AON Aon PLC

As filed with the Securities and Exchange Commission on February 26, 2024

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Aon plc

(Exact name of registrant as specified in its charter)

Aon plc

Metropolitan Building

James Joyce Street

Dublin 1, Ireland D01 K0Y8

+353 1 266 6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Darren Zeidel

Executive Vice President, General Counsel and Company Secretary

Aon plc

200 East Randolph Street

Chicago, IL 60601

+1 (312) 381-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the transaction described in the enclosed prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not distribute or issue the securities being registered pursuant to this registration statement until the registration statement (of which this preliminary prospectus is a part), as filed with the Securities and Exchange Commission, is effective. This preliminary prospectus is not an offer to sell nor should it be considered a solicitation of an offer to buy the securities described herein in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS—SUBJECT TO COMPLETION DATED FEBRUARY 26, 2024

PROSPECTUS

On December 19, 2023, Aon plc, an Irish public limited company (“Aon”), Randolph Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Aon (“Acquirer”), and Randolph Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquirer (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NFP Intermediate Holdings A Corp., a Delaware corporation (“NFP”), and NFP Parent Co, LLC, a Delaware limited liability company (“NFP Seller”).

Pursuant to the terms and subject to the conditions in the Merger Agreement, Acquirer will acquire NFP pursuant to two successive mergers. At the effective time of the first merger (the “First Effective Time”), Merger Sub will be merged with and into NFP, with NFP continuing as the surviving corporation (“Surviving Corporation I”) and as a wholly owned subsidiary of Acquirer (the “First Merger”). Immediately following the First Merger and at the effective time of the second merger (the “Second Effective Time”), NFP, as the surviving corporation in the First Merger, will be merged with and into Acquirer, with Acquirer continuing as the surviving corporation in the Second Merger (“Surviving Corporation II”) and as an indirect, wholly owned subsidiary of Aon (the “Second Merger”, and together with the “First Merger”, the “Mergers” and, collectively, with any other transactions contemplated by the Merger Agreement, the “Transaction”).

As consideration for the Transaction, shares of common stock of NFP, par value $0.01 per share, issued and outstanding prior to the First Effective Time (“NFP Common Stock”), other than certain excluded shares, will be canceled and automatically converted into the right to receive: (a) an amount in cash equal to the quotient of the Aggregate Cash Consideration (as defined below) divided by the total number of shares of NFP Common Stock that are issued and outstanding immediately prior to the First Effective Time (the “Fully Diluted Common Number”) and (b) a number of class A ordinary shares, nominal value $0.01, of Aon (“Aon Ordinary Shares”) equal to the quotient of the Aggregate Equity Consideration (as defined below) divided by the Fully Diluted Common Number (the “Per Share Equity Consideration”).

“Aggregate Cash Consideration” means an amount in cash equal to (a) $399,652,715, minus (b) certain adjustments as set forth in the Merger Agreement (the amount remaining after such adjustments, the “Residual Cash Amount”) minus (c) at Aon’s sole discretion, all or any portion of the amount required to repay or satisfy in full, on the Closing Date, the aggregate increase of certain indebtedness of NFP incurred between the date of the Merger Agreement and the First Effective Time or such earlier date as the Merger Agreement may be terminated in accordance with its terms (such period the “Interim Period” and the amount deducted pursuant to this clause (c) the “Indebtedness Adjustment Amount”).

“Aggregate Equity Consideration” means (a) if the average of the daily volume-weighted average sales price (calculated to four decimal places and determined without regard to after-hours trading or any other trading outside the regular trading session trading hours) for Aon Ordinary Shares on the New York Stock Exchange for each of the 10 consecutive trading days ending on and including the trading day that is 7 business days prior to the closing (the “Aon Closing Share Price”) is greater than $345.4496, an amount of Aon Ordinary Shares equal to the quotient obtained by dividing (x) $6,450,000,000 by (y) the Aon Closing Share Price; (b) if the Aon Closing Share Price is an amount greater than or equal to $321.3485 but less than or equal to $345.4496, then 18,671,318 Aon Ordinary Shares; (c) if the Aon Closing Share Price is an amount less than $321.3485 but greater than or equal to $273.1462, an amount of Aon Ordinary Shares equal to the quotient obtained by dividing (x) $6,000,000,000 by (y) the Aon Closing Share Price; or (d) if the Aon Closing Share Price is an amount less than $273.1462, then 21,966,256 Aon Ordinary Shares, subject to (I) increase by the quotient obtained by dividing (x) the Indebtedness Adjustment Amount, if any by (y) the Aon Closing Share Price and (II) decrease by the quotient obtained by dividing (x) the absolute value of the Residual Cash Amount by (y) the Aon Closing Share Price, if the Residual Cash Amount is less than zero.

As a result, Aon will be issuing up to [ ] Aon Ordinary Shares to NFP Seller in its capacity as NFP’s sole stockholder as consideration for the Transaction. The Transaction is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986. The obligation of the parties to consummate the Transaction is not conditioned upon the receipt of an opinion from counsel, nor have the parties applied for a ruling from the U.S. Internal Revenue Service, that the Transaction would so qualify.

The Transaction must be adopted and approved by the affirmative vote or consent of the sole holder of NFP Common Stock (the “NFP Stockholder Approval”), which consent has been obtained. Accordingly, the delivery of the NFP Stockholder Approval, was sufficient to adopt and approve the Transaction on behalf of the NFP stockholder. The approval of the Transaction by Aon does not require the affirmative vote or consent of the holders of Aon Ordinary Shares. Therefore, neither NFP nor Aon is asking its stockholder and shareholders, respectively, for a proxy, and the stockholder and shareholders are requested not to send a proxy to Aon.

Investing in our securities involves risks. In reviewing this document, you should carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page  17 of this document.

The Aon Ordinary Shares are listed on the New York Stock Exchange under the symbol “AON”.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is [ ], 2024.

TABLE OF CONTENTS

Contents

IMPORTANT NOTE ABOUT THIS PROSPECTUS

This prospectus, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by Aon plc (“Aon”) (File No. 333-[ ]), constitutes a prospectus of Aon under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Aon Ordinary Shares to be issued to the holder of NFP Common Stock pursuant to the Merger Agreement.

This prospectus includes important business and financial information about Aon from other documents that Aon has filed with the SEC and that may not be included in or delivered with this prospectus. For where to find more information on Aon, please see the section titled “Where You Can Find More Information” beginning on page 105 of this prospectus. Aon is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and accordingly files its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. As an electronic filer, Aon’s public filings are also maintained on the SEC’s Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is https://www.sec.gov.

You may obtain any of the documents referred to above from the SEC, through the SEC’s website or from Aon, without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement on Form S-4 (the “Registration Statement”), of which this prospectus forms a part, by requesting them in writing, by telephone or by email at the following address:

Aon plc

c/o Investor Relations

200 East Randolph Street

Chicago, IL 60601

(847) 442-0622

investor.relations@aon.com

To receive documents in a timely manner, it is suggested that you request such documents via email.

General information about Aon, including its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through Aon’s website at https://ir.aon.com/overview as soon as reasonably practicable after Aon files them with, or furnishes them to, the SEC. Information on Aon’s website is not incorporated into this prospectus and is not a part of this prospectus.

Neither Aon nor NFP has authorized anyone to give any information or make any representation about the Transaction, Aon or NFP that is different from, or in addition to, that contained in this prospectus or in any of the materials that have been incorporated by reference. Therefore, neither Aon nor NFP takes any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in or incorporated by reference into this prospectus.

This prospectus is dated [    ], 2024. The information contained in this prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this prospectus to the holder of NFP Common Stock nor the issuance by Aon of Aon Ordinary Shares pursuant to the Merger Agreement will create any implication to the contrary.

This prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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The information concerning Aon contained in or incorporated by reference into this prospectus has been provided by Aon, and the information concerning NFP contained in this prospectus has been provided by NFP.

The delivery of the NFP Stockholder Approval, was sufficient to adopt and approve the Transaction on behalf of the NFP stockholder. The approval of the Transaction by Aon does not require the affirmative vote or consent of the holders of Aon Ordinary Shares. We Are Not Asking You For a Proxy and You are Requested Not To Send Us a Proxy.

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FREQUENTLY USED TERMS

Definitions

Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this prospectus:

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RISK FACTORS

In reviewing the Transaction described in this prospectus, you should consider carefully the following risk factors, together with general investment risks and all of the other information included in, or incorporated by reference into, this prospectus. This prospectus also contains forward-looking statements that involve risks and uncertainties. Please read “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 38 of this prospectus.

The risks described below are certain material risks, although not the only risks, relating to the Transaction and each of Aon, NFP and the NFP business following completion of the Transaction in relation to the Transaction. The risks described below are not the only risks that Aon or NFP currently faces or that Aon or the NFP business will face after the completion of the Transaction. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect the business, financial condition and results of operations of Aon or the NFP business or the market price of Aon Ordinary Shares following the completion of the Transaction.

If any of the following risks and uncertainties develop into actual events, these events could have a material adverse effect on the business, financial condition and results of operations of Aon, NFP and/or the NFP business following completion of the Transaction. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to the Transaction

The completion of the Transaction is subject to a number of conditions, many of which are largely outside the control of the parties to the Merger Agreement, and if these conditions are not satisfied or waived on a timely basis, the Merger Agreement may be terminated and the Transaction may not be completed.

The completion of the Transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including, among others, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the approval of regulatory authorities in the United Kingdom and Ireland, no law having been enacted, issued, promulgated, enforced or entered, whether temporary, preliminary or permanent, which is then in effect and has the effect of enjoining, restraining, prohibiting or otherwise preventing consummation of the Transaction or imposes any Burdensome Conditions (as defined under “Regulatory Approvals” beginning on page 50 of this prospectus) on Aon or its Subsidiaries, the effectiveness of the Registration Statement of which this prospectus forms a part and the approval for listing on NYSE of the Aon Ordinary Shares to be issued in connection with the Transaction. Although Aon and NFP have agreed to use reasonable best efforts, subject to certain limitations, there can be no assurance that the other conditions to the obligations of the parties to effect the Transaction will be satisfied or waived. In particular, foreign, federal, state or local governmental or regulatory authorities and, in certain instances, private parties may seek to challenge the Transaction and/or impose conditions on Aon, NFP and/or the NFP business following completion of the Transaction as a condition to completion of the Transaction under applicable antitrust or other laws. In addition, there can be no assurance that any consents, clearances or approvals necessary or advisable to be obtained in connection with the Transaction will be obtained in a timely manner or at all, or whether they will be subject to actions, conditions, limitations or restrictions that may jeopardize or delay the completion of the Transaction, materially reduce or delay the anticipated benefits of the Transaction or allow the parties to terminate the Merger Agreement. Pursuant to the terms of the Merger Agreement, Aon and its Subsidiaries may be required to offer and agree to undertake certain specified behavioral remedies with regulatory authorities. If Aon is required to divest assets or businesses related to NFP, there can be no assurance that it will be able to negotiate such divestitures expeditiously or on favorable terms or that the governmental authorities will approve the terms of such divestitures. For a discussion of the conditions to the completion of the Transaction, see the section entitled “The Merger Agreement—Conditions to Completion of the

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Transaction” beginning on page 73 of this prospectus. If the Transaction, or the integration of the companies’ respective businesses, is not completed within the expected time frame, such delay may materially and adversely affect the synergies and other benefits that Aon and NFP expect to achieve as a result of the Transaction and could result in additional costs or liabilities, loss of revenue and other adverse effects on Aon’s business (including the NFP business following completion of the Transaction), financial condition and results of operations.

Failure to complete the Transaction could have an adverse effect on Aon.

If the Transaction is not completed for any reason, Aon’s ongoing business may be adversely affected and, without realizing any of the potential benefits of completing the Transaction, Aon will be subject to a number of risks, including the following:

If the Transaction does not close, these risks may materialize and may adversely affect Aon’s business, financial results and market price.

