AON 10-K & 10-Q changes, risk factors and insider trading

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 theour 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 other 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.

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, technologytechnology, and human resources consulting.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.

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 manner that clients find more attractive than Aon’s offerings.manner. Further, new and non- traditional competitors,competitors (including “InsurTech” firms utilizing artificial intelligence or other advanced technologies), our clients’ increasing ability and determination to self-insure, and capital market alternatives to traditional insurance and reinsurance markets causecreate additionalan formseven ofmore competitiondynamic, competitive, and innovationinnovative 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 ournew 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.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 and couldor 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 have developedmaintain governance and oversight measures regarding its use. Certain use cases of artificial intelligence in our business processes could pose strategic, operational, legallegal, 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.

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. AClients clienthave claimed and may in the future claim itthey 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.

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, cyber security,cybersecurity, data privacy and data protection, use of artificial intelligence or innovative technology, or our inability to meet commitments or client and stakeholder expectations 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 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 commercial insurance and reinsurance markets.

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

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

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, diverse and changing workforce, effectively control our costs, or improve our efficiency.

As of December 31, 2024,2025, we had two primary committed credit facilities outstanding, as well as a delayed draw term loan.outstanding. The credit facilities are intended to support our commercial paper obligations and our general working capital needs, and the delayed draw term loan was drawn upon in full in April 2024 to support the acquisition of NFP.needs. In addition, each of our committed credit facilities and the term loan 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 have the impact of reducing 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,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 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, 20242025 were A- with a negativestable outlook (S&P), BBB+ with a stable outlook (Fitch), and Baa2 with a stablepositive outlook (Moody’s). Our commercial paper ratings were A-2 (S&P), F-2 (Fitch) and P-2 (Moody’s).

The overall tax environment in the jurisdictions in which we are or may be subject to taxes is highly uncertain and increasingly complex. In the U.S., the Inflation Reduction Act introduced, among other changes, a 1% excise tax on certain stock redemptions by U.S. corporations (which the U.S. Treasury indicated may also apply to certain stock redemptions of foreign corporations deemed funded by their U.S. affiliates). 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 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 will ultimately applyapplies to Aon.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.

ThereWe canmay be no assurance that we would be successful in attemptingunable 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.

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. No assurance can be given that there will not be further changesChanges in law, regulatory actions, or other circumstances that could restrict the ability of our subsidiaries to pay dividends or otherwise make payments to us. Furthermore, no assurance can be given that our subsidiaries may be ableunable to make timely payments to us inwhen orderneeded, forwhich uscould impair our ability to meet our obligations.obligations, pay dividends, repurchase shares, or fund other aspects of our operations and corporate expenses.

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 investmentother 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.

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.

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.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 operationsoperations, 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, dataand privacythe use, access, privacy, protection, management, localization and protection,transfer of data management and data usage 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 greater public attention to ESGcorporate sustainability matters, including new or enhancedchanging reporting, diligence or disclosure rules and regulations, has expandedincreased 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.

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. NoOur assurancesbusiness canmay be givenunable that our business can furtherto develop or continue to be conducted in any given jurisdiction in the future as it has been conducted in the past. Changes in the regulatory scheme, or even 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.

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 agentsbusiness 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. In addition, we may not be able to adequately address such conflicts of interest.

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 known as market-derived income, or “MDI.” MDI is another example of an area in which potential conflicts of interest may arise. This revenue may be subject to scrutiny by various regulators under conflict of interest, anti-trust, unfair competition, conduct and anti-bribery laws and regulations. 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. WhileAccepting acceptingthis MDIrevenue is a lawful and acceptablegenerally commercially accepted business practice,practice wethat cannotmay predictnonetheless whetherbe oursubject positionto willscrutiny resultby invarious regulators under conflict of interest, anti-trust, unfair competition and anti-bribery laws and regulations, subject to legal or regulatory change, or othernegatively scrutinyimpacted andby ourinternal controls maythat are not be fully effective.

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.

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 currency.particular sectors or entities.

We estimate that our annualized savings from the Program will be approximately $350$450 million by the end of 2026.2027. 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.

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 personnel remains intense, and wecompetitors are using increasingly aggressive measures to recruit professional talent in our industry. We are constantly working to retain,attract, attractdevelop, and developretain these professionals. If we cannot successfully do so, our business, operating results, and financial condition could be adversely affected. We have been and may alsocontinue becometo be involved in disputes and litigation in connection with our efforts to retain and hire personnel, which can be disruptive to our businessbusiness, distractive to management, costly, and may expose us to potential liability for monetary damages.damages Whileor wereputational havedamage. plansIf for key managementour succession and long-term compensation plans designedand toprograms retainfor our senior management team and critical colleagues, if our succession plans and retention programscolleagues do not operate effectively,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 commitment to inclusion, focus on colleague wellness andwellness, 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.

