting shall be a majority of the members of such committee then in office.

Legal Name; Fiscal Year; Registered Office

Aon Ireland was incorporated in Ireland as a private limited company on May 23, 2017 under the name Linzicon Limited. The name of Aon Ireland was changed to Aon Limited on November 5, 2019. Aon Ireland was re-registered as a public company and renamed Aon plc on March 18, 2020. Aon Ireland's financial year ends on December 31, and Aon Ireland's registered office is at 15 George’s Quay, Dublin 2, Ireland D02 VR98.

Directors

Number of Directors

The Aon Ireland Constitution provides that the number of directors of Aon Ireland shall be as Aon Ireland's board of directors may determine from time to time and that as of the date of adoption of the Aon Ireland Constitution shall be no more than 21 and no less than seven. There are currently 13 directors of Aon Ireland.

Appointment of Directors

Both Aon Ireland's shareholders and Aon Ireland's board of directors have the power to appoint a person as a director of Aon Ireland, either to fill a vacancy or as an additional position, by simple majority resolution.

Election of Directors

Under the Aon Ireland Constitution, directors of Aon Ireland shall stand for election or re-election at each annual general meeting. Each director of Aon Ireland shall hold office until his or her successor is elected or until his or her earlier resignation or removal in accordance with the Aon Ireland Constitution or, otherwise, pursuant to the Irish Companies Act. Where the appointment of a director is contested (i.e., there is a shareholder meeting at which it is proposed to vote on resolutions for the appointment of directors and the total number of proposed directors exceeds the total number of directors to be appointed at such shareholder meeting), the Aon Ireland Constitution provides "plurality voting" applicable to contested elections of directors (i.e., the directors with the greatest number of votes are elected in descending order until the number of directors to be appointed at such meeting is satisfied).

Removal of Directors

Under the Irish Companies Act, Aon Ireland's shareholders may remove a director of Aon Ireland without cause by ordinary resolution, provided that at least 28 clear days' notice of such resolution is given to Aon Ireland and that Aon Ireland's shareholders comply with all relevant procedural requirements. The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment contract) the director of Aon Ireland may have against Aon Ireland in respect of his or her removal. The Aon Ireland Constitution separately provides that Aon Ireland's shareholders can remove a director of Aon Ireland without cause by ordinary resolution. No special notice of the resolution to remove a director under the Aon Ireland Constitution need be given, and such director does not have a right to make reasonable written representations as he or she would under the statutory removal procedure.

Duration; Dissolution; Rights Upon Liquidation

Aon Ireland's duration of existence is unlimited. Aon Ireland may be dissolved and wound-up at any time by way of a members' voluntary winding-up or a creditors' winding-up. In the case of a members' voluntary winding-up, a special resolution is required. Aon Ireland may also be dissolved by way of court order on the application of a creditor or by the Companies Registration Office as an enforcement measure where Aon Ireland has failed to file certain returns.

The rights of Aon Ireland's shareholder to a return on Aon Ireland's assets upon dissolution or winding-up, following the settlement of all claims of creditors, may be prescribed in the Aon Ireland Constitution. If the Aon Ireland Constitution contains no specific provisions in respect of a dissolution or winding-up, then, subject to the priorities of any creditors, the assets will be distributed to Aon Ireland's shareholders in proportion to the paid-up nominal value of the shares of Aon Ireland held.

Stock Exchange Listing

The Aon Ireland Shares were approved for listing on the NYSE and began trading on March 31, 2020 under the symbol "AON," the same symbol under which the Class A ordinary shares of Aon UK previously listed. Aon Ireland has no current plans to list its shares on any other securities exchange, including Euronext Dublin.

No Liability for Further Calls or Assessments

The shares of Aon Ireland issued in the Reorganization were duly and validly issued and credited as fully paid-up.

Transfer and Registration of Shares

Aon Ireland's register of members, which Aon Ireland is required to maintain under the Irish Companies Act, will be maintained by Aon Ireland's transfer agent. Registration in the register of members is determinative of membership. A person who holds shares of Aon Ireland beneficially will not have his or her name entered in Aon Ireland's register of members, and for the purposes of Irish law, will not be the registered holder of such shares. Instead, any depository or other nominee whose name is entered in Aon Ireland's register of members will be the registered holder of such shares. Accordingly, a transfer of shares of Aon Ireland from a person who holds such shares beneficially to a person who also holds such shares beneficially through a depository or other nominee will not be registered in Aon Ireland's register of members, as the depository or other nominee will remain the registered holder of such shares.

A written instrument of transfer generally is required under Irish law in order to effect a transfer of the registered interest in shares of Aon Ireland and to update Aon Ireland's register of members. Accordingly, a written instrument of transfer will be required for transfers of shares of Aon Ireland: (i) from a registered holder of shares to any other person; (ii) from a person who holds shares beneficially (where the registered interest is held by the depository or other nominee) to another person who wishes, on transfer, to be registered as the registered holder of such shares; (iii) from a person who holds shares beneficially to another person who also wishes, on transfer, to hold such shares beneficially but where the transfer involves a change in the depository or other nominee that is the registered holder of such shares; or (iv) by a registered holder into his or her own broker account (or vice versa).

Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer in Aon Ireland's register of members. However, a registered holder may transfer shares of Aon Ireland into his or her own broker account (or vice versa) without giving rise to Irish stamp duty, provided that there is no change in the beneficial ownership of such shares as a result of the transfer and the transfer is not made in contemplation of a subsequent sale of such shares to a third party.

Any transfer of shares of Aon Ireland that is subject to Irish stamp duty will not be registered in the name of the transferee unless an instrument of transfer is duly stamped and provided to the transfer agent. Aon Ireland, in its absolute discretion and insofar as the Irish Companies Act or any other applicable law permits, may, or may provide that a subsidiary of Aon Ireland will, pay Irish stamp duty arising on a transfer of shares of Aon Ireland on behalf of the transferee of such shares. If stamp duty resulting from the transfer of shares of Aon Ireland which would otherwise be payable by the transferee is paid by Aon Ireland or any of its subsidiaries on behalf of the transferee, then in those circumstances, Aon Ireland will, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to: (i) seek reimbursement of the stamp duty from the transferee or the transferor (at its discretion); (ii) set-off the stamp duty against any dividends payable to the transferee of those shares; and (iii) claim a first and permanent lien on the shares on which stamp duty has been paid by Aon Ireland or its subsidiary for the amount of stamp duty paid. Aon Ireland's lien shall extend to all dividends paid on those shares.

The Aon Ireland Constitution delegates to Aon Ireland's secretary (or any person that the secretary nominates) the authority to execute an instrument of transfer on behalf of a transferor. To help ensure that Aon Ireland's register of members is regularly updated to reflect trading of shares of Aon Ireland occurring through electronic systems,

Aon Ireland intends to regularly produce such instruments of transfer as may be required to effect any transfers of registered interests in shares. These may involve transactions for which Aon Ireland pays stamp duty, subject to the reimbursement and set-off rights described above. In the event that Aon Ireland notifies one or both of the parties to a share transfer that it believes stamp duty is required to be paid in connection with such transfer and that Aon Ireland will not pay such stamp duty, such parties may either themselves arrange for the execution of the required instrument of transfer (and may request a form of instrument of transfer from Aon Ireland for this purpose) or request that Aon Ireland execute an instrument of transfer on behalf of the transferring party in a form determined by Aon Ireland. In either event, if the parties to the share transfer have the instrument of transfer duly stamped (to the extent required) and then provide it to the transfer agent, the transferee named therein will be registered as the registered holder of the relevant shares in Aon Ireland's register of members (subject to the matters described below).

The registration of transfers may be suspended by Aon Ireland's board of directors at such times and for such periods, not exceeding in the whole 30 days in each year, as it may from time to time determine.

Description of Debt Securities and Guarantees

Set forth below is a summary of the material terms of the debt securities and guarantees of Aon plc, an Irish public limited company ("Aon Ireland"), Aon Global Limited (f/k/a Aon plc), a public limited company formed under the laws of England and Wales ("Aon UK"), Aon Corporation, a Delaware corporation ("Aon Delaware"), Aon Global Holdings plc (“AGH”), a public limited company formed under the laws of England and Wales, and Aon North America, Inc., a Delaware corporation (“ANA”). In this section, references to "holders" mean those who own debt securities and the related guarantees registered in their own names, on the books that the appropriate registrar for Aon Ireland, Aon UK, AGH, ANA and/or Aon Delaware, as the case may be, maintains for this purpose, and not those who own beneficial interests in debt securities and the related guarantees registered in "street name" or in debt securities and the related guarantees issued in book-entry form and held through one or more depositaries.

This is a description of certain general terms and provisions of the debt securities that Aon Ireland may offer (the “Aon Ireland debt securities"), Aon UK may offer (the "Aon UK debt securities"), AGH may offer (the “AGH debt securities”), Aon Delaware may offer (the "Aon Delaware debt securities"), ANA may offer (the “ANA debt securities”) or that any combination of Aon Ireland, Aon UK, AGH, ANA or Aon Delaware may offer as co-issuers (the “co-issued debt securities”) pursuant to a prospectus. When Aon Ireland, Aon UK, AGH, ANA, and/or Aon Delaware offer to sell a particular series of debt securities, Aon Ireland, Aon UK, AGH, ANA and/or Aon Delaware will describe the specific terms of that series in one or more prospectus supplements. Aon Ireland, Aon UK, AGH, ANA, and/or Aon Delaware will also indicate in an applicable prospectus supplement the extent to which the general terms and provisions described in the prospectus apply to a particular series of debt securities.

Aon Ireland may issue Aon Ireland debt securities or co-issued debt securities under either: (1) a senior indenture (the "Aon Ireland senior indenture"), among Aon Ireland, as issuer or co-issuer, either Aon UK, Aon Delaware or AGH, as co-issuer, Aon UK, Aon Delaware and/or AGH to the extent not acting as co-issuer, as guarantors, and ANA, as guarantor (the "Aon Ireland senior debt guarantors") in respect of certain series of Aon Ireland senior debt securities (as defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Aon Ireland senior debt trustee"); or (2) a subordinated indenture (the "Aon Ireland subordinated indenture") among Aon Ireland, as issuer, Aon UK, Aon Delaware, AGH and/or ANA, as guarantors (the "Aon Ireland subordinated debt guarantors" and, together with the Aon Ireland senior debt guarantors, the "Aon Ireland guarantors") in respect of certain series of Aon Ireland subordinated debt securities (as defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Aon Ireland subordinated debt trustee" and, together with the Aon Ireland senior debt trustee, the "Aon Ireland trustee"). Any Aon Ireland debt securities or co-issued debt securities that Aon Ireland issues or co-issues under the Aon Ireland senior indenture will constitute unsubordinated debt of Aon Ireland ("Aon Ireland senior debt securities") and will rank senior to any Aon Ireland debt securities that Aon Ireland issues under the Aon Ireland subordinated indenture ("Aon Ireland subordinated debt securities"). Any guarantee that Aon Delaware, Aon UK, AGH and/or ANA, as the Aon Ireland senior debt

guarantors, issues under the Aon Ireland senior indenture will constitute an unsubordinated obligation of Aon Delaware, Aon UK, AGH and/or ANA, as applicable (each, an "Aon Ireland senior debt guarantee"), and will rank senior to any guarantee that Aon Delaware, Aon UK, AGH and/or ANA, as the Aon Ireland subordinated debt guarantors, issue under the Aon Ireland subordinated indenture (each, an "Aon Ireland subordinated debt guarantee" and, together with the Aon Ireland senior debt guarantees, the "Aon Ireland debt guarantees").

Aon UK may issue Aon UK debt securities or co-issued debt securities under a senior indenture (the "Aon UK senior indenture"), among Aon UK, as issuer or co-issuer, either Aon Delaware, Aon Ireland or AGH, as co-issuer, Aon Ireland, Aon Delaware and/or AGH to the extent not acting as co-issuer, as guarantors, and ANA, as guarantor (the "Aon UK senior debt guarantors") in respect of certain series of Aon UK senior debt securities (as defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Aon UK senior debt trustee"). Any Aon UK debt securities or co-issued debt securities that Aon UK issues or co-issues under the Aon UK senior indenture will constitute unsubordinated debt of Aon UK ("Aon UK senior debt securities"). Any guarantee that Aon Delaware, Aon Ireland, AGH and/or ANA, as the Aon UK senior debt guarantors, issues under the Aon UK senior indenture will constitute an unsubordinated obligation of Aon Delaware, Aon Ireland, AGH and/or ANA, as applicable (each, an "Aon UK senior debt guarantee").

Aon Delaware may issue Aon Delaware debt securities or co-issued debt securities under either: (1) a senior indenture (the "Aon Delaware senior indenture"), among Aon Delaware, as issuer or co-issuer, either Aon UK, Aon Ireland or AGH, as co-issuer, Aon Ireland, Aon UK and/or AGH to the extent not acting as co-issuer, as guarantors, and ANA, as guarantor (the "Aon Delaware senior debt guarantors") in respect of certain series of Aon Delaware senior debt securities (as defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Aon Delaware senior debt trustee"); or (2) a subordinated indenture (the "Aon Delaware subordinated indenture") among Aon Delaware, as issuer, Aon UK, Aon Ireland, AGH and/or ANA, as guarantors (the "Aon Delaware subordinated debt guarantors" and, together with the Aon Delaware senior debt guarantors, the "Aon Delaware guarantors") in respect of certain series of Aon Delaware subordinated debt securities (as defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Aon Delaware subordinated debt trustee" and, together with the Aon Delaware senior debt trustee, the "Aon Delaware trustee"). Any Aon Delaware debt securities or co-issued debt securities that Aon Delaware issues or co-issues under the Aon Delaware senior indenture will constitute unsubordinated debt of Aon Delaware ("Aon Delaware senior debt securities") and will rank senior to any Aon Delaware debt securities that Aon Delaware issues under the Aon Delaware subordinated indenture ("Aon Delaware subordinated debt securities"). Any guarantee that Aon UK, Aon Ireland, AGH and/or ANA, as the Aon Delaware senior debt guarantors, issues under the Aon Delaware senior indenture will constitute an unsubordinated obligation of Aon UK, Aon Ireland, AGH and/or ANA, as applicable (each, an "Aon Delaware senior debt guarantee"), and will rank senior to any guarantee that Aon UK, Aon Ireland, AGH and/or ANA, as the Aon Delaware subordinated debt guarantors, issues under the Aon Delaware subordinated indenture (each, an "Aon Delaware subordinated debt guarantee" and, together with the Aon Delaware senior debt guarantees, the "Aon Delaware debt guarantees").

AGH may issue AGH debt securities or co-issued debt securities under a senior indenture (the "AGH senior indenture"), among AGH, as issuer or co-issuer, either Aon UK, Aon Ireland or Aon Delaware, as co-issuer, Aon UK, Aon Ireland and/or Aon Delaware to the extent not acting as co-issuer, as guarantors, and ANA, as guarantor (the "AGH senior debt guarantors") in respect of certain series of AGH senior debt securities (as defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the "AGH senior debt trustee"). Any AGH debt securities or co-issued debt securities that AGH issues or co-issues under the AGH senior indenture will constitute unsubordinated debt of AGH ("AGH senior debt securities"). Any guarantee that Aon UK, Aon Ireland, Aon Delaware or ANA, as the AGH senior debt guarantors, issues under the AGH senior indenture will constitute an unsubordinated obligation of Aon UK, Aon Ireland, Aon Delaware and/or ANA, as applicable (each, an "AGH senior debt guarantee").

ANA may issue ANA debt securities or co-issued debt securities under a senior indenture (the "ANA senior indenture") among ANA, as issuer or co-issuer, either Aon Ireland, Aon Delaware and/or AGH, as co-issuer, Aon Ireland, Aon Delaware and/or AGH to the extent not acting as co-issuer, as guarantors, and Aon UK, as guarantor

(the "ANA senior debt guarantors") in respect of certain series of ANA senior debt securities (as defined below), and The Bank of New York Mellon Trust Company, N.A., as trustee (the "ANA senior debt trustee"). Any ANA debt securities or co-issued debt securities that ANA issues or co-issues under the ANA senior indenture will constitute unsubordinated debt of ANA ("ANA senior debt securities"). Any guarantee that Aon Ireland, Aon Delaware, AGH or Aon UK, as the ANA senior debt guarantors, issues under the ANA senior indenture will constitute an unsubordinated obligation of Aon Ireland, Aon Delaware, AGH or Aon UK, as applicable (each, an "ANA senior debt guarantee").

In this description, the Aon Ireland debt securities, the Aon UK debt securities, the AGH debt securities, the Aon Delaware debt securities, the ANA debt securities, and the co-issued debt securities are sometimes referred to together as the "debt securities;" the Aon Ireland senior debt securities, the Aon UK senior debt securities, the AGH senior debt securities, the Aon Delaware senior debt securities and the ANA senior debt securities are sometimes referred to together as the "senior debt securities;" the Aon Ireland subordinated debt securities and the Aon Delaware subordinated debt securities are sometimes referred together as the "subordinated debt securities;" the Aon Ireland senior indenture, the Aon UK senior indenture, the AGH senior indenture, the Aon Delaware senior indenture and the ANA senior indenture are sometimes referred to together as the "senior indentures;" the Aon Ireland subordinated indenture and the Aon Delaware subordinated indenture are sometimes referred to together as the "subordinated indentures;" the senior indentures and the subordinated indentures are sometimes referred to together as the "indentures;" the Aon Ireland debt guarantees, the Aon UK senior debt guarantees, the AGH senior debt guarantees, the Aon Delaware debt guarantees and the ANA senior debt guarantees are sometimes referred to together as the "guarantees;" each of Aon Ireland, Aon UK, AGH, Aon Delaware, and ANA, in each case in its capacity as issuer or co-issuer of debt securities, is sometimes referred to as an "issuer;" each of the Aon Ireland debt guarantors, the Aon UK debt guarantors, the AGH debt guarantors, the Aon Delaware debt guarantors and the ANA debt guarantors is sometimes referred to as a "guarantor;" each of the Aon Ireland senior trustee, the Aon UK senior trustee, the AGH senior trustee, the Aon Delaware senior trustee and the ANA senior trustee is sometimes referred to as a "senior trustee;" each of the Aon Ireland subordinated trustee and the Aon Delaware subordinated trustee is sometimes referred to as a "subordinated trustee;" and each of the senior trustee and the subordinated trustee is sometimes referred to as the "trustee."

Each series of debt securities will be issued under the terms of an amendment or supplement to the applicable indenture that takes the form of a supplemental indenture or an officers' certificate delivered under the authority of resolutions adopted by the board of directors of the issuer and the terms of that indenture. The terms of any debt securities and, if applicable, the guarantees will include those stated in the applicable indenture and those made part of that indenture by reference to the Trust Indenture Act of 1939 (the "Trust Indenture Act"). The debt securities will be subject to all those terms, and prospective purchasers and holders of debt securities and guarantees are referred to the applicable indenture and the Trust Indenture Act for a statement of those terms.

The following summaries of various provisions of the debt securities, the indentures and the guarantees are not complete. They do not describe certain exceptions and qualifications contained in the debt securities, the indentures and the guarantees, and are qualified in their entirety by reference to the provisions of the debt securities, the indentures and the guarantees. Unless otherwise indicated, capitalized terms have the meanings assigned to them in the applicable indenture.

An applicable prospectus supplement will specify the issuer, the co-issuer, if any, the guarantors, if any, whether the debt securities offered thereby will be senior or subordinated debt and whether the debt securities are to be guaranteed. The debt securities may be issued as part of units consisting of debt securities and other securities that Aon Ireland, Aon UK, AGH, Aon Delaware and/or ANA may offer under the prospectus. If debt securities are issued as part of units of debt securities and other securities that Aon Ireland, Aon UK, AGH, Aon Delaware and/or ANA may issue under the prospectus, an applicable prospectus supplement will describe any applicable material federal income tax consequences to holders.

General

The debt securities will be unsecured obligations of the applicable issuer. None of the indentures limit the amount of debt securities that the issuer may issue. Each indenture provides that the issuer may issue debt securities from time to time in one or more series.

The Aon Ireland senior debt securities and any Aon Delaware, ANA, AGH or Aon UK senior debt guarantee will be unsecured and unsubordinated obligations of Aon Ireland and will rank equally in right of payment with Aon Ireland's other unsecured and unsubordinated obligations. The Aon Ireland subordinated debt securities and any Aon Delaware subordinated debt guarantee will be subordinated obligations and will rank junior in right of payment, as more fully described in the applicable subordinated indenture, to Aon Ireland's senior indebtedness. Because Aon Ireland is a holding company, the holders of Aon Ireland debt securities and Aon Delaware debt guarantees may not receive assets of Aon Ireland subsidiaries in a liquidation or recapitalization until the claims of Aon Ireland's subsidiaries' creditors and any insurance policyholders (in the case of Aon Ireland's insurance subsidiaries) are paid, except to the extent that Aon Ireland may have recognized claims against such subsidiaries. In addition, certain regulatory laws limit some of Aon Ireland’s subsidiaries from making payments to Aon Ireland of dividends and on loans and other transfers of funds.

The Aon Delaware senior debt securities and any Aon Ireland, Aon UK, AGH or ANA senior debt guarantee will be unsecured and unsubordinated obligations of Aon Delaware and will rank equally in right of payment with Aon Delaware's other unsecured and unsubordinated obligations. The Aon Delaware subordinated debt securities and any Aon Ireland subordinated debt guarantee will be subordinated obligations and will rank junior in right of payment, as more fully described in the applicable subordinated indenture, to Aon Delaware's senior indebtedness. Because Aon Delaware is a holding company, the holders of Aon Delaware debt securities and Aon Ireland debt guarantees may not receive assets of Aon Delaware's subsidiaries in a liquidation or recapitalization until the claims of Aon Delaware's subsidiaries' creditors and any insurance policyholders (in the case of Aon Delaware's insurance subsidiaries) are paid, except to the extent that Aon Delaware may have recognized claims against such subsidiaries. In addition, certain regulatory laws limit Aon Delaware's subsidiaries from making payments to Aon Delaware of dividends and on loans and other transfers of funds.