There has been no public market for NFP Common Stock and the lack of a public market may make it more difficult to determine the fair market value of NFP than if there were such a public market.

The outstanding shares of NFP Common Stock are privately held and are not traded on any public market. The lack of a public market may make it more difficult to determine the fair market value of NFP than if the outstanding shares of NFP Common Stock were traded publicly. The value ascribed to NFP’s securities in other contexts, including in private valuations or financings, may not be indicative of the price at which the outstanding shares of NFP Common Stock may have traded on a public market. The consideration to be paid to holders of NFP Common Stock in the First Merger was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of NFP Common Stock may have traded on a public market.

The pendency of the Transaction could adversely affect their businesses, financial condition and results of operations of Aon or NFP.

During the pendency of the Transaction, it is possible that customers, suppliers, commercial partners and/or other persons with whom Aon or NFP has a business relationship may elect to delay or defer certain business decisions or decide to seek to terminate, change or renegotiate their relationships with Aon or NFP, as the case may be, as a result of the Transaction, which could significantly reduce the expected benefits of the Transaction and/or negatively affect Aon’s or NFP’s revenues, earnings and cash flows, NFP’s future plans and the market

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price of Aon Ordinary Shares, regardless of whether the Transaction is completed. Matters relating to the Transaction (including integration planning) will require substantial commitments of time and resources by Aon and NFP management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to either Aon or NFP as an independent company. Aon and NFP will also incur significant costs related to the Transaction, some of which must be paid even if the Transaction is not completed. These costs are substantial and include financial advisory, legal and accounting costs.

Under the terms of the Merger Agreement, NFP is also subject to certain restrictions on the conduct of its business prior to the completion of the Transaction, which may adversely affect its ability to execute certain of its business strategies, including, among other things, the ability in certain cases to incur indebtedness, make investments or capital expenditures, enter into, amend or terminate certain material contracts, settle litigation, acquire or dispose of assets or make changes with respect to employee matters, including compensation and benefits matters. Such limitations could adversely affect NFP’s business, strategy, operations and prospects prior to the completion of the Transaction.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Transaction.

Aon may encounter difficulty or high costs associated with the arrangement of any debt financing required for the Transaction.

Aon expects to fund the cash consideration payable in the Transaction and the repayment or refinancing of NFP’s existing debt arrangements contemplated by the Merger Agreement, through debt financing. Aon’s ability to obtain debt financing, and the pricing and terms thereof, will be subject to various factors, including market conditions, operating performance and Aon’s ability to incur additional debt. The receipt of financing by Aon is not a condition to completion of the Transaction and, accordingly, Aon will be required to complete the Transaction (assuming that all of the conditions to its obligations under the Merger Agreement are satisfied) whether or not debt financing is available at all or on acceptable terms.

The Transaction may be completed even though material adverse changes may result from the completion of the Transaction, industry-wide changes or other causes.

In general, either party can refuse to complete the Transaction if there is an Acquirer Material Adverse Effect or an NFP Material Adverse Effect affecting the other party prior to the Closing. However, certain types of changes that would result in a material adverse effect of either party are excluded from the definitions of an Acquirer Material Adverse Effect or an NFP Material Adverse Effect, and do not permit either party to refuse to complete the Transaction. If such adverse changes occur but Acquirer and NFP still complete the Transaction, the market price of Aon Ordinary Shares may suffer. For a more complete discussion of what constitutes an Acquirer Material Adverse Effect or a NFP Material Adverse Effect under the Merger Agreement, see the section titled “The Merger Agreement—Representations and Warranties” beginning on page 60 of this prospectus.

Risks Related to Aon and the NFP business after Completion of the Transaction

Aon may not be able to integrate the NFP business successfully or manage the combined business effectively, and many of the anticipated synergies and other benefits of acquiring NFP may not be realized or may not be realized within the expected time frame.

Aon and NFP entered into the Merger Agreement with the expectation that the Transaction would result in various benefits, including, among other things, operating efficiencies, synergies and cost savings. Achieving the anticipated benefits of the Transaction is subject to a number of uncertainties, including whether the businesses of Aon and NFP can be integrated in an efficient and effective manner.

It is possible that the integration process could take longer than anticipated or that the management of the combined organizations and achievement of anticipated synergies could be more difficult than expected. The

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integration of NFP into the Aon organization could also result in the disruption of ongoing businesses, processes, systems and business relationships or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect Aon’s ability to achieve the anticipated benefits of the Transaction. The integration process is subject to a number of risks and uncertainties, and no assurance can be given that the anticipated benefits of the Transaction will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could adversely affect Aon’s future businesses, financial condition, results of operations and prospects.

Uncertainties associated with the Transaction may cause a loss of management personnel and other key employees, and Aon and NFP may have difficulty attracting and motivating management personnel and other key employees, which could adversely affect the future businesses and operations of Aon.

Aon and NFP are dependent on the experience and industry knowledge of their respective management personnel and other key employees to execute their business plans. Aon’s success after the completion of the Transaction will depend in part upon the ability of Aon to attract, motivate and retain key management personnel and other key employees of Aon and NFP. Prior to completion of the Transaction, current and prospective employees of Aon and NFP may experience uncertainty about their roles following the completion of the Transaction, which may have an adverse effect on the ability of each of Aon and NFP to attract, motivate or retain management personnel and other key employees. If management personnel or other key employees terminate their employment, Aon’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Aon and NFP to hiring suitable replacements, all of which may cause Aon’s businesses and operations following the completion of the Transaction to suffer.

Completion of the Transaction may trigger change in control, assignment or other provisions in certain agreements to which NFP is a party, which may have an adverse impact on the business and results of operations of Aon and the NFP business.

The completion of the Transaction may trigger change in control, assignment and other provisions in certain agreements to which NFP is a party. If Aon and NFP are unable to negotiate waivers of or consents under those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages or other remedies. Even if Aon and NFP are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Aon. Any of the foregoing or similar developments may have an adverse impact on the businesses, financial condition and results of operations of Aon and the NFP business following the completion of the Transaction, or the ability to successfully integrate their respective businesses and/or execute their respective strategies.

Following the Transaction, the market price of Aon Ordinary Shares may be affected by factors different from those affecting the Aon Ordinary Shares currently.

The market price of Aon Ordinary Shares after the Transaction may be affected by factors different from those affecting the Aon Ordinary Shares before completion of the Transaction. Aon’s business and financial position differs from that of NFP in important respects. Accordingly, the results of operations of Aon, including the NFP business, and the market price of Aon Ordinary Shares after the completion of the Transaction may be affected by factors different from those currently affecting the results of operations of each of Aon and NFP or the Aon Ordinary Shares on a standalone basis. For a discussion of the business of Aon and of certain factors to consider in connection with that business, see the documents incorporated by reference in this prospectus and referred to under “Where You Can Find More Information” beginning on page 105 of this prospectus.

Following the Transaction, the Aon Ordinary Shares to be received by the holder of NFP Common Stock upon completion of the Transaction will have different rights from the shares of NFP Common Stock.

Upon completion of the Transaction, the holder of NFP Common Stock will become an Aon shareholder and its rights as a shareholder will be governed by the Irish Companies Act and Aon’s memorandum and articles

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of association. The rights associated with NFP Common Stock are different from the rights associated with Aon Ordinary Shares. Please see “Comparison of Rights of Aon Shareholders and the NFP Stockholder” beginning on page 87 of this prospectus for a discussion of the different rights associated with Aon Ordinary Shares.

Aon (including Acquirer) will incur significant transaction and integration-related costs in connection with the Transaction, which could adversely affect Aon’s ability to execute its integration plan and achieve the anticipated benefits of the Transaction.

Aon expects to incur a number of non-recurring costs associated with the Transaction and combining the operations of the two companies. Aon continues to assess the magnitude of these Transaction and integration-related costs, and additional unanticipated costs may also be incurred. Although Aon expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses of Aon and NFP, should allow Aon to offset integration-related costs over time, this net benefit may not be achieved in the near term or at all.

The market price of Aon Ordinary Shares may decline as a result of the Transaction and the issuance of Aon Ordinary Shares to the holder of NFP Common Stock in the Transaction may have a negative impact on Aon’s financial results, including earnings per share.

The market price of Aon Ordinary Shares may decline as a result of the Transaction, and holders of Aon Ordinary Shares could see a decrease in the value of their investment in Aon Ordinary Shares, if, among other things, Aon, including the NFP business, is unable to achieve the expected growth in earnings, or if the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, from the Transaction are not realized, or if the Transaction and integration-related costs related to the Transaction are greater than expected. The market price of Aon Ordinary Shares may also decline if Aon does not achieve the anticipated benefits of the Transaction as rapidly or to the extent expected by financial or industry analysts. The issuance of Aon Ordinary Shares in the Transaction could on its own have the effect of depressing the market price for Aon Ordinary Shares. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Aon Ordinary Shares, regardless of the actual operating performance of Aon, including the NFP business, following the completion of the Transaction.

The global effective tax rate that will apply to Aon subsequent to the Transaction is uncertain and may vary from expectations.

There can be no assurance that closing of the Transaction pursuant to the Merger Agreement, will allow Aon to maintain any particular global effective corporate tax rate. No assurances can be given as to what Aon’s global effective tax rate will be after the closing of the Transaction because of, among other things, uncertainty regarding the jurisdictions in which Aon will derive income and the amounts derived thereof, uncertainty regarding the ability and the time necessary to integrate business operations and entities, and uncertainty regarding the tax policies of the jurisdictions in which it will operate. As a result, Aon’s actual global effective tax rate may vary from expectations following the Transaction and that variance may be material.

Risks Related to Aon’s Business

You should read and consider the risk factors specific to Aon’s business that will also affect Surviving Corporation II after the completion of the Transaction. These risks are described in the section of Aon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 entitled “Risk Factors”, and in other documents that are incorporated by reference into this prospectus. See the section entitled “Where You Can Find More Information” beginning on page 105 of this prospectus.

Risks Related to NFP’s Business

In this section of this prospectus, unless otherwise indicated or the context otherwise requires, the term “NFP” refers collectively to NFP Intermediate Holdings A Corp. and all of its Subsidiaries.

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NFP’s business initiatives may not be successful.

NFP focuses on the coordinated delivery of a full range of advisory and brokerage products and services to clients on a national and regional basis. This strategy is intended to improve the quality and scope of services provided to its clients, as well as improve the allocation of NFP’s resources and facilitate growth, the diversification of product and service offerings, brand recognition, operating efficiencies and other business initiatives. There are substantial uncertainties associated with these efforts, including the investment of significant time and resources, the possibility that these efforts will be unprofitable, and the risk of additional liabilities associated with these efforts. For instance, subsidiaries that are marketed under the single NFP brand may expose the broader NFP organization to heightened risk from operations at the local level. Factors such as compliance with regulations, competitive alternatives and shifting market preferences may also impact the successful implementation of these efforts.

A challenging economic environment, inflation or poor consumer confidence could negatively affect NFP.

A challenging economic environment could adversely impact NFP’s business through the loss of clients or by adversely impacting its ability to place business or collect receivables. The changing financial circumstances of NFP’s clients may trigger reduced demand for NFP’s services. For instance, reductions in client headcount, payroll or properties may lead clients to reduce their overall insurance coverage, which could adversely impact NFP’s profitability. Poor macroeconomic conditions may also cause clients to defer or forgo the purchase of products that NFP sells or services it provides.

Additionally, poor financial market performance may reduce fees earned based on assets under management. NFP’s Wealth and Retirement segment generates fees based upon the value of its clients’ assets under management or advisement. Changes in the value of equity, debt, currency, or other asset classes could cause the value of assets under management or advisement, and the fees received by the Wealth and Retirement segment, to decline. Such changes could also cause clients to withdraw funds from the Wealth and Retirement segment in favor of other investment service providers.