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

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 other cybersecurity events or security breaches. WeOur arebusiness could also potentiallybe atnegatively riskimpacted 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 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, including our recent acquisition of NFP, 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 we 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.

Risks Related to Technology, Cybersecurity, and Data Protection

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, computermalicious viruses,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 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 (including as a result of the use of generative artificial intelligence, such as deepfakes), we may be unable to anticipate these techniques, implement and maintain adequate preventative measures, or detect respond, and respondif 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 computermalicious viruses,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 breachesbreaches, 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 system.systems.

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 thisthe 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 in terms of 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 inbut Chinanot andlimited Brazil, andto significant privacy rulings in the E.U. relating to the “Schrems II” case,E.U., which have imposed significant changes to the way companies export personal datadata. from the E.U. We have had to implement new requirements set out in these laws within our business before the effective date, requiring significant time and resources. This newNew guidance issued to firms by the European Regulatorsregulators has and will continue to require significant time and resources to implement and may require significant effort to review and effect applicable 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 privacyregulations regulationsin 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, result in proceedings or fines against us by governmental entities or others, or impair our reputation in the marketplace. Further, regulatory initiatives in thethese area of data privacy and data protectionareas 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 automatedthe decisionresponsible makingdevelopment thatand mayuse encompassof artificial intelligence and non-artificial intelligence algorithmicsimilar 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.

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 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 a resolutionresolutions at the Company’s annual general meetingmeetings 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 12,11, 20242025, untilwith such authority expiring on December 21,27, 2025.2026. 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 21,27, 2025,2026, to (i) 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 the Company’s issued share capital as of April 12,11, 2024.2025. This dis-application will need to be renewed by special resolution upon its expiration and at periodic intervals thereafter.

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, there is no assurance that the Company willmay be unable to maintain the necessary level of distributable profits to do so.

•Revenue increased $2.3$1.5 billion, or 17%,9%, to $15.7$17.2 billion, reflecting acquired revenues from NFP and 6% organic revenue growth, driven by net new business and ongoing strong retention.retention and acquired revenues from NFP. Risk Capital revenue increased $1.0$773 billion,million, or 10%,7%, to $10.5$11.3 billion and Human Capital revenue increased $1.3$698 billion,million, or 35%,13%, to $5.2$5.9 billion in 20242025 compared to 2023.2024.

•Operating expenses increased $2.3$1.0 billion, or 24%,8%, to $11.9$12.8 billion in 20242025 due primarily to the inclusion of NFP’s operating expenses,expenses and an increase in expenseexpenses associated with 6% organic revenue growth, Accelerating Aon United restructuring charges, and transaction and integration costs, partially offset by $110$160 million of additional net restructuring savings.savings and lower NFP transaction- and integration-related expense. Risk Capital operating expenses increased $647$629 million, or 10%,9%, to $7.2$7.9 billion and Human Capital operating expenses increased $1.3$431 billion,million, or 47%,11%, to $4.1$4.5 billion in 20242025 compared to 2023.2024.

•Operating margin decreasedincreased to 25.3% in 2025 from 24.4% in 2024 from 28.3% in 2023,2024, driven primarily by theorganic additionrevenue growth of NFP6% and $160 million of net restructuring savings, partially offset by an increase in operating expenses as previously described, partiallythe offset by organic revenue growthaddition of 6%NFP and $110lower millionfiduciary ofinvestment net restructuring savings.income. Risk Capital operating margin decreased to 30.4% in 2025 from 31.3% in 2024 and Human Capital operating margin increased to 31.3%23.9% in 20242025 from 30.9% in 2023 and Human Capital operating margin decreased to 21.9% in 2024 from 28.4% in 2023.2024.

•Due to the factors set forth above, Netas well as the $1.2 billion gain from the disposal of the NFP Wealth business, net income was $2.7$3.8 billion in 2024,2025, an increase of $92$1.0 million,billion, or 4%,38%, from 2023.2024.

We focus on four key metrics,metrics that are not presented in accordance with U.S. GAAPGAAP, thatwhich 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 20242025:

•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, compared to 7% organic growth in the prior year period, driven by net new business and ongoing strong retention.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 31.5%32.4% in 2024,2025, compared to 31.6%31.5% in the prior year. The decreaseincrease in adjusted operating margin primarily reflects theorganic additionrevenue growth of NFP6%, $160 million of additional net restructuring savings and increaseda expenses,decrease in incentive compensation, partially offset by 6%the organicaddition revenueof growthNFP, an increase in operating expenses as previously described and $110lower millionfiduciary ofinvestment net restructuring savings.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 34.6%32.2% in 20242025 from 34.2% in 2023 and Human Capital adjusted operating margin decreased to 29.5% in 2024 from 29.9% in 2023.2024.

