AON: Material agreement · Company 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”) 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 no