Global economic events and other factors, such as monetary and fiscal policy, have contributed to significant inflation in many of the markets in which NFP operates. Increased inflation may hinder economic growth in the United States and could adversely affect NFP’s cost structure, resulting in an increase in operating expenses. Inflationary pressures could harm NFP’s margins and profitability if NFP is unable to increase revenues or cut costs to offset the impact of inflation.

NFP earns recurring revenue on certain products over a period after the initial sale, provided the client retains the product. Clients may surrender or terminate these products for a variety of reasons, ending this recurring revenue. The tightening of credit in financial markets also adversely affects the ability of clients to obtain financing for certain products and services NFP distributes.

Acquired businesses may not perform as expected. Dependence on the individuals who manage its businesses may limit the ability to centrally manage NFP’s business effectively and profitably.

While NFP intends that acquisitions will improve profitability, past or future acquisitions may not be accretive to earnings or meet operational or strategic expectations. The failure of businesses to perform as expected after acquisition may have an adverse effect on its internal earnings and revenue growth rates, and may result in impairment charges and/or generate losses or charges to its earnings if NFP disposes of such businesses.

Although NFP maintains certain internal controls that allow it to oversee NFP’s operations, NFP is exposed to losses resulting from day-to-day decisions of the individuals who manage NFP’s diverse business. Such individuals maintain the primary relationship with clients and in some cases, vendors. Unsatisfactory performance by these individuals could hinder NFP’s ability to grow and could have a material adverse effect on

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its business. Additionally, NFP’s businesses report their results to the corporate headquarters on a monthly basis. NFP has implemented or is in the process of implementing a consolidated general ledger, commission tracking, CRM, cash management and information management systems that allow for the monitoring of the overall performance of the business, but there can be no assurance that such integration initiatives will be successful. If NFP’s businesses delay informing management of negative business developments, such as the loss of an important client or relationship, a threatened liability or a regulatory inquiry, NFP may not be able to take action to remedy the situation on a timely basis. To the extent that a wholly-owned subsidiary has liabilities or expenses in excess of what it can pay, the parent entity may be liable for such payment.

NFP has expanded its operations in Canada, the United Kingdom and the European Union, and NFP may continue to consider international expansion opportunities. International operations are subject to a number of risks, including: difficulties in staffing and managing foreign operations; political and economic instability and conflict; coordinating communications and logistics across geographic distances and multiple time zones; adverse changes in tax rates; variations in foreign currency exchange rates; governmental restrictions on the transfer of funds to or from operations outside the United States; and burdens of complying with a variety of labor practices and foreign laws.

Challenging economic conditions, poor operating performance, the cultural incompatibility of a firm’s management team with NFP, or other circumstances may lead to restructures or dispositions, which may lead to losses incurred by NFP.

NFP may not be successful in acquiring suitable acquisition candidates, which could adversely affect NFP’s growth.

In executing on its acquisition strategy, NFP focuses on businesses that strategically complement it. NFP’s acquisition activity may be inhibited in light of economic conditions, and there can be no assurance that its level of acquisition activity and growth from acquisitions will be successful. If it is not successful in acquiring suitable acquisition candidates, NFP’s business, earnings, revenue and strategies may be adversely affected. Additionally, acquisitions involve a number of special risks, such as difficulties in the integration of acquired operations and retention of personnel, entry into unfamiliar markets, unanticipated contingencies or liabilities, and tax and accounting issues, some or all of which could have a material adverse effect on NFP’s results of operations, financial condition and cash flows. NFP is also subject to certain limitations on acquisition activity by the terms of its financing documents.

The market for experienced and productive acquisition candidates is highly competitive and NFP competes with numerous integrated financial services organizations, insurance brokers, insurance companies, banks and other entities to acquire high quality businesses, some of whom have greater resources to complete acquisitions. If NFP is unable to complete acquisitions, it may have an adverse effect on NFP’s earnings or revenue growth and negatively impact NFP’s strategic plan. Conversely, to the extent NFP does complete acquisitions, but at higher valuations due to increased demand among competitors, NFP’s profitability attributable to such acquisitions would be lower measured against the multiple paid.

Improper or unauthorized use of, access to or disclosure of sensitive, confidential, or proprietary data, or of personal information, whether due to human error, misuse by employees or vendors, or as a result of cyber-attacks, could result in regulatory scrutiny, legal liability or reputational harm, and could have an adverse effect on business or operations.

In the course of providing services, NFP electronically stores sensitive confidential and proprietary information, as well as personal information such as social security numbers, protected health information or financial information, of clients or employees of clients. Improper or unauthorized use of, access to or disclosure of such information could harm NFP’s reputation and subject it to liability under contracts, as well as under applicable laws and regulations, resulting in increased legal and other costs, disruption of NFP’s operations and loss of revenue.

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In many jurisdictions, NFP is subject to laws and regulations relating to the collection, use, retention, disclosure, security, processing and transfer of personal information and confidential, sensitive or proprietary data. Privacy and cybersecurity laws and regulations are matters of growing public focus and are continuously changing in the states and jurisdictions in which NFP operates. For example, the New York State Department of Financial Services adopted the Cybersecurity Requirements for Financial Services Companies (“NYS Cyber Regulation”), which applies to those NFP subsidiaries and personnel licensed as insurance agents in New York by expanding obligations and imposing specific requirements for cybersecurity efforts. In addition, the National Association of Insurance Commissioners finalized the Insurance Data Security Model Law (the “NAIC Model Law”), which is based largely on the NYS Cyber Regulation. Once adopted by the various states, the NAIC Model Law will establish significant requirements for insurance industry licensees. Meeting obligations under such regulations may result in increased costs of compliance and resource needs by NFP. The failure to adhere to or successfully implement the requirements of these regulations could result in legal or regulatory liability or impairment to NFP’s reputation. See also “Risk Factors—Non-compliance with or changes in laws, regulations or licensing requirements applicable to NFP could restrict NFP’s ability to conduct its business” beginning on page 30 of this prospectus.

While NFP maintains policies and procedures and also administrative, technological and physical safeguards designed to help protect the integrity, security and privacy of business data, personal information and client accounts, NFP cannot entirely eliminate the risk associated with threats, vulnerabilities and security and privacy incidents. NFP’s policies, employee training (including phishing awareness training), procedures and technical safeguards may be insufficient to prevent or detect improper access to confidential, personal or proprietary information by employees, vendors or other third parties with otherwise legitimate access to NFP’s systems. Human error, deficient or inadequate safeguards, physical break-ins, electronic intrusions, phishing and other social engineering, malware, viruses or cyber-attacks could result in improper access to or misuse of confidential, sensitive or proprietary information, or personal information or unauthorized account transactions. Because the techniques used to obtain unauthorized access or systems change frequently, NFP may be unable to anticipate these techniques or implement adequate preventative measures in a timely manner. Additionally, in response to the COVID-19 pandemic, NFP has implemented certain remote working protocols, allowing employees to work from home and adopt remote collaboration. As a result of these measures, and as some NFP employees continue to work from home and access NFP’s systems remotely, NFP may be subject to heightened information security risks, including the risk of cyber attacks. Further, NFP cannot entirely eliminate the related costs associated with or incurred by NFP to mitigate the consequences from such security and privacy incidents. If NFP’s systems or facilities were infiltrated or damaged or if NFP was unable to prevent unauthorized account access and transactions, NFP’s clients could experience data loss, financial loss and significant business interruption leading to a material adverse effect on NFP’s business, financial condition and results of operations. NFP may be required to expend significant additional resources to remedy, modify protective measures, to investigate and remediate vulnerabilities or other exposures or to make required notifications to stakeholders, regulators, media and impacted individuals. The use of electronic communications, mobile technologies and social media by employees, clients and third parties, and the speed at which information can be widely distributed, increases the risks associated with the intentional or unintentional distribution of confidential, sensitive, or proprietary information, and personal information, and the potential for unauthorized access and transactions.

NFP’s business is dependent upon data integrity and information processing systems and there is no assurance that NFP will be able to apply new technology-based solutions effectively for clients’ benefit.

NFP’s ability to provide services to clients and to create and maintain comprehensive tracking and reporting of client accounts, coverage and relationships depends on the integrity of applicable data and NFP’s capacity to store, retrieve and process data, manage significant databases and expand and periodically upgrade NFP’s information processing capabilities. As information system providers relied on by NFP revise and upgrade their technology offerings, NFP may encounter difficulties in integrating these updates into its business and technologies. Maintaining, protecting and enhancing technology-based solutions to keep pace with evolving

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industry and regulatory standards, and changing customer preferences, requires an ongoing commitment of significant resources. Impacts to data integrity or effective information systems, interruption or loss of NFP’s information processing capabilities, or adverse consequences from implementing new or enhanced systems could have a material adverse effect on NFP’s business.

The occurrence of natural or man-made disasters may have a material adverse effect on NFP’s business, liquidity and results of operations.

NFP is exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, fires, floods, tornadoes, extreme weather, or other climate events; pandemic health events (such as the COVID-19 pandemic), and man-made disasters, including acts of terrorism, civil unrest, violence, military actions, and cyber-terrorism (including, but not limited to, ransomware). The continued threat of terrorism and other events or disasters may cause significant volatility in global financial markets, and a natural or man-made disaster could trigger energy shortages, public health issues, or an economic downturn or instability in the areas directly or indirectly affected by the disaster. These consequences could, among other things, cause business disruptions in the U.S. and globally, NFP may experience disruptions to its business, such as:

Changes in the pricing, design or underwriting of products and services NFP sells could adversely affect NFP’s revenue.

Insurance premiums may vary widely based on market conditions, which NFP does not control. Market cycles for insurance product pricing can lead to NFP’s brokerage revenues and profitability to be volatile or lowered for extended periods of time. For example, some insurance carriers may become more conservative in their underwriting and may change the design and pricing of universal life insurance policies, which may reduce their attractiveness to clients. Revisions in mortality tables by life expectancy underwriters could also have an additional negative impact on NFP.

NFP’s ability to generate premium-based commission revenue may be challenged by the growing availability of alternative methods for clients to meet their risk-protection needs. This trend includes a greater willingness on the part of corporations to “self-insure”, including the use of captive insurers, and the advent of capital markets-based solutions to traditional insurance and reinsurance needs.

As insurers are faced with growing claims payouts and higher operating costs, whether due to inflation or otherwise, they may increase premiums. Due to this higher expense, some insureds may decide to discontinue or significantly reduce their insurance coverage. Interest rates can have a significant effect on both the sale of

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corporate benefit programs, whether they are financed by life insurance or other financial instruments, and the sale of life insurance products. Declining yields in insurers’ investment portfolios due to lower interest rates may impact the pricing of insurance products, which may make these products less attractive to NFP’s clients. However, if interest rates increase, competing products offering higher returns could become more attractive to potential purchasers.

A decrease in securities’ prices or a downward market performance can have a significant effect on the sale of products and services that are linked to such markets, such as variable life insurance, variable annuities, mutual funds and managed accounts. Additionally, a portion of NFP’s earnings is derived from businesses offering financial advisory services, which are typically based on a percentage of assets under management. A decrease in the value of assets under management could lead to a corresponding decrease in NFP’s earnings derived from these businesses. Even in the absence of a market downturn, below market investment performance could reduce revenue derived from assets under management.

Further, regulatory developments, including those that may require NFP to change its compensation model, also could affect product design and the attractiveness of certain products. Developments in emerging technologies may create disruptions in product design, which could negatively impact NFP’s revenue if NFP is unable to respond appropriately. Any developments that reduce the attractiveness of products and services could result in fewer sales of those products and services and adversely affect NFP’s revenue.

Because the revenue NFP earns on the sale of certain insurance products is based on premiums and commission rates set by insurers, any decreases in these premiums or commission rates, or actions by carriers seeking repayment of commissions, could result in revenue decreases or expenses to NFP.