•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, areflecting decreasean of $366 million, or 11%, from $3.2 billionincrease in 2023, reflecting a decrease in Cashcash flows from operations, partially offset by a $34$45 million decreaseincrease in capital expenditures.

Total revenue increased $2.3$1.5 billion, or 17%,9%, to $17.2 billion in 2025, compared to $15.7 billion in 2024, comparedreflecting to6% $13.4organic billionrevenue in 2023, reflectinggrowth, acquired revenues from NFPNFP, and 6%a organicfavorable revenueimpact growth.from foreign currency translation. Risk Capital revenue increased $1.0$773 billion,million, or 10%,7%, to $10.5$11.3 billion and Human Capital revenue increased $1.3$698 billion,million, or 35%,13%, to $5.2$5.9 billion.

Commercial Risk Solutions revenue increased $818$636 million, or 12%,8%, to $8.5 billion in 2025, compared to $7.9 billion in 2024, compared to $7.0 billion in 2023.2024. Organic revenue growth was 5%6% in 2024,2025, reflecting strong growth acrossin allNorth majorAmerica geographies,and EMEA, driven by net new business and ongoing strong retention. Performance was highlighted by strengthstrong growth in North AmericaU.S. core P&C, strong growth internationallyC and an increase in construction business. Results also reflect a double-digit increaseincreases in M&A services.services and construction. Market impact was modestly positive on results in the year.positive.

Reinsurance Solutions revenue increased $175$137 million, or 7%,5%, to $2.8 billion in 2025, compared to $2.7 billion in 2024, compared to $2.5 billion in 2023.2024. Organic revenue growth was 7%6% in 20242025, reflecting strong growth in treaty, driven by net new business and strong retention, as well as strength in facultative placements.placements, Inand addition,double-digit growth in insurance-linked securities. Results were partially offset by slightly unfavorable market impact was modestly positive on results in the year.

Compensation and benefits increased $1.4$702 billion,million, or 20%,8%, in 20242025 compared to 2023.2024. The increase was primarily driven by the inclusion of operating expenses from NFP and an increase in expenseexpenses associated with 6% organic revenue growth, partially offset by savings from Accelerating Aon United restructuring actions.

Information technology, which represents costs associated with supporting and maintaining our infrastructure, increased $5$29 million, or 1%,5%, in 20242025 compared to 2023.2024. The increase was primarily due to the inclusion of ongoing operating expenses from NFP,NFP and an increase in expenses associated with 6% organic revenue growth, partially offset by efficiencies from our Aon Business Services operating platform and savings from Accelerating Aon United restructuring actions.

Depreciation of fixed assets primarily relates to software, computer equipment, leasehold improvements, furniture, fixtures and equipment, computer equipment, buildings, and vehicles. Depreciation of fixed assets increased $16$5 million, or 10%,3%, in 20242025 compared to 2023,2024, due primarily to thean inclusionincrease ofin operatingfixed expensesassets acquired from NFP, partially offset by savings from Accelerating Aon United restructuring actions.NFP.

Amortization and impairment of intangibles primarily relates to finite-lived customer-related and contract-based,contract-based technology,tradename assets, and tradename assets.technology. Amortization and impairment of intangibles increased $414$275 million, or 465%,55%, in 20242025 compared to 20232024 due primarily to an increase in intangible assets relatedacquired tofrom the NFP Transaction.NFP.

Other General ExpenseExpenses

Total operating expenses increased $2.3$1.0 billion, or 24%,8%, to $11.9$12.8 billion in 20242025, due primarily to the inclusion of NFP’s operating expenses,expenses and an increase in expenseexpenses associated with 6% organic revenue growth, Accelerating Aon United restructuring charges, and transaction and integration costs, partially offset by $110$160 million of net restructuring savings.savings and lower NFP transaction- and integration-related expense. Due to the factors impacting revenue and operating expenses set forth above, Totaltotal operating income increased $50$509 million, or 1%,13%, to $3.8$4.3 billion in 2024.2025.