An applicable prospectus supplement will describe the specific terms relating to the series of debt securities being offered. These terms will include some or all of the following:

• the name of the issuer and, if appliable, the name of any co-issuer of those debt securities and, if applicable, the name of any guarantor;

• the title of the debt securities and whether the debt securities and, if applicable, the guarantee will be senior or subordinated;

• the total principal amount of the debt securities;

• whether the issuer will issue the debt securities in global form;

• the maturity date or dates of the debt securities;

• the interest rate or rates, if any (which may be fixed or variable), and, if applicable, the method used to calculate the interest rate or rates;

• the date or dates from which interest will accrue and on which interest will be payable and the date or dates used to determine the persons to whom interest will be paid;

• whether the debt securities will be guaranteed;

• the place or places where principal of, and any premium or interest on, the debt securities will be paid;

• whether (and if so, when and under what terms and conditions) the debt securities may be redeemed by the issuer and/or any co-issuer, if applicable, at its and/or their option or at the option of the holders;

• whether there will be a sinking fund;

• if other than U.S. dollars and denominations of $2,000 or any multiple of $1,000, the currency or currencies or currency unit or currency units or composite currency and denomination in which the debt securities will be issued and in which payments will be made;

• if other than the principal amount, the portion of the principal amount of the debt securities that the issuer will pay upon acceleration of the maturity date;

• if the debt securities are not subject to defeasance by the issuer;

• any deletions from, modifications of or additions to the events of default applicable to such debt securities;

• whether the debt securities will be exchangeable for or convertible into other securities or property and the terms and conditions governing such exchange or conversion; and

• any other terms of the debt securities being offered.

If an issuer denominates the purchase price of a series of debt securities in a non-U.S. dollar currency or currencies or a non-U.S. dollar currency unit or units, or if the principal of, or any premium and interest on, any series of debt securities is payable in a non-U.S. dollar currency or currencies or a non-U.S. dollar currency unit or units, an applicable prospectus supplement will describe any special U.S. federal income tax considerations.

The issuer will pay principal and any interest, premium and additional amounts in the manner, at the places and subject to the restrictions set forth in the applicable debt securities, the applicable indenture and any applicable prospectus supplement. The issuer will not impose a service charge for any transfer or exchange of debt securities, but it may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed.

Unless otherwise indicated in an applicable prospectus supplement, each issuer will issue debt securities in fully registered form, without coupons, in denominations of $2,000 or multiples of $1,000 in excess thereof.

The issuer may offer to sell at a substantial discount below their stated principal amount, debt securities bearing no interest or interest at a rate that, at the time of issuance, is below the prevailing market rate. An applicable prospectus supplement will describe any special U.S. federal income tax considerations applicable to any of those discounted debt securities.

The issuer may offer to sell debt securities in which the principal or interest will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. The principal amount or payment of interest applicable to those debt securities may be greater than or less than the amount of principal or interest otherwise payable, depending upon the value of the applicable currency, commodity, equity index or other factor on the date on which that principal or interest is due. An applicable prospectus supplement will describe the methods used to determine the amount of principal or interest payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on that date is linked and certain additional tax considerations applicable to those debt securities.

The indentures do not restrict Aon Ireland’s, Aon UK's, AGH’s, Aon Delaware's or ANA’s ability to incur unsecured indebtedness or, subject to the restrictions described in "-Consolidation and Merger," to engage in reorganizations, restructurings, mergers, consolidations or similar transactions that have the effect of increasing Aon Ireland, Aon UK's, AGH’s, Aon Delaware's or ANA’s indebtedness. Accordingly, unless an applicable prospectus supplement states otherwise, neither the debt securities nor any guarantees will contain any provisions that afford holders protection against an issuer or, if applicable, the guarantor incurring unsecured indebtedness or engaging in certain reorganizations or transactions. As a result, Aon Ireland, Aon UK, AGH Aon Delaware and/or ANA could become highly leveraged.

Events of Default

With respect to any series of debt securities, "event of default" means any of the following:

• failure to pay the principal of, or any premium on, any debt security of that series when due;

• failure to pay the interest or any additional amount on any debt security of that series when due and such failure continues for 30 days;

• if that series of debt securities is guaranteed, the cessation of any guarantee of any debt security of that series to be in full force and effect, the declaration that any guarantee of those debt securities is null and void and unenforceable, the finding that any guarantee of those debt securities is invalid or the denial by any guarantor of its liability under its guarantee of those debt securities (other than by reason of the release of such guarantor in accordance with the terms of the applicable indenture);

• failure by the issuer or, if applicable, a guarantor to comply with any of its other covenants or agreements contained in the applicable indenture and the continuation of that failure for 90 days after written notice of that failure is given to such issuer or, if applicable, a guarantor from the applicable trustee (or to the issuer and, if applicable, a guarantor and that trustee from the holders of at least 25% in principal amount of the outstanding debt securities of that series);

• certain events of bankruptcy, insolvency or reorganization relating to the issuer or, if applicable, a guarantor;

• if that series of debt securities is convertible or exchangeable into other securities or property, default in the delivery of any other securities or property, as applicable, when required to be delivered upon conversion or exchange of any debt security of that series, and continuance of such default for a period of 10 business days; and

• any other event of default provided with respect to debt securities of that series that is described in an applicable prospectus supplement.

If there is a continuing event of default with respect to any outstanding series of debt securities, the applicable trustee or the holders of at least 25% of the outstanding principal amount of the debt securities of that series may require the issuer or, if applicable, any guarantor to pay immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and accrued and unpaid interest, if any, on all debt securities of that series. However, at any time after that trustee or the holders, as the case may be, declare that acceleration with respect to debt securities of any series, but before the applicable person has obtained a judgment or decree for payment of the money, the holders of a majority in principal amount of the outstanding debt securities of that series may, under certain conditions, cancel such acceleration if (i) all events of default (other than the non-payment of accelerated principal) with respect to debt securities of that series have been cured or (ii) all such events of default have been waived, each as provided in the applicable indenture. (Section 6.01 of the indentures) For information as to waiver of defaults, see "-Modification and Waiver." The particular provisions relating to acceleration of the maturity of a portion of the principal amount of such debt securities that are discount securities triggered by an event of default shall be described in an applicable prospectus supplement.

Each indenture provides that, subject to the duties of the applicable trustee to act with the required standard of care if there is a continuing event of default, the applicable trustee need not exercise any of its rights or powers under the indenture at the request or direction of any of the holders of debt securities, unless those holders have offered to the applicable trustee security or indemnity reasonably satisfactory to it. (Section 7.02 of the indentures) Subject to those provisions for security or indemnification of the applicable trustee and certain other conditions, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the applicable trustee or exercising any trust or power that trustee holds, in each case, with respect to the debt securities of that series. (Section 6.06 of the indentures)

No holder of any debt security of any series will have any right to institute any proceeding with respect to any indenture or for any remedy under the applicable indenture unless:

• the applicable trustee has failed to institute the proceeding for 60 days after the holder has previously given that trustee written notice of a continuing event of default with respect to debt securities of that series;

• the holders of at least 25% in principal amount of the outstanding debt securities of that series have made written request, and offered reasonable security or indemnity, to the applicable trustee to institute the proceeding as trustee; and

• the applicable trustee has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request.

However, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, and any premium or interest on, that debt security on or after the date or dates they are to be paid as expressed in or pursuant to that debt security and to institute suit for the enforcement of any such payment.

Each indenture provides that the applicable trustee shall provide notice to the holders of debt securities of any series within 90 days of the occurrence of any default with respect to debt securities of that series known to such trustee, except that the trustee need not provide holders of debt securities of any series notice of any default (other than the non-payment of principal or any premium, interest or additional amounts) if such default has been cured and the applicable trustee considers it in the interest of the holders of debt securities of that series not to provide that notice.

Consolidation and Merger

Each indenture provides that each of the issuer and the guarantors may consolidate with or merge or convert into, or convey, transfer or lease its or their properties or assets substantially as an entirety to, another person without the consent of any debt security holders if, along with certain other conditions set forth in the indentures:

• the issuer or such guarantor, as the case may be, is the successor person; or

• the successor person (if other than the issuer or such guarantor, as the case may be) formed by such consolidation or conversion or into which the issuer or such guarantor, as the case may be, merges or converts or which acquires or leases the assets of the issuer or such guarantor, as the case may be, substantially as an entirety;

• in the case of Aon Delaware, is a corporation or other entity organized and existing under the laws of the United States, any state thereof or the District of Columbia; and

• in the case of either Aon Ireland, Aon UK, AGH, Aon Delaware or ANA, expressly assumes by supplemental indenture the obligations of the issuer or the guarantor, as the case may be, in relation to the debt securities or such guarantees, as the case may be, and under the applicable indenture;

• immediately after giving effect to such transaction, there is no event of default, and no event which, after notice or passage of time or both, would become an event of default; and

• Aon Ireland, Aon UK, AGH, Aon Delaware or ANA, as the case may be, has delivered to the trustee an officers' certificate stating that the transaction complies with the conditions set forth in the applicable indenture.

It is possible that a merger, transfer, lease or other transaction could be treated for U.S. federal income tax purposes as a taxable exchange by the holders of debt securities or guarantees for new securities, which could result in holders of debt securities or guarantees recognizing taxable gain or loss for U.S. federal income tax purposes. A merger, transfer, lease or other transaction could also have adverse tax consequences to holders of debt securities or guarantees under other tax laws to which the holders are subject.

Payment of Additional Amounts

Payments made by the issuer or a paying agent, as applicable, on the debt securities, or in respect to the guarantees, will be made free and clear of and without withholding or deduction for or on account of any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever imposed or levied by or on behalf of the government of Ireland, the United Kingdom or the United States, as applicable (each, a "Home Country Jurisdiction"), of any territory of a Home Country Jurisdiction or by any authority or agency therein or thereof having the power to tax ("Taxes"), unless the issuer or a paying agent is required to withhold or deduct Taxes by law.

If the issuer or a paying agent is required to withhold or deduct any amount for or on account of Taxes from any payment made with respect to the debt securities or the guarantees, the issuer will pay such additional amounts as may be necessary so that the net amount received by each beneficial owner (including additional amounts) after such withholding or deduction will not be less than the amount the beneficial owner would have received if the Taxes had not been withheld or deducted; provided that no additional amounts will be payable with respect to Taxes:

• that would not have been imposed but for the existence of any present or former connection between such holder or beneficial owner of the debt securities or guarantees, as applicable (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership or corporation), and such Home Country Jurisdiction or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled thereof or a national thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein;

• that are estate, inheritance, gift, sales, transfer, personal property, wealth or similar taxes, duties, assessments or other governmental charges;

• payable other than by withholding from payments of principal of and premium, if any, or interest, if any, on the debt securities or the guarantees, as applicable;

• that would not have been imposed but for the failure of the applicable recipient of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent: such compliance is required by applicable law or administrative practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes; and at least 30 days before the first payment date with respect to which such additional amounts shall be payable, the applicable guarantor, as the case may be, has notified such recipient in writing that such recipient is required to comply with such requirement;

• that would not have been imposed but for the presentation of the relevant debt security or guarantee (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later;

• that are imposed or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), as of the issue date of the debt securities (or any amended or successor version of such sections), any regulations promulgated thereunder, any official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code;

• that would not have been imposed if presentation for payment of the relevant debt security or guarantee had been made to a paying agent other than the paying agent to which the presentation was made; or

• any combination of the foregoing items;

nor shall additional amounts be paid with respect to any payment of the principal of or premium, if any, or interest, if any, on any debt security or any payment in respect of any guarantee to any such holder or beneficial owner who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional amounts had it been the holder of the debt security.

All references herein, other than under "-Defeasance" below, to the payment of the principal of or premium, if any, or interest, if any, on or the net proceeds received on the sale or exchange of, any debt securities or any payment in respect of any guarantee shall be deemed to include additional amounts to the extent that, in that context, additional amounts are, were or would be payable.

Aon Ireland’s, Aon UK's, AGH’s, Aon Delaware's and ANA’s obligations to pay additional amounts if and when due will survive the termination of the indentures and the payment of all other amounts in respect of the debt securities.

If, as a result of Aon Ireland, Aon UK's, AGH’s Aon Delaware's or ANA’s consolidation, merger with or conversion into a successor person organized under the laws of a jurisdiction other than Ireland, the United Kingdom or the United States (or, in each case, any political subdivision or taxing authority thereof) as described under "-Consolidation and Merger" above, or the conveyance, transfer or lease by Aon Ireland, Aon UK, AGH, Aon Delaware or ANA of its assets substantially as an entirety to such successor person, and such an entity expressly assumes the obligations of Aon Ireland, Aon UK, AGH Aon Delaware or ANA under the indentures and any

outstanding debt securities or guarantees, as applicable, such successor person will pay additional amounts on the same basis as described above, except that references to a "Home Country Jurisdiction" will be treated as references to Ireland, the United Kingdom, the United States and the country in which such successor person is organized or resident (or deemed resident for tax purposes).

Optional Tax Redemption

The issuer may redeem any series of debt securities in whole, but not in part, at its option at any time prior to maturity, upon the giving of not less than either 10 or 30, as applicable, nor more than 90 days' notice of tax redemption to the holders, at a redemption price equal to the principal amount of such series of debt securities plus accrued and unpaid interest, if any, to the redemption date (except in the case of discounted debt securities, which may be redeemed at the redemption price specified by the terms of each series of such debt securities), if:

• the issuer determines that, as a result of any change in, amendment to or announced proposed change in the laws or any regulations or rulings promulgated thereunder of a Home Country Jurisdiction (or of any political subdivision or taxing authority thereof) or, in the event of the assumption of the issuer's or a guarantor's obligations under the debt securities or guarantee, as applicable, by a successor person not organized under the laws of a Home Country Jurisdiction (or, in each case, any political subdivision or taxing authority thereof as described under "-Consolidation and Merger" above), the jurisdiction in which such successor person is organized (or deemed resident for tax purposes), or any change in the application or official interpretation of such laws, regulations or rulings, or (in either case) any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a party, which change, execution or amendment becomes effective on or after (i) the issue date of the applicable debt securities or guarantee, (ii) in the event of the assumption by a successor person of the issuer's or any guarantor's obligations under the applicable indenture and the debt securities or guarantee, as applicable, as described under "-Consolidation and Merger" above, under the laws of a jurisdiction other than a Home Country Jurisdiction (or, in each case, any political subdivision or taxing authority thereof), with respect to taxes imposed by such other jurisdiction, the date of the transaction resulting in such assumption or (iii) such other date specified with respect to the debt securities or guarantee, as applicable, and, in the case of each of (i), (ii) or (iii), the issuer, a guarantor or such successor person, as applicable, would be required to pay additional amounts (as described under "-Payment of Additional Amounts" above) with respect to that series of debt securities or under a guarantee, as the case may be, on the next succeeding interest payment date for the relevant debt securities and the payment of such additional amounts cannot be avoided by the use of reasonable measures available to the issuer, a guarantor or such successor person, as applicable; or

• the issuer determines, based upon an opinion of independent counsel of recognized standing that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, a Home Country Jurisdiction (or any political subdivision or taxing authority thereof) or, in the event of the assumption of the issuer's or a guarantor's obligations under the debt securities or guarantee, as applicable, by a successor person not organized under the laws of a Home Country Jurisdiction (or, in each case, any political subdivision thereof as described under "-Consolidation and Merger" above), the jurisdiction in which such successor person is organized (or deemed resident for tax purposes), which action is taken or brought on or after (i) the issue date of the applicable debt securities or guarantee, (ii) in the event of the assumption by a successor person of the issuer's or a guarantor's obligations under the applicable indenture and the debt securities or guarantee, as applicable, as described under "-Consolidation and Merger" above, under the laws of a jurisdiction other than a Home Country Jurisdiction (or, in each case, any political subdivision or taxing authority thereof), with respect to taxes imposed by such other jurisdiction, the date of the transaction resulting in such assumption or (iii) such other date specified with respect to the debt securities and, in the case of each of (i), (ii) and (iii), there is a substantial probability that the circumstances described above would exist.

No notice of any such redemption may be given earlier than 90 days prior to the earliest date on which Aon Ireland, Aon UK, AGH, Aon Delaware, ANA or such successor person, as applicable, would be obligated to pay any additional amounts.

Aon Ireland, Aon UK, AGH, Aon Delaware, ANA or such successor person will also pay to each holder, or make available for payment to each such holder, on the redemption date, any additional amounts (as described under "-Payment of Additional Amounts" above) resulting from the payment of such redemption price by it. Prior to the delivery of any notice of redemption, Aon Ireland, Aon UK, AGH, Aon Delaware, ANA or such successor person will deliver to the trustee an officer's certificate stating that it is entitled to effect or cause a redemption and setting forth a statement of facts showing that the conditions precedent of the right so to redeem or cause such redemption have occurred, and in the case of a redemption based on an opinion of independent counsel referred to in the second bullet above, such independent counsel's opinion. Delivery of any notice of redemption will be conclusive and binding on the holders of the securities being redeemed.

Any notice of redemption will be irrevocable once an officer's certificate has been delivered to the trustee.

Defeasance

Defeasance and Discharge. Unless the debt securities of any series provide otherwise, the issuer and, if applicable, the guarantor may be discharged from any and all obligations in respect of the debt securities of that series and any related guarantee, as applicable (except for certain obligations to register the transfer or exchange of debt securities of that series, to replace stolen, destroyed, lost or mutilated debt securities of that series, to maintain paying agencies, to execute and furnish definitive securities evidenced by temporary securities, to return moneys deposited with or paid to the applicable trustee or any paying agent remaining unclaimed for three years, to compensate and indemnify the applicable trustee or to furnish such trustee (if that trustee is not the registrar) with the names and addresses of holders of debt securities of that series). This discharge, referred to as defeasance, will occur only if, among other things:

• the issuer or, if applicable, the guarantor or both irrevocably deposit with the applicable trustee, in trust, money and/or securities of the government which issues the currency in which the debt securities of that series are payable or securities of agencies backed by the full faith and credit of that government, which, through the payment of interest and principal in accordance with their terms, will provide, in the opinion of a nationally recognized public accounting firm, enough money to pay each installment of principal of, and any premium and interest on, and any additional amounts known to be payable at the time of such defeasance and discharge and any mandatory sinking fund payments in respect of, the debt securities of that series on the applicable due dates for those payments in accordance with the terms of those debt securities; and

• the issuer or, if applicable, the guarantor delivers to the applicable trustee an opinion of counsel confirming that the holders of the debt securities of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the discharge had not occurred.

That opinion must state that the issuer or, if applicable, the guarantor has received from the U.S. Internal Revenue Service a ruling or, since the date of execution of the applicable indenture, there has been a change in the applicable United States federal income tax law, in any case, in support of that opinion.

In addition, the issuer or, if applicable, the guarantor or both may also obtain a discharge of either indenture with respect to all debt securities issued under that indenture and any related guarantee, as applicable, by depositing with the applicable trustee, in trust, enough money to pay all amounts due on the debt securities on the date those payments are due or upon redemption of all of those debt securities, so long as those debt securities are by their terms to become due and payable within one year or are to be called for redemption within one year.

Defeasance of Certain Covenants and Certain Events of Default. Unless the debt securities of any series provide otherwise, upon compliance with certain conditions:

• the issuer and, if applicable, the guarantor may omit to comply with any provision of the applicable indenture (except for certain obligations to register the transfer or exchange of debt securities of that series, to replace stolen,

destroyed, lost or mutilated debt securities of that series, to maintain paying agencies, to execute and furnish definitive securities evidenced by temporary securities, to return moneys deposited with or paid to the trustee or any paying agent on any debt security and not applied to payments on the debt securities but remaining unclaimed for three years, to punctually pay the principal of and premium or interest, if any, on the debt securities, to deliver to the trustee an annual statement as to default, to adhere to the covenants with respect to payment on the debt securities on default, to adhere to the resignation or removal procedures regarding the trustee, to compensate and indemnify the applicable trustee or to furnish that trustee (if that trustee is not the registrar) with the names and addresses of holders of debt securities of that series), including the covenant described under "-Consolidation and Merger"; and

• any omission to comply with those covenants will not constitute an event of default with respect to the debt securities of that series ("covenant defeasance").

The conditions include, among other things:

• irrevocably depositing with the applicable trustee, in trust, money and/or securities of the government which issues the currency in which the debt securities of that series are payable or securities of agencies backed by the full faith and credit of that government, which, through the payment of interest and principal in accordance with their terms, will provide, in the opinion of a nationally recognized public accounting firm, enough money to pay each installment of principal of, any premium and interest on, and any additional amounts known to be payable at the time of such covenant defeasance and any mandatory sinking fund payments in respect of, the debt securities of that series on the applicable due dates for those payments in accordance with the terms of those debt securities; and

• delivering to the applicable trustee an opinion of counsel to the effect that the beneficial owners of the debt securities of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the covenant defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred.