NFP derives revenue from commissions on the sale of insurance products that are paid by the insurance underwriters from which NFP’s clients purchase insurance. Because payments for the sale of insurance products are processed internally by such insurance underwriters, NFP may not receive a payment that is otherwise expected in any particular period until after the end of that period, which can adversely affect NFP’s ability to budget for significant future expenditures. Additionally, insurance underwriters or their affiliates may under certain circumstances seek the chargeback or repayment of commissions as a result of policy lapse, surrender, cancellation, rescission, default, or upon other specified circumstances. As a result of the chargeback or repayment of commissions, NFP may incur an expense in a particular period related to revenue previously recognized in a prior period and reflected in NFP’s financial statements. Such an expense could have a material adverse effect on NFP’s results of operations and financial condition, particularly if the expense is greater than the amount of related revenue retained by NFP.

The commission rates are set by insurance underwriters and are based on the premiums that the insurance underwriters charge. The potential for changes in premium rates is significant, due to pricing cyclicality in the insurance market. Commission rates and premiums can change based on prevailing legislative, economic and competitive factors that affect insurance underwriters. These factors, which are not within NFP’s control, include the capacity of insurance underwriters to place new business, underwriting and non-underwriting profits of insurance underwriters, consumer demand for insurance products, the availability of comparable products from other insurance underwriters at a lower cost and the availability of alternative insurance products, such as government benefits and self-insurance plans, to consumers.

While NFP does not believe it has experienced any significant revenue reductions in the aggregate in its business to date due to changes in commission rates, NFP is aware of instances of insurance underwriters reducing commission payments on certain life insurance and corporate benefits products. Additionally, the elimination or modification of certain compensation arrangements, including indirect comissions, may also result in revenue decreases for NFP. Further, the deceleration in the rate of premium increases, particularly in property and casualty, may result in more moderate revenue growth potential.

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A change in the tax treatment of products NFP sells or on which it consults could reduce the demand for these products and services, which may reduce NFP’s revenue.

The market for certain products NFP sells currently have a favorable tax treatment, such as the deductibility of expenses related to health insurance plans or the tax-free build-up of cash values of life insurance contracts and the exclusion of death benefits of life insurance products from the beneficiary’s gross income. A change in the tax treatment associated with such plans or products, or adverse determinations or guidance by the IRS relative to such plans or products, could reduce NFP’s revenue.

Currently, expenses associated with employer-provided health insurance are tax-deductible and the largest income tax expenditure is the exclusion of such employer-provided health insurance. If legislation is passed that eliminates the exclusion of employer-provided health insurance, there may be a decline in interest for group health insurance products, decreasing NFP’s revenue.

Under current law, both death benefits and accrual of cash value under a life insurance contract are treated favorably for federal income tax purposes. If such tax treatment were to change, there can be no assurance that NFP will be able to anticipate and prepare for such changes in a timely, effective manner.

Conditions impacting insurance carriers or other parties that NFP does business with may impact NFP.

NFP has a significant amount of accounts receivable from insurance companies with which it places insurance. If those insurance companies were to experience liquidity problems or other financial difficulties, NFP could encounter delays or defaults in payments owed to it, which could have a significant adverse impact on its financial condition and results of operations. The potential for an insurer to cease writing insurance NFP offers its clients could negatively impact overall capacity in the industry, which in turn could have the effect of reduced placement of certain lines and types of insurance and reduced revenue and profitability for NFP. Questions about an insurance carrier’s perceived stability or financial strength may contribute to such insurers’ strategic decisions to focus on certain lines of insurance to the detriment of others.

Regulations affecting insurance carriers with whom NFP’s brokers place business affect how NFP conducts its operations. For instance, in order to facilitate writing life insurance products, some insurers use captive agencies, which are subject to less stringent reserve requirements. If regulators begin to take steps to disallow the use of captives, this may limit the placement of certain lines and types of insurance that NFP sells.

Significant reforms to the manner in which health insurance is distributed in the United States could impact competition, reduce the need for health insurance brokerage services or reduce the demand for health insurance administration, any of which could harm NFP’s business, operating results and financial condition.

Insurers are also regulated by state insurance departments for solvency issues and are subject to reserve requirements. NFP cannot guarantee that all insurance carriers with which it does business comply with regulations instituted by state insurance departments. NFP may need to expend resources to address questions or concerns regarding its relationships with these insurers, diverting management resources away from operating NFP’s business.

Financial services institutions are interrelated as a result of trading, clearing, funding, counterparty or other relationships. NFP’s ability to engage in routine activities needed to provide products and services to clients, such as trading and funding transactions, could be adversely affected by the actions and commercial soundness of other financial institutions. A deteriorating financial condition at one institution may materially and adversely impact the performance of other institutions, exposing NFP to risks in the event that a counterparty defaults on its obligations.

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Because clients generally have the ability to terminate their relationship with NFP on short notice and can withdraw the assets NFP oversees on short notice, poor performance of the products and services NFP’s businesses recommend, sell or provide may have a material adverse effect on NFP’s business.

NFP’s relationships and agreements with clients, including consulting, investment advisory and administrative contracts, are generally terminable upon short notice (e.g., 30 days). Clients can terminate their relationship with NFP’s businesses, reduce the aggregate amount of assets under management or shift their funds to other types of accounts with different rate structures for any number of reasons, including investment performance, changes in prevailing interest rates, financial market performance and personal client liquidity needs. Poor performance of the products and services that NFP’s businesses recommend, sell or provide relative to the performance of other similar products and services available in the market or the performance of competitors can result in the loss of clients and accounts. The decrease in revenue that could result from such an event could have a material adverse effect on NFP’s business.

NFP’s business is subject to risks related to legal proceedings and governmental inquiries.

NFP is subject to legal proceedings, regulatory investigations and claims, including claims arising in the normal course of its business operations as well as litigation regarding certain products and services utilized by NFP’s clients. The risks associated with these matters are often difficult to quantify and the existence and magnitude of potential claims often remain unknown for substantial periods of time. Liabilities associated with NFP’s integration strategy may develop, as subsidiaries that are marketed under the single NFP brand may expose the broader NFP organization to additional risks from operations at the local level. In addition, NFP is party to contracts that contain a variety of representations and warranties or covenants that provide for indemnification by NFP for certain losses or liabilities; as these involve future claims that may be made by an indemnified party against NFP, NFP’s ultimate exposure with respect to any such claims cannot be ascertained.

NFP is subject to legal proceedings relating to the sale of insurance or financial products and services, including the suitability of such products and services. Actions and claims may result in the rescission of such sales; consequently, insurance or financial services companies may seek to recoup commissions paid to NFP, which may lead to legal proceedings against NFP. The outcome of such actions cannot be predicted, and such claims or actions could have a material adverse effect on NFP’s results of operations and financial condition if resolved unfavorably to NFP. NFP provides products and services to retirement plans governed by the Employee Retirement Income Security Act of 1974 (ERISA), in both a Section 3(21) and Section 3(38) investment fiduciary capacity, and like other providers of services to ERISA-governed plans, NFP is subject to, and may continue to be subject to, litigation brought under various ERISA provisions.

In addition, to protect or enforce intellectual property rights, NFP may initiate litigation against third parties. Third parties may assert intellectual property rights claims against NFP, which may be costly to defend, could require the payment of damages, and could limit NFP’s ability to use or offer certain technologies. Successful challenges against NFP could require it to modify or discontinue use of technology or business processes where such use is found to infringe or violate the rights of others, or require NFP to purchase licenses from third parties, any of which could adversely affect NFP’s business or financial results.

While NFP has insurance coverage for many potential claims, others may not be covered by insurance, insurers may dispute coverage or any ultimate liabilities may exceed NFP’s coverage.

NFP is subject to new laws and regulations, as well as regulatory investigations. The insurance and financial services industries have been subject to a significant level of scrutiny by various regulatory bodies, including state attorneys general and insurance departments. The practices of participants in these industries subject to such investigations include, without limitation, the receipt of contingent commissions by insurance brokers and agents from insurance companies and the extent to which such compensation has been disclosed, bid rigging, proper licensure, timely surplus lines filings and related matters. From time to time, NFP’s subsidiaries receive

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subpoenas and other informational requests from governmental authorities. NFP has cooperated and will continue to cooperate fully with all governmental agencies. See also “Risk Factors—Non-compliance with or changes in laws, regulations or licensing requirements applicable to NFP could restrict NFP’s ability to conduct its business” beginning on page 30 of this prospectus.

Amendments or proposed amendments to existing laws and regulations regarding insurance and/or financial service professionals may increase the costs of compliance. These actions have imposed or could impose additional obligations on NFP with respect to the products sold by NFP, the prices charged for such products, or the form of compensation NFP can accept. Insurance companies may alter or end policies regarding the payment of indirect commissions on insurance products, which could impact NFP’s commissions generated on its overall book of business. If clients seek alternatives to NFP’s products and services, the volume and consistency of business could decrease, having a negative effect on NFP’s revenue.

NFP cannot predict the impact that any new laws, rules or regulations may have on NFP’s business and financial results. Given the current regulatory environment and the number of businesses operating in local markets throughout the country, it is possible that NFP will become subject to further governmental inquiries and subpoenas and have lawsuits filed against it. Regulators may raise issues during investigations, examinations or audits that could, if determined adversely, have a material impact on NFP. The interpretations of regulations by regulators may change and statutes may be enacted with retroactive impact, particularly in areas such as accounting or statutory reserve requirements.

Governmental and public attention to environmental, social, and corporate governance (“ESG”) matters including new or enhanced reporting, diligence or disclosure rules and regulations, could expand the nature, scope, and complexity of matters that NFP is required to control, assess, and report. These and other rapidly changing laws, rules and regulations, may increase the cost of NFP’s compliance and risk management and otherwise impact its business. In addition, external pressures to accelerate actions to address climate change or other ESG topics may impose new rules or expectations causing a shift in disclosure and other behaviors that could negatively impact NFP’s business.

NFP could also be materially adversely affected by any new industry-wide legislative or regulatory changes. In recent years, many legislative proposals have been introduced or proposed in Congress and in some state legislatures that would effect major changes in the health insurance industry (the “Healthcare Reform Laws”). Healthcare Reform Laws and any changes thereto may impact NFP’s business by modifying the existing regulatory framework, thereby impacting the cost for companies that offer healthcare benefits to their employees, or more broadly affect the stability of the insurance markets. The ultimate content, timing or effect of any Healthcare Reform Laws and the impact of potential legislation on NFP is uncertain and difficult to predict. The changes to legislation and regulations that affect employers require NFP to spend additional time, resources and capital on compliance services for their clients which may affect NFP’s profitability. Future changes to the Healthcare Reform Laws may also have the effect of reducing the number of employers seeking to provide employer-sponsored healthcare coverage for their employees. Such reduction of employer-sponsored health care coverage could have a significant impact on the commissions earned by NFP. The financial impact on insurance companies from the Healthcare Reform Laws may also result in insurance companies decreasing the amount of commissions paid to producers, which may also impact commissions earned by NFP. There is some interest in Congress and certain state legislatures to establish a single-payer system that would replace the private health insurance system. If a single-payer system is implemented, either at the federal or state level, it could have a significant impact on NFP’s healthcare insurance business, reducing the breadth of products and services NFP may offer.

NFP’s involvement in any investigations and lawsuits would cause NFP to incur additional legal and other costs and, if NFP were found to have violated any laws, it could be required to pay fines, damages and other costs irrespective of the outcome, perhaps in material amounts. Regardless of the final outcome or cost, these

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matters could have a material adverse effect on NFP by exposing it to negative publicity, reputational damage, harm to client relationships, or diversion of personnel and management resources. NFP has established reserves against such matters which it believes to be adequate in light of current information and legal advice, and such reserves are adjusted from time to time based on current developments. The damages claimed in these matters may be substantial. It is possible that, if the outcomes of these contingencies are not favorable to NFP, there could be a material adverse impact on NFP’s financial results.