HumanRisk Capital Totaltotal operating expenses increased $1.3$629 billion,million, or 47%9% to $4.1$7.9 billion in 2024.2025. The increase was primarily due to an increase in Compensationcompensation and benefits and an increase in Otherother expenses. The increase in Compensationcompensation and benefits is due to the inclusion of operating expenses from NFP and an increase in expenseexpenses associated with 6% and 7% organic revenue growth in Healthboth Commercial Risk Solutions and WealthReinsurance Solutions, respectively.partially offset by restructuring savings. The increase in Otherother expenses is primarily due to increased Amortizationamortization and impairment of intangible assets acquired from the NFP Transaction.NFP. Due to the factors set forth above, HumanRisk Capital operating income increased $46$144 million, or 4%, to $1.1$3.4 billion in 2024.2025.

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 $67$19 million in 2024,2025, ana increasedecrease of $36$48 million, or 116%,72%, from 2023,2024, primarily reflecting interest earned on the investment of $5 billion of term debt proceeds,proceeds in 2024, which were ultimately used to fund the acquisition of NFP.

Interest expense, which represents the cost of our debt obligations,obligations and net interest expense on operating cash balances and other income-producing investments, was $788$815 million in 2024,2025, an increase of $304$27 million, or 63%,3%, from 2023.2024. The increase was driven primarily by an increase in average total debt outstanding, primarily to fund the acquisition of NFP.outstanding.

Other income was $1.2 billion in 2025, compared to other income of $348 million in 2024, compared to Other expense of $163 million in 2023.2024. The increase was primarily due to gain on the sale of businesses.businesses, particularly the NFP Wealth business sold in the fourth quarter.

Income before income taxes increased $293$1.3 million,billion, or 9%37% to $3.5$4.8 billion in 2024,2025, compared to $3.2$3.5 billion in the prior year.

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 will ultimately applyapplies to the Company.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 TaxTwo 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 20252026 and future periods.

Net income attributable to Aon shareholders increased $90$1.0 millionbillion 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, compared to $2.6 billion, or $12.51 per diluted share, in 2023.2024.

Consolidated and Segment Results for 20232024 Compared to 20222023

Due to our change in reportable segments in the fourth quarter of 2024, a discussion of our segment results for 2023 compared to 2022 is included below. Otherwise, weWe have elected not to include a discussion of our consolidated results for 20232024 compared to 20222023 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, 2023,2024, which was filed with the SEC on February 16,18, 2024. Our segment results are as follows (in millions):2025.

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):

(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 Organicorganic revenue growth includes Organicorganic 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 yearprior-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.

(3)In the fourth quarter of 2023, Aon recognized actuala or$197 anticipatedmillion legal settlement expensescharge in connection with transactions for which capital was arranged by a third party, Vesttoo Ltd., primarilyand in the formthird quarter of letters2025, of credit from third party banks that are alleged to have been fraudulent. Certain actual or anticipatedcertain legal settlement expenses totalingand $197recoveries were recognized resulting in a $23 million have been recognized in the fourth quarterreduction of 2023expense within the Risk Capital segment, where certain potentially meaningful amounts may be recoverable in future periods.segment.

(45)On April 25, 2024, the Company completed the acquisition of NFP. As part of the acquisition, Aon incurred $191 million transaction and integration costs in 2024. Transaction costs include advisory, legal, accounting, regulatory, and other professional or consulting fees required to complete the acquisition. $96 million in transaction costs were recognized in 2024. In 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. The NFP Transaction has and will alsocontinue 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 2024.the twelve months ended December 31, 2025 and 2024, respectively.

Risk Capital adjusted operating income increased $382$236 million, or 12%,6%, to $3.6$3.9 billion in 2024.2025. The increase was primarily due to the impact of NFP and organic revenue growth of 5%6% in both Commercial Risk Solutions and 7% in Reinsurance Solutions,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 $380$369 million, or 33%,24%, to $1.5$1.9 billion in 2024.2025. The increase was primarily due to the impact of NFP and organic revenue growth of 6%5% in both Health Solutions and 7% in Wealth Solutions,Solutions and the impact of acquisitions, including NFP, partially offset by increased expenses, including the inclusion of ongoing operating expenses from NFP.

The risk factors set forth in the “Risk Factors” section in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 reflect certain risks associated with existing and potential lines of business and contain “forward-looking statements” as discussed in “Information Concerning Forward-Looking Statements” elsewhere in this report. Readers should consider them in addition to the other information contained in this report as our business, financial condition,condition or results of operations could be adversely affected if any of these risks actually occur.

EXECUTIVE SUMMARY OF FIRST-QUARTERSECOND-QUARTER 2026 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 reachreach, 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.

The following is a summary of our firstsecond quarter of 2026 financial results.