Covenant Defeasance and Certain Other Events of Default. If the issuer or, if applicable, the guarantor exercises or both exercise the option to effect a covenant defeasance with respect to the debt securities of any series as described above and the debt securities of that series are thereafter declared due and payable because of an event of default (other than an event of default caused by failing to comply with the covenants that are defeased), the amount of money and securities it has or they have deposited with the applicable trustee would be sufficient to pay amounts due on the debt securities of that series on their respective due dates but may not be sufficient to pay amounts due on the debt securities of that series at the time of acceleration resulting from that event of default. However, the issuer and, if applicable, the guarantor would remain liable for any shortfall.

Modification and Waiver

Each indenture provides that the issuer and, if applicable, the guarantor may enter into supplemental indentures with the applicable trustee without the consent of the holders of debt securities to:

• document the fact that a successor entity has assumed the issuer's or, if applicable, the co-issuer and/or guarantor's obligations;

• add covenants or events of default or to surrender any right or power conferred upon the issuer or, if applicable, the co-issuer and/or guarantor for the benefit of the holders of debt securities;

• add or change such provisions as are necessary to permit the issuance of global debt securities;

• cure any ambiguity or correct any inconsistency in the indenture or in the terms of the debt securities as shall not adversely affect the interests of the holders of debt securities in any material respect;

• conform the applicable indenture or the terms of the debt securities or guarantees to any terms set forth in this prospectus or an applicable prospectus supplement;

• document the fact that a successor trustee has been appointed; or

• establish the forms and terms of debt securities of any series.

The issuer and, if applicable, the guarantor may enter into a supplemental indenture to modify an indenture with the consent of the applicable trustee and the holders of at least a majority in principal amount of outstanding debt securities of each series affected by such supplemental indenture. However, the issuer and, if applicable, the guarantor may not modify an indenture without the consent of the holders of all then-outstanding debt securities of the affected series issued under that indenture to:

• extend the maturity date of, or change the due date of any installment of principal of or interest on, or payment of additional amounts with respect to, the debt securities of that series;

• reduce the principal amount of, or any premium payable or interest rate on, the debt securities of that series;

• reduce the amount due and payable upon acceleration or make payments thereon payable in any currency other than that provided in that debt security;

• make any change that adversely affects the right, if any, to convert or exchange any debt security for shares or other securities or property in accordance with its terms;

• impair the right to institute suit for the enforcement of any such payment on or after its due date; or

• reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is necessary to effect any such modification or amendment of the indenture, for waiver of compliance with certain covenants and provisions in the indenture or for waiver of certain defaults.

The holders of at least a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive any past default under the applicable indenture with respect to that series, except a default in the payment of the principal of or any premium or any interest on, any debt security of that series or in respect of a provision which under the applicable indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of that affected series.

Global Securities

The debt securities of a series may be issued in whole or in part in the form of one or more global certificates that the issuer will deposit with a depositary identified in an applicable prospectus supplement. Unless and until it is exchanged in whole or in part for the individual debt securities that it represents, a global security may not be transferred except as a whole:

• by the applicable depositary to a nominee of the depositary;

• by any nominee to the depositary itself or another nominee; or

• by the depositary or any nominee to a successor depositary or any nominee of the successor.

An applicable prospectus supplement will describe the specific terms of the depositary arrangement with respect to a series of debt securities. The following provisions are anticipated to generally apply to depositary arrangements.

When a global security is issued, the depositary for the global security or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual debt securities represented by that global security to the accounts of persons that have accounts with the depositary ("participants"). Those accounts will be designated by the dealers, underwriters or agents with respect to the underlying debt securities or by the issuer if those debt securities are offered and sold directly by the issuer. Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through participants. For interests of participants, ownership of beneficial interests in the global security will be shown on records maintained by the applicable depositary or its nominee. For interests of persons other than participants, that ownership information will be shown on the records of participants. Transfer of that ownership will be effected only through those records. The laws of some states require that certain purchasers of securities take physical delivery of securities in definitive form. These limits and laws may impair Aon Ireland’s, Aon UK's, Aon Delaware’s, ANA’s or AGH’s ability to transfer beneficial interests in a global security.

As long as the depositary for a global security, or its nominee, is the registered owner of that global security, the depositary or nominee will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the applicable indenture. Except as provided below, owners of beneficial interests in a global security:

• will not be entitled to have any of the underlying debt securities registered in their names;

• will not receive or be entitled to receive physical delivery of any of the underlying debt securities in definitive form; and

• will not be considered the owners or holders under the indenture relating to those debt securities.

Payments of the principal of, any premium on and any interest on individual debt securities represented by a global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee as the registered owner of the global security representing such debt securities. No issuer, guarantor, trustee, paying agent or registrar for the debt securities will be responsible for any aspect of the records relating to or payments made by the depositary or any participants on account of beneficial interests in the global security.

It is expected that the depositary or its nominee, upon receipt of any payment of principal, any premium or interest relating to a global security representing any series of debt securities, immediately will credit participants' accounts with the payments. Those payments will be credited in amounts proportional to the respective beneficial interests of the participants in the principal amount of the global security as shown on the records of the depositary or its nominee. It is also expected that payments by participants to owners of beneficial interests in the global security held through those participants will be governed by standing instructions and customary practices. This is now the case with securities held for the accounts of customers registered in "street name." Those payments will be the sole responsibility of those participants.

If the depositary for a series of debt securities is at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed within 90 days, the issuer will issue individual debt securities of that series in exchange for the global security or securities representing that series. In addition, the issuer may at any time in its sole discretion determine not to have any debt securities of a series represented by one or more global securities. In that event, the issuer will issue individual debt securities of that series in exchange for the global security or securities. Furthermore, if specified in an applicable prospectus supplement, an owner of a beneficial interest in a global security may, on terms acceptable to the issuer, the trustee and the applicable depositary, receive individual debt securities of that series in exchange for those beneficial interests. The foregoing is subject to any limitations described in an applicable prospectus supplement. In any such instance, the owner of the beneficial interest will be entitled to physical delivery of individual debt securities equal in principal amount to the beneficial interest and to have the debt securities registered in its name. Those individual debt securities will be issued in any authorized denominations.

Subordination under the Aon Ireland Subordinated Debt Indenture

The Aon Ireland subordinated debt securities and the Aon Ireland subordinated debt guarantees will be subordinate and junior in right of payment to all senior indebtedness of Aon Ireland and Aon Delaware, respectively, to the extent provided in the Aon Ireland subordinated debt indenture. Neither Aon Ireland, as issuer, nor Aon Delaware, ANA, Aon UK or AGH, as an Aon Ireland subordinated debt guarantor, may make any payments on account of principal or any premium, redemption, interest or any other amount payable under the Aon Ireland subordinated debt securities or the Aon Ireland subordinated debt guarantees, as the case may be, at any time when it has defaulted with respect to payment of principal or any premium, interest, sinking fund or other payment due on its senior indebtedness. If either Aon Ireland, as issuer, or Aon Delaware, ANA, Aon UK or AGH, as an Aon Ireland subordinated debt guarantor, makes any payment described in the foregoing sentence before all of its senior indebtedness is paid in full, such payment or distribution will be applied to pay off the applicable senior indebtedness which remains unpaid. Subject to the condition that the senior indebtedness of Aon Ireland or Aon Delaware, as the case may be, is paid in full, if any such payments are made on the senior indebtedness of Aon Ireland or Aon Delaware, as the case may be, as described above, the holders of Aon Ireland subordinated debt

securities or Aon Ireland subordinated debt guarantees will be subrogated to the rights of the senior debt security holders of Aon Ireland or Aon Delaware, as the case may be.

The Aon Ireland subordinated debt indenture defines the term "senior indebtedness" to mean:

• all indebtedness of Aon Ireland or Aon Delaware, as the case may be, whether outstanding on the date of the Aon Ireland subordinated debt indenture or incurred later, for money borrowed (other than Aon Ireland subordinated debt securities or Aon Delaware subordinated debt securities, as the case may be) or otherwise evidenced by a note or similar instrument given in connection with the acquisition of any property or assets (other than inventory or other similar property acquired in the ordinary course of business), including securities or for the payment of money relating to a capitalized lease obligation (as defined in the Aon Ireland subordinated debt indenture);

• any indebtedness of others described in the preceding bullet point which Aon Ireland or Aon Delaware, as the case may be, has guaranteed or which is otherwise its legal obligation;

• any of Aon Ireland's or Aon Delaware's, as the case may be, indebtedness under interest rate swaps, caps or similar hedging agreements and foreign exchange contracts, currency swaps or similar agreements; and

• renewals, extensions, refundings, restructurings, amendments and modifications of any indebtedness or guarantee

described above.

"Senior indebtedness" does not include:

• any indebtedness of Aon Ireland or Aon Delaware, as the case may be, to its subsidiaries; or

• any indebtedness of Aon Ireland or Aon Delaware, as the case may be, which by its terms ranks equal or subordinated to the Aon Ireland subordinated debt securities or Aon Ireland subordinated debt guarantees in rights of payment or upon liquidation.

Because of the subordination provisions described above, some of the general creditors of Aon Ireland, Aon UK, AGH, Aon Delaware, or ANA, as the case may be, may recover proportionately more than holders of the Aon Ireland subordinated debt securities or Aon Ireland subordinated debt guarantees if the assets of Aon Ireland, Aon UK, AGH, Aon Delaware, or ANA as the case may be, are distributed as a result of insolvency or bankruptcy. The Aon Ireland subordinated debt indenture provides that the subordination provisions will not apply to cash, properties and securities held in trust pursuant to the satisfaction and discharge and the legal defeasance provisions of the Aon Ireland subordinated debt indenture. See "-Defeasance" for additional information regarding the legal defeasance provisions affecting the subordinated debt.

The approximate amount of senior indebtedness outstanding for each of Aon Ireland, Aon UK, AGH, Aon Delaware and ANA as of a recent date will be set forth (or incorporated by reference) in any prospectus supplement under which Aon Ireland offers to sell Aon Ireland subordinated debt securities.

Subordination under the Aon Delaware Subordinated Debt Indenture

The Aon Delaware subordinated debt securities and the Aon Delaware subordinated debt guarantees will be subordinate and junior in right of payment to all senior indebtedness of Aon Delaware, ANA, AGH, Aon Ireland and Aon UK, respectively, to the extent provided in the Aon Delaware subordinated debt indenture. Neither Aon Delaware, as issuer, nor Aon UK, Aon Ireland AGH or ANA, as an Aon Delaware subordinated debt guarantor, may make any payments on account of principal or any premium, redemption, interest or any other amount payable under the Aon Delaware subordinated debt securities or the Aon Delaware subordinated debt guarantees, as the case may be, at any time when it has defaulted with respect to payment of principal or any premium, interest, sinking fund or other payment due on its senior indebtedness. If either Aon Delaware, as issuer, or Aon UK, Aon Ireland AGH or ANA, as an Aon Delaware subordinated debt guarantor, makes any payment described in the foregoing sentence before all of its senior indebtedness is paid in full, such payment or distribution will be applied to pay off the applicable senior indebtedness which remains unpaid. Subject to the condition that the senior indebtedness of Aon Delaware, ANA Aon Ireland, AGH, or Aon UK, as the case may be, is paid in full, if any such payments are made

on the senior indebtedness of Aon Delaware, ANA, Aon Ireland, AGH, or Aon UK, as the case may be, as described above, the holders of Aon Delaware subordinated debt securities or Aon Delaware subordinated debt guarantees will be subrogated to the rights of the senior debt security holders of Aon Delaware, ANA, Aon Ireland, AGH, or Aon UK, as the case may be.

The Aon Delaware subordinated debt indenture defines the term "senior indebtedness" to mean:

• all indebtedness of Aon Delaware or Aon Ireland, as the case may be, whether outstanding on the date of the Aon Delaware subordinated debt indenture or incurred later, for money borrowed (other than Aon Delaware subordinated debt securities or Aon Ireland subordinated debt securities, as the case may be) or otherwise evidenced by a note or similar instrument given in connection with the acquisition of any property or assets (other than inventory or other similar property acquired in the ordinary course of business), including securities or for the payment of money relating to a capitalized lease obligation (as defined in the Aon Delaware subordinated debt indenture);

• any indebtedness of others described in the preceding bullet point which Aon Delaware or Aon Ireland, as the case may be, has guaranteed or which is otherwise its legal obligation;

• any of Aon Delaware's or Aon Ireland's, as the case may be, indebtedness under interest rate swaps, caps or similar hedging agreements and foreign exchange contracts, currency swaps or similar agreements; and

• renewals, extensions, refundings, restructurings, amendments and modifications of any indebtedness or guarantee

described above.

"Senior indebtedness" does not include:

• any indebtedness of Aon Delaware or Aon Ireland, as the case may be, to its subsidiaries; or

• any indebtedness of Aon Delaware or Aon Ireland, as the case may be, which by its terms ranks equal or subordinated to the Aon Delaware subordinated debt securities or Aon Delaware subordinated debt guarantees in rights of payment or upon liquidation.

Because of the subordination provisions described above, some of the general creditors of Aon Delaware, AGH, or Aon Ireland, as the case may be, may recover proportionately more than holders of the Aon Delaware subordinated debt securities or Aon Delaware subordinated debt guarantees if the assets of Aon Ireland, AGH, or Aon Delaware, as the case may be, are distributed as a result of insolvency or bankruptcy. The Aon Delaware subordinated debt indenture provides that the subordination provisions will not apply to cash, properties and securities held in trust pursuant to the satisfaction and discharge and the legal defeasance provisions of the Aon Delaware subordinated debt indenture. See "-Defeasance" for additional information regarding the legal defeasance provisions affecting the subordinated debt.

Aon Delaware will set forth (or incorporate by reference) the approximate amount of senior indebtedness outstanding for each of Aon Delaware, AGH, and Aon Ireland as of a recent date in any prospectus supplement under which Aon Delaware offers to sell Aon Delaware subordinated debt securities.

Guarantees

Under each guarantee, the applicable guarantor will unconditionally guarantee the due and punctual payment of the principal, interest (if any), premium (if any) and all other amounts due on the applicable debt securities and under the indenture when the same shall become due and payable, whether at maturity, pursuant to mandatory or optional redemption or repayments, by acceleration or otherwise, in each case after any applicable grace periods or notice requirements, according to the terms of the applicable debt securities.

The obligations of each guarantor under the guarantees will be full and unconditional, joint and several, regardless of the enforceability of the applicable debt securities, and will not be discharged until all obligations

under those debt securities and the applicable indenture are satisfied. Holders of the applicable debt securities may proceed directly against a guarantor under the applicable guarantee if an event of default affecting those debt securities occurs without first proceeding against the issuer.

Conversion Rights

An applicable prospectus supplement will describe the terms and conditions, if any, on which debt securities being offered are convertible into any other securities. Such terms will include the conversion price, the conversion period, provisions as to whether conversion will be at the issuer's option or the option of the holder, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of those debt securities.

Regarding the Trustee

The issuers have commercial deposits and custodial arrangements with The Bank of New York Mellon Trust Company, N.A. ("BNYM") and may have borrowed money from BNYM in the normal course of business. The issuers may enter into similar or other banking relationships with BNYM in the future in the normal course of business. In addition, the issuers have provided brokerage and other insurance services in the ordinary course of their respective businesses for BNYM. BNYM may also act as trustee with respect to other debt securities one or more of the issuers have issued.

BNYM will be serving as the trustee under the senior indentures and the subordinated indentures. Consequently, if an actual or potential event of default occurs with respect to either the senior debt securities or the subordinated debt securities, BNYM may be considered to have a conflicting interest for purposes of the Trust Indenture Act. In that case, BNYM may be required to resign under one or more indentures, and the applicable issuer and, if applicable, the applicable guarantor would be required to appoint a successor trustee. For this purpose, a "potential" event of default means an event that would be an event of default if the requirements for giving Aon Ireland, Aon UK, AGH, Aon Delaware or ANA default notice or for the default having to exist for a specific period of time were disregarded.

Governing Law

The debt securities, the guarantees and the indentures will be governed by and construed in accordance with the laws of the State of New York, except that, as the indentures specify, the subordination provisions of each series of Aon Ireland subordinated debt securities, any Aon Delaware subordinated debt guarantee and the Aon Ireland subordinated indenture, as they apply to Aon Ireland, will be governed by and construed in accordance with the laws of Ireland (other than the appointment of any attorney-in-fact, which shall be governed by the laws of the State of New York).

EX-10.60

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is effective as of January 2, 2026, between Aon Corporation (the “Company”), and Andy Marcell (the “Executive”); each referred to as a “Party”, and both referred to collectively as the “Parties.”

WHEREAS, the Executive currently is CEO of Global Solutions, and an at-will employee.

WHEREAS, the Company desires to continue to employ the Executive, and the Executive is willing to continue to be so employed;

WHEREAS, the Company and the Executive previously entered into a Letter Agreement confirming certain terms and conditions of employment dated as of August 3, 2015 (the “Prior Agreement”);

WHEREAS, upon execution of this Agreement by the Company and the Executive, the Prior Agreements and any other employment agreement between Executive and the Company (including its affiliates), shall be superseded in their entirety and shall have no further force or effect (except as otherwise explicitly set forth herein);

WHEREAS, the Executive remains an eligible executive under the Aon plc Amended and Restated Senior Executive Combined Severance and Change in Control Plan (the “SE Plan”) and benefits thereunder; and

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:

1.Employment Term and Renewal. The Company will continue to employ the Executive, and the Executive will continue to be employed, upon the terms and subject to the conditions contained in this Agreement. The term of employment of the Executive pursuant to this Agreement (the “Employment Period”) shall commence effective as of January 1, 2026 (the “Effective Date”) and shall end on December 31, 2030, unless earlier terminated pursuant to Section 4 hereof or extended pursuant to this Agreement. This Agreement may be renewed by mutual written agreement of the parties hereto. If it is not so renewed, and the Executive and the Executive’s employment with the Company continues following the expiration of the Employment Period, such employment shall be on an at-will basis. For the avoidance of doubt, the expiration of the Agreement is not a Qualifying Termination under the Company’s SE Plan.

a.Notice of Termination.

i.Either Party may notify the other that Executive’s employment will be terminated upon the expiration of the Employment Period at any point prior to the expiration of the Employment Period. Each Party agrees to provide a minimum of (1) three hundred and sixty-five (365) days’ advanced written notice, if notice is given between January 1, 2026 and December, 31, 2027 (“First Notice”) and/or (2) seven hundred and thirty (730) days’ advance written notice if notice is given between January 1, 2028 and December 31, 2030 (“Second Notice”) of such intent to terminate his employment (collectively, the “Notice Periods”). At any point after January 1, 2028 where Executive provides Second Notice, the Employment Period shall automatically be extended for the full duration of the applicable Notice Period. During the Notice Period, the Executive shall remain employed by the Company and shall continue to be entitled to all compensation, benefits, and other rights provided under this Agreement as if the Employment Period had not expired, subject to the terms and conditions herein. Second Notice may be given up to and including on December 31, 2030.  

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In the event that the Executive has not provided advance notice as described above prior to the expiration of the Employment Period, the Executive shall be converted to an at-will employee upon the end of the Employment Period. During the Noncompetition Period (defined below), the Executive will provide any prospective employer the Executive is considering an offer from with notice of the obligations set forth in Sections 7 and 8 of this Agreement at least ten (10) days before accepting such offer.

ii.Company will have the right to place the Executive on administrative leave subject to specific guidelines (a “Garden Leave”) during the Notice Periods. This right will also apply if the Executive provides advance notice of intent not to renew the term of this Agreement. The Executive will remain an employee of the Company during the Garden Leave with continued Base Salary, Annual Bonus, and benefits during the Garden Leave period. Annual Bonus will be calculated based on 100% funding of target annual incentive for the entirety of the applicable Notice period (i.e., for the term of the First Notice or the Second Notice). The Company’s guidelines for the Garden Leave may include, among other things, modifications, restrictions, or limitations on permitted contact with the workplace, facilities, equipment, computer systems, colleagues, clients, suppliers, distributors, and other business relationships that relate to the operation of the Company’s business. The Executive will not undertake employment with any other employer (as an employee, consultant, or otherwise) during the Garden Leave period without written authorization of the Company, and will remain available to perform work for the Company during the Garden Leave period and will perform such Transition Duties as are reasonable and necessary for the retention of business for the Company such as but not limited to transitioning (i) job duties and responsibilities to individual designated by the Company; (ii) client relationships to the Company designated colleague; and (iii) such additional tasks and responsibilities as may be requested from time to time by the Company’s Chief Executive Officer (“CEO”) for purposes of transition responsibilities and/or business relationships related to Executive’s position.

iii.In the event that the Executive fails to comply with the requirements of Sections 1(a)(i) or (ii), the Company shall be entitled to seekan injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). The equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief, including, without limitation, any and all damages (direct and consequential) caused by, or with respect to which the Executive’s breach was a contributing cause, including costs related to expenses incurred in filling the Executive’s position (such as, but not limited to, any recruiting or executive search firm fees) and losses resulting from the loss of customers or other business relationships that the Executive fails to use reasonable efforts to help the Company retain in accordance with this Section 1(a).

iv.Any and all time Executive remains employed or on Garden Leave following delivery of Second Notice shall be credited on a day-for-day basis against Noncompete Period set forth in Section 7 of this Agreement.

2.Duties and Responsibilities. During the Employment Period, the Executive shall perform such executive duties consistent with the position of CEO of Global Solutions on behalf of the Company and its affiliates as may from time to time be authorized or directed by the Company’s CEO, all of which shall be consistent with his current duties and responsibilities. The Executive shall report directly to the CEO and will be a member of the most senior leadership team of the Company. The Executive shall perform faithfully and loyally and to the best of Executive’s abilities the duties assigned to Executive hereunder and shall devote Executive’s full business time, attention and effort to the affairs

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of the Company and its affiliates and shall use Executive’s best efforts to promote the interests of the Company and its affiliates. Provided it is in compliance with the Company’s Personal Conflicts of Interest policy, the Executive may engage in charitable, civic or community activities and, with the prior approval of the CEO, may serve as a director of any other business corporation, provided that (i) such activities or service do not interfere with Executive’s duties hereunder or violate the terms of any of the covenants contained in Sections 7 or 8 hereof and (ii) such other business corporation provides the Executive with director and officer insurance coverage which, in the opinion of the CEO, is adequate under the circumstances.

