Form 4: Aon COO vests 1,970 RSUs; net +1,363.787 shares

COO Mindy F. Simon acquired 1,970 Aon shares from RSU vesting, withheld 606.213 shares for taxes at $350.13, and now holds 3,179.421 shares directly.

Summary

• On 2025-11-14, COO Mindy F. Simon acquired 1,970 Class A Ordinary Shares upon vesting of a restricted share unit (RSU) award granted on 2022-11-15.
• 606.213 shares were withheld by the issuer for taxes at $350.13 per share; no open-market sale occurred.
• Net increase in directly held shares was 1,363.787, bringing direct beneficial ownership to 3,179.421 shares after the transactions.
• The RSU converts to Class A Ordinary Shares on a 1-for-1 basis and carried no exercise price; under Irish law, nominal value of $0.01 per share was paid to the issuer.
• Following the conversion, zero derivative (RSU) balance remained from the reported tranche.

Sentiment

Score: 6

Explanation: Slightly positive: insider ownership increased with no discretionary selling; activity appears routine and administrative.

Positives

• Direct insider ownership increased to 3,179.421 shares, enhancing alignment with shareholders.
• No discretionary selling; shares were disposed solely to satisfy tax withholding (606.213 shares at $350.13).
• Vesting cadence follows the stated 3-year schedule, consistent with retention and performance-based compensation practices.

Negatives

• Net shares added (1,363.787) were lower than gross vesting due to tax withholding.
• Issuance associated with RSU vesting can be modestly dilutive, though de minimis at this size.

Future Outlook

No forward-looking statements or guidance provided.

Industry Context

Routine executive RSU vesting with net share settlement for taxes is standard across insurance brokerage and professional services peers (e.g., Marsh McLennan and Willis Towers Watson) and typically has limited informational content for near-term fundamentals.

Comparison to Industry Standards

• Executive equity vesting and net share settlement for tax withholding mirrors practices at Marsh McLennan (MMC) and Willis Towers Watson (WTW), where RSUs vest on multi-year schedules and tax obligations are satisfied via share withholding rather than open-market sales.
• Use of fair market value on vest date for tax withholding aligns with common U.S. practice and Rule 16b-3 exempt transactions, minimizing market impact.
• Absence of open-market sales around vesting dates is typical among large-cap peers, indicating administrative, not discretionary, share movements.

Related Party Transactions

• Payment of nominal value of $0.01 per share to the issuer under Irish law in connection with share issuance.

Stakeholder Impact

• Shareholders: Increased executive share ownership improves alignment but introduces minimal dilution from RSU issuance.
• Employees: Confirms ongoing operation of the 2011 Incentive Compensation Plan and standard vesting practices.
• Creditors: No balance sheet impact beyond immaterial equity issuance; no cash outflows by the company aside from standard tax remittance mechanics.

Next Steps

• No additional tranches remain under the 2022-11-15 RSU grant after the third anniversary vesting.

Key Dates

Keywords

Aon plc, AON, Form 4, insider transaction, restricted share units, RSU vesting, tax withholding, Mindy F. Simon, Chief Operating Officer, beneficial ownership, equity compensation