•Revenue increased $305$91 million, or 6%,2%, reflecting 5% organic revenue growth and a 4%1% favorable impact from foreign currency translation, partially offset by a 3%4% unfavorable impact primarily from divestitures largely due to the salesdivestitures of the NFP Wealth business and Stroz Friedberg. For the first six months of 2026, revenue increased $396 million, or 4%, compared to the prior-year period reflecting 5% organic revenue growth and a 3% favorable impact from foreign currency translation partially offset by a 4% unfavorable impact primarily from the divestitures previously described.

◦Risk Capital revenue increased $311$140 million, or 10%,5%, compared to the prior-year period. For the first six months of 2026, Risk Capital revenue increased $451 million, or 7%, compared to the prior-year period; and ◦Human Capital revenue decreased $6$47 millionmillion, or 4%, compared to the prior-year period. For the first six months of 2026, Human Capital revenue decreased $53 million, or 2%, compared to the prior-year period.

•Operating expenses increased $51$35 million, or 2%,1%, compared to the prior-year period,period due primarily to thean increase in expense associated with 5% organic revenue growth and investments in long-term growth, as well as thean unfavorable impact offrom foreign currency translation, partially offset by lower expenses associated with the sale of the NFP Wealth business andbusiness, $25 million of net restructuring savings and lower compensation expense. For the first six months of 2026, operating expenses increased $86 million, or 1%, compared to the prior-year period due primarily to an increase in expense associated with 5% organic revenue growth and investments in long-term growth, partially offset by lower expenses associated with the sale of the NFP Wealth business and $50 million of net restructuring savings.

◦Risk Capital operating expenses increased $126$88 million, or 6%,4%, compared to the prior-year period. For the first six months of 2026, Risk Capital operating expenses increased $214 million, or 5%, to $4.2 billion compared to the prior-year period; and ◦Human Capital operating expenses decreased $46$97 million, or 4%,8%, compared to the prior-year period. For the first six months of 2026, Human Capital operating expenses decreased $143 million, or 6%, to $2.2 billion compared to the prior-year period.

•Operating margin increased to 34.1%21.5% from 30.9%20.7% in the prior-year period, driven primarily by organic revenue growth of 5% and $25 million of net restructuring savings, partially offset by an increase in operating expenses as previously described. For the first six months of 2026, operating margin increased to 28.3% from 26.1% in the prior-year period, driven primarily by organic revenue growth of 5% and $50 million of net restructuring savings, partially offset by an increase in operating expenses as previously described.

◦Risk Capital operating margin increased to 39.5%30.5% from 37.5%30.1%, incompared to the prior-year period;period. andFor ◦Humanthe first six months of 2026, Risk Capital operating margin increased to 28.8%35.3% from 26.1%34.0% incompared to the prior-year period.

•Diluted earnings per share was $5.63$2.58 compared to $4.43$2.66 per share for the prior-year period. For the first six months of 2026, Diluted earnings per share was $8.22 compared to $7.10 per share for the prior-year period.

•Cash flows provided by operating activities were $430$986 million for the first threesix months of 2026, an increase of $290$50 million, or 207%,5%, from the prior-year period, due primarily toas strong adjusted operating income growth andoffset lowerthe cash taxes.tax payment related to the sale of NFP Wealth and impact of working capital.

We focus on four key metrics that are not presented in accordance with U.S. GAAP that we communicate to shareholders: organic revenue growth, adjusted operating margin, adjusted diluted earnings per share,share and free cash flow. These non-GAAP metrics should be viewed in addition to, not instead of, the most directly comparable U.S. GAAP measures and our Condensed Consolidated Financial Statements. The following is our measure of performance against these four metrics for the firstsecond quarter of 2026:

•Organic revenue growth, a non-GAAP measure defined under the caption “Review of Consolidated Results — Organic Revenue Growth,” was 5% for the second quarter of 2026 and 5% for the first quartersix months of 2026, driven by net new business and ongoing strong retention.

•Adjusted operating margin, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Operating Margin,” was 39.1%28.9% for the firstsecond quarter of 2026 compared to 38.4%28.2% in the prior-year period. The increase in adjusted operating margin reflects 5% organic revenue growth,growth and $25 million of net restructuring savings and tailwinds from currency movements,savings, partially offset by increased expenses associated with 5% organic revenue growth and lowerinvestments fiduciaryin investmentlong-term income.growth. For the first six months of 2026, adjusted operating margin was 34.4% compared to 33.6% for the prior-year period. The increase primarily reflects 5% organic revenue growth and $50 million of net restructuring savings.

◦Risk Capital adjusted operating margin increased to 42.0% in the first quarter of 202634.2% compared to 41.3%34.1% in the prior-year period. For the first six months of 2026, Risk Capital adjusted operating margin increased to 38.4% compared to 37.9% in the prior-year period.