3.Compensation.

a.    Base Salary. During the Employment Period, the Company shall pay to the Executive a base salary at a rate of not less than $1,250,000 per annum (“Base Salary”), payable semi-monthly in accordance with the Company’s executive payroll policy. Such Base Salary shall be reviewed annually on the Company’s regular executive salary review schedule and shall be subject to adjustment at the discretion of the CEO and the Organization and Compensation Committee of the Board of Directors of Aon plc (the “Board”).

b.    Annual Bonus. During the Employment Period, the Executive shall participate in one or more annual incentive bonus plans (collectively, the “Senior Executive Incentive Plan”). Each such annual incentive bonus shall be determined pursuant to the terms of the Senior Executive Incentive Plan as in effect from time to time; provided, however, that (i) the Executive’s target annual incentive shall not be less than 200% of the Executive’s Base Salary as in effect at the end of the fiscal year to which such annual incentive bonus relates (the “Bonus Year”) and (ii) the annual incentive bonuses awarded hereunder will be subject to payment pursuant to and in accordance with the provisions of the Aon Incentive Stock Program (“ISP”), a sub-plan of the shareholder-approved Aon plc 2011 Incentive Plan, as amended and restated from time to time (the “Stock Plan”), payable currently in a combination of cash and restricted share units of Aon plc ordinary shares. The portion of the annual incentive bonus paid in cash, if any, shall be paid following the end of the calendar year for which the bonus is awarded and no later than two and one-half months after the end of the calendar year for which awarded.

c.    Equity-Based Awards. Subject to the approval of the Board, the Executive shall continue to receive awards under the Company’s Leadership Performance Program (“LPP”), a sub-plan of the Stock Plan, pursuant to the Company’s regular long-term incentive award process. The award will be governed by the terms and conditions of such program. The Executive will be eligible to receive awards under the program or successor program(s) for future performance periods in accordance with the terms and conditions generally applicable to similarly situated senior executives.

d.    Special RSU Award. Within ninety (90) days of the execution of this Agreement, we shall request approval from the OCC or its designee for a one-time grant of Restricted Share Units (RSUs) having a grant date fair value of $3,000,000 (the “Special Award”). The Special Award shall cliff vest on December 31, 2030 (the “Vesting Date”), subject to the Executive’s continued employment through the Vesting Date (except in the case of certain specified events, as set forth in the Special Award agreement). The Executive acknowledges that the Special Award provides additional consideration for the restrictive covenants in Section 7 herein. Any Shares received by the Executive under the Special Award shall be subject to a mandatory holding period that shall expire at the end of the Noncompetition Period, subject to Executive complying with the terms of the Noncompetition requirements. For clarity, upon vesting, shares will be deposited into the Executive’s brokerage account, but will be restricted from trading until expiration of and compliance with the Noncompetition Period. The Special Award shall be granted under and subject to the terms of our Stock Plan and a separate award agreement, which are incorporated herein by reference, and shall control. The Special Award together with the equity-based awards in Section 3(c) hereinafter collectively shall be referred to as “Long-Term Incentive Awards.”

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e.    Special Cash Bonus. The Executive will receive a one-time payment of $1,000,000, subject to applicable withholding (the “Special Bonus”), in recognition of and in consideration of the Executive’s agreeing to the terms of this Agreement, including the restrictive covenants in Section 7. The Signing Bonus will be paid as soon as practicable, but not later than 30 days, following the signing of this Agreement.

f.    Other Benefits. During the Employment Period, the Executive shall be eligible to participate in all employee benefit plans, programs, and arrangements that are generally available to similarly situated senior executives of the Company, subject to the terms and conditions of such plans and programs (“Employee Benefits”). These Employee Benefits include club membership dues pursuant to the Company’s Club Membership and Dues Policy. Eligibility and participation shall be governed by the applicable plan documents, and nothing herein shall guarantee the continuation of any specific benefit plan or program. The Executive will not accrue vacation time but will be entitled to paid vacation time in accordance with usual Company practices applicable to similarly situated senior executives.

g.    Expense Reimbursement. During the Employment Period, the Company shall reimburse the Executive in accordance with the Company’s policies and procedures, for all proper expenses incurred by Executive in the performance of Executive’s duties hereunder. To the extent required by Code Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

h.    Annual Car Allowance. The Company shall provide the Executive with an annual car allowance of Fifty Thousand Dollars ($50,000), payable in accordance with the Company’s regular payroll practices. The allowance shall be considered taxable income to the Executive and subject to applicable withholding and deductions. The Executive shall not be required to provide receipts or documentation for the use of this car allowance, and the allowance shall not be subject to proration except as expressly provided herein upon termination of employment.

The annual car allowance amount shall be subject to review and adjustment by the Company from time to time, in its sole discretion, to reflect changes in market practices or Company policy. Any adjustment shall be communicated to the Executive in writing and shall become effective as specified in such notice.

i.Attorney’s Fees. The Company agrees to reimburse Executive for Executive’s attorney’s fees incurred in connection with this transaction up to $16,000. Executive agrees to provide an invoice substantiating the actual fees incurred.

4.Termination.

a.Death. Upon the death of the Executive, all rights of the Executive and the Executive’s heirs, executors and administrators to compensation and other benefits under this Agreement shall cease immediately, except that the Executive’s heirs, executors or administrators, as the case may be, shall be entitled to: (i) accrued Base Salary through and including the Executive’s date of death; (ii) if applicable, the amount of any annual incentive bonus awarded and payable but not yet paid for the Bonus Year prior to the year in which the Executive’s date of death occurred; (iii) prorated annual incentive bonus (based on the target annual incentive for the Bonus Year in which the Executive’s death occurs) through and including the Executive’s date of death; (iv) other Employee Benefits to which the Executive was entitled on the date of death in accordance with the terms of the plans and programs of the Company; and (v) payment or

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vesting of all Long-Term Incentive Awards that have been granted to Executive prior to Executive’s date of death, to the extent that such payment or vesting is provided for in the terms of the award agreements.

b.Disability. The Company may, at its option, terminate the Executive’s employment upon written notice to the Executive if the Executive, because of physical or mental incapacity or disability, fails to perform the essential functions of the Executive’s position, with reasonable accommodation. “Disability” for purposes of this agreement means disability pursuant to the standards set forth in, or in circumstances where the Executive qualifies for receipt of benefits under, the long-term disability plan of the Employer applicable to the Executive. Upon such termination, the Executive’s entitlement to compensation and benefits shall cease immediately, except that the Executive shall be entitled to: (i) accrued Base Salary through and including the effective date of the Executive’s termination of employment; (ii) if applicable, the amount of any annual incentive bonus awarded and payable but not yet paid for the Bonus Year prior to the year in which the Executive’s termination of employment occurs; (iii) prorated annual incentive bonus (based on the target bonus under the Senior Executive Incentive Plan or any successor plan for the Bonus Year in which the Executive’s termination of employment occurs) through and including the effective date of the Executive’s termination of employment; (iv) other Employee Benefits to which the Executive is entitled upon termination of employment in accordance with the terms of the plans and programs of the Company; and (v) payment or vesting of any Long-Term Incentive Awards that have been granted to Executive prior to Executive’s date of termination, to the extent that such payment or vesting is provided for in the terms of the award agreements. In the event of any dispute regarding the existence of the Executive’s incapacity or disability hereunder the matter shall be resolved by the determination of a physician selected by the CEO and reasonably acceptable to the Executive. The Executive shall submit to appropriate medical examinations for purposes of such determination.

c.Termination for Cause. The Company may at any time during the Executive’s employment terminate this Agreement for Cause by written notice of termination given to the Executive setting forth the basis for such termination and giving Executive an opportunity to cure within thirty (30) days. If the Executive does not effect a cure within this period, as determined by the Company in its reasonable discretion, the termination shall become effective. For the purposes of this Agreement, “Cause” will mean the Executive’s: (i) performing a deliberate act of dishonesty, fraud, theft, embezzlement, or misappropriation involving the Executive’s employment with the Company, or breach of the duty of loyalty to the Company; (ii) performing an alleged act of race, sex, national origin, religion, disability, or age-based discrimination or sexual harassment, if after a reasonable investigation, outside or in-house counsel to the Company reasonably concludes that allegations are substantiated; (iii) material violation of Company policies and procedures including but not limited to, the Aon Code of Business Conduct, (iv) material non-compliance with the terms of this Agreement, including but not limited to Sections 7 and 8 hereunder, or any other agreement with the Company or any of its subsidiaries or affiliates, or (v) performing any criminal act resulting in a criminal felony charge brought against the Executive or a criminal conviction of the Executive (other than a conviction of a minor traffic violations). In the event of a termination for Cause, the Company will only be required to pay the Executive all accrued but unpaid Base Salary and vested benefits to which the Executive is entitled upon such termination. In accordance with the terms of the plans and programs of the Company, each as of the effective date of such termination, payable no later than the next regularly scheduled payday after such effective termination date or, if applicable, at such time as set forth in the applicable benefit policy, plan, or programs.

5. Time and Form of Payment. For purposes of this Agreement, the terms “terminated,” “termination,” “termination of employment,” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A. The time and form of payment of benefits upon termination of employment described in the preceding provisions of Sections 4 and 5 (including expense reimbursements or payment and in-kind benefits) shall be made in accordance with such Sections; provided that any lump sum cash payments shall be paid 60 days following the Executive’s termination of employment; and provided further, with respect to termination of employment for reasons other than death, the payment at such time can be

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characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Executive is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 5.c shall be paid or reimbursed to the Executive in a lump sum, without interest, and any remaining payments due under the preceding provisions of Sections 4 or 5, whichever is applicable, shall be payable at the same time and in the same form as such amounts or benefits would have been paid in accordance with their original payment schedule under such Section. If the Executive is a “specified employee” under Code Section 409A, the full cost of the continuation or provision of Employee Benefits (other than any cost of medical or dental benefit plans or programs or the cost of any other plan or program that is exempt from Code Section 409A) under Sections 4 or 5 shall be paid by the Executive until the earlier to occur of the Executive’s death or the date that is six months and one day following the Executive’s termination of employment, and such cost shall be reimbursed by the Company to, or on behalf of, the Executive in a lump sum cash payment on the earlier to occur of the Executive’s death or the date that is six months and one day following Executive’s termination of employment. For purposes of applying the provisions of Section 409A, each separately identified amount to which the Executive is entitled shall be treated as a separate payment.

6.Federal and State Withholding. The Company shall deduct from the amounts payable to the Executive pursuant to this Agreement the amount of all required federal, state, and local withholding taxes in accordance with the Executive’s Form W-4 on file with the Company, and all applicable federal employment taxes.

7.Noncompetition; No solicitation.

a.    General. The Executive acknowledges that in the course of Executive’s employment with the Company he has and will become familiar with trade secrets and other confidential information concerning the Company, including its affiliates (collectively “Aon”) and that Executive’s services will be of special, unique and extraordinary value to Aon. The Executive further acknowledges and agrees that Executive’s services as a senior executive of the Company have been, and are, of special, unique, and extraordinary value to Aon, and that Executive’s material employment duties and responsibilities (including without limitation with respect to Aon strategic and other business operations, clients, prospective clients, and other employees) are global in nature and span geographic areas that extend well beyond the locations in which the Executive has been physically employed and resided. The Executive further acknowledges and agrees that it therefore is reasonable to protect Aon against certain competitive activities by the Executive for a limited period of time after the Executive terminates Executive’s employment to protect Aon’s legitimate business interests in all of the geographic areas in which Aon does business, and that the covenants contained in Section 7 are necessary for the protection of Aon and are reasonably limited with respect to the activities prohibited, duration, geographical scope and their effect on the Executive and the public.

b.    Confidential Information. The Executive acknowledges that Aon’s business depends to a significant degree upon the possession of confidential, proprietary and trade secret information, which is not generally known to others, and that the profitability of the business of Aon requires that this information remain proprietary to Aon. The Executive recognizes that, by virtue of the Executive’s employment by the Company and/or its affiliates, and to assist the Executive in the solicitation, production and servicing of client business, the Executive has otherwise prohibited access to such information. This Confidential Information (defined below) includes, without limitation: non-public lists of clients and prospective clients; contract terms and conditions; client information relating to services, insurance, benefits programs, executives, finances, and compensation; copyrighted materials; corporate, management and business plans and strategies; compensation and revenues; methods and strategies of marketing; market research and data; technical know-how; proprietary computer software which Aon uses in its business, and which gives Aon an opportunity to obtain an

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advantage over competitors who do not know or use it, and other information owned, licensed or developed by Aon; and the conduct of the affairs of Aon.

c.    Noncompetition. The Executive agrees that during the period of Executive’s employment with the Company and for a period of two years after such employment ends, except as provided for in Section 1.a.iv., (inclusive of any period of employment with a successor) (the “Noncompetition Period”) he shall not in any manner, directly or through the direction or assistance of others, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business, in which the Executive was involved or with respect to which Executive was provided Confidential Information, being conducted by, or actively contemplated by, the Company or any of its affiliates as of the time employment ends , including, but not limited to, the business of insurance brokerage and consulting, reinsurance brokerage and consulting, employee health and retirement benefits brokerage and consulting, or human resources consulting (“Competitive Business”). Competitive Business includes (i) any business that provides any products or services competitive to those in which the Executive had material involvement during the twenty-four (24) months prior to the termination of Executive’s employment with the Company (the “Look Back Period”), and (ii) any private equity firm or investment entity that owns or controls, directly or indirectly, any portfolio company engaged in insurance brokerage, reinsurance brokerage, or related consulting service and has aggregate assets under management or investments exceeding $10 billion.

Nothing in this Section 7(c) shall be construed to prohibit Executive’s employment in a separately operated subsidiary or other business unit of a company that would not be a competitor but for common ownership with a competitor so long as Executive provides written assurances regarding the non-competitive nature of Executive’s position that are satisfactory to the Company and the Executive’s new employer confirms this understanding. For the avoidance of doubt, and without limiting the generality of the foregoing prohibition, the following are Competitive Businesses as of the Effective Date: Marsh & McLennan Companies, Inc., Willis Towers Watson plc, Arthur J. Gallagher & Co., Alliant Insurance Services, Howden, Lockton, USI, and Brown & Brown (including any of the foregoing entities’ affiliates or successors in interest that are Competitive Businesses).

d.Nonsolicitation of Clients. The Executive also agrees that during the Noncompetition Period he shall not in any manner, directly or through the direction or assistance of others, solicit or induce, or cause any person or other entity to solicit or induce, any client or customer of Aon with whom or with respect to which Executive had business-related contact during the Look Back Period or about whom/which Executive had access to Confidential Information during the Look Back Period, to engage in business that is competitive with Aon’s business or to stop or reduce their business with Aon.

e.Nonsolicitation of Employees. The Executive further agrees that during the Noncompetition Period, he shall not in any manner, directly or through the direction or assistance of others, solicit or induce, or cause any person or other entity to solicit or induce any employee of Aon with whom Executive had business related-contact or about whom Executive had access to Confidential Information (such as management’s assessment of the employee’s skills and performance) during the Look Back Period, to work for the Executive or for any third party or entity, or to terminate or abandon his or her employment for any purpose whatsoever.

f.Exceptions. Nothing in this Section 7 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) passive owner of not more than two percent of the outstanding stock of any class of a corporation, any securities of which are publicly traded, so long as Executive has no active participation in the business of such corporation.

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g.Reformation. If, at any time of enforcement of this Section 7, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree to the partial enforcement of the restriction to such lesser degree as would make it reasonable or enforceable, or that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. This Agreement shall not authorize a court to increase or broaden any of the restrictions in this Section 7.

h.Consideration; Breach. The Company and the Executive agree that the benefits to be provided by the Company to the Executive pursuant to Section 3(d) (the Special Award) shall be provided in consideration of the Executive’s agreements contained in Section 7 hereof and that such consideration is sufficient to make the covenants in Section 7 immediately enforceable and binding against him. In the event that the Executive shall commit a breach of any provision of Section 7 hereof, the Company shall be entitled immediately to suspend all remaining payments pending expiration of any cure period provided to Executive for a breach under this Agreement, and if the breach is not cured as permitted under this Agreement to then terminate making all remaining payments and providing all remaining benefits pursuant to Section 3 hereof and upon such event the Company shall have no further liability to the Executive under this Agreement.

i.Other Restrictive Covenants. Notwithstanding any other language in the Agreement, this Agreement does not preclude the enforceability of any restrictive covenant provision contained in any prior or subsequent agreement entered into by the Executive (any such covenant, an “Other Covenant”). Further, no Other Covenant precludes the enforceability of any provision contained in this Agreement. No subsequent agreement entered into by the Executive may amend, supersede, or override the covenants contained herein unless such subsequent agreement specifically references Section 7 of this Agreement. The Executive further acknowledges and agrees that, in addition to the provisions of this Section 7 Executive remains subject to certain restrictive covenants by virtue of Executive’s receipt of certain stock benefits under the Stock Plan. To the extent any conflict exists between the restrictions set forth in this Agreement and the Other Covenants, the Company shall be provided the greatest protection set forth in either agreement. In the unlikely event that a post-employment restriction provided for in this Section 7 is deemed void by a controlling court, arbiter, or other binding adjudicator, any restriction addressing the same or similar conduct by Executive in the Prior Agreement will resume effect so that the Company’s legitimate, protectable interests remain protected.

8.Confidentiality. The Executive shall not make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or secret information of Aon or (ii) other technical, business, proprietary or financial information of Aon not available to the public generally or to the competitors of Aon, that the Executive acquires or gains access to in the course of the Executive’s employment with the Company (“Confidential Information”), except to the extent that such Confidential Information (A) becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission of the Executive, (B) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that the Executive gives prompt notice of such requirement in any non-governmental agency proceeding to the Company to enable the Company to seek an appropriate protective order, or (C) is necessary to perform properly the Executive’s duties under this Agreement. If the Executive does not retain copies of Confidential Information after the termination of their employment with the Company, the restrictions in this Section 8 on use or disclosure of Confidential Information will expire three (3) years after the termination of the Executive’s employment with the Company, where information that does not qualify as a trade secret is concerned; however, the restrictions will continue to apply to trade secret information for as long as the information at issue remains qualified as a trade secret. The Executive agrees that all records, in any form (such as email, database, correspondence, notes, files, contact lists, drawings, specifications, spreadsheets, manuals, and calendars) that contain Confidential Information, with the exception of wage and benefit related materials provided to the Executive as an employee for his own use as an employee, are the property of Aon (collectively “Company Records”).

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The Executive will follow all Aon policies regarding use or storage of Company Records and return all such records (including all copies) when the Executive’s employment with the Company terminates or sooner if requested. The Executive agrees that he will not copy, delete, or alter any information contained upon the Executive’s Company computer or Company equipment before the Executive returns it to the Company. In addition, if the Executive has used any personal computer, server, cloud account, or e-mail system (collectively “Personal Devices and Accounts”) to receive, store, review, prepare or transmit any Aon information (which Executive understands Aon does not permit), including but not limited to, Confidential Information, the Executive agrees to provide the Company with a computer-useable copy of all such Confidential Information and then cooperate with the Company regarding any necessary remediation to ensure all Confidential Information has been returned. Executive agrees to provide the Company with necessary passwords and access to any such Personal Devices and Accounts as reasonably requested as part of the remediation process. Aon has no responsibility for the deletion of any non-Aon Confidential Information. Aon will not make any effort to recover any non-Aon Confidential Information, application or software that is deleted. Executive acknowledges that they have been advised not to use any Personal Devices and Accounts in the course of Executive’s job duties for the Company. Promptly following the Executive’s termination of employment or sooner upon the Company’s request, the Executive shall surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential Information which he may then possess or have under Executive’s control (together with all copies thereof).

9.Inventions. The Executive hereby assigns to the Company Executive’s entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Executive or developed or acquired by Executive during the Executive’s employment, which may pertain directly or indirectly to the business of the Company or any of its affiliates. The Executive agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Executive shall, upon the Company s request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries. This Agreement s assignment provisions are limited to only those inventions that can be lawfully assigned by an employee to an employer. The forgoing invention assignment obligation does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer (Aon) was used and which was developed entirely on the employee's (Executive’s) own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.

10. Enforcement. The parties hereto agree that Aon would be damaged irreparably in the event that any provision of Section 7, 8, or 9 of this Agreement were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Company and its successors and permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to seek an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically. The Executive agrees that he will submit himself to the personal jurisdiction of the courts of the State of New York in any action by the Company to enforce any provision of Section 7, 8, or 9 of this Agreement. The Executive acknowledges that he had fourteen (14) days to review this Agreement prior to signing it and was advised to consult with an attorney.

11. Survival. Sections 4, 7, 8, and 9 of this Agreement (and the miscellaneous provisions relied upon for enforcement of same herein) shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Employment Period, and shall further continue to apply and be valid notwithstanding any change in the Executive’s duties, responsibilities, compensation, position, or title.

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12. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (i) delivered personally or by overnight courier to the following address of the other party hereto (or such other address for such party as shall be specified by notice given pursuant to this Section 12) or (ii) sent by email to the following email address of the other party hereto (or such other email address for such party as shall be specified by notice given pursuant to this Section 12), with the confirmatory copy delivered by overnight courier to the address of such party pursuant to this Section 12.