NFP’s business, financial condition and results of operations may be negatively affected by errors and omissions claims.

NFP has significant insurance, brokerage and consulting operations and also engages in investment advisory operations and activities, and is subject to claims and litigation in the ordinary course of business resulting from alleged and actual errors and omissions in its operations. Errors and omissions could include, without limitation, the failure to, whether negligently or intentionally, place insurance coverage of adequate amounts and policy types for clients, effect securities transactions on behalf of clients, advise corporate and individual clients appropriately on investment objectives, including, without limitation, retirement plans governed by ERISA, provide insurance carriers with complete and accurate information relating to the risks being insured, correctly process and administer benefits programs or appropriately apply funds that NFP holds on a fiduciary basis. It is not always possible to prevent or detect errors and omissions, and the precautions NFP takes may not be effective in all cases. Since errors and omissions claims may allege liability for all or part of the operations in question, claimants may seek large damage awards. These claims can involve significant defense costs.

NFP has errors and omissions insurance coverage to protect against the risk of liability resulting from alleged and actual errors and omissions, although such insurance is subject to significant exclusions and insurers may dispute coverage. Prices for this insurance and the scope and limits of the coverage terms available are dependent on the history of prior claims as well as market conditions that are outside of the control of NFP. While NFP endeavors to purchase coverage that is appropriate to its assessment of the applicable risk, it is unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages or whether its errors and omissions insurance will cover such claims.

In establishing liabilities for errors and omissions claims, NFP utilizes case level reviews by inside and outside counsel and an internal analysis to estimate potential losses. The liability is reviewed quarterly and adjusted as developments warrant. Given the unpredictability of errors and omissions claims and of litigation that could flow from them, it is possible that an adverse outcome in a particular matter could have a material adverse effect on NFP’s results of operations, financial condition or cash flow in a given quarterly or annual period.

Non-compliance with or changes in laws, regulations or licensing requirements applicable to NFP could restrict NFP’s ability to conduct its business.

The industries in which NFP operates are subject to extensive regulation. NFP conducts business in the United States, certain United States territories, Canada, the United Kingdom and the European Union and is subject to regulation and supervision both federally and in each applicable local jurisdiction. In general, these regulations are designed to protect clients, policyholders and insureds, set certain standards of conduct, and protect the integrity of the financial markets rather than to protect stockholders or creditors. NFP’s ability to conduct business in these jurisdictions depends on NFP’s compliance with the rules and regulations promulgated by federal regulatory bodies and other regulatory authorities. Failure to comply with regulatory requirements, or changes in regulatory requirements or interpretations, could result in actions by regulators, potentially leading to fines and penalties, adverse publicity and damage to NFP’s reputation in the marketplace. Changes in the regulatory scheme, or changes in how existing regulations are interpreted, could have an adverse impact on results of operations by limiting revenue streams or increasing costs of compliance. For instance, the General Data Protection Regulation (the “GDPR”), creates a range of compliance obligations, increases financial penalties for non-compliance, and extends the scope of the European Union data protection law to all companies

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processing data of European Union residents, regardless of the processing company’s location. Similarly, Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”) creates a complex regulatory scheme governing mandatory breach reporting and record keeping. PIPEDA applies to most private-sector organizations conducting commercial activities throughout Canada. Further, certain states in the U.S. have adopted comprehensive privacy laws, such as the California Consumer Privacy Act of 2018 (“CCPA”) and California Privacy Rights Act (“CPRA”, along with GDPR, PIPEDA, CCPA, and other U.S. state privacy laws, “Privacy Regulations”). Effective January 1, 2023, CCPA and CPRA increased privacy protections for California residents (including employees and in business to business contexts) with an expanded definition of personal information, resembling certain protections under GDPR, and also increased financial penalties for non-compliance and data breaches. Complying with Privacy Regulations may cause NFP to incur additional operational and compliance costs and may create increased exposure to legal claims and costs under certain circumstances.

There can be no assurance that NFP will be able to adapt effectively to any changes in law. In extreme cases, revocation of a subsidiary’s authority to do business in one or more jurisdictions could result from failure to comply with regulatory requirements. In addition, NFP could face lawsuits by clients, insureds and other parties for alleged violations of certain of these laws and regulations. It is difficult to predict whether changes resulting from new laws and regulations will affect the industry or NFP’s business and, if so, to what degree.

Some certainty around long-term wealth management strategies was achieved with the passing of the Tax Cuts and Jobs Act (as discussed further below); as of January 1, 2024 the individual estate tax exclusion is $13.61 million until such Act’s scheduled December 31, 2025 sunset, at which time such exemption will revert to $5 million, adjusted for inflation. Such increase in the size of estates exempt from the federal estate tax, or future legislation regarding the federal estate tax, could lead to clients’ delayed or decreased execution on NFP’s individual life insurance offerings. Most of NFP’s businesses are licensed to engage in the insurance agency or brokerage business, and some of NFP’s businesses are registered as investment advisors or broker-dealers. Personnel who engage in the solicitation, negotiation or sale of insurance or securities products, or provide certain other insurance or securities or advisory services, generally are required to be licensed individually. Applicable laws and regulations govern whether licensees may share fees and commissions with unlicensed entities and individuals. NFP believes that any payments received and made by NFP to third parties are compliant with applicable laws. However, should any regulatory agency take a contrary position and prevail, NFP will be required to change how it receives and pays fees to such employees or principals or require entities receiving such payments to become registered or licensed. Further, if NFP Intermediate Holdings A Corp. is considered a “control person” for purposes of federal securities laws, adverse consequences could result for NFP, which could include claims for injunctive relief or monetary damages and additional regulatory scrutiny.

State insurance laws grant supervisory agencies, including state insurance departments, broad administrative authority. State insurance regulators and the National Association of Insurance Commissioners (“NAIC”) continually review existing laws and regulations, some of which affect NFP. These supervisory agencies regulate many aspects of the insurance business, including the licensing of insurance brokers and agents and other insurance intermediaries, the handling of third-party funds held in a fiduciary capacity, and trade practices, such as marketing, advertising and compensation arrangements entered into by insurance brokers and agents.

Federal, state and other regulatory authorities have focused on, and continue to devote substantial attention to, the annuity and insurance industries as well as to the sale of products or services to seniors. For example, the New York State Department of Financial Services published the “Suitability and Best Interests in Life Insurance and Annuity Transactions” regulation. This regulation requires insurers and producers to establish standards and procedures for life insurance policies and annuity contracts issued in New York so that any transaction with such policies is in the best interest of the consumer. The regulation applies to all annuity and life insurance contracts written in the state of New York, including in-force contracts that generate new commissions to the selling producer. This regulation and other similar state or federal regulations could result in increased operational and compliance costs, as well as impact business opportunities for annuities and life insurance. Regulatory review or

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the issuance of interpretations of existing laws and regulations may result in the enactment of new laws and regulations that could adversely affect NFP’s operations or its ability to conduct business profitably. NFP is unable to predict whether any such laws or regulations will be enacted and to what extent such laws and regulations would affect its business.

Federal initiatives often and increasingly have an impact on NFP’s business in a variety of ways. From time to time, federal measures are proposed which may significantly affect the insurance business, including proposals for exclusive federal regulation over interstate insurers, limitations on antitrust immunity, tax incentives for lifetime annuity payouts and simplification bills affecting tax-advantaged or tax-exempt savings and retirement vehicles. NFP cannot predict whether proposals will be adopted, or what impact, if any, such proposals may have on NFP’s business, financial condition or results of operation.

The U.S. Department of Labor (the “DOL”) has issued regulations requiring the disclosure of fiduciary status and detailed information about fees being charged for investments in, and administration of, certain retirement plans and accounts, such as 401(k) plans and individual retirement accounts (“IRAs”). Such disclosure requirements may lead to the lowering of fees by NFP’s advisors who deal with such plans and accounts, or a change in the compensation arrangements of such advisors. In addition, in April 2016, the DOL issued new rules (the “Fiduciary Rule”) that redefine who is considered a “fiduciary” with respect to transactions and services for qualified plans, plan participants and IRAs. The Fiduciary Rule was vacated by the U.S. Court of Appeals for the Fifth Circuit, although the DOL and state legislatures may pursue and implement new laws, regulations or interpretations like the Fiduciary Rule that could result in increased compliance costs. The DOL also issued regulations requiring the disclosure of direct and indirect compensation received from group health plans. Such disclosure requirements may result in changes to current compensation models that reduce the revenue received by NFP relating from such plans.

More recently, the DOL issued interpretations making IRA rollovers a fiduciary function under ERISA. Such requirements may cause NFP to incur additional operational and compliance costs, result in changes to current compensation models that reduce the revenue received by NFP relating from such activities and may create increased exposure to regulatory scrutiny under certain circumstances.

In December 2022, the SECURE Act 2.0, which upgraded the Setting Every Community Up for Retirement Enhancement (SECURE) Act of 2019, was signed into law. The regulation sets forth changes intended to strengthen the retirement system in the United States with a staggered implementation schedule over several years. NFP may face increased costs for compliance and operational enhancements, increased competition for retirement business opportunities, and changes to compensation models resulting from this regulation.

Providing investment advice to clients is also regulated on both the federal and state level. Certain of NFP’s businesses are investment advisers registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and certain of NFP’s businesses are regulated by state securities regulators under applicable state securities laws. Each firm that is a federally registered investment adviser is regulated and subject to examination by the SEC. Each firm that is a state-regulated investment adviser is subject to regulation under the laws and regulations of the states in which it provides investment advisory services. The Investment Advisers Act imposes numerous obligations on registered investment advisers, including disclosure obligations, recordkeeping and reporting requirements, marketing restrictions and general anti-fraud prohibitions. The failure to comply with the Investment Advisers Act could cause the SEC to institute proceedings and impose sanctions for violations, including censure, termination of an investment adviser’s registration or prohibition to serve as adviser to certain clients, and could lead to litigation by clients. Similarly, the failure to comply with the applicable state regulations could have similar results to NFP’s businesses regulated by state securities regulators under applicable state securities laws.

Because NFP’s revenue and earnings are largely dependent on the sales production of individual personnel, NFP may be more exposed than its competitors to the revocation or suspension of the licenses or registrations of its personnel.

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NFP is dependent on cash dividends, distributions or other transfers from its subsidiaries to meet its obligations.

Any right that NFP has to receive any assets of or distributions from any subsidiary upon its bankruptcy, dissolution, liquidation or reorganization, or to realize proceeds from the sale of the assets of any subsidiary, may, in certain circumstances, be junior to the claims of that subsidiary’s creditors, including trade creditors.

Changes in tax law could adversely affect NFP.

NFP is subject to tax in multiple U.S. and foreign jurisdictions. Changes in applicable U.S. or foreign tax laws and regulations, or their interpretation and application, could have a material adverse effect on NFP’s business, financial condition or results of operation.

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted and imposed a broad range of changes to the taxation of corporations. The TCJA, among other things, included changes to U.S. federal corporate tax rates, imposed significant additional limitations on the deductibility of interest and net operating losses, allowed for the expensing of certain capital expenditures, and significantly changed the taxation of operations outside of the United States. NFP believes that the provisions of the TCJA, particularly the limitations on the deductibility of interest, may unfavorably impact its effective tax rate reported in future periods. Furthermore, some of the provisions enacted under the TCJA (including provisions related to individual tax rates and the standard deduction) are set to expire in 2025, which may negatively impact the attractiveness of some of NFP’s tax-advantaged products.

Changes in NFP’s accounting or reporting assumptions could negatively affect its financial position and operating results.