◦Human Capital adjusted operating margin decreasedincreased to 34.4% in the first quarter of 202621.5% compared to 35.3%19.1% in the prior-year period. For the first six months of 2026, Human Capital adjusted operating margin increased to 28.6% compared to 27.9% in the prior-year period.

•Adjusted diluted earnings per share, a non-GAAP measure defined under the caption “Review of Consolidated Results — Adjusted Diluted Earnings per Share,” was $6.48$3.81 per share for the firstsecond quarter of 2026, compared to $5.67$3.49 per share for the prior-year period. For the first six months of 2026, adjusted diluted earnings per share was $10.29 per share, compared to $9.17 per share for the prior-year period.

•Free cash flow, a non-GAAP measure defined under the caption “Review of Consolidated Results — Free Cash Flow,” was $363$846 million in the first threesix months of 2026, an increase of $279$30 million, or 332%,4%, from the prior-year period, reflectingas athe $290$50 million increase in cash flows from operations, due primarily todriven by strong adjusted operating income growthgrowth, which more than offset the cash tax payment related to NFP Wealth, impact of working capital and lowera cash taxes, partially offset by an $11$20 million increase in capital expenditures.

Commercial Risk Solutions revenue increased $221$117 million, or 11%,5%, in the firstsecond quarter of 2026, compared to $2.2 billion in the firstsecond quarter of 2025. Organic revenue growth was 7%5% in the firstsecond quarter of 2026, reflecting double-digit growth in North AmericaEMEA and strongNorth growth in EMEA,America, driven by net new business and ongoing strong retention. Net market impact was slightlymodestly positive. Within North America, performance was highlighted by strong growth in M&A services, U.S. core P&C and double-digit growth in construction. For the first six months of 2026, revenue increased $338 million, or 8%, compared to $4.2 billion in the first six months of 2025. Organic revenue growth was 6% in the first six months of 2026, reflecting strong growth in North America and EMEA. Market impact was slightly positive in the first half of the year. Performance in North America was highlighted by strong growth in core P&C and double-digit growth in construction and M&A services relative to the prior-year period.

Reinsurance Solutions revenue increased $90$23 million, or 8%,3%, in the firstsecond quarter of 2026, compared to $688 million in the firstsecond quarter of 2025. Organic revenue growth was 4%5% in the firstsecond quarter of 2026, reflecting growth in treaty placements, driven by net new business and strong retention, and a double-digit increaseincreases in facultative placements.placements and our Strategy and Technology Group. Net market impact was a modest negativeunfavorable in the quarter. For the first six months of 2026, revenue increased $113 million, or 6%, compared to $1.9 billion in the first six months of 2025. Organic revenue growth was 4% in the first six months of 2026, reflecting growth in treaty placements, driven by net new business and strong retention, and double-digit increases in facultative placements and our Strategy and Technology Group. Market impact had an unfavorable impact in the first half of the year.

Health Solutions revenue increased $93$46 million, or 9%,6%, in the firstsecond quarter of 2026, compared to the firstsecond quarter of 2025. Organic revenue growth was 4%5% in the firstsecond quarter of 2026, reflecting strong growth in core health and benefits, including particular strength in international,internationally, driven by net new business,business and ongoing strong retentionretention, andas awell positiveas net market impact. This was partially offset by slower discretionary spendgrowth in Talent Solutions.Solutions driven by strong growth in talent analytics. Net market impact was slightly negative. For the first six months of 2026, revenue increased $139 million, or 8%, compared to $1.8 billion in the first six months of 2025. Organic revenue growth was 5% in the first six months of 2026, reflecting strong growth in core health and benefits, including strength internationally, driven by net new business and ongoing strong retention.

Wealth Solutions revenue decreased $99$93 million, or 19%,18%, in the firstsecond quarter of 2026, compared to $519 million in the firstsecond quarter of 2025,2025 drivendue byprimarily to the sale of the NFP Wealth business in the fourth quarter of 2025. Organic revenue growth was 1%5% in the firstsecond quarter of 2026, reflecting strong growth in Retirement, driven by continued demand for advisory work in the UK and EMEA related to the ongoing impact of regulatory change,change. For the first six months of 2026, revenue decreased $192 million, or 18%, compared to $1.0 billion in the first six months of 2025. The decrease was primarily driven by the unfavorable impact of divestitures, largely due to the sale of the NFP Wealth business, partially offset by 3% organic revenue growth. Organic revenue growth reflected strength in Retirement, driven by continued softdemand for advisory demandwork in the U.S.UK and EMEA related to the ongoing impact of regulatory change.