If to the Company, to:

Aon Corporation 200 East Randolph

Chicago, Illinois 60601

Attention: General Counsel

If to the Executive, to the Executive’s home address and personal email as shown on the Company’s records.

13. Reimbursement of Legal Expenses. In the event that the Executive is the prevailing party, whether in arbitration or litigation, in pursuing any claim or dispute involving the Executive’s employment with the Company, including any claim or dispute relating to (a) this Agreement, (b) termination of the Executive’s employment with the Company, or (c) the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall promptly reimburse the Executive for all reasonable documented costs and expenses (including, without limitation, attorneys fees) relating solely, or allocable, to the claim . In any other case, the Executive and the Company shall each bear all their own respective costs and attorneys’ fees. In the event the Executive is the prevailing party, whether in arbitration or litigation, the payment or reimbursement of all costs and expenses (including, without limitation, attorneys fees) shall be made as soon as reasonably practicable following the cessation of such arbitration or litigation and, to the extent subject to Code Section 409A, in accordance with Code Section 409A.

14. Indemnification. The Company shall maintain, for the benefit of the Executive, director and officer liability insurance in form at least as comprehensive as, and in an amount that is at least equal to, that maintained by the Company for any other officer or director. In addition, the Executive shall be indemnified by the Company against liability as an officer and director of the Company and any subsidiary or affiliate of the Company to the maximum extent permitted by applicable law. The Executive’s rights under this Section 14 shall continue so long as he may be subject to such liability, whether or not this Agreement may have terminated prior thereto.

15. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but if despite the court or arbitrator’s ability to reform the provision as allowed by Section 7(g), any provision contained in this Agreement is determined to be void or unenforceable this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

16. Entire Agreement. Except as provided herein, this Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof.

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17. Protected Rights. Nothing in this Agreement is intended to limit in any way the Executive’s right or ability to report possible violations of law or regulation (including, without limitation, criminal conduct, discrimination, harassment, retaliation, or any other unlawful employment practice) to, or file a charge or complaint with, the U.S. Securities and Exchange Commission, the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, or other federal, state or local agencies or commissions (collectively, “Government Agencies”). The Executive further understands that nothing in this Agreement limits the Executive’s ability to communicate with any Government Agencies, make truthful statements or disclosures regarding alleged unlawful employment practices, or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. Nothing in this Agreement prohibits disclosure or discussion of sexual assault or sexual harassment. Further, nothing in this Agreement shall limit the Executive’s ability to disclose in confidence trade secrets to Government Agencies, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. This Agreement does not limit the Executive’s ability to receive an award from a Government Agency for information provided by the Executive to such Government Agency.

18. Successors and Assigns. This Agreement shall be enforceable by the Executive and Executive’s heirs, executors, administrators and legal representatives, and by the Company and its successors and assigns, and shall be binding on such successors and assigns. Executive consents to the assignment of this Agreement by Company and all rights and obligations hereunder, including, but not limited to, an assignment in connection with any merger, sale, transfer, or acquisition consummated by the Company, its parent, or an affiliate or successor relating to all or part of their assets.

19.Headings Inconsistency. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company or any other agreement between the Executive and the Company, the terms of this Agreement shall control.

20.Governing Law. The validity, interpretation, construction, performance, enforcement and remedies of, or relating to, this Agreement, and the rights and obligations of the parties hereunder, will be governed by and construed in accordance with the substantive laws of the State of New York, without regard to the conflict of law principles, rules or statutes of any jurisdiction. The parties hereby irrevocably consent to, and agree not to object or assert any defense or challenge to, the jurisdiction and venue of the federal and state courts located in New York City, New York, and agree that any claim which may be brought in a court of law or equity may be brought in any such New York City, New York court.

21.Amendment and Waiver. The provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement; provided, however, that the Company can rescind or reduce the scope of any restriction applicable to Executive through written notice to Executive at any time without penalty.

22.Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument.

23.Prohibition on Acceleration of Payments. The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of this Agreement, including but not limited to any restricted stock unit or other equity-based award, payment or amount that provides for the “deferral of compensation” (as such term is described under Code Section 409A), may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder.

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24.Code Section 409A. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to comply with Code Section 409A to the extent applicable thereto. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or otherwise shall be excluded from Code Section 409A to the maximum extent possible. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will comply with the requirements of Code Section 409A, the Company does not represent or warrant that the Agreement will comply with Code Section 409A or any other provision of federal, state, local or non-United States law and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non- compliance with Code Section 409A or other applicable law. In the event provisions of this Agreement do not comply with Code Section 409A, the parties will use reasonable business efforts to amend the Agreement as necessary to bring it into compliance while, to the largest extent possible, maintaining the economic interests hereunder of both parties.

***

Signature Page Follows

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on January 2, 2026.

AON CORPORATION

By:

/s/ Lisa Stevens     Lisa Stevens

Executive Vice President, Chief Administrative Officer

EXECUTIVE:

/s/ Andy Marcell     Andy Marcell

EX-10.70

EIGHTH AMENDMENT TO THE
AON DEFERRED COMPENSATION PLAN

This Eighth Amendment (“Amendment”) to the Aon Deferred Compensation Plan, as amended and restated effective November 17, 2016 (the “Plan”), is adopted by Aon Corporation, a Delaware corporation (the “Company”) and wholly owned subsidiary of Aon plc (“Aon”), to be effective as set forth below.

RECITALS

WHEREAS, pursuant to Section 6.05 of the Plan, the Board of Directors of the Company (the “Board”) has the authority to amend the Plan, and, pursuant to Section 1.04 of the Plan, the Organization and Compensation Committee of Aon (the “OCC“) has authority to act for the Board with respect to the Plan; and

WHEREAS, pursuant to resolutions of the OCC dated June 13, 2016, the OCC delegated authority to Aon’s Administrative Committee (the “Committee”) to make certain amendments to the Plan; and

WHEREAS, pursuant to the resolutions of the Committee dated September 11, 2025, the Committee approved, and delegated to Company management authority to execute, an amendment of the Plan to effect a partial Plan termination with respect to certain participants.

NOW THEREFORE, the Plan is hereby amended, effective as of July 31, 2025, by adding the following new Section 4 to Supplement B of the Plan:

“4.    Partial Plan Termination – Stroz Friedberg and Elysium Digital. The Plan shall be terminated and liquidated, effective July 31, 2025, solely with respect to all Participants who experienced a ‘change in control event’ (within the meaning of Code Section 409A) in connection with the sale of Aon’s Stroz Friedberg, Inc. and Elysium Digital, LLC businesses. Such termination and liquidation will be administered in accordance with Section 1.409A-3(j)(4)(ix)(B), with the entire vested balance of each such Participant’s account, determined as of February 28, 2026, to be distributed no later than March 15, 2026.”

In addition, the Committee is authorized to make any additional adjustments to the plan document language to effect the intent of the foregoing, including but not limited to providing a restatement of the plan document incorporating such changes and all previous amendments.

IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan be executed on its behalf by its duly authorized officers, this 22nd day of December 2025.

AON CORPORATION                    

By:                            

/s/ Lisa Stevens_______________                

Lisa Stevens

Chief Administrative Officer

EX-10.82

NINTH AMENDMENT

TO THE

AON SUPPLEMENTAL SAVINGS PLAN

(As amended and restated effective January 1, 2017)

This Ninth Amendment to the Aon Supplemental Savings Plan, as amended and restated as of January 1, 2017 (the “Plan”), is adopted by Aon Corporation, a Delaware corporation (the “Company”) and wholly owned subsidiary of Aon plc (“Aon”), to be effective as set forth below.

WHEREAS, pursuant to Section 7.05 of the Plan, the Board, or any person or entity authorized by the Board, has the authority to amend the Plan and, pursuant to Section 1.06 of the Plan, the Board has delegated its obligations, responsibilities, and duties with respect to the Plan to the Organization and Compensation Committee of the Board of Directors of Aon (the “OCC”); and

WHEREAS, pursuant to resolutions of the Committee dated June 13, 2016, the OCC agreed to assume from the Board the duties and responsibilities of the Company as the sponsor of the Plan and further delegated authority to the Administrative Committee of the Company to amend the Plan, subject to certain limitations; and

WHEREAS, pursuant to resolutions of the Administrative Committee dated September 11, 2025, the Committee approved, and delegated to Company management authority to execute, a Plan amendment to effect a partial Plan termination with respect to certain participants.

NOW, THEREFORE, the Plan is hereby amended as follows, effective July 31, 2025, by adding the following new item 5 to Supplement B of the Plan:

“5.     Partial Plan Termination – Stroz Friedberg and Digital Elysium. The Plan shall be terminated and liquidated, effective July 31, 2025, solely with respect to all Participants who experienced a ‘change in control event’ (within the meaning of Code Section 409A) in connection with the sale of Aon’s Stroz Friedberg, Inc. and Digital Elysium, LLC businesses. Such termination and liquidation will be administered in accordance with Section 1.409A-3(j)(4)(ix)(B), with the entire vested balance of each such Participant’s account, determined as of February 15, 2026, to be distributed no later than March 15, 2026.”

In addition, the Committee is authorized to make any additional adjustments to the plan document language to effect the intent of the foregoing, including but not limited to providing a restatement of the plan document incorporating such changes and all previous amendments.

IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan to be executed on its behalf by its duly authorized officers, this 22ndday of December 2025.

AON CORPORATION

By:

/s/ Lisa Stevens______________            

Lisa Stevens

Chief Administrative Officer

EX-19.1

Aon plc

Insider Trading Policy

Aon plc (“Aon” or the “Company”) has adopted this Insider Trading Policy (the “Policy”) to promote compliance with securities laws, to prevent insider trading or allegations of insider trading, and to protect the reputation of Aon and those covered by the Policy for integrity and ethical conduct. This Policy applies to all directors, officers, and employees of Aon and its subsidiaries, as well as Independent Contractors (as defined below) and Family Members (as defined below). It is your obligation to understand and comply with this Policy. Please also see Aon’s Code of Business Conduct, which contains some basic principles governing insider trading.

U.S. federal and state securities laws, as well as the laws of many other jurisdictions in which the Company operates, prohibit the purchase or sale of a company’s securities by individuals who possess material nonpublic information about that company. These laws also prohibit individuals who are aware of material nonpublic information from disclosing it to others who could trade using that information.

1.PERSONS SUBJECT TO THE POLICY

This Policy applies to all directors, officers, employees and Independent Contractors

who are subject to Aon’s policies, either through an engagement, non- disclosure, or other

agreement related to the services provided or who are reasonably expected to be exposed to

material nonpublic information through their relationship with Aon (“Independent

Contractors”) of Aon or its subsidiaries. This Policy also applies to your family members who

reside with you, anyone else living in your household, and any family members who do not

live in your household, but whose transactions in securities are directed by you or are subject

to your influence and control, such as parents or children who consult with you before they

trade in securities (collectively, “Family Members”). You are responsible for the transactions

of these other persons and therefore should make them aware of the need to confer with you

before they trade in Aon’s or another company’s securities about which you might have

material nonpublic information. This Policy also applies to all entities that you or your Family

Members beneficially control.

2.TRADING RESTRICTIONS AND GUIDELINES

In the course of your relationship with Aon, you may have access to or become aware

of inside information regarding Aon or other companies, including our clients, vendors,

partners or possible acquisition or merger targets. Inside information is any nonpublic

information that could reasonably be expected to affect the price of a security or that could

influence an investor’s decision to buy, sell or hold a security

You may not use any inside information you receive in the course of your relationship

with Aon to buy or sell securities of any company, including Aon or our clients. This is

known as “insider trading.” In addition, you may not disclose any inside information to

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anyone who could use it to make an investment decision or make buying or selling recommendations to anyone based on inside information. This is known as “tipping.” Insider

trading and tipping are illegal and may result in civil and criminal penalties and workplace

sanctions imposed by Aon, including termination of employment.

3.TRANSACTIONS SUBJECT TO THE POLICY

This Policy applies to transactions in Aon securities, including ordinary shares,

options to purchase stock, or any other type of securities Aon may issue, as well as hedging

and derivative transactions. This policy also applies to securities of any company about

which you have attained nonpublic information in the course of your relationship with Aon.

Outlined below are specific securities and scenarios that may begoverned by this Policy:

a.TRANSACTIONS UNDER COMPANY PLANS

Restricted Stock Units. This Policy does not restrict the delivery of shares on

the vesting of restricted stock unit awards or performance awards.

Additionally, it is also always permissible to direct Aon to withhold shares to

pay for tax liabilities related to the vesting of restricted stock unit awards or

performance awards.

Option Exercises. This Policy does not restrict the exercise of an employee stock option acquired pursuant to Company plans as long as you elect to pay the exercise price of such option in cash and provided that you retain the Aon shares issued to you upon exercise. It also does not restrict the exercise of a tax withholding right, pursuant to which a person has elected to have the Company withhold shares to satisfy tax liabilities. This Policy does, however, restrict any sale of stock as part of a broker- assisted cashless exercise of an option or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option. It also restricts same-day sales of the Aon shares obtained from the share option exercise. For example, if you are an Aon Trading Window Colleague as set out in Section 6 (Trading Windows) below, you may exercise a stock option during a Closed Trading Window as long as you pay the exercise price in cash and do not sell the Aon shares issued to you upon exercise until the Closed Trading Window is lifted.

Benefit Plan Accounts Invested in Company Stock. This Policy governs your choices regarding future periodic payroll deductions and your ability to change investment elections on a going-forward basis for employee benefit plans in which your account invests in, or otherwise tracks, the value of Aon shares. Therefore, if you are an Aon Trading Window Colleague as set out in Section 6 (Trading Windows) below, you may only make elections during an Open Trading Window. For instance, you may not enroll or increase your elections in the Employee Stock Purchase Plan during a Closed Trading Window if you

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are subject to such restrictions. This Policy does not, however, restrict the purchase of Company stock by the Plans for which you have previously made elections. For example, the Employee Stock Purchase Plan will continue to purchase Aon stock on your behalf during a Closed Trading Window if you had made such elections during an Open Trading Window.

b.GIFTS AND CHARITABLE DONATIONS

Bona fide gifts (whether to Family Members or others) and charitable donations of Aon securities, or other securities for which you may have attained material nonpublic information, are prohibited when the person making the gift or donation is in possession of material nonpublic information.

For the avoidance of doubt, all gifts and charitable donations by Directors and Executives, like other transactions in Aon securities, are subject to the pre-clearance procedures set forth in Section 5 (Pre-clearance Procedures for Directors and Executives).

Gifts and charitable donations by Aon Trading Window Colleagues are not subject to the trading restrictions set forth in Section 6 (Trading Windows) and Section 7 (Event Specific Trading Restriction Periods) provided the colleague (i) is not in possession of material nonpublic information at the time of the gift or donation, and (ii) consults with the Law Department prior to the gift or donation (including receiving pre-clearance pursuant to Section 5 in the case of Directors and Executives).

4.MATERIAL NONPUBLIC INFORMATION

Trading is never permitted while you are in possession of material nonpublic information or information that you have reason to believe is material and nonpublic. This prohibition also applies to disclosing such information to others who could trade on that information. There are no exceptions, even for transactions that are very small or seemingly insignificant or in the event of a personal financial emergency.

a.MATERIAL INFORMATION

Information is “material” if a reasonable investor could consider it important in a decision to buy, sell or hold securities. Any information that could be expected to affect a company’s stock price, whether it is positive or negative, should be considered material. Material information may arise in, but is not limited to, the circumstances listed below. It is your responsibility to seek guidance where necessary to determine if the information you possess is material.

•financial results;

•projections of future earnings or losses, or forecasts or guidance;

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•a change in dividend policy, the declaration of a stock split or an offering of additional securities;

•pending or proposed mergers or acquisitions;

•pending or proposed divestitures of significant subsidiaries or business units;

•pending or threatened major litigation or related developments, including settlements or court decisions;

•workforce reductions;

•new/loss of significant contract, client or customer;

•Company borrowings or financings;

•defaults on borrowings;

•a change in control;

•bankruptcies or the existence of severe liquidity problems;

•development of a significant new product, process or service;

•a significant cybersecurity incident; and

•changes in senior management.

You should keep in mind that whether information is material depends on the specific circumstances existing at a particular point in time. Because trading that receives scrutiny will be evaluated after the fact and with the benefit of hindsight, you should refrain from trading and disclosing information to others who may be in a position to trade on such information if you are uncertain as to the materiality of the information you possess.

b.NONPUBLIC INFORMATION

Information is “nonpublic” if it has not been disclosed to the general public. To be considered public, information must be widely disseminated in a manner making it generally available to investors and you should be able to point to some evidence that the information is widely disseminated. Information would likely not be considered widely disseminated if it is available only to a company’s employees.

You should not discuss material nonpublic information within the hearing range of any person who is not authorized to receive that information. It is particularly important to exercise care and refrain from discussing nonpublic information in public places, such as elevators, trains, taxis, airplanes, lavatories, restaurants, and other places where the discussions might be overheard.

Once information is generally made available to investors, a reasonable period of time must elapse in order for the market to react to the information. Generally, two full trading days should be allowed following the public announcement of information before that information is deemed to be public and fully absorbed by the marketplace.

4

5.PRE-CLEARANCE PROCEDURES FOR DIRECTORS AND EXECUTIVES

The Company has established additional procedures in order to administer this Policy

in an efficient and effective manner, to facilitate compliance with laws prohibiting insider

trading, and to avoid the appearance of impropriety.

Members of the Company’s Board of Directors (“Directors”), executive officers who

are required to file reports under Section 16 of the Securities Exchange Act (each, a “Section

16 Reporting Officer”) and certain other members of senior management as determined by the

Chief Executive Officer and General Counsel (together with the Section 16 Reporting

Officers, “Executives”) are subject to additional mandatory restrictions and pre-approval

procedures, as set forth below, and Directors and Section 16 Reporting Officers are subject to

short-swing liability rules and Securities and Exchange Commission (the “SEC”) reporting

requirements. The Law Department has informed all Directors and Executives of these

requirements.

Directors and Executives, as well as Family Members and controlled entities of such

persons, may not engage in any transaction in Aon securities without first obtaining pre-clearance of the transaction from Aon’s General Counsel, regardless of one’s possession of

material nonpublic information. Those subject to pre-clearance requirements must complete a

“Request for Approval to Conduct Transactions in Shares of Aon plc” form (available from

the Corporate Secretary’s office) and submit it to the General Counsel at least two business

days in advance of the proposed transaction. The General Counsel is under no obligation to

approve a transaction submitted for pre-clearance and may determine not to permit the

transaction. If a person seeks pre-clearance and permission to transact is denied, then he or

she should refrain from initiating any transaction in Aon securities and should not inform any

other person of the restriction.

6.TRADING WINDOWS

Directors, Executives and certain other colleagues (together, “Aon Trading

Window Colleagues”) are subject to trading window procedures. All Aon Trading Window

Colleagues have been informed that they are subject to these requirements. If you are

uncertain about whether you are subject to trading window restrictions, please contact the

Law Department.

Trading by Aon Trading Window Colleagues is only permitted during a

designated period (an “Open Trading Window”). Trading by Aon Trading Window

Colleagues is prohibited at all other times (each such period, a “Closed Trading

Window”). There are no exceptions.

A block has been placed on Aon Trading Window Colleagues’ accounts in the

Fidelity system that will prevent transactions from being conducted during a Closed

Trading Window. Aon’s Class A Ordinary Shares and equity awards that convert to

5

Class A Ordinary Shares upon exercise or vesting that are granted through these accounts to

Aon Trading Window Colleagues must remain in these accounts and may not be transferred to

another brokerage account without approval, even during an Open Trading Window.

A trading window will open after two full trading days following Aon’s release of

quarterly or year-end earnings and will close at the close of trading on the 10th calendar day of

the third month of the fiscal quarter (or, if the 10th calendar day is not a business day, the last

business day prior to such date). For example, if Aon releases first quarter earnings before the

start of trading on Friday, February 3, 2023, the trading window will open upon the start of

trading on Tuesday, February 7, 2023 and will close at the close of trading on Friday, March

10, 2023. Any period outside an Open Trading Window will be considered to be a Closed

Trading Window. Aon Trading Window Colleagues will be notified of the opening and

closing for each trading window.

Again, please note that Aon Trading Window Colleagues may not trade in Aon

securities during a Closed Trading Window. Aon Trading Window Colleagues may trade in

Aon securities only during a designated Open Trading Window, and provided that they are not

in possession of material nonpublic information. Additionally, all Aon Directors, officers,

employees, and Independent Contractors are obligated to refrain from trading while in possession of material nonpublic information, even if the Company has an Open Trading

Window.

7.EVENT-SPECIFIC TRADING RESTRICTION PERIODS

From time to time, an event may occur that is material to Aon and is known by only

certain Directors, officers (including Executives), employees, and Independent Contractors. In

addition, Aon’s financial results may be sufficiently material in a particular fiscal quarter that,

in the judgment of the Law Department, designated persons should refrain from trading in Aon

securities even sooner than the closing of the typical trading window described above. In this

situation, the Law Department may notify certain persons that they should not trade in Aon

securities, with or without disclosing the reason for the restriction. The existence of an event-specific trading restriction period will not be announced to Aon as a whole. If you are notified that you are subject to an event-specific trading restriction period, you should not communicate it to any other person.