NFP prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires NFP to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and NFP’s financial statements. NFP is also required to make certain judgments that affect the reported amounts of revenue and expenses during each reporting period. NFP periodically evaluates its estimates and assumptions, including those relating to reserves, litigation and contingencies, revenue recognition, the valuation of intangible assets, investments, income taxes, stock-based compensation, claims handling obligations and retirement plans. NFP bases its estimates on historical experience and various assumptions that it believes to be reasonable based on specific circumstances. Actual results could differ materially from estimated results. Estimates, judgments and assumptions are inherently subject to change in the future, and any such changes could have an adverse impact on NFP’s financial position and results of operations.

If NFP is required to write down goodwill and other intangible assets, NFP’s financial condition and results would be negatively affected.

Under GAAP, if NFP determines goodwill and other intangible assets are impaired, it will be required to write down these assets. Any write-down would have a negative effect on NFP’s financial statements.

The method to compute the amount of impairment incorporates quantitative data and qualitative criteria including new information and judgments that can dramatically change the decision about the valuation of an intangible asset in a very short period of time. The timing and amount of realized losses reported in earnings could vary if management’s conclusions were different. Any resulting impairment loss could have a material adverse effect on NFP’s reported financial position and results of operations for any particular quarterly or annual period.

The loss of key personnel, or NFP’s difficulty attracting and retaining talent, could negatively affect NFP’s financial results and impair NFP’s ability to implement its business strategy.

NFP’s success substantially depends on its ability to attract and retain key members of the senior management team and key leaders of NFP’s operations. If NFP loses one or more of its key employees, or fails to

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attract and retain talent, its ability to successfully implement its business plan and the value of its business could be materially adversely affected. Certain key personnel and other individuals are prohibited by contract from soliciting clients and employees, and in certain instances from competing in NFP’s industry, subject to applicable time periods and other applicable or customary limitations. There can be no assurance that NFP will be successful in enforcing these contracts. In addition, in early 2023, the FTC proposed a rule that would prohibit non-compete covenants other than in certain limited circumstances involving a sale of a business. The final vote on this proposed rule has been delayed until April 2024. If this rule goes into effect as proposed, NFP could experience a material adverse effect on its business, operating results and financial condition. Further, if any of NFP’s key personnel are unable to perform their duties for a period of time, including as a result of illness, NFP’s business results could also be negatively impacted.

NFP’s corporate culture has contributed to its success. Failure to maintain this culture could lead to harm to the business.

NFP believes that a significant contributor to its success has been NFP’s “People First” culture. As NFP grows, including from the integration of employees and businesses acquired in connection with acquisitions, it may be difficult to maintain important aspects of this culture, which could negatively affect NFP’s ability to retain and recruit people who are essential to NFP’s future success.

Competition in NFP’s industry is intense and, if NFP is unable to compete effectively, NFP may lose clients and its financial results may be negatively affected.

The business of providing benefits, insurance and wealth management products and services is highly competitive and NFP expects competition to intensify. NFP competes for clients on the basis of reputation, client service, program and product offerings and its ability to tailor products and services to meet the specific needs of a client.

NFP actively competes with numerous integrated financial services organizations as well as insurance companies and brokers, producer groups, individual insurance agents, investment management firms, and independent financial planners. If new platforms or technologies are developed that lower or eliminate fees paid to brokers of benefits or insurance products and services, NFP’s business could be negatively impacted. Further, competition may reduce the fees that NFP can obtain for services provided, which would have an adverse effect on revenue and margins. Many of NFP’s competitors have greater financial and marketing resources than NFP does and may be able to offer products and services that NFP does not currently offer and may not offer in the future.

NFP believes, in light of increasing industry consolidation and the regulatory overhaul of the financial services industry, that competition will continue to increase from manufacturers and other marketers of financial services products. A number of insurance carriers are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to brokers. Further, rather than purchase additional insurance through brokers, some insureds have been retaining a greater proportion of their risk portfolios than previously. For instance, some companies have been increasingly relying upon their own subsidiary insurance companies, known as captive insurers, self-insurance pools, risk retention groups, mutual insurance companies and other mechanisms for funding their risks, rather than buying insurance.

Damage to NFP’s reputation could hurt its business.

Maintaining a positive reputation is important in attracting and maintaining clients, investors and employees, especially in light of the execution of the “One NFP” strategy. Damage to NFP’s reputation can therefore cause significant harm to its business and prospects. Harm to NFP’s reputation can arise from numerous sources, including, among others, employee misconduct, litigation or regulatory outcomes, failing to deliver on standards of service and quality, compliance failures, unethical behavior and the activities of clients

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and counterparties. A failure to maintain appropriate standards of service and quality, or a failure or perceived failure to treat customers and clients fairly, can result in client dissatisfaction, litigation and heightened regulatory scrutiny, all of which can lead to lost revenue, higher operating costs and harm to NFP’s reputation. Negative publicity about NFP, whether or not true, may also result in harm to NFP’s prospects.

A failure in the effectiveness of NFP’s risk management efforts may leave NFP exposed to unidentified or unanticipated risks.

NFP seeks to manage, monitor and control its operational, legal and regulatory risk through a variety of measures, such as operational and compliance reporting systems, certain internal controls, policies and procedures and management review processes; however, there can be no assurance that such efforts will be fully effective. Over time, a control may become inadequate because of changes in conditions, the decentralized nature of NFP’s historical operating structure, or the degree of compliance with policies and procedures may deteriorate. NFP’s risk management methods may not effectively predict future risk exposures, which could be significantly greater than historical measures indicate. A failure to effectively manage NFP’s risks could materially and adversely affect NFP’s business and financial condition.

The geographic concentration of NFP’s businesses could leave NFP vulnerable to economic downturns, regulatory changes, or severe climate conditions in those areas, resulting in a decrease in NFP’s revenue.

Because a significant portion of NFP’s business is concentrated in the northeastern, the southeastern and the western United States, the occurrence of adverse economic conditions or an adverse regulatory climate in any of these regions could negatively affect NFP’s financial results more than would be the case if NFP’s business were more geographically diversified. A weakening economic environment in any state or region could result in a decrease in employment or wages that may reduce the demand for corporate benefit products in that state or region. Reductions in personal income could reduce individuals’ demand for various financial products in that state or region.

NFP’s inability to successfully recover should it experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

Should NFP experience a local or regional disaster or other business continuity situations, such as an earthquake, hurricane, terrorist attack, pandemic, security breach, power loss, telecommunications failure or other natural or man-made disaster, NFP’s continued success will depend, in part, on the availability of personnel, office facilities, and the proper functioning of computer, telecommunication, broadband internet, electronic and other related systems and operations. NFP could potentially lose client data or experience material adverse interruptions to its operations or delivery of services to clients in a disaster recovery scenario.

Risks Related to NFP’s Indebtedness

Pursuant to the terms of the Merger Agreement, on or before the Closing Date, as applicable, NFP will redeem in full the NFP HoldCo Notes and the NFP Debt Securities and will repay in full obligations under the NFP Credit Agreement and the NFP Loan Agreement. Upon consummation of the Closing, due to such redemption and repayment, the following risks related to such indebtedness will cease to be risks to NFP. However, as there are a number of conditions which must be satisfied in order for the Closing to be consummated, there can be no assurances as to when or if the Closing will occur.

NFP has a substantial amount of indebtedness and as a result, faces risks related to such substantial indebtedness which could adversely affect its financial position.

NFP’s substantial leverage could materially adversely affect the ability to raise additional capital to fund its operations, limit its ability to react to changes in the economy or its industry, expose it to interest rate risk

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associated with its variable rate debt and prevent it, as applicable, from meeting the obligations under its senior secured credit facilities, senior unsecured notes and senior secured notes. NFP’s substantial indebtedness could have important consequences, including:

The occurrence of any one of these events could have an adverse effect on NFP’s business, financial condition, results of operations, and ability to satisfy its obligations under its indebtedness. The credit markets have historically experienced varying degrees of volatility and disruption, which have been exacerbated by the current inflationary environment. NFP may not be able to access capital on acceptable terms, raise additional capital in the future, or make effective capital allocation decisions, which could result in its inability to achieve operational objectives. Any disruption in access to capital could require it to take measures to conserve cash until alternative credit arrangements or other funding for business needs can be arranged. Such measures could include deferring capital expenditures, acquisitions or other discretionary uses of cash, or revising capital allocation decisions.

Despite its current indebtedness level, NFP may be able to incur substantially more debt, including secured debt. This could further exacerbate the risks associated with its substantial indebtedness.

NFP may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy its obligations under its indebtedness, which may not be successful.

NFP’s ability to make scheduled payments on or to refinance its debt obligations depends on its financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond its control. NFP may not be able to maintain a level of cash flow from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on its indebtedness.

If NFP’s cash flows and capital resources are insufficient to fund its debt service obligations, it may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or

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restructure or refinance its indebtedness. The ability to restructure or refinance its debt will depend on the condition of the capital markets and NFP’s financial condition at such time. Any refinancing of its debt could be at higher interest rates and may require it to comply with more onerous covenants, which could further restrict its business operations. The terms of existing or future debt instruments and the Secured Notes Indenture may restrict NFP from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on its outstanding indebtedness on a timely basis would likely result in a reduction of its credit rating, which could harm its ability to incur additional indebtedness. In the absence of such operating results and resources, NFP could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations. The documentation governing the NFP Indebtedness restricts its ability to dispose of assets and use the proceeds from the disposition. NFP may not be able to consummate those dispositions or to obtain the proceeds that it could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit NFP to meet its scheduled debt service obligations.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus supplement and the documents incorporated or deemed to be incorporated by reference herein or therein may contain certain statements related to future results, or state the intentions, beliefs and expectations or predictions of Aon or NFP for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent management’s expectations or forecasts of future events. Forward-looking statements are typically identified by words such as “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “project”, “intend”, “plan”, “probably”, “potential”, “looking forward”, “continue” and other similar terms, and future or conditional tense verbs like “could”, “may”, “might”, “should”, “will” and “would”. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. For example, Aon and NFP may use forward-looking statements when addressing topics such as: market and industry conditions, including competitive and pricing trends; changes in their business strategies and methods of generating revenue; the development and performance of their services and products; changes in the composition or level of their revenues; their cost structures and the outcome of cost-saving or restructuring initiatives, including, with respect to Aon, the impacts of the Accelerating Aon United Program; the outcome of contingencies; dividend policy; the expected impact of acquisitions, dispositions and other significant transactions or the termination thereof; litigation and regulatory matters; pension obligations; cash flow and liquidity; expected effective tax rate; expected foreign currency translation impacts; potential changes in laws or future actions by regulators; and the impact of changes in accounting rules. 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. Potential factors, which may be revised or supplemented in subsequent reports filed or furnished with the SEC, that could impact results include:

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Any or all of the forward-looking statements of Aon or NFP may turn out to be inaccurate, and there are no guarantees about their performance. The factors identified above are not exhaustive. Aon, NFP and their respective 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. Aon and NFP are under no obligation (and expressly disclaim any obligation) to

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update or alter any forward-looking statement that they may make from time to time, whether as a result of new information, future events or otherwise. Further information about factors that could materially affect Aon, including its results of operations and financial condition, is contained in the “Risk Factors” in Part I, Item 1A of its most recent Annual Report on Form 10-K, Part II, Item 1A of any subsequent Quarterly Reports on Form 10-Q and/or any Current Reports on Form 8-K filed after the date of this prospectus. See “Risk Factors” beginning on page 17 of this prospectus.

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THE TRANSACTION

The following is a description of certain material aspects of the Transaction. This description may not contain all of the information that is important to you. Aon and NFP encourage you to carefully read this entire prospectus, including the Merger Agreement attached to this prospectus as Annex A, for a more complete understanding of the Transaction.

