Class A Ordinary Shares $0.01 nominal value
- Symbol
- AON
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Current Report · Items 1.01, 7.01, 9.01 · 8-K
Aon plc
AONNYSEEQUITYCurrent
Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. On August 30, 2026, Aon plc, an Irish public limited company (the “Company” or “Aon”), Aon North America, Inc., a Delaware corporation (the “Acquirer”) and Cortlandt Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of Acquirer (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) w…
Press release in this filing
Aon to acquire USI to establish the premier U.S. middle-market platform →Company context
Aon plc (NYSE: AON) exists to shape decisions for the better - to protect and enrich the lives of people around the world. Through actionable analytic insight, globally integrated Risk Capital and Human Capital expertise, and locally relevant solutions, our colleagues provide clients in over 120 countries with the clarity and confidence to make better risk and people decisions that protect and grow their businesses.
Current securities
Recent company filings
- 10-Q filingOct 28, 2026
- Results of Operations and Financial ConditionOct 28, 2026
- SCHEDULE 13G/A - filed by JPMORGAN CHASE & CO regarding Aon plcOct 16, 2026
- Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementSep 22, 2026
- CERT filingSep 18, 2026
Registered securities in this filing
Aon plc · 8-K · Filed 2026-08-31
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.850% Senior Notes due 2027
- Symbol
- AON27
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.050% Senior Notes due 2031
- Symbol
- AON31
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.600% Senior Notes due 2031
- Symbol
- AON31A
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.000% Senior Notes due 2032
- Symbol
- AON32
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.350% Senior Notes due 2033
- Symbol
- AON33
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon plc’s 4.250% Senior Notes due 2042
- Symbol
- AON42
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon plc’s 4.450% Senior Notes due 2043
- Symbol
- AON43
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon plc’s 4.600% Senior Notes due 2044
- Symbol
- AON44
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon plc’s 4.750% Senior Notes due 2045
- Symbol
- AON45
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.900% Senior Notes due 2051
- Symbol
- AON51
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon Corporation and Aon Global Holdings plc’s 3.900% Senior Notes due 2052
- Symbol
- AON52
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon North America, Inc.’s 5.125% Senior Notes due 2027
- Symbol
- AON27B
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon North America, Inc.’s 5.150% Senior Notes due 2029
- Symbol
- AON29
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon North America, Inc.’s 5.300% Senior Notes due 2031
- Symbol
- AON31B
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon North America, Inc.’s 5.450% Senior Notes due 2034
- Symbol
- AON34
- Exchange
- NYSE
- Classification
- DEBT
Guarantees of Aon North America, Inc.’s 5.750% Senior Notes due 2054
- Symbol
- AON54
- Exchange
- NYSE
- Classification
- DEBT
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On August 30, 2026, Aon plc, an Irish public limited company (the “Company” or “Aon”), Aon North America, Inc., a Delaware corporation (the “Acquirer”) and Cortlandt Acquisition Corp., a Delaware corporation and a direct, wholly owned subsidiary of Acquirer (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with USI Advantage Corp., a Delaware corporation (“USI”), and, solely in its capacity as the securityholder representative, Uno Aggregator II L.P., a Delaware limited partnership, pursuant to which the Company will acquire USI for a purchase price of $17 billion in cash, subject to downward adjustments for leakage since June 30, 2026, as set forth in the Merger Agreement (the “Transaction”).
Completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including receipt of applicable regulatory approvals. The Merger Agreement includes customary termination provisions for both Acquirer and USI, including the right of either party to terminate the Merger Agreement if the closing has not occurred by 5:00 p.m. New York City time on June 1, 2027, (i) subject to a three month extension in the event that certain conditions relating to regulatory approvals have not been satisfied as of that date and (ii) if on the extended date the regulatory approvals remain unsatisfied, subject further to another three month extension. The parties to the Merger Agreement are not required to effect the completion of the Transaction until October 19, 2026.
The Merger Agreement contains representations, warranties and covenants related to the Transaction that are customary for a transaction of this nature.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement for the purpose of allocating contractual risk between those parties, and do not establish these matters as facts. Investors should not rely on the representations, warranties and covenants as characterizations of the actual state of facts or condition of the Company, Acquirer, USI or any of their respective subsidiaries or affiliates.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On August 31, 2026, the Company issued a press release announcing the execution of the Merger Agreement, a copy of which is furnished as Exhibit 99.1 hereto.
On August 31, 2026, the Company also provided supplemental information regarding the Transaction in connection with a presentation to investors. A copy of the investor presentation is furnished as Exhibit 99.2 hereto.
The information in this Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Filed exhibits (2)
EX-99.1 3 d108801dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Aon to acquire USI to establish the premier U.S. middle-market platform Builds on the successful acquisition of NFP to advance leading platform in the large and growing U.S. middle market Extends Aon’s differentiated capabilities to provide better choice, superior solutions and greater value for clients Expands Aon’s access to the Excess & Surplus (E&S) segment, among the fastest-growing areas in U.S. commercial insurance Enhances Aon’s industry-leading data platform, deepening its context advantage Following the close of the transaction, USI Chairman and CEO Mike Sicard will serve as President of Aon plc and global CEO of Middle Market for the firm Purchase price of $17.0 billion; transaction expected to deliver $395 million in annual run-rate net adjusted EBITDA impact from revenue and cost synergies across the combined middle-market platform and to be accretive to adjusted EPS in 2028 Aon to host conference call to discuss transaction on August 31, 2026, at 8:00 AM ET ──────────────────────────────────────────────────────────────────────────────────────── DUBLIN, August 31, 2026 - Aon p…
Open exhibit ↗EX-99.2 4 d108801dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 Aon to Acquire USI to Establish the Premier U.S. Middle-Market Platform Greg Case President and CEO, Aon Andy Marcell Deputy CEO, Aon SEVP Risk Capital and Human Capital Mike Sicard Chairman and CEO, USI Nadin Virani Interim CFO, Aon August 31, 2026 Safe Harbor Statement This communication contains certain statements related to future The following factors, among others, could cause actual results to differ results that may be expected for any future period. Further information results, or states Aon’s intentions, beliefs and expectations or materially from those set forth in or anticipated by the forward-looking concerning Aon and its businesses, including factors that could predictions for the future, all of which are forward-looking statements as statements: the possibility that the proposed acquisition will not be materially affect Aon’s financial results, is contained in Aon’s filings with that term is defined in the Private Securities Litigation Reform Act of consummated, uncertainties relating to the timing of consummation of the SEC. See Aon’s Annual Report on Form 10-K for the year ended 1995. These forward-loo…
Open exhibit ↗