8.PROHIBITED TRANSACTIONS

Under this Policy, you are prohibited from engaging in any of the following transactions at all times:

a.Hedging Transactions. Hedging or monetization transactions can be accomplished

through a number of possible mechanisms, including through the use of financial

instruments such as prepaid variable forwards, equity swaps, collars and exchange

funds. Such hedging transactions may permit an Aon Director, officer, employee, or

6

Independent Contractor to continue to own Aon securities obtained through

employee benefit plans or otherwise, but without the full risk or rewards of

ownership. When that occurs, the Director, officer employee, or Independent

Contractor may no longer have the same objectives as Aon’s other shareholders.

Therefore, you are prohibited from engaging in such transactions with respect to Aon

securities even if you are not in possession of material nonpublic information.

b.Short Sales. Short sales of Aon securities (i.e., the sale of a security that the seller

does not own) may evidence a seller’s expectation that the securities will decline in

value, and therefore have the potential to signal to the market that the seller lacks

confidence in the Company. In addition, it may reduce the seller’s incentive to seek to

improve the Company’s performance. Therefore, you are prohibited from engaging in

such transactions to the extent they hedge Aon’s securities even if you are not in

possession of material nonpublic information.

c.Publicly Traded Options. Given the relatively short term of publicly traded options,

transactions in options may create the appearance that a Director, officer, employee, or

Independent Contractor is trading based on material nonpublic information and focus a

Director, officer, employee, or Independent Contractor on short-term performance at

the expense of the Company’s long-term objectives. Therefore, you are prohibited

from engaging in put options, call options or other derivative transactions with respect

to Aon securities even if you are not in possession of material nonpublic information.

Such transactions may put personal gain in conflict with the best interests of Aon and

its shareholders and may create the appearance of impropriety. In addition, you should not

engage in the transactions set forth above in connection with the securities of a company about

which you have attained material nonpublic information. In the event of any unusual activity

in the trading of Aon shares, Aon share price performance, or in the trading of other

companies, such transactions may become the subject of investigative action by the SEC or

another regulatory authority.

9.MARGIN ACCOUNTS

Aon Directors and Executives are prohibited from pledging Aon securities as collateral for loans (including depositing such securities in margin accounts).

All other colleagues are strongly discouraged from depositing Aon securities into a margin account or pledging Aon securities as collateral. Margin or loan calls may occur outside of an Open Trading Window or when you are in possession of material nonpublic information, and you will be prohibited from selling Aon securities to cover such calls in those circumstances.

10.RULE 10B5-1 PLANS

7

Rule 10b5-1 under the Exchange Act provides an affirmative defense from insider

trading liability under Rule 10b-5 of the Exchange Act. In order to be eligible to rely on

this affirmative defense, a person subject to this Policy must enter into a Rule 10b5-1

plan for transactions in Aon securities that meets certain conditions specified in the Rule

(a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, Aon

securities may be purchased or sold without regard to certain insider trading restrictions.

To comply with the Policy, a Rule 10b5-1 Plan must be approved by the Law

Department and meet the requirements of Rule 10b5-1. A Rule 10b5-1 Plan must be

entered into in good faith and at a time when the person entering into the plan is not

aware of material nonpublic information and not during a period when a person is subject

to the trading restrictions in Section 6 (Trading Windows) or Section 7 (Event-Specific

Trading Restriction Periods). Once the plan is adopted, the person must not exercise any

influence over the amount of securities to be traded, the price at which they are to be

traded, or the date of the trade. The plan must either specify the amount, pricing and

timing of transactions in advance or delegate discretion on these matters to an

independent third party.

A Rule 10b5-1 Plan must be submitted for approval prior to the entry into the Rule 10b5-1 Plan. The first trade contemplated by the Rule 10b5-1 Plan for any Director or Executive may not begin until the later of (i) 90 days after the adoption or modification of such Plan and (ii) two business days after the Company files a quarterly or annual financial report with the SEC covering the quarter in which the plan was adopted or modified. The first trade contemplated by the Rule 10b5-1 Plan for any person subject to this Policy other than a Director or Executive may not begin until 30 days after the adoption or modification of such Plan.

11.POST-TERMINATION TRANSACTIONS

This Policy continues to apply to transactions even after termination of service with Aon as set forth herein.

If your service with the Company has terminated and you were an Aon Trading

Window Colleague, this Policy will apply until the later of (i) the completion of the second

full trading day following the public release of earnings for the quarter when your service

terminated, and (ii) the completion of the second full trading day after all material nonpublic

information about the Company known to you has become public or is no longer material.

For all others whose service with the Company has terminated, this Policy will

apply until the completion of the second full trading day after all material nonpublic

information about the Company known to you has become public or is no longer material.

12.CONSEQUENCES OF VIOLATION

Please remember that the purchase or sale of securities while in possession of material

nonpublic information or the disclosure of material nonpublic information to others who then

8

trade on the basis of that information is prohibited by law. Insider trading violations are

pursued vigorously by the SEC.

Violations of this Policy may result in regulatory or legal exposure to Aon, including

penalties, fines, reputational damage, loss of clients, and regulatory sanctions to Aon.

Aon monitors compliance with all policies, and will investigate potential or actual

non-compliance by colleagues, subject to local laws.

Non-compliance with this policy may result in consequences to colleagues, including

disciplinary action leading to termination of employment, impact on total rewards, and/or

referral for prosecution, as applicable and subject to local laws. Any employee who becomes

aware of a violation of this Policy should: (i) contact Aon’s General Counsel or (ii) submit a

report to Aon’s Ethics Helpline.

Your compliance with this Policy is of the utmost importance both for you and for

Aon. If you have any questions regarding this Policy or its application to any proposed

transaction, please direct them to the Law and Compliance Department.

Last amended June 27, 2025.

9

EX-21.1

Aon plc - Worldwide Subsidiaries as of December 31, 2025 Exhibit 21

Legal Entity Name	Country Incorporated	State/Province
Admiseg S.A.	Argentina
Aon Argentina Corredores de Reaseguros S.A.	Argentina
Aon Risk Services Argentina S.A.	Argentina
Aon Soluciones S.A.	Argentina
Asevasa Argentina S.A.	Argentina
Marinaro Dundas S.A.	Argentina
SN Re S.A.	Argentina
Swire Blanch MSTC II S.A.	Argentina
Swire Blanch MSTC S.A.	Argentina
Affinity Risk Partners (Brokers) Pty Ltd	Australia
Aon Advisory Australia Pty Limited	Australia
Aon Australia Group Pty Ltd	Australia
Aon Australian Holdco 1 Pty Ltd	Australia
Aon Australian Holdco 2 Pty Ltd	Australia
Aon Australian Holdco 3 Pty Ltd	Australia
Aon Charitable Foundation Pty Ltd	Australia
Aon Consolidated Group Pty Ltd	Australia
Aon Corporation Australia Limited	Australia
Aon Group Pty Ltd	Australia
Aon Hewitt Financial Advice Limited	Australia
Aon Holdings Australia Pty Limited	Australia
Aon Product Design & Development Australia Pty Ltd	Australia
Aon Reinsurance Australia Limited	Australia
Aon Risk & Asset Management Pty Ltd	Australia
Aon Risk Services Australia Limited	Australia

Aon Services Pty Ltd	Australia
Aon Superannuation Pty Ltd	Australia
Cut-e Australia Pty Ltd	Australia
HIA Insurance Services Pty Ltd	Australia
One Underwriting Pty Ltd	Australia
Aon Austria GmbH	Austria
Aon Holdings Austria GmbH	Austria
One Underwriting Agency GmbH (Austria Branch)	Austria
Insurance Company of the Bahamas Limited	Bahamas
J.S. Johnson & Company Limited	Bahamas
Aon Bahrain W.L.L.	Bahrain
Aon Insurance Managers (Barbados) Ltd.	Barbados
Aon Polar (Barbados) Ltd.	Barbados
Aon Belgium B.V.	Belgium
Crion N.V.	Belgium
Probabilitas N.V./S.A.	Belgium
Aon (Bermuda) Ltd.	Bermuda
Aon Bermuda Acquisition Ltd.	Bermuda
Aon Bermuda Holding Company Limited	Bermuda
Aon Bermuda QI Holdings Ltd.	Bermuda
Aon Global Operations Bermuda Limited	Bermuda
Aon Group (Bermuda) Ltd.	Bermuda
Aon Insurance Managers (Bermuda) Ltd.	Bermuda
Aon Reinsurance Bermuda Ltd.	Bermuda
International Risk Management Group Ltd.	Bermuda
Marilla Investment Management Ltd.	Bermuda
One Underwriting (Bermuda) Ltd.	Bermuda
White Rock Insurance (SAC) Ltd.	Bermuda

Aon Bolivia S.A. Corredores de Seguros	Bolivia
Aon Consulting Bolivia S.R.L.	Bolivia
Aon Re Bolivia S.A. Corredores de Reaseguros	Bolivia
Aon Brasil Corretora de Resseguros Ltda.	Brazil
Aon Brasil Holdings Participacoes Ltda	Brazil
Aon Brasil Servicos de Consultoria em Investimentos Ltda	Brazil
Aon Holdings Corretores de Seguros Ltda.	Brazil
Aon Servicos De Saude Ltda.	Brazil
Associacao Instituto Aon	Brazil
NFP (BVI) Limited	British Virgin Islands
NFP Management (Alberta) Corp.	Canada	Alberta
USLP Underwriting Solutions LP	Canada	Alberta
Aon Solutions 3 Limited	Canada	British Columbia
Coles Aon Partnership	Canada	British Columbia
J. Allan Brown Consultants, Inc.	Canada	British Columbia
Aon Canada Holdings N.S. ULC	Canada	Nova Scotia
Aon Finance N.S. 1, ULC	Canada	Nova Scotia
Aon Finance N.S. 5, ULC	Canada	Nova Scotia
Aon Finance N.S. 9, ULC	Canada	Nova Scotia
Aon Reinsurance Canada ULC	Canada	Nova Scotia
Aon Solutions Canada Inc.	Canada	Nova Scotia
Aon Solutions Corp.	Canada	Nova Scotia
2171817 Ontario Inc.	Canada	Ontario
2733832 Ontario Inc.	Canada	Ontario
7193599 Canada Inc.	Canada	Ontario
Aon Canada Inc.	Canada	Ontario
Aon Direct Group Inc.	Canada	Ontario
Aon Finance Canada 1 Corp.	Canada	Ontario

Aon Finance Canada 2 Corp.	Canada	Ontario
Aon Investments Canada Inc.	Canada	Ontario
Aon Reed Stenhouse Inc.	Canada	Ontario
Aon Solutions Canada, a Partnership	Canada	Ontario
CHES Special Risks Inc.	Canada	Ontario
Group Force Benefits Inc.	Canada	Ontario
IAO Actuarial Consulting Services Inc.	Canada	Ontario
K & K Insurance Brokers, Inc. Canada	Canada	Ontario
Linx Underwriting Solutions Inc.	Canada	Ontario
Mondelis Corporation	Canada	Ontario
NFP Canada Corp.	Canada	Ontario
NFP Insurance Services Corp.	Canada	Ontario
Northern Premium Financing Corp.	Canada	Ontario
Townsend (Global Real Estate) GP Ontario Inc.	Canada	Ontario
Aon Parizeau Inc.	Canada	Quebec
Minet Inc.	Canada	Quebec
Aon Insurance Managers (Cayman) Ltd.	Cayman Islands
Aon Polar Cayman 1 Limited	Cayman Islands
Aon Polar Cayman 2 Limited	Cayman Islands
Aon Risk Solutions (Cayman) Ltd.	Cayman Islands
Aon Chile Corredores de Reaseguros Limitada	Chile
Aon Risk Services (Chile) Corredores de Seguros Limitada	Chile
Aon Risk Services (Chile) Inversiones y Servicios Limitada	Chile
Asesorias e Inversiones Benefits SpA	Chile
Benefits Corredores de Seguros SpA	Chile
Inversiones Benfield Chile Ltda.	Chile
Aon Enterprise Solutions (Shanghai) Co., Ltd.	China
Aon-COFCO Insurance Brokers Co., Ltd.	China

Aon Reinsurance Colombia Limitada Corredores de Reaseguros	Colombia
Aon Risk Services Colombia S.A. Corredores de Seguros	Colombia
Salud, Riesgos y Recursos Humanos Consultores Ltda.	Colombia
Tecsefin, S.A.	Colombia
Aon Cyprus Insurance Broker Company Limited	Cyprus
Aon Solutions Cyprus Limited	Cyprus
Aon Central and Eastern Europe a.s.	Czech Republic
Crystal Reinsurance s.r.o.	Czech Republic
ADIS A/S	Denmark
Aon Assessment Denmark A/S	Denmark
Aon Denmark A/S	Denmark
Aon Consulting Ecuador S.A.	Ecuador
Aon Risk Services Ecuador S.A. Agencia Asesora Productora de Seguros	Ecuador
UADBB Aon Baltic (Estonia Branch)	Estonia
Aon (Fiji) Pte Limited	Fiji
ADIS A/S, Suomen sivuliike	Finland
Aon Assessment (Finland) Oy	Finland
Aon Finland Oy	Finland
Aon France	France
Aon Holdings France SNC	France
Aon Services	France
Baloo	France
Delta Assurances	France
New Delta	France
Aon Beteiligungsmanagement Deutschland GmbH & Co. KG	Germany
Aon Deutschland Beteiligungs GmbH	Germany
Aon Holding Deutschland GmbH	Germany
Aon Human Capital Solutions GmbH	Germany

Aon Pensions Insurance Broker GmbH	Germany
Aon Risiko- und Unternehmensberatungs GmbH	Germany
Aon Solutions Germany GmbH	Germany
Aon Trust Germany GmbH	Germany
Aon Versicherungsberatungs GmbH	Germany
Aon Versicherungsmakler Deutschland GmbH	Germany
Hamburger Gesellschaft zur Forderung des Versicherungswesens mbH	Germany
Karl Kollner Versicherungsmakler GmbH	Germany
One Underwriting Agency GmbH	Germany
PRORUCK Ruckversicherungs-Aktiengesellschaft	Germany
Aon Insurance Managers (Gibraltar) Limited	Gibraltar
White Rock Insurance (Gibraltar) PCC Limited	Gibraltar
Aon Greece S.A.	Greece
Aon Solutions Greece S.A.	Greece
Aon Insurance Managers (Guernsey) Limited	Guernsey
Aon Insurance Managers (Holdings) Limited	Guernsey
Aon Services (Guernsey) Limited	Guernsey
Lincolnshire Insurance Company PCC Limited	Guernsey
Lombard Trustee Company Limited	Guernsey
White Rock Insurance (Guernsey) ICC Limited	Guernsey
White Rock Insurance Company PCC Limited	Guernsey
Aon Holdings Hong Kong Limited	Hong Kong
Aon Hong Kong Limited	Hong Kong
Aon Reinsurance China Limited	Hong Kong
Aon Securities (Hong Kong) Limited	Hong Kong
Aon Services Hong Kong Limited	Hong Kong
Aon Solutions Hong Kong Limited	Hong Kong
Essar Insurance Services Limited	Hong Kong

Aon Hungary Insurance Brokers Risk and Human Consulting LLC	Hungary
Aon Consulting Private Limited	India
Aon Risk Insurance Brokers India Private Limited	India
PT Aon Indonesia Insurance Brokers	Indonesia
PT Aon Reinsurance Brokers Indonesia	Indonesia
Aon Bahrain W.L.L. (Iraq Branch)	Iraq
Aiken Insurances Limited	Ireland
Aon Assessment (Ireland) Limited	Ireland
Aon Broking Technology Limited	Ireland
Aon Commercial Services and Operations Ireland Limited	Ireland
Aon Commercial Services Ireland Limited	Ireland
Aon Insurance Managers (Dublin) Limited	Ireland
Aon Insurance Managers (Shannon) Limited	Ireland
Aon Investment Holdings Ireland Limited	Ireland
Aon Ireland Limited	Ireland
Aon plc	Ireland
Aon Polar Ireland 1 Limited	Ireland
Aon Polar Ireland 2 Limited	Ireland
Aon Solutions Ireland Limited	Ireland
Aon Treasury Ireland Limited (in liquidation)	Ireland
Aon Treasury Management Limited	Ireland
Becketts (Trustees) Limited	Ireland
Cut-e Assessment Global Holdings Limited	Ireland
Driftbrook Unlimited Company	Ireland
Griffiths & Armour Europe Designated Activity Company	Ireland
Margin Investments Limited	Ireland
NFP Commercial Insurance Solutions (Ireland) Limited	Ireland
NFP Consultancy EU Holdings Limited	Ireland

NFP HR Solutions Ireland Limited	Ireland
NFP Ireland Consultants Limited	Ireland
NFP Ireland Management Limited	Ireland
Private Clients Trustees Limited	Ireland
Randolph Finance Unlimited Company	Ireland
Sea Change Corporate Limited	Ireland
Sea Change Limited	Ireland
Sean Barrett Bloodstock Insurances Limited	Ireland
The Aon Ireland MasterTrustee DAC	Ireland
Aon (Isle of Man) Limited	Isle of Man
Aon Corporate Services (Isle of Man) Limited	Isle of Man
Aon Holdings (Isle of Man) Limited	Isle of Man
Aon Insurance Managers (Isle of Man) Limited	Isle of Man
White Rock Employee Benefits PCC (Isle of Man) Limited	Isle of Man
Aon Holdings Israel Ltd.	Israel
Aon Israel Insurance Brokerage Ltd.	Israel
Aon Reinsurance Israel Ltd.	Israel
Delek Motors Insurance Agency (2003) Ltd.	Israel
I. Beck Insurance Agency (1994) Ltd.	Israel
National Insurance Office Ltd.	Israel
Ronnie Elementary Insurance Agency Ltd.	Israel
Aon Advisory and Solutions S.r.l.	Italy
Aon Italia S.r.l.	Italy
Aon Reinsurance Italia S.p.A.	Italy
Aon S.p.A. Insurance & Reinsurance Brokers	Italy
Coverall S.r.l. Insurance and Reinsurance Underwriting Agency	Italy
Global Safe Insurance Broker S.r.l.	Italy
One Underwriting S.r.l.	Italy

Aon Group Japan Limited	Japan
Aon Holdings Japan Ltd.	Japan
Aon Japan Ltd.	Japan
Aon Solutions Japan Ltd.	Japan
Aon Consulting Kazakhstan LLP	Kazakhstan
Insurance Broker Aon Kazakhstan LLP	Kazakhstan
UADBB Aon Baltic (Latvia Branch)	Latvia
Aon Insurance Managers (Liechtenstein) AG	Liechtenstein
One Underwriting UAB	Lithuania
UADBB Aon Baltic	Lithuania
Aon Belgium B.V. (Luxembourg Branch)	Luxembourg
Aon Global Operations Holdings 1 S.a r.l.	Luxembourg
Aon Global Operations Holdings S.a r.l.	Luxembourg
Aon Global Operations Luxembourg S.a r.l.	Luxembourg
Aon Global Operations SE	Luxembourg
Aon Global Operations SE Singapore Branch	Luxembourg
Aon Global Risk Consulting Luxembourg S.a r.l.	Luxembourg
Aon Insurance Managers (Luxembourg) S.A.	Luxembourg
Aon Neudorf Finance S.a r.l.	Luxembourg
Aon Randolph Luxembourg S.a r.l.	Luxembourg
Aon Re Canada Holdings S.a r.l.	Luxembourg
Aon Hong Kong Limited (Macau Branch)	Macau
Aon Insurance Brokers (Malaysia) Sdn. Bhd.	Malaysia
Aon Malaysia Sdn. Bhd.	Malaysia
Aon Reinsurance Malaysia Limited	Malaysia
Aon Insurance Managers (Malta) PCC Limited	Malta
Aon Malta Affinity Services Limited	Malta
Aon Services (Malta) Limited	Malta

White Rock Insurance (Europe) PCC Limited	Malta
White Rock Insurance (Netherlands) PCC Limited	Malta
Aon Mauritius Holdings	Mauritius
Aon Affinity Mexico Agente de Seguros y de Fianzas, S.A. de C.V.	Mexico
Aon Affinity Mexico, S.A. de C.V.	Mexico
Aon Life, Agente de Seguros, S.A. de C.V.	Mexico
Aon Mexico Business Support, S.A. de C.V.	Mexico
Aon Mexico Holdings, S. de R.L. de C.V.	Mexico
Aon Mexico Intermediario de Reaseguro, S.A. de C.V.	Mexico
Aon Risk Solutions Agente de Seguros y de Fianzas, S.A. de C.V.	Mexico
E.R.N. Evaluacion de Riesgos Naturales y Antropogenicos, S.A. de C.V.	Mexico
Hewitt Associates, S.C.	Mexico
Hewitt Beneficios Agente de Seguros y de Fianzas, S.A. de C.V.	Mexico
Aon Acore S.a r.l.	Morocco
Casablanca Intermediation Company S.a r.l.	Morocco
Alexander & Alexander Holding B.V.	Netherlands
Aon 4 B.V.	Netherlands
Aon Americas Holdings B.V.	Netherlands
Aon APAC Holdings B.V.	Netherlands
Aon Delta Netherlands B.V.	Netherlands
Aon Global Risk Consulting B.V.	Netherlands
Aon Groep Nederland B.V.	Netherlands
Aon Group Holdings International 1 B.V.	Netherlands
Aon Group Holdings International 2 B.V.	Netherlands
Aon Group International B.V.	Netherlands
Aon Holdings B.V.	Netherlands
Aon Holdings East 25 B.V.	Netherlands
Aon Holdings International B.V.	Netherlands

