{"url_path":"/sec/aon/8-k/2026-09-11/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/315293/0001193125-26-388699-index.html","accession_number":"0001193125-26-388699","cik":"0000315293","ticker":"AON","issuer_name":"Aon plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/315293/0001193125-26-388699-index.html","primary_entity_key":"0000315293","primary_entity_name":"Aon plc"},"word_count":465,"has_tables":true,"body_markdown":"Item 8.01\n\nOther Events.\n\nAs previously disclosed in Aon plc’s (the “Company”) Current Report on Form 8-K filed on August 31, 2026, the Company, Aon North America, Inc. (“ANA”), a Delaware corporation and an indirect, wholly-owned subsidiary of the Company, USI Advantage Corp. (“USI Advantage”), a Delaware corporation, Cortlandt Acquisition Corp., a Delaware corporation and a direct, wholly-owned subsidiary of ANA (“Merger Sub”), and Uno Aggregator II L.P., a Delaware limited partnership, solely in its capacity as the securityholder representative, entered into an Agreement and Plan of Merger, dated as of August 30, 2026 (the “Merger Agreement”), which provided for, among other things, the merger of Merger Sub with and into USI Advantage, with USI Advantage surviving as a direct, wholly-owned subsidiary of ANA (the “Merger”).\n\nThis Current Report on Form 8-K is being filed in connection with the Merger to provide (i) the audited consolidated financial statements and related notes of USI, Inc. and subsidiaries (“USI”) as of and for the year ended December 31, 2025, and the related report of Ernst & Young LLP, USI’s independent auditor, which are filed herewith as Exhibit 99.1 and incorporated herein by reference, (ii) the unaudited consolidated financial statements and related notes of USI as of and for the six months ended June 30, 2026, which are filed herewith as Exhibit 99.2 and incorporated herein by reference, and (iii) the unaudited pro forma combined financial statements of the Company giving effect to the Merger along with effects of other related transactions (the “pro forma combined financial information”), which includes the unaudited pro forma combined statement of financial position as of June 30, 2026 (which gives effect to the Merger and other related transactions as if they occurred or had become effective on June 30, 2026) and the unaudited pro forma combined statements of income for the six months ended June 30, 2026 and the year ended December 31, 2025 (which give effect to the Merger and other related transactions as if they occurred or had become effective on January 1, 2025), and the related notes thereto, which are filed herewith as Exhibit 99.3 and incorporated herein by reference.\n\nThe pro forma combined financial information included as Exhibit 99.3 has been prepared for information purposes only and on the basis of certain assumptions and estimates. It is not intended to, and does not purport to, represent what the combined company’s actual results or financial condition would have been if the transactions had occurred on the relevant date, and is not intended to project the future results or financial condition that the combined company may achieve following completion of the Merger.\n\nThe consent of Ernst & Young LLP, independent auditor of USI, is filed as Exhibit 23.1 to this Current Report on Form 8-K and incorporated herein by reference."}