Information technology, which represents costs associated with supporting and maintaining our infrastructure, increased $8$26 million, or 6%,19%, in the second quarter of 2026 compared to the prior-year period, due primarily to Aon Business Services investments in ongoing technology initiatives. For the expensefirst associatedsix withmonths 5%of organic2026, revenueinformation growth,technology includingincreased $34 million, or 13%, compared to the first six months of 2025. The increase was driven by Aon Business Services investments in ongoing technology initiatives.

Premises, which represents the cost of occupying offices in various locations throughout the world, decreasedwas $1 million, or 1%,flat in the firstsecond quarter of 2026 compared to the prior-year period, as we continued to optimize our real estate footprint and recognize savings from Accelerating Aon United restructuring actions. For the first six months of 2026, premises decreased $1 million, or 1%, compared to the first six months of 2025. The decrease was due primarily to efforts to optimize our real estate footprint and savings from Accelerating Aon United restructuring actions.

Depreciation of fixed assets primarily relates to software, leasehold improvements, furniture, fixtures, and equipment, computer equipment, buildingsbuildings, and vehicles. Depreciation of fixed assets wasincreased flat$2 million, or 4%, in the second quarter of 2026 compared to the prior-year period. For the first six months of 2026, depreciation of fixed assets increased $2 million, or 2%, compared to the first six months of 2025.

Amortization and impairment of intangibles primarily relates to finite-lived customer-related and contract-based, technologytechnology, and tradename assets. Amortization and impairment of intangible assets decreased $47$27 million,million orto 24%,$174 million in the firstsecond quarter of 2026 compared to the prior-year period, due primarily to the decrease in intangible assets associated with the sale of the NFP Wealth business. For the first six months of 2026, amortization and impairment of intangible assets decreased $74 million to $326 million, compared to the first six months of 2025. The decrease was due primarily to the decrease in intangible assets associated with the sale of the NFP Wealth business.

Other general expenses decreasedincreased $35$121 million, or 8%,32%, in the firstsecond quarter of 2026 due primarily to non-recurring gains including legal recoveries and sales of portfolios,portfolios lowerin transaction-the andprior-year integration-relatedperiod, expensepartially andoffset by lower expenses associated with the sale of the NFP Wealth business,business. For the first six months of 2026, other general expenses increased $86 million, or 11%, compared to the first six months of 2025. The increase was due primarily to the absence of non-recurring gains including sales of portfolios in the prior-year period, partially offset by lower expenses associated with the unfavorable impactsale of foreignthe currencyNFP translation.Wealth business.

Accelerating Aon United Program expenses decreasedincreased $18$2 million, or 16%,2%, in the firstsecond quarter of 2026 compared to the prior-year period, due primarily to lower costs related to workforce optimization. For the first six months of 2026, Accelerating Aon United Program expense decreased $16 million, or 8%, due primarily to costs related to workforce optimization.

Total operating expenses increased $51$35 million, or 2%,1%, in the firstsecond quarter of 2026 due primarily to thean increase in expense associated with 5% organic revenue growth and investments in long-term growth, as well as thean unfavorable impact offrom foreign currency translation, partially offset by lower expenses associated with the sale of the NFP Wealth business, $25 million of net restructuring savings and lower compensation expense. Due to the factors set forth above, total operating income increased $56 million to $915 million in the second quarter of 2026. For the first six months of 2026, total operating expenses increased $86 million, or 1%, due primarily to an increase in expense associated with 5% organic revenue growth and investments in long-term growth, partially offset by lower expenses associated with the sale of the NFP Wealth business and $25$50 million of net restructuring savings. Due to the factors set forth above, total operating income increased $254$310 million to $1.7$2.6 billion infor the first quartersix months of 2026.

Total operating expenses increased $126$88 million, or 6%,4%, in the firstsecond quarter of 2026. The increase was primarily due to an increase in other expenses associated with 5% organic revenue growth in both Commercial Risk Solutions and Reinsurance Solutions and non-recurring gains, including sales of portfolios in the prior-year period. Due to the factors set forth above, Risk Capital operating income increased $52 million, or 6%, in the second quarter of 2026. For the first six months of 2026, Risk Capital total operating expenses increased $214 million, or 5%. The increase was primarily due to an increase in compensation and benefits partially offset by a decreaseand in other expenses. The increase in compensation and benefits iswas due to an increase in expense associated with 7%6% and 4% organic revenue growth in Commercial Risk Solutions and Reinsurance Solutions, respectively, andpartially theoffset unfavorableby impactrestructuring from foreign currency translation.savings. The decreaseincrease in other expenses iswas primarily due to the absence of non-recurring gainsgains, including legal recoveries and sales of portfolios,portfolios partially offset byin the unfavorableprior-year impact of foreign currency translation.period. Due to the factors set forth above, Risk Capital operating income increased $185$237 million, or 15%,11%, infor the first quartersix months of 2026.