Aon Holdings Mid Europe B.V.	Netherlands
Aon International B.V.	Netherlands
Aon Investments Netherlands B.V.	Netherlands
Aon LATAM Holdings N.V.	Netherlands
Aon Meeus Assurantien B.V.	Netherlands
Aon Nederland C.V.	Netherlands
Aon Netherlands Operations B.V.	Netherlands
Aon Polar Netherlands 1 B.V.	Netherlands
Aon Real Estate B.V.	Netherlands
Aon Risk Services EMEA B.V.	Netherlands
Aon Trust Services B.V.	Netherlands
Bekouw Mendes C.V.	Netherlands
Celinvest Amsterdam B.V.	Netherlands
One Underwriting B.V.	Netherlands
Aon Holdings New Zealand	New Zealand
Aon New Zealand	New Zealand
Aon New Zealand Group	New Zealand
Aon Product Design and Development New Zealand Limited	New Zealand
Aon Reinsurance New Zealand Limited	New Zealand
Aon Assessment (Norway) AS	Norway
Aon Norway AS	Norway
Aon Majan LLC	Oman
Aon Risk Services (PNG) Limited	Papua New Guinea
Aon Peru Corredores de Reaseguros S.A.	Peru
Aon Peru Corredores de Seguros S.A.	Peru
Aon Soluciones S.A.C.	Peru
Aon Insurance and Reinsurance Brokers Philippines Inc.	Philippines
Aon Polska Services Sp. z o.o.	Poland

Aon Polska Sp. z o.o.	Poland
Aon Sp. z o.o.	Poland
Aon Portugal - Consultores, Unipessoal, Lda.	Portugal
Aon Portugal, S.A.	Portugal
Aon Reinsurance S.A.	Portugal
One Underwriting B.V. (Portugal Branch)	Portugal
Aon Reinsurance Puerto Rico, Inc.	Puerto Rico
Aon Risk Solutions of Puerto Rico, Inc.	Puerto Rico
Hewitt Insurance, Inc.	Puerto Rico
Ikon Communications, Inc.	Puerto Rico
Ikon Executive & Staffing Solutions, Inc.	Puerto Rico
Ikon Insurance, Inc.	Puerto Rico
Ikon Solutions, Inc.	Puerto Rico
International Global Services LLC	Puerto Rico
L. Campo & Asociados, Inc.	Puerto Rico
Aon Qatar LLC	Qatar
Aon Solutions QFC Branch	Qatar
Aon Consulting Romania SRL	Romania
Aon Romania Broker de Asigurare - Reasigurare SRL	Romania
A.R.S. Insurance Agency LLC	Russia
A.R.S. Insurance Brokers LLC	Russia
Aon Arabia for Trade Services Ltd.	Saudi Arabia
Aon Arabia Insurance Brokers LLC	Saudi Arabia
Aon Middle East and North Africa Regional Headquarters LLC	Saudi Arabia
Aon Reinsurance Brokers Saudi Arabia LLC	Saudi Arabia
Alexander & Alexander (Asia) Holdings Pte Ltd	Singapore
Aon Insurance Agencies Pte. Ltd.	Singapore
Aon Insurance Managers (Singapore) Pte Ltd	Singapore

Aon Polar Singapore 2 Pte. Ltd.	Singapore
Aon Polar Singapore 3 Pte. Ltd.	Singapore
Aon Polar Singapore 5 Pte. Ltd.	Singapore
Aon Polar Singapore 6 Pte. Ltd.	Singapore
Aon Polar Singapore 7 Pte. Ltd.	Singapore
Aon Polar Singapore Pte. Ltd.	Singapore
Aon Randolph Singapore 3 Pte. Ltd.	Singapore
Aon Reinsurance Solutions Asia Pte. Ltd.	Singapore
Aon Singapore (Broking Centre) Pte. Ltd.	Singapore
Aon Singapore Acquisition Pte. Ltd.	Singapore
Aon Singapore Center for Innovation, Strategy and Management Pte. Ltd.	Singapore
Aon Singapore Pte. Ltd.	Singapore
Aon Solutions Singapore Pte. Ltd.	Singapore
Stenhouse (South East Asia) Private Limited	Singapore
Aon Bratislava s.r.o.	Slovakia
Aon Central and Eastern Europe a.s. (Slovakia Branch)	Slovakia
Aon Consulting South Africa (Pty) Ltd	South Africa
Aon Holdings Sub-Sahara Africa (Pty) Ltd	South Africa
Aon Limpopo (Pty) Ltd	South Africa
Aon Re Africa (Pty) Ltd	South Africa
Aon South Africa (Pty) Ltd	South Africa
Aon Korea Inc.	South Korea
Aon Life Solutions APAC LLC	South Korea
Aon Consulting Services S.A.	Spain
Aon Iberia Correduria de Seguros y Reaseguros, S.A.U.	Spain
Aon Marketing Directo, S.A.U.	Spain
Aon Reinsurance Iberia Correduria de Reaseguros, S.A.U.	Spain
Aon Southern Europe y Cia, S.L.	Spain

CoverWallet Innovations, S.L.U.	Spain
Fundacion Aon Espana	Spain
Grupo Innovac Sociedad Correduria de Seguros, S.A.	Spain
Inspiring Benefits, S.L.	Spain
One Underwriting Agencia de Suscripsion, S.L.U.	Spain
Aon Assessment (Sweden) AB	Sweden
Aon Global Risk Consulting AB	Sweden
Aon Solutions Sweden AB	Sweden
Aon Sweden AB	Sweden
Aon Insurance Managers (Switzerland) AG	Switzerland
Aon Schweiz AG	Switzerland
Aon Underwriting (Schweiz) AG	Switzerland
Assimedia SA	Switzerland
Aon Management Consulting Taiwan Ltd.	Taiwan
Aon Taiwan Ltd.	Taiwan
Aon (Thailand) Limited	Thailand
Aon Consulting (Thailand) Limited	Thailand
Aon Group (Thailand) Limited	Thailand
Aon Re (Thailand) Limited	Thailand
Aon Risk Services (Thailand) Limited	Thailand
Aon Solutions (Thailand) Ltd.	Thailand
Aon Energy Caribbean Limited	Trinidad and Tobago
Aon Sigorta ve Reasurans Brokerligi A.S.	Turkey
Aon Solutions Turkey Danismanlik A.S.	Turkey
J.S. Johnson & Company (Turks & Caicos) Limited	Turks And Caicos Islands
Aon Finland Oy (Rep. office) (Ukraine Branch)	Ukraine
Aon Ukraine LLC	Ukraine
Aon (DIFC) Gulf Limited	United Arab Emirates

Aon Holdings Middle East Ltd	United Arab Emirates
Aon Management Services (Middle East) Limited	United Arab Emirates
Aon Middle East Co LLC	United Arab Emirates
Aon Middle East Consulting LLC	United Arab Emirates
Aon Neudorf Finance S.a r.l. (Dubai Branch)	United Arab Emirates
Aon Reinsurance Solutions MENA Limited	United Arab Emirates
Aon Retirement Solutions Limited	United Arab Emirates
Aon Solutions Middle East Limited	United Arab Emirates
Cut-e Consult DMCC	United Arab Emirates
McLagan Partners, Inc. (Dubai Branch)	United Arab Emirates
Advanced Insurance Consultants Limited	United Kingdom
Annan Insurance Services Limited	United Kingdom
Aon ANZ Holdings Limited	United Kingdom
Aon Assessment (UK) Limited	United Kingdom
Aon Belgium B.V. (UK Branch)	United Kingdom
Aon Consulting Financial Services Limited	United Kingdom
Aon Consulting Limited	United Kingdom
Aon DC Trustee Limited	United Kingdom
Aon Finance UK 1 Limited	United Kingdom
Aon Finance UK 2 Limited	United Kingdom
Aon Finance UK 3 Limited	United Kingdom
Aon Finance UK 4 Limited	United Kingdom
Aon Finance UK 5 Limited	United Kingdom
Aon Global Holdings Intermediaries Limited	United Kingdom
Aon Global Holdings plc	United Kingdom
Aon Global Limited	United Kingdom
Aon Holdings Limited	United Kingdom
Aon Investments Limited	United Kingdom

Aon Life Solutions Limited	United Kingdom
Aon Minet Pension Trustees Limited	United Kingdom
Aon Overseas Holdings Limited	United Kingdom
Aon Pension Trustees Limited	United Kingdom
Aon Polar UK 1 Limited	United Kingdom
Aon Polar UK 2 Limited	United Kingdom
Aon Polar UK 3 Limited	United Kingdom
Aon Randolph UK Limited	United Kingdom
Aon Securities Limited	United Kingdom
Aon Solutions UK Limited	United Kingdom
Aon UK Group Limited	United Kingdom
Aon UK Holdings Intermediaries Limited	United Kingdom
Aon UK Holdings Limited	United Kingdom
Aon UK Limited	United Kingdom
Aon UK Trustees Limited	United Kingdom
Aon US & International Holdings Limited	United Kingdom
Arma Karma Limited	United Kingdom
Bacon & Woodrow Partnerships Limited	United Kingdom
Beaubien UK Finance Limited	United Kingdom
Bspoke Central Services Ltd	United Kingdom
Bspoke Commercial Ltd	United Kingdom
Bspoke Insurance Group Ltd	United Kingdom
Bspoke Lifestyle Ltd	United Kingdom
Bspoke Management Services Ltd	United Kingdom
Bspoke Uniformed Services Limited	United Kingdom
Click 2 Insure Ltd	United Kingdom
CoSec 2000 Limited	United Kingdom
Direct Safety Solutions Ltd	United Kingdom

Friary Insurance Services Limited	United Kingdom
Get Medical Plans Limited	United Kingdom
Gravity Risk Services (East) Ltd	United Kingdom
Gravity Risk Services Limited	United Kingdom
Griffiths & Armour	United Kingdom
Griffiths & Armour (Holdings) Limited	United Kingdom
Griffiths & Armour Global Risks Limited	United Kingdom
Griffiths & Armour Insurance Brokers Limited	United Kingdom
Griffiths & Armour Limited	United Kingdom
Griffiths & Armour Professional Risks Limited	United Kingdom
Griffiths & Armour Risk Management Limited	United Kingdom
Hallam Green Insurance Services Limited	United Kingdom
Henderson Insurance Brokers Limited	United Kingdom
Honest Employment Law Practice Ltd	United Kingdom
Insurance, Risk & Claims Management Limited	United Kingdom
Insureit UK Ltd	United Kingdom
Johnson Fleming Future Life Planning Limited	United Kingdom
Johnson Fleming Group Limited	United Kingdom
Johnson Fleming Limited	United Kingdom
Johnson Fleming Services Limited	United Kingdom
K.G.J. Insurance Services (Midlands) Limited	United Kingdom
KGJ Commercial Insurance Services Limited	United Kingdom
KGJ Insurance Services Limited	United Kingdom
Mason James Insurance Services Limited	United Kingdom
Mayfield Holdings Limited	United Kingdom
McLagan (Aon) Limited	United Kingdom
Minet Group	United Kingdom
Miramar Underwriting Limited	United Kingdom

MPM Insurance Services Limited	United Kingdom
NFP Benefits Consultants Limited	United Kingdom
NFP Commercial Solutions Limited	United Kingdom
NFP Financial Planning Limited	United Kingdom
NFP HR Solutions Limited	United Kingdom
NFP Insurance Services Limited	United Kingdom
NFP Management Limited	United Kingdom
NFP UK Holdings Limited	United Kingdom
One Underwriting B.V. (UK Branch)	United Kingdom
PMGI Limited	United Kingdom
PMHC Limited	United Kingdom
Portus Consulting Limited	United Kingdom
Provego Limited	United Kingdom
Resolute Acquisitions Limited	United Kingdom
Resolute-IS Limited	United Kingdom
SLE Worldwide Limited	United Kingdom
The Aon MasterTrustee Limited	United Kingdom
The Cronin Insurance Consultancy Ltd	United Kingdom
The Family Fleet Insurance Services Limited	United Kingdom
The KGJ Insurance Services Group Limited	United Kingdom
NFP Resources VI Insurance Agency, Inc.	United States	Alabama
International Insurance Group, Inc.	United States	Arizona
National Association of Independent Healthcare Professionals	United States	Arizona
NFP Healthcare Industry Insurance Services, Inc.	United States	Arizona
TMS-CBS RPG, LLC	United States	Arizona
Totalis Benefits, Inc.	United States	Arizona
The Thomas Insurance Agency of Benton, Inc.	United States	Arkansas
AIS Affinity Insurance Agency, Inc.	United States	California

Allen Insurance Associates, Inc.	United States	California
Aon Consulting & Insurance Services	United States	California
Aon Financial & Insurance Solutions, Inc.	United States	California
Aon Risk Insurance Services West, Inc.	United States	California
Aon/Albert G. Ruben Insurance Services, Inc.	United States	California
Cananwill, Inc.	United States	California
Citadel Insurance Managers, Inc.	United States	California
Coalition for Benefits Equality and Choice	United States	California
D/A Financial Insurance Services, Inc.	United States	California
Driscoll Insurance Agency, Inc.	United States	California
Dublin Insurance Services, Inc.	United States	California
Excel Bonds & Insurance Services, Inc.	United States	California
Fullerton Insurance Service, Inc.	United States	California
Howard M. Koff, Inc.	United States	California
Johnson Rooney Welch, Inc.	United States	California
MexiPass International Insurance Services, LLC	United States	California
NFP CA Insurance Services, Inc.	United States	California
NFP Corporate Insurance Services (CA), Inc.	United States	California
NFP Individual Health Insurance Services, Inc.	United States	California
Presidio Financial Services Corporation	United States	California
Randel L. Perkins Insurance Services, Inc.	United States	California
RealCare Insurance Marketing, Inc.	United States	California
Santa Maria & Company	United States	California
Thoits Insurance Service, Inc.	United States	California
Transit Insurance Services, Inc.	United States	California
Windsor Insurance Associates, Inc.	United States	California
Wrapid Specialty, Inc.	United States	California
Wright Insurance Agency	United States	California

Alexander Benefits Consulting, LLC	United States	Colorado
Brewers Insurance Cooperative of Colorado, LLC	United States	Colorado
Brokerage Design & Consultants, Inc.	United States	Colorado
NFP Corporate Services (CO), Inc.	United States	Colorado
Olson & Olson Insurance Services Inc.	United States	Colorado
Outdoor Insurance Group, Inc.	United States	Colorado
Recreation & Leisure Providers RPG, Inc.	United States	Colorado
Specialty Insurance Consultants, LLC	United States	Colorado
Farmington Administrative Services, LLC	United States	Connecticut
Professional Pensions, Inc.	United States	Connecticut
Schuster Driscoll, LLC	United States	Connecticut
TANGO Administrative and Management Services, LLC	United States	Connecticut
The Alliance for Nonprofit Growth and Opportunity, Inc.	United States	Connecticut
3A Partners, LLC	United States	Delaware
AJZ of Maryland, LLC	United States	Delaware
Alan J. Zuccari, LLC	United States	Delaware
AMXH, LLC	United States	Delaware
Aon Advantage Funds Holding Corporation	United States	Delaware
Aon Advantage Funds LLC	United States	Delaware
Aon Chile Holdings, LLC	United States	Delaware
Aon Corporation	United States	Delaware
Aon Finance US 1, LLC	United States	Delaware
Aon Finance US 2, LLC	United States	Delaware
Aon Harbor 1 LLC	United States	Delaware
Aon Harbor 2 LLC	United States	Delaware
Aon Insurance Agency LLC	United States	Delaware
Aon Investments Holdco LLC	United States	Delaware
Aon IP Advantage Fund GP LLC	United States	Delaware

Aon KHF Fund GP LLC	United States	Delaware
Aon M&G IP Credit Fund GP LLC	United States	Delaware
Aon Mexico Holdings, LLC	United States	Delaware
Aon North America, Inc.	United States	Delaware
Aon Premium Finance, LLC	United States	Delaware
Aon Private Credit Opportunities GP LLC	United States	Delaware
Aon Private Investments GP LLC	United States	Delaware
Aon Reinsurance Holdings, Inc.	United States	Delaware
Aon Retirement Plan Advisors, LLC	United States	Delaware
Aon Risk Services (Holdings) of Latin America, Inc.	United States	Delaware
Aon Securities LLC	United States	Delaware
Aon Services Group, Inc.	United States	Delaware
Aon Solutions US, LLC	United States	Delaware
Aon Underwriting Managers, Inc.	United States	Delaware
Aon US Holdings 2, Inc.	United States	Delaware
Aon US Holdings, Inc.	United States	Delaware
AS Holdings, Inc.	United States	Delaware
ASPN Insurance Agency, LLC	United States	Delaware
Blanch Americas Inc.	United States	Delaware
Blue Sky Risk Holdings, LLC	United States	Delaware
Brownyard MacLean Security Insurance Services, LLC	United States	Delaware
BSR Holdings Services, LLC	United States	Delaware
BWD Sports and Entertainment, LLC	United States	Delaware
Cananwill Corporation	United States	Delaware
CoverWallet Science, Inc.	United States	Delaware
CoverWallet, Inc.	United States	Delaware
Crescent Meadow, LLC	United States	Delaware
E.W. Blanch International Inc.	United States	Delaware

eMed Population Health, Inc.	United States	Delaware
Equias Alliance, LLC	United States	Delaware
FieldTech Blocker Holdings Inc.	United States	Delaware
FieldTech Holdings, LLC	United States	Delaware
FieldTech, LLC	United States	Delaware
Fleischer-Jacobs & Associates, Inc.	United States	Delaware
Golden & Cohen 4, LLC	United States	Delaware
Inspire Investment Holdings, LLC	United States	Delaware
Insured Connect, LLC	United States	Delaware
IRM/GRC Holding Inc.	United States	Delaware
Juno Employee ServicesCo, LLC	United States	Delaware
Lyons Insurance Agency, LLC	United States	Delaware
Massachusetts Business Association, L.L.C.	United States	Delaware
McLagan Partners Asia, Inc.	United States	Delaware
McLagan Partners, Inc.	United States	Delaware
MIE Financial Services, LLC	United States	Delaware
MIE Holdings, LLC	United States	Delaware
Muirfield Underwriters, Ltd.	United States	Delaware
NFP Brokerage Insurance Services, Inc.	United States	Delaware
NFP Corp.	United States	Delaware
NFP Corporate Services (TX), LLC	United States	Delaware
NFP Equipment, LLC	United States	Delaware
NFP Executive Benefits, LLC	United States	Delaware
NFP Health Services Administrators, LLC	United States	Delaware
NFP Inspire JV Holdings, LLC	United States	Delaware
NFP Intermediate Holdings B Corp.	United States	Delaware
NFP Mid-Atlantic SG, LLC	United States	Delaware
NFP MIE, LLC	United States	Delaware

NFP-FieldTech Holdings LLC	United States	Delaware
Pantheon Risk, LLC	United States	Delaware
Paragon Strategic Solutions Inc.	United States	Delaware
Park Shield LLC	United States	Delaware
PathWise Solutions Group LLC	United States	Delaware
Potomac Basin Group Associates, LLC	United States	Delaware
Praxis Insurance Associates, LLC	United States	Delaware
Premier Auto Finance, Inc.	United States	Delaware
Private Equity Partnership Structures I, LLC	United States	Delaware
Protecdiv, Inc.	United States	Delaware
ProtegeMex, LLC	United States	Delaware
QuadScore D&O, LLC	United States	Delaware
QuadScore Insurance Services, LLC	United States	Delaware
Quantum Risk Solutions LLC	United States	Delaware
Randolph Acquisition Corp.	United States	Delaware
Scott Litman Insurance Agency, LLC	United States	Delaware
Servarus Financial, LLC	United States	Delaware
Servarus Systems, LLC	United States	Delaware
Servarus, LLC	United States	Delaware
Specialty Program Solutions, LLC	United States	Delaware
T2GN, LLC	United States	Delaware
The COMP Consulting Companies, LLC	United States	Delaware
Aon Risk Services, Inc. of Washington, D.C.	United States	District of Columbia
Huntington T. Block Insurance Agency, Inc.	United States	District of Columbia
Alterity Group, LLC	United States	Florida
Annette Willis Insurance Agency, LLC	United States	Florida
Aon Edge Insurance Agency, Inc.	United States	Florida
Aon Risk Services, Inc. of Florida	United States	Florida

DGU Insurance Associates, LLC	United States	Florida
Leverage Benefits Group, LLC	United States	Florida
MFB Financial, Inc.	United States	Florida
Pinetree Capitol LLC	United States	Florida
RYDY JTH 2, LLC	United States	Florida
Alliance HealthCard of Florida, Inc.	United States	Georgia
Alliance HealthCard, Inc.	United States	Georgia
Balser Financial Corporation	United States	Georgia
Benefit Plan Services, LLC	United States	Georgia
Executive Services Securities, LLC	United States	Georgia
Fallon Benefits Group, Inc.	United States	Georgia
Insurance Specialty Group, LLC	United States	Georgia
NFP Wealth and Retirement, LLC	United States	Georgia
NuVision Financial Corporation, Inc.	United States	Georgia
Renaissance Bank Advisors, LLC	United States	Georgia
ShawHankins, Inc.	United States	Georgia
The Management Compensation Group/Southeast, LLC	United States	Georgia
Aon Risk Services, Inc. of Hawaii	United States	Hawaii
Aon Fac, Inc.	United States	Illinois
Aon Foundation	United States	Illinois
Aon Investments USA Inc.	United States	Illinois
Aon Private Risk Management Insurance Agency, Inc.	United States	Illinois
Aon Re, Inc.	United States	Illinois
Aon Risk Consultants, Inc.	United States	Illinois
Aon Risk Services (Holdings) of the Americas, Inc.	United States	Illinois
Aon Risk Services Central, Inc.	United States	Illinois
Aon Service Corporation	United States	Illinois
Aon Trust Company LLC	United States	Illinois

