Aon plc: Entry Into A Material Definitive Agreement, Regulation Fd Disclosure, Financial Statements And Exhibits

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 7.01. 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. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 2.1* Agreement and Plan of Merger, by and among USI Advantage Corp., Aon North America, Inc., Cortlandt Acquisition Corp., Aon plc and Uno Aggregator II L.P., as Securityholder Representative, dated as of August 30, 2026. 99.1 Press Release, dated August 31, 2026. 99.2 Investor Presentation, dated August 31, 2026. 104 Cover Page Interactive Data File (formatted as inline XBRL). * Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Aon hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that Aon may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished. Safe Harbor Statement This communication contains certain statements related to future results, or states Aon’s intentions, beliefs and expectations or predictions for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. These forward-looking statements include information about possible or assumed future results of Aon’s operations. All statements, other than statements of historical facts, that address activities, events or developments that Aon expects or anticipates may occur in the future, including, without limitation, statements about Aon’s outlook, expected market and industry conditions, including competitive and pricing trends, the development and performance of Aon’s services and products, the expected timing and closing requirements for completing the proposed acquisition, the expected benefits of the proposed acquisition, including advances in the middle-market segment and access to the Excess & Surplus segment, business generation, revenue and cost synergies, increased profitability, the timing of value capture and costs and other anticipated financial impacts of the proposed acquisition, including with respect to credit ratings, expected governance and stakeholder value impacts as a result of the proposed acquisition, Aon’s expected cost structure and the outcome of cost-saving or restructuring initiatives, including the impacts of the Accelerating Aon United Program and the integration of USI, Aon’s, USI’s and the combined firm’s plans, objectives, expectations and intentions, actual or anticipated legal settlement expenses, future capital expenditures, growth in commissions and fees, changes to the composition or level of our revenues, cash flow and liquidity, expected tax rates, expected foreign currency translation impacts, business strategies, competitive strengths, goals, the benefits of new initiatives, growth of Aon’s business and operations, plans and references to future successes are forward-looking statements. Also, when Aon uses words such as “anticipate”, “believe”, “continue”, “confidence”, “conviction”, “could”, “estimate”, “expect”, “forecast”, “intend”, “looking forward”, “may”, “might”, “plan”, “potential”, “opportunity”, “commit”, “probably”, “project”, “positioned”, “should”, “will”, “would” or similar expressions, it is making forward-looking statements. The following factors, among others, could cause actual results to differ materially from those set forth in or anticipated by the forward-looking statements: the possibility that the proposed acquisition will not be consummated, uncertainties relating to the timing of consummation of the proposed acquisition, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the proposed acquisition, adverse effects on the market price of Aon’s securities and on Aon’s operating results for any reason, including, without limitation, because of the failure to consummate the proposed acquisition, the failure to realize the expected benefits of the proposed acquisition (including anticipated revenue and cost synergies), the failure to effectively integrate the combined companies following consummation of the proposed acquisition, the diversion of management time on transaction-related issues, negative effects of an announcement of the proposed acquisition, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals, or any announcement relating to the consummation of or failure to consummate the proposed acquisition on the market price of Aon’s securities, significant transaction and integration costs or difficulties in connection with the proposed acquisition and/or unknown or inestimable liabilities, potential litigation associated with the proposed acquisition, the potential impact of the announcement or consummation of the proposed acquisition on relationships, including with suppliers, customers, employees and regulators, and general economic, business and political conditions (including any epidemic, pandemic or disease outbreak) that affect the combined companies following the consummation of the proposed acquisition. Any or all of Aon’s forward-looking statements may turn out to be inaccurate, and there are no guarantees about Aon’s performance. The factors identified above are not exhaustive. Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. In addition, results for prior periods are not necessarily indicative of results that may be expected for any future period. Further information concerning Aon and its businesses, including factors that could materially affect Aon’s financial results, is contained in Aon’s filings with the SEC. See Aon’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q for further discussion of these and other risks and uncertainties applicable to Aon and its businesses. These factors may be revised or supplemented in subsequent reports filed with the SEC. Aon is not under, and expressly disclaims, any obligation to update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise. No Offer or Solicitation This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AON PLC Date: August 31, 2026 By: /s/ Darren Zeidel Name: Darren Zeidel Title: Executive Vice President, General Counsel and Company Secretary

Aon plc: Entry Into A Material Definitive Agreement, Regulation Fd Disclosure, Financial Statements And Exhibits

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