Structure of the Transaction

The Merger Agreement provides, among other matters, for the acquisition of NFP pursuant to two successive mergers, on the terms and subject to the conditions in the Merger Agreement and in accordance with the DGCL and the DLLCA. Pursuant to the Merger Agreement, at the First Effective Time, Merger Sub will be merged with and into NFP, with NFP continuing as the surviving corporation and as a wholly owned subsidiary of Acquirer. Immediately following the First Merger and at the Second Effective Time, NFP, as the surviving corporation in the First Merger, will be merged with and into Acquirer, with Acquirer continuing as the surviving corporation and an indirect, wholly owned subsidiary of Aon. In connection with the Mergers, Acquirer will cause the repayment of all items of NFP Indebtedness, as more fully described in the section entitled “The Merger Agreement—Other Settlements” beginning on page 59 of this prospectus.

The following diagram illustrates in simplified terms the current Aon structure and the expected structure of Aon following the completion of the Mergers.

Current Structure of Aon

Structure of Aon After the First Merger

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Structure of Aon After the Second Merger

The Merger Consideration

At the First Effective Time, by virtue of the First Merger, the following will occur:

The “Per Share Consideration” means (a) an amount in cash equal to the quotient of the Aggregate Cash Consideration (as defined below) divided by the total number of shares of NFP Common Stock that are issued and outstanding immediately prior to the First Effective Time (the “Fully Diluted Common Number”) and (b) a number of Aon Ordinary Shares equal to the quotient of the Aggregate Equity Consideration (as defined below) divided by the Fully Diluted Common Number (the “Per Share Equity Consideration”).

“Aggregate Cash Consideration” means an amount in cash equal to (a) $399,652,715, minus (b) certain adjustments as set forth in the Merger Agreement (the amount remaining after such adjustments, the “Residual Cash Amount”) minus (c) at Aon’s sole discretion, all or any portion of the amount required to repay or satisfy in full, on the Closing Date, the aggregate increase of certain indebtedness of NFP incurred between the date of the Merger Agreement and the First Effective Time (the amount deducted pursuant to this clause (c) the, “Indebtedness Adjustment Amount”).

“Aggregate Equity Consideration” means (a) if the average of the daily volume-weighted average sales price (calculated to four decimal places and determined without regard to after-hours trading or any other trading outside the regular trading session trading hours) for Aon Ordinary Shares on the New York Stock Exchange for each of the 10 consecutive trading days ending on and including the trading day that is 7 business days prior to the closing (the “Aon Closing Share Price”) is greater than $345.4496, an amount of Aon Ordinary Shares equal to the quotient obtained by dividing (x) $6,450,000,000 by (y) the Aon Closing Share Price; (b) if the Aon Closing Share Price is an amount greater than or equal to $321.3485 but less than or equal to $345.4496, then 18,671,318 Aon Ordinary Shares; (c) if the Aon Closing Share Price is an amount less than $321.3485 but greater than or equal to $273.1462, an amount of Aon Ordinary Shares equal to the quotient obtained by dividing (x) $6,000,000,000 by (y) the Aon Closing Share Price; or (d) if the Aon Closing Share Price is an amount less than $273.1462, then 21,966,256 Aon Ordinary Shares, subject to (I) increase by the quotient obtained by dividing (x) the Indebtedness Adjustment Amount, if any, by (y) the Aon Closing Share Price and (II) decrease by the quotient obtained by dividing (x) the absolute value of the Residual Cash Amount by (y) the Aon Closing Share Price, if the Residual Cash Amount is less than zero.

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The number of Aon Ordinary Shares to be received for each share of NFP Common Stock may fluctuate with the market price of Aon Ordinary Shares and will, subject to the collar mechanism described in the definition of “Aggregate Equity Consideration”, be determined based on the Aon Closing Share Price. Pursuant to the Merger Agreement, the holder of NFP Common Stock will receive cash in lieu of any fractional interest in Aon Ordinary Shares such holder would otherwise be entitled to.

At the Second Effective Time, by virtue of the Second Merger, the following will occur:

Stock Consideration Sensitivity Analysis

The table below demonstrates the sensitivity of the per-share value of the Aggregate Equity Consideration to fluctuations in the Aon Closing Share Price, based on the trading price of Aon Ordinary Shares on NYSE over a 10-trading-day period ending 7 Business Days before the Closing Date. This sensitivity analysis is based on four hypothetical scenarios in which the Aon Closing Share Price is (1) $309, which represents the mid-point of the collar, (2) $381, (3) $345 and (4) $273. The table below assumes that the Fully Diluted Common Number is 10, based on the fully diluted number of shares of NFP Common Stock outstanding as of February 26, 2024.

The table below is illustrative only. The Per Share Equity Consideration that the holder of NFP Common Stock actually receives will be based on the actual Aon Closing Share Price and Fully Diluted Common Number, and the value of the Per Share Equity Consideration that the holder of NFP Common Stock actually receives may not be shown in the table below. This table assumes the Indebtedness Adjustment Amount and the Residual Cash Amount are both zero and so no cash was re-allocated to the Aggregate Equity Consideration.

Background of the Transaction

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the NFP Board, the Aon Board or the representatives of each company, their respective advisors or any other persons.

Each of Aon and NFP regularly reviews opportunities to achieve its long-term operational and financial goals and to enhance shareholder value, including through potential strategic transactions such as business combinations, divestitures, acquisitions and similar transactions. In the case of Aon, the Aon Board together with management, conducts a review of its strategy, including a review of potential inorganic opportunities, which has included intermittent discussions with a number of potential acquisition targets during the two years prior to the date of this Registration Statement—however, such discussions were preliminary and exploratory in nature.

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Beginning in June 2023, Aon management periodically updated the Aon Board with respect to various potential acquisition targets being considered by management during such period, including potential acquisition targets in the middle-market segment, and the Aon Board supported Aon management evaluating and negotiating with a number of potential acquisition targets prior to seeking the Aon Board’s approval for a strategic transaction, if any. As part of Aon’s ongoing evaluation of such opportunities, Aon’s senior management identified NFP as a potential candidate for a strategic transaction with Aon.

On August 13, 2023, a member of Aon senior management, Andy Marcell, contacted a member of NFP senior management asking to arrange a conversation between representatives of Aon and NFP.

On August 21, 2023, Eric Andersen, President of Aon, contacted a member of NFP senior management to inquire as to whether NFP management would be willing to meet with members of Aon management. A member of NFP senior management expressed openness to a potential meeting and contacted Doug Hammond, chairman and Chief Executive Officer of NFP, to inform him of the conversation.

On September 20, 2023, at the request of Aon, representatives of Aon, including Greg Case, Chief Executive Officer of Aon and Mr. Andersen, met with representatives of NFP, including Mr. Hammond and a senior financial consultant of NFP, to discuss NFP’s business and culture.

On September 22, 2023, Aon retained Credit Suisse AG, which subsequently became Credit Suisse, a UBS group company (“UBS”), to provide financial advisory services to Aon in connection with Aon’s review of potential acquisition opportunities.

On September 28, 2023, the Aon Board held a regularly scheduled meeting at which management provided the Aon Board with an update with respect to their ongoing review of potential acquisition targets.

On October 3, 2023, Aon and NFP entered into a confidentiality agreement to facilitate the exchange of certain non-public information in connection with the exploration of potential strategic opportunities between Aon and NFP, following which Aon and NFP began to exchange information on a confidential basis. Following the entry into the November 22 Term Sheet (as defined below), Aon and NFP subsequently entered into an amendment to the confidentiality agreement on November 30, 2023.

On October 5, 2023, Mr. Case, together with other representatives of Aon, met in person with Mr. Hammond and other representatives of NFP’s senior management team to discuss NFP’s business and operations in more detail, including an overview of NFP’s management team, NFP’s culture and its varied business lines.

On October 16, 2023, the Aon Board held a meeting at which management provided the Aon Board with a further update regarding its ongoing evaluation of potential acquisition opportunities.

On October 20, 2023, at the request of Aon, a representative of NFP provided supplemental financial materials relating to NFP to a representative of Aon.

In early November 2023, representatives of Aon and representatives of Madison Dearborn Partners, LLC (“MDP”, which, together with HPS Investment Partners LLC, controls NFP), held further telephonic discussions to coordinate an in person meeting between Mr. Case and Vahe Dombalagian, a managing director of MDP, to take place on November 9, 2023.

On November 9, 2023, Mr. Dombalagian, other representatives of MDP and a senior financial consultant of NFP met in person with Mr. Case, during which Mr. Case communicated that Aon would be delivering a non-binding indication of interest to NFP. Later that day Aon delivered a non-binding indication of interest to NFP containing a proposal to acquire 100% of the equity of NFP based on an enterprise valuation of $12.5 billion on a debt-free, cash-free basis determined as of closing of the potential transaction, inclusive of a normalized level of working capital, with consideration consisting of a mix of $5.8 billion of cash and $6.7 billion of Aon Ordinary Shares.

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On November 12, 2023, a representative of MDP delivered a proposed term sheet and purchase price outline (together, the “November 12 Term Sheet”) to a representative of Aon. The November 12 Term Sheet contemplated an acquisition by Aon of 100% of the equity of NFP based on an enterprise value of $12.75 billion on a debt-free, cash-free basis determined as of November 30, 2023, inclusive of a normalized level of working capital, with consideration consisting of $6.75 billion of cash and $6.0 billion of Aon Ordinary Shares. Over the course of the rest of the week, representatives of Aon and UBS, on the one hand, and representatives of NFP and MDP, on the other hand, held telephonic discussions regarding the November 12 Term Sheet.

On November 17, 2023, the Aon Board held a regularly scheduled meeting at which they discussed, among other things, various potential acquisition targets being considered by management, including NFP. Following such discussion, the Aon Board resolved to form a special committee (the “Aon Special Committee”) consisting of five directors – Lester Knight, Jin-Yong Cai, Jeffrey Campbell, Fulvio Conti and Richard Notebaert – in order to, among other things, oversee and provide input to management in its evaluation of such potential acquisition targets. Thereafter, the Aon Special Committee met from time to time to receive updates from management regarding the potential transaction.

On November 19, 2023, a representative of Aon delivered a revised non-binding term sheet (the “November 19 Term Sheet”) to a representative of MDP, which confirmed a fixed purchase price of $12.75 billion consisting of $6.75 billion of cash and $6 billion of Aon Ordinary Shares, for 100% of the equity interests of NFP (on a cash-free, debt-free basis determined as of closing, inclusive of a normalized level of working capital).

On November 19, 2023, Mr. Case had a telephonic discussion with Mr. Dombalagian regarding the November 19 Term Sheet. Later that day, representatives of Aon and UBS had a further telephonic discussion with representatives of NFP and MDP regarding the November 19 Term Sheet, during which representatives of NFP and MDP reiterated NFP’s position that the valuation be fixed at signing, with no reduction in purchase price for liabilities incurred by NFP between signing and closing with limited exceptions.

On November 22, 2023, a representative of Aon delivered a further revised non-binding term sheet (the “November 22 Term Sheet”) to a representative of NFP, which generally accepted NFP’s position that the valuation be fixed at signing, and also proposed an exchange ratio mechanism for the share portion of the proposed consideration. Later that day, Messrs. Case and Dombalagian participated in a number of telephonic calls to discuss the November 22 Term Sheet. Messrs. Case and Dombalagian had a further discussion that evening during which they agreed to proceed with negotiations of definitive agreements based on the principal terms as reflected in the November 22 Term Sheet.

On November 24, 2023, representatives of Aon and UBS, on the one hand, and representatives of NFP and Evercore Group, L.L.C., financial advisor to NFP (“Evercore”), on the other hand, began coordinating due diligence and negotiations.

On November 25, 2023, representatives of Evercore, at the direction of NFP, opened a virtual data room to facilitate the provision of information to Aon and its advisors. This data room was updated regularly over such period in response to the due diligence requests of Aon and its advisors and was made available to select representatives of Aon and its advisors. Over the course of the next four weeks, Aon and its advisors conducted due diligence of NFP, including conducting business, financial and legal due diligence sessions on specific topics regarding NFP’s business, including, without limitation, tax, IT security and systems, litigation, regulatory matters, financial matters, human resources, procurement, real estate, M&A and operations, which continued until the execution of the Merger Agreement and other transaction documents on December 19, 2023.