Assurance Licensing Services, Inc.	United States	Illinois
Benefit Planning Services, Inc.	United States	Illinois
David A. Marcus & Associates, Inc.	United States	Illinois
Deerfield Financial Group, LLC	United States	Illinois
Delott & Associates, Inc.	United States	Illinois
Financial & Professional Risk Solutions, Inc.	United States	Illinois
Impact Forecasting, L.L.C.	United States	Illinois
INPOINT, INC.	United States	Illinois
National Enrollment Services, Inc.	United States	Illinois
New Cochlan Group Holdings, LLC	United States	Illinois
NFP Corporate Services (IL), Inc.	United States	Illinois
Pro Financial Services, LLC	United States	Illinois
STA Benefits Holdings, LLC	United States	Illinois
TF Holdings, LLC	United States	Illinois
The Cochlan Group, LLC	United States	Illinois
Thompson Flanagan & Company, LLC	United States	Illinois
Thompson Flanagan Benefits Group, LLC	United States	Illinois
Thompson Flanagan Executive Liability Group, LLC	United States	Illinois
City Securities Insurance, LLC	United States	Indiana
Clippinger Financial Group, L.L.C.	United States	Indiana
Commerce Insurance Group, LLC	United States	Indiana
First Person, Inc.	United States	Indiana
K & K Insurance Group, Inc.	United States	Indiana
Richard S. Miller & Sons, Inc.	United States	Indiana
Specialty Benefits, Inc.	United States	Indiana
DNA Brokerage, L.L.C.	United States	Iowa
HM Benefits, LLC	United States	Louisiana
NFP Corporate Services (LA), Inc.	United States	Louisiana

Southern Insurance Agency, L.L.C.	United States	Louisiana
Underwriters Marine Services, Inc.	United States	Louisiana
Aon Group, Inc.	United States	Maryland
Aon Risk Services Companies, Inc.	United States	Maryland
Aon Risk Services, Inc. of Maryland	United States	Maryland
Associated Insurance Centers, LLC	United States	Maryland
Golden & Cohen, LLC	United States	Maryland
Insurance Management Group, Inc.	United States	Maryland
Lenders Risk Management, Inc.	United States	Maryland
Martin/Wight & Company, LLC	United States	Maryland
Martin/Wight Investments, LLC	United States	Maryland
Meltzer-Karlin Property and Casualty, Inc.	United States	Maryland
Professional Benefits Solutions, Inc.	United States	Maryland
The Meltzer Group, Inc.	United States	Maryland
American Benefits Insurance Corporation	United States	Massachusetts
Boston Insurance Trust, Inc.	United States	Massachusetts
EBS/Foran Insurance and Advisory Services, Inc.	United States	Massachusetts
Felton, Berlin & Erdmann Insurance Services, Inc.	United States	Massachusetts
International Risk - IRC, Inc.	United States	Massachusetts
PartnersFinancial Insurance Agency, Inc.	United States	Massachusetts
United Business Insurance Agency, Inc.	United States	Massachusetts
Benefits Partner, LLC	United States	Michigan
Cambridge Consulting Group LLC	United States	Michigan
Colburn Risk Holdings LLC	United States	Michigan
Flynn & Company, Inc.	United States	Michigan
Flynn and Company Employee Benefit Services	United States	Michigan
NFP Schechter Benefits, LLC	United States	Michigan
Diversified Brokerage Services, Inc.	United States	Minnesota

ECA Advisors, LLC	United States	Minnesota
ECA Marketing, Inc.	United States	Minnesota
Modern Survey, Inc.	United States	Minnesota
NFP Corporate Services (MN), Inc.	United States	Minnesota
Sherman Insurance Agency, LLC	United States	Minnesota
The KNW Group, LLC	United States	Minnesota
Association of Rural and Small Town Americans	United States	Missouri
Valued Pharmacy Services of the Midwest, LLC	United States	Missouri
FR & Associates, LLC	United States	Nevada
Futurity Group, Inc.	United States	Nevada
Inspire Trust Company, National Association	United States	Nevada
National Distribution Consultants, LLC	United States	Nevada
American Benefits Management Corp.	United States	New Hampshire
Aon Consulting, Inc.	United States	New Jersey
Aon TC Holdings, Inc.	United States	New Jersey
ARMRISK CORP.	United States	New Jersey
B E P International Corp.	United States	New Jersey
BMI Benefits, L.L.C.	United States	New Jersey
Bob McCloskey Agency, LLC	United States	New Jersey
Custom Benefit Programs, Inc.	United States	New Jersey
DGU Associates of New Jersey LLC	United States	New Jersey
Hafetz and Associates, L.L.C.	United States	New Jersey
NFP Corporate Services (PA), Inc.	United States	New Jersey
Preferred Benefits Group, Inc.	United States	New Jersey
Shepard & Scott Corp.	United States	New Jersey
IRC, Inc.	United States	New Mexico
Alexander Reinsurance Intermediaries, Inc.	United States	New York
Alta Associates, Inc.	United States	New York

Aon Consulting, Inc.	United States	New York
Aon Property Risk Consulting, Inc.	United States	New York
Aon Risk Services Northeast, Inc.	United States	New York
ARM International Corp.	United States	New York
Arnone, Lowth, Wilson & Leibowitz, Inc.	United States	New York
Blumencranz, Klepper, Wilkins & Dubofsky, Ltd.	United States	New York
BWD Agency Inc.	United States	New York
Cammack Health LLC	United States	New York
CIC Group, LLC	United States	New York
Dreyfuss & Birke, Ltd.	United States	New York
Executive Life Solutions, Inc.	United States	New York
Fort General Agency, Inc.	United States	New York
GCG Risk Management, Inc.	United States	New York
GMAG Risk Management, LLC	United States	New York
Lane McVicker, LLC	United States	New York
Lenox Advisors, Inc.	United States	New York
Lenox Brokerage Insurance Services, Inc.	United States	New York
Lenox Long Term Care, LLC	United States	New York
Nemco Benefits, Inc.	United States	New York
Nemco Brokerage, Inc.	United States	New York
NFP Corporate Services (NY), LLC	United States	New York
NFP of New York Insurance Agency, Inc.	United States	New York
NFP Property & Casualty Services, Inc.	United States	New York
NFP Resources V Insurance Agency, Inc.	United States	New York
NFP Risk Management Services, Inc.	United States	New York
Pilot Benefits Group, LLC	United States	New York
Rose & Kiernan, Inc.	United States	New York
The Morley Agency, Inc.	United States	New York

Trinity Managers International, Inc.	United States	New York
Aon Risk Services South, Inc.	United States	North Carolina
Blue Ridge Captive Solutions PCC, Inc.	United States	North Carolina
Blue Ridge Incorporated Cell 13, Inc. - Catilize Health	United States	North Carolina
Blue Ridge Incorporated Cell 2, Inc.	United States	North Carolina
Blue Ridge Incorporated Cell 8, Inc. – Producer’s Health Alliance	United States	North Carolina
Blue Ridge Incorporated Cell 9, Inc. – Excel Health Alliance	United States	North Carolina
ECU Incorporated Cell 1, Inc.	United States	North Carolina
NFP Corporate Services (SE), Inc.	United States	North Carolina
Aon Ward Financial Corporation	United States	Ohio
ARM International Insurance Agency Corp.	United States	Ohio
BD Capital Partners LLC	United States	Ohio
Employee Benefits International, Inc.	United States	Ohio
International Risk Management (Americas), Inc.	United States	Ohio
NFP Corporate Services (OH), Inc.	United States	Ohio
Progressive Benefits Agency Inc	United States	Ohio
Ward Financial Group, Inc.	United States	Ohio
Access Plans USA, Inc.	United States	Oklahoma
Aon Benefit Solutions Inc.	United States	Oklahoma
Benefit Marketing Solutions, L.L.C.	United States	Oklahoma
BMS Insurance Agency, L.L.C.	United States	Oklahoma
NFP Corporate Services (OK), LLC	United States	Oklahoma
Retirement Investment Advisors, Inc.	United States	Oklahoma
NFP Corporate Services (NW), Inc.	United States	Oregon
Affinity Insurance Services, Inc.	United States	Pennsylvania
Aon Realty Services, Inc.	United States	Pennsylvania
Benefits Network, Inc.	United States	Pennsylvania
Cananwill, Inc.	United States	Pennsylvania

ethos Benefit Partners, inc.	United States	Pennsylvania
Excess Reinsurance Underwriters, Inc.	United States	Pennsylvania
Juno Search Partners, LLC	United States	Pennsylvania
LBG Financial Advisors, Inc.	United States	Pennsylvania
LFG, Inc.	United States	Pennsylvania
NFP Structured Settlements, Inc.	United States	Pennsylvania
Renaissance Benefit Advisors, Inc.	United States	Pennsylvania
Tycor Asset Management, Inc.	United States	Pennsylvania
Tycor Benefit Administrators, Inc.	United States	Pennsylvania
The Financial Architects Partners, LLC	United States	Rhode Island
East Coast Underwriters, LLC	United States	South Carolina
Excel Health Alliance Holding Company	United States	South Carolina
Levine Group, LLC	United States	Tennessee
Protective Marketing Enterprises, Inc.	United States	Tennessee
Totalis Consumer Benefit Solutions, LLC	United States	Tennessee
American Insurance Services Corp.	United States	Texas
Aon Life Agency of Texas, Inc.	United States	Texas
Aon Risk Services Southwest, Inc.	United States	Texas
Capstone Strategies, LLC	United States	Texas
Integrated Health Concepts, LLC	United States	Texas
NFP Insurance Services, Inc.	United States	Texas
NFP-Legacy L&A, Inc.	United States	Texas
Scritch Inc.	United States	Texas
STA Benefits, Ltd.	United States	Texas
STA, LLC	United States	Texas
Worldwide Integrated Services Company	United States	Texas
DC FoF 2 GP LLC	United States	Utah
DC FoF 3 GP, LLC	United States	Utah

Divergent Wealth Advisors, LLC	United States	Utah
NFP Corporate Services (UT), Inc.	United States	Utah
NFP Corporate Services (West), LLC	United States	Utah
Aon Insurance Managers (USA) Inc.	United States	Vermont
Eilers Financial Services, Inc.	United States	Vermont
NFP Management (Vermont) Corp.	United States	Vermont
NFP Segregated Cell Company, LLC	United States	Vermont
Northeast Insurance Broker Services, LLC	United States	Vermont
Offspring Insurance Company, IC	United States	Vermont
Poulos Insurance, Inc.	United States	Vermont
Unity Risk Solutions, LLC	United States	Vermont
White Rock USA Ltd.	United States	Vermont
Helios HR LLC	United States	Virginia
International Space Brokers, Inc.	United States	Virginia
Administrative Systems, Inc.	United States	Washington
AIS Insurance Agency, Inc.	United States	Washington
Healthy Paws Pet Insurance LLC	United States	Washington
Schmidt Financial Group, Inc.	United States	Washington
Totalis Insurance Services, Inc.	United States	Washington
Insurance & Investment Professionals, Inc.	United States	Wisconsin
LTCI Partners, LLC	United States	Wisconsin
Aon Latin America S.A.	Uruguay
Aon Risk Services (Uruguay) Corredora de Seguros S.A.	Uruguay
Marinaro Dundas SA	Uruguay
Aon Group Venezuela, Corretaje de Reaseguros, C.A.	Venezuela
Aon Solutions, C.A.	Venezuela
Aon Vietnam Limited	Vietnam

EX-22.1

Exhibit 22.1

Subsidiary Guarantors and Issuers of Guaranteed Securities

The table below sets forth the respective issuers, co-issuers, and guarantors of the notes issued by Aon Global Limited, Aon Global Holdings plc, and Aon Corporation and the jurisdiction of incorporation of each such entity.

		Aon Corporation	Aon Global Limited	Aon North America, Inc.	Aon Corporation and Aon Global Holdings plc
Entity	Jurisdiction of Incorporation	8.205% Junior Subordinated Notes due 2027 4.50% Senior Notes due 2028 3.75 Senior Notes due 2029 2.80% Senior Notes due 2030 6.25% Senior Notes due 2040	2.875% Senior Notes due 2026 4.25% Senior Notes due 2042 4.45% Senior Notes due 2043 4.60% Senior Notes due 2044 4.75% Senior Notes due 2045	5.125% Senior Notes due 2027 5.150% Senior Notes due 2029 5.300% Senior Notes due 2031 5.450% Senior Notes due 2034 5.750% Senior Notes due 2054	2.85% Senior Notes due 2027 2.05% Senior Notes due 2031 2.60% Senior Notes due 2031 5.00% Senior Notes due 2032 5.35% Senior Notes due 2033 2.90% Senior Notes due 2051 3.90% Senior Notes due 2052
Aon plc	Ireland	Guarantor	Guarantor	Guarantor	Guarantor
Aon Global Limited	UK	Guarantor	Issuer	Guarantor	Guarantor
Aon Global Holdings plc	UK	Guarantor	Guarantor	Guarantor	Co-Issuer
Aon Corporation	US	Issuer	Guarantor	Guarantor	Co-Issuer
Aon North America, Inc.	US	Guarantor	Guarantor	Issuer	Guarantor

EX-23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

Registration Statement
Form	Number	Purpose
S-8	333-55773	Pertaining to Aon's stock award plan, stock option plan, and employee stock purchase plan
S-8	333-103344	Pertaining to the Aon Stock Incentive Plan
S-8	333-106584	Pertaining to Aon's deferred compensation plan
S-8	333-145928	Pertaining to the Aon Stock Incentive Plan
S-8	333-174788	Pertaining to Aon's 2011 stock incentive plan and 2011 employee stock purchase plan
S-4	333-178991	Pertaining to the registration of 355,110,708 Class A Ordinary Shares of Aon Global Limited, and in the related Proxy Statement / Prospectus of Aon Global and Aon Corporation contained therein
S-8	333-184999	Pertaining to Aon plc Company Share Save Plan
S-8	333-199759	Pertaining to the registration of an additional 9,000,000 Class A Ordinary Shares to be issued pursuant to the Aon plc 2011 Incentive Plan
S-8	333-235296	Pertaining to the registration of an additional 5,000,000 Class A Ordinary Shares to be issued pursuant to the Aon plc 2011 Incentive Plan
S-3ASR	333-272818	Pertaining to the registration of debt securities, Class A Ordinary Shares, preference shares, share purchase contracts and share purchase units of Aon plc, debt securities of Aon Global Holdings plc, debt securities of Aon Corporation, debt securities of Aon North America, Inc. and the related guarantees of each of Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon Corporation and Aon North America, Inc.
S-8	333-288965	Pertaining to the registration of an additional 3,800,000 Class A Ordinary Shares to be issued pursuant to the Aon plc 2011 Incentive Plan

of our reports dated February 13, 2026, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting of Aon plc, included in this Annual Report (Form 10-K) of Aon plc for the year ended December 31, 2025.

/s/ Ernst & Young LLP

Chicago, Illinois

February 13, 2026

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Gregory C. Case, the Chief Executive Officer of Aon plc, certify that:

1.     I have reviewed this annual report on Form 10-K of Aon plc;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

		/s/ GREGORY C. CASE
Date:	February 13, 2026	Gregory C. Case Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Edmund Reese, the Chief Financial Officer of Aon plc, certify that:

1.     I have reviewed this annual report on Form 10-K of Aon plc;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

		/s/ EDMUND REESE
Date:	February 13, 2026	Edmund Reese Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

    I, Gregory C. Case, the Chief Executive Officer of Aon plc (the "Company"), certify that (i) the Annual Report on Form 10-K of the Company for the year ended December 31, 2025 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ GREGORY C. CASE

Gregory C. Case
Chief Executive Officer

February 13, 2026

EX-32.2

Exhibit 32.2

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

    I, Edmund Reese, the Chief Financial Officer of Aon plc (the "Company"), certify that (i) the Annual Report on Form 10-K of the Company for the year ended December 31, 2025 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ EDMUND REESE

Edmund Reese
Chief Financial Officer

February 13, 2026

EX-97.1

Aon plc

Incentive Repayment Policy

(For Section 16 Officers)

1.Introduction

In accordance with Section 10D of the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the independent members of the Board of Directors (the “Board”) of Aon plc (the “Company”) have adopted this Incentive Repayment Policy (For Section 16 Officers) (this “Policy”) providing for the Company’s recoupment of certain incentive-based compensation received by Covered Executives (as defined below) in the event that the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under the securities laws.

2.Administration

Administration and enforcement of this Policy is delegated to the Organization and Compensation Committee of the Board (the “Committee”). The Committee shall make all determinations under this Policy in its sole discretion. Determinations of the Committee under this Policy need not be uniform with respect to any or all Covered Executives and shall be final and binding.

3.Effective Date

This Policy shall be effective as of October 2, 2023 (the “Effective Date”) and shall apply only to Covered Compensation (as defined below) that is received by Covered Executives on or after the Effective Date, except as otherwise agreed to by any Covered Executive.

4.Covered Executives

This Policy covers each current or former officer of the Company subject to Section 16 of the Securities Exchange Act of 1934, as amended (each, a “Covered Executive”).

5.Covered Compensation

This Policy applies to any cash-based and equity-based incentive compensation, bonuses, and awards that are received by a Covered Executive and that are based, wholly or in part, upon the attainment of any financial reporting measure (“Covered Compensation”). For the avoidance of doubt, none of the following shall be deemed to be Covered Compensation: base salary; a bonus that is paid solely at the discretion of the Committee or Board and not paid from a bonus pool determined by satisfying a financial reporting measure performance goal; and cash or equity-based awards that are earned solely upon satisfaction of one or more subjective or strategic standards. This Policy shall apply to any Covered Compensation received by an employee who served as a Covered Executive at any time during the performance period for that Covered Compensation.

6.Financial Restatements; Recoupment

In the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (such an accounting restatement, a “Restatement”), the Committee shall review the Covered Compensation received by a Covered Executive during the three-year period preceding the Required Financial Restatement Date as well as any transition period that results from a change in the Company’s fiscal year within or immediately following those three completed fiscal years. Regardless of whether the Company files the restated financial statements, the Committee shall, to the full extent permitted by governing law, seek recoupment of any Covered Compensation, whether in the form of cash or equity, received by a Covered Executive (computed without regard to any taxes paid), if and to the extent:

a.the amount of the Covered Compensation is calculated based upon the achievement of certain financial results that were subsequently the subject of a Restatement; and

b.the amount of the Covered Compensation that would have been received by the Covered Executive had the financial results been properly reported would have been lower than the amount actually awarded (any such amount, “Erroneously Awarded Compensation”).

To the extent Covered Compensation is based on the achievement of a financial reporting measure, but the amount of such Covered Compensation is not awarded or paid on a formulaic basis, the Committee shall determine the amount, if any, of such Covered Compensation that is deemed to be Erroneously Awarded Compensation.

For purposes of this Policy, the “Required Financial Restatement Date” is the earlier to occur of:

a.the date the Board, a committee of the Board, or any officer or officers authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or

b.the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.

For the avoidance of doubt, a Covered Executive shall be deemed to have received Covered Compensation in the Company’s fiscal period during which the financial reporting measure specified in the award is attained, even if the Covered Executive remains subject to additional payment conditions with respect to such award.

7.Method of Recoupment

The Committee shall determine the method for recouping Erroneously Awarded Compensation, which may include, without limitation:

a.requiring reimbursement of cash or equity incentive compensation previously paid;

b.cancelling or rescinding some or all outstanding vested or unvested equity (and/or equity-based) awards;

c.adjusting or withholding from unpaid compensation or other set-off to the extent permitted by applicable law; and/or

d.reducing or eliminating future salary increases, cash-based or equity-based incentive compensation, bonuses, awards, or severance.

8.Impracticability Exceptions

The Committee shall not seek recoupment of any Erroneously Awarded Compensation to the extent it determines that:

a.the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount of Erroneously Awarded Compensation to be recovered;

b.recovery would violate home country law where that law was adopted prior to November 28, 2022; and/or

c.recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to Company employees, to fail to meet the requirements of Sections 401(a)(13) and 411(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

9.No Indemnification

For the avoidance of doubt, the Company shall not indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation or any Covered Compensation that is recouped pursuant to the terms of this Policy, or any claims relating to the Company’s enforcement of its rights under this Policy.

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10.Severability

If any provision of this Policy or the application of any such provision to any Covered Executive is adjudicated to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal, or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.

11.Amendments

The Committee may amend, modify, or terminate this Policy in whole or in part at any time and may adopt such rules and procedures that it deems necessary or appropriate to implement this Policy or to comply with applicable laws and regulations.

12.No Impairment of Other Remedies

The remedies under this Policy are in addition to, and not in lieu of, any legal and equitable claims the Company may have, the Company’s ability to enforce, without duplication, the recoupment provisions set forth in any separate Company policy or in any Company plan, program, or agreement (each, a “Separate Recoupment Policy” and collectively, the “Separate Recoupment Policies”), or any actions that may be imposed by law enforcement agencies, regulators, or other authorities. Notwithstanding the foregoing, if there is a conflict between the application of this Policy to a Covered Executive in the event of a Restatement and any additional recoupment provisions set forth in a Separate Recoupment Policy to which a Covered Executive is subject, the provisions of this Policy shall control. The Company may also adopt additional Separate Recoupment Policies in the future or amend existing requirements as required by law or regulation. Without limitation of any provision of this Policy, where the payment, grant, or vesting of Covered Compensation is predicated, in part or in whole, upon the achievement of financial results that are subsequently the subject of a Restatement and, notwithstanding Section 2 above, as determined in the Board’s sole discretion, the Covered Executive engaged in fraud that caused or partially caused the need for the Restatement, the Board shall seek forfeiture or reimbursement to the Company of the Covered Compensation in full, net of tax.

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