Interest income represents income earned, net of expense, on operating cash balances and other income-producing investments. Interest income does not include interest earned on funds held on behalf of clients. During the firstsecond quarter of 2026, interest income increased $7$5 million,million orto 140%$5 million compared to the prior-year period and for the first six months of 2026, interest income increased $12 million to $17 million compared to the prior-year period, both primarily reflecting higher cash balances due to the sale of the NFP Wealth business.

Interest expense, which represents the cost of our debt obligations, decreased $27$33 million,million orto 13%$179 million during the firstsecond quarter of 2026 compared to the prior-year period,period. reflectingFor the first six months of 2026, interest expense decreased $60 million to $358 million compared to the prior-year period. The decrease in both periods was driven primarily by lower total debt.

Income before income taxes for the firstsecond quarter of 2026 was $1.6$724 billion,million, a 24%3% increase from $703 million compared to the prior-year period. For the first six months of 2026, income before income taxes was $2.3 billion, a 17% increase from $2.0 billion for the first six months of 2025.

The effective tax rate on net income was 20.2%22.0% and 21.4%20.8% for the three and six months ended MarchJune 31,30, 20262026, respectively. The effective tax rate on net income was 15.5% and 19.3% for the three and six months ended June 30, 2025, respectively.

For the three months ended MarchJune 31,30, 2026, the quarter-to-date tax rate was primarily driven by the geographical distribution of income and an unfavorable impact from discrete items. For the six months ended June 30, 2026, the year-to-date tax rate was primarily driven by the geographical distribution of income and certain discrete items, including the favorable impact of a capital loss offset by the unfavorable impact of other discrete items.

For the three and six months ended MarchJune 31,30, 2025, the quarter-to-date and year-to-date tax raterates waswere primarily driven by the geographical distribution of income and certain discrete items, including the favorabletax impactbenefit associated with the sale of certain assets and liabilities and share-based payments partially offset by 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 Tax 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 for the second quarter of 2026 decreased to $551 million, or $2.58 per diluted share, from $579 million, or $2.66 per diluted share, in the prior-year period. Net income attributable to Aon shareholders for the first quartersix months of 2026 increased to $1.2$1.8 billion, or $5.63$8.22 per diluted share, from $965$1.5 million,billion, or $4.43$7.10 per diluted share, in the prior-year period.

(2)Fiduciary investment income for the three months ended MarchJune 31,30, 2026 and 2025 was $55$58 million and $67$66 million, respectively. Fiduciary investment income for the six months ended June 30, 2026 and 2025 was $113 million and $133 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 lineslines, and gains or losses on derivatives accounted for as hedges.

A reconciliation of reported operating income and reported operating margin to adjusted operating income and adjusted operating margin to reported operating income and operating margin is as follows (in millions, except percentages):

(2)Total chargesAccelerating areAon expectedUnited toProgram expenses include 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.consolidation.

(3)The NFP transaction has continued 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. TheIntegration Companycosts expectsrelated to continue to incur integration costs through the endNFP ofacquisition thewere secondsubstantially quartercompleted ofat June 30, 2026.

(32)During the threesix months ended MarchJune 31,30, 2025,2026, Aon recognized a $20 million gain related to the prior-year sale of a significant majority of NFP's Wealth business, all of which was recognized in the first quarter of 2026. During the three and six months ended June 30, 2025, gains of $88 million and $108 million were recognized, respectively. These 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.period and were excluded from Adjusted other income (expense).

Currency fluctuations had a favorable impact of $0.35$0.01 and a favorable impact of $0.36 on net income per diluted share during the three and six months ended MarchJune 31,30, 20262026, respectively, if prior-year period results were translated at current period foreign exchange rates. Currency fluctuations had no impact and an unfavorable impact of $0.13 on net income per diluted share during the three and six months ended MarchJune 31,30, 20252025, respectively, if 20242025 results were translated at 20252026 rates.

Currency fluctuations had a favorable impact of $0.36$0.02 and a favorable impact of $0.38 on adjusted diluted earnings per share during the three and six months ended MarchJune 31,30, 20262026, respectively, if prior-year period results were translated at current period foreign exchange rates. Currency fluctuations had a favorable $0.01 and an unfavorable impact of $0.14$0.13 on adjusted diluted earnings per share during the three and six months ended MarchJune 31,30, 20252025, respectively, if 20242025 results were translated at 20252026 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 Condensed Consolidated Financial Statements.