On November 29, 2023, on behalf of NFP, a representative of Skadden, Arps, Slate, Meagher & Flom LLP, legal advisor to NFP (“Skadden”), delivered the initial draft of the Merger Agreement to representatives of Cravath, Swaine & Moore LLP, legal advisor to Aon (“Cravath”).

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On December 5, 2023, Aon and NFP entered into a clean team confidentiality agreement to facilitate the exchange of certain non-public, competitively sensitive information in connection with Aon’s due diligence process.

On December 6, 2023, representatives of Aon, NFP, Cravath, McDermott Will & Emery LLP (“McDermott”), Torys LLP (“Torys”), Matheson LLP (“Matheson”), Willkie Farr & Gallagher (UK) LLP (“Willkie”), each of McDermott, Torys, Matheson and Willkie serving as legal advisor to Aon, and Skadden held a telephonic discussion regarding legal due diligence matters.

On December 8, 2023, a representative of Cravath, on behalf of Aon, delivered a revised draft of the Merger Agreement to representatives of Skadden.

Over the course of December 10, 2023 and December 11, 2023, representatives of Aon, NFP, Cravath, McDermott, Torys, Matheson, Willkie and Skadden had additional telephonic discussions regarding legal due diligence matters.

On December 10, 2023, representatives of Aon and Cravath, on the one hand, and NFP and Skadden, on the other hand, conducted a meeting via videoconference to discuss the legal points included in the draft of the Merger Agreement delivered to representatives of Skadden on December 8, 2023.

On December 13, 2023, a representative of Skadden, on behalf of NFP, delivered a revised draft of the Merger Agreement to representatives of Cravath. Over the following week, legal counsel for Aon and NFP further negotiated and exchanged drafts of the Merger Agreement and the other transaction agreements.

On December 15, 2023, a representative of Aon sent a revised proposal of business terms to representatives of NFP, including terms with respect to the transaction value, the tax structure, the enterprise value to equity value bridge calculation, interim operating covenants with respect to acquisitions and liability management.

On December 17, 2023 and December 18, 2023, representatives of Aon and Cravath held a meeting via videoconference with representatives of NFP and Skadden to discuss the current draft of the Merger Agreement and the outstanding items remaining therein.

On December 19, 2023, the Aon Board held a meeting to consider the proposed transaction, which was attended by members of Aon management and representatives of UBS, Cravath and Matheson. Following review of the material terms of the proposed transaction and the Merger Agreement, the Aon Board approved entry into the Merger Agreement and the other transaction agreements.

On December 19, 2023, a representative of Skadden informed representatives of Cravath that the NFP Board and the board of directors of NFP Ultimate Parent had approved the terms of the transaction.

On December 19, 2023, representatives of Aon and Cravath held telephonic meetings with representatives of NFP and Skadden to discuss matters relating to the proposed transaction, the Merger Agreement and the other transaction documents. Later that evening, Aon and NFP finalized and executed the Merger Agreement and the other transaction documents.

On the morning of December 20, 2023, Aon and NFP issued a joint press release announcing the execution of the Merger Agreement.

The Aon Board’s Reasons for the Transaction

In evaluating the Transaction, the Aon Board, in consultation with Aon’s senior management and its financial and legal advisors, engaged in numerous discussions regarding the Transaction and received various

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materials for review and consideration prior to the execution of the Merger Agreement. After consideration and consultation with its senior management and its financial and legal advisors, at a meeting held on December 19, 2023, the Aon Board unanimously determined that (i) the Transaction is advisable and in the best interests of Aon and it is to the commercial benefit and advantage of Aon, and (ii) consummation of the Transaction on the terms and conditions substantially as set forth in the Merger Agreement and the other documents necessary to consummate the Transaction and as described and discussed at the meeting of the Aon Board were advisable, fair to and in the best interests of Aon.

In reaching its decision to approve the Transaction, the Aon Board considered a variety of factors, including its knowledge of NFP’s business, operations, financial condition, results of operations and prospects, as well as the risks in achieving those prospects, including uncertainties associated with achieving financial forecasts. The Aon Board also considered a variety of other factors, including the significant factors listed below in support of the decision (not necessarily in order of relative importance):

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The Aon Board also considered a number of countervailing uncertainties and risks in its deliberations concerning the Transaction, including the following (not necessarily in order of relative importance):

The Aon Board determined that the benefits expected to be achieved for Aon and its shareholders as a result of the Transaction outweighed these potential risks and uncertainties. The Aon Board recognized that there can be no assurance of future results, including results considered or expected as disclosed in this section of the prospectus.

The Aon Board concluded that the potentially negative factors associated with the Transaction were outweighed by the potential benefits that it expected Aon and holders of Aon Ordinary Shares would achieve as a result of entering into the Transaction. Accordingly, the Aon Board determined that the Transaction was in the best interests of Aon.

The foregoing discussion of the factors considered by the Aon Board is not intended to be exhaustive, but, rather, includes certain illustrative material factors considered by the Aon Board. In view of the wide variety of factors considered by the Aon Board in connection with its evaluation of the Transaction and the complexity of these matters, in reaching their decisions to approve the Transaction, the Aon Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors and/or considered other factors altogether. The Aon Board considered the applicable factors as a whole in the context of the Transaction, including with the use of thorough discussions with, and questioning of, Aon’s management and financial and legal advisors, and the Aon Board overall considered such factors to be favorable to, and to support, their determination.

This discussion of Aon’s reasons for the Transaction is forward-looking in nature and involves risks and uncertainties that could result in the expectations contained in such forward-looking statements not to occur,

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including those risks and uncertainties discussed in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 17 and 38, respectively, of this prospectus, which sections should be read in conjunction with this discussion of the Aon Board’s reasons for the Transaction.

The NFP Board’s Reasons for the Transaction

In an Action by Unanimous Written Consent of the Board of Directors of NFP dated December 19, 2023, the NFP Board determined that the Merger Agreement and the Transaction are advisable, fair to, and in the best interests of NFP and NFP Seller. In evaluating and ultimately approving the Transaction, the NFP Board and members of the board of managers of NFP Ultimate Parent engaged in numerous discussions regarding the Transaction with NFP management and NFP’s financial and legal advisors, received materials for review and consideration, and considered a variety of factors, including the significant factors listed below in support of the decision (which are not in any relative order of importance):

In the course of deliberations, the NFP Board, and members of the board of managers of NFP Ultimate Parent, also considered a variety of risks and other potentially negative factors, including the following (which are not in any relative order of importance):

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The NFP Board concluded that the potentially negative factors associated with the Transaction were outweighed by the potential benefits that it expected NFP and NFP Seller would achieve as a result of entering into the Transaction. Accordingly, the NFP Board determined that the Transaction was advisable, fair to, and in the best interests of NFP and NFP Seller.

The foregoing discussion of the factors considered by the NFP Board is not intended to be exhaustive but, rather, includes certain illustrative material factors considered by the NFP Board. In view of the wide variety of factors considered by the NFP Board in connection with its evaluation of the Transaction and the complexity of these matters, in reaching the decision to approve the Transaction, the NFP Board did not quantify or assign any relative weights to the factors considered. The NFP Board considered each of the applicable factors as a whole in context of the Transaction, including with the use of thorough discussions with NFP management and NFP’s financial and legal advisors, and overall considered such factors to be favorable to, and to support, its determination.

This discussion of NFP’s reasons for the Transaction is forward-looking in nature and involves risks and uncertainties that could result in the expectations contained in such forward-looking statements not to occur, including those risks and uncertainties discussed in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages 38 and 17, respectively, of this prospectus, which sections should be read in conjunction with this discussion of the NFP Board’s reasons for the Transaction.

Regulatory Approvals

The following is a summary of the material regulatory requirements for completion of the Transaction.

HSR Act

Under the HSR Act, the Transaction cannot be completed until, among other things, Aon and NFP each files a notification and report form with the Federal Trade Commission (the “FTC”) and the Department of Justice Antitrust Division (the “DOJ”) and the applicable waiting period has been terminated or has expired. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification and report forms or the early termination of that waiting period. If the FTC or the DOJ issues a Second Request prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties each have certified that they have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. On January 19, 2024, each of Aon and NFP filed a notification and report form pursuant to the HSR Act with the FTC and the DOJ. The waiting period under the HSR Act expired on February 20, 2024 at 11:59PM.

At any time before or after the completion of the Transaction, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the Transaction, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets, to terminate existing relationships and contractual rights, or to take other actions or agree to other restrictions limiting the freedom of action of the parties. In addition, at any time before or after the completion of the Transaction, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Investment Intermediaries Act, 1995

Under the Investment Intermediaries Act, 1995 (as amended) (“IIA”) the Transaction cannot be completed until Aon files an acquiring transaction notification form (an “ATNF”) with the Central Bank of Ireland (the

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“Central Bank”) in respect of the acquisition of NFP Ireland Consultants Limited and the applicable waiting period has been terminated or has expired or the Central Bank approves the acquiring transaction. A transaction notifiable to the Central Bank under the IIA may only proceed upon the happening of either (i) the Central Bank approving the transaction in writing or (ii) three months having elapsed (commencing from the date on which the ATNF is deemed complete by the Central Bank) during which time the Central Bank has not refused to approve, or otherwise objected to, the transaction, whichever is sooner. On 19 January 2024, Aon filed an ATNF with the Central Bank for approval of the Transaction in accordance with the IIA. The statutory deadline for assessment of the ATNF by the Central Bank is April 30, 2024 (although as noted above, this deadline will be extended if the CBI requests additional documents or information). On February 16, 2024, the Central Bank granted their approval in respect of the acquisition of NFP Ireland Consultants Limited pursuant to Section 40 of the IIA, subject to the condition that the acquisition be completed within 12 months of the date of approval by the Central Bank.

The Aon IIA Acquirers are as follows: (i) Aon; (ii) Randolph Finance Unlimited Company; (iii) Acquirer; and (iv) Merger Sub.

Ontario Securities Commission; Manitoba Securities Commission

Prior to the completion of the Transaction, in accordance with National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, AON Investments Canada Inc. and Aon Securities Investment Management Inc. must provide notice to the Ontario Securities Commission (the “OSC”) and the Manitoba Securities Commission (the “MSC”) of Aon’s acquisition of the Acquired Companies that are registered under Canadian and non-Canadian securities, derivatives and commodities legislation, including Newport Private Wealth Inc. This notice was provided to each of the OSC and the MSC on February 12, 2024. The Transaction cannot be completed until a 30-day review period has elapsed or, if either the OSC or the MSC requests further information, until an approval letter has been issued.

Competition Act (Canada)

Under the Competition Act (“CA”) of Canada, the Transaction cannot be consummated until Aon and NFP each either file a notification pursuant to Part IX of the CA to the Commissioner of Competition (“Commissioner”) and the applicable waiting period has expired or been terminated by the Commissioner or Aon and NFP file a request for an advance ruling certificate (“ARC”) under subsection 102(1) of the CA and the Commissioner issues an ARC or, in lieu thereof, issues a waiver from the obligation to submit a notification under paragraph 113(c) of the CA. Pursuant to the Merger Agreement, in the event the Commissioner does not issue an ARC, the Commissioner must also issue a no action letter (“NAL”) before the Transaction may be completed. Where a notification is required under Part IX of the CA, the parties cannot consummate their transaction until the expiration or early termination of a 30-day waiting period or the issuance of an ARC or waiver. If the Commissioner issues a supplementary information request under subsection 114(2) of the CA prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after Aon and NFP have substantially complied with the supplementary information request, unless the waiting period is terminated earlier by the Commissioner. Aon made a filing to the Commissioner requesting an ARC or, in lieu thereof, a NAL, and both Aon and NFP made a filing under Part IX of the CA, on January 19, 2024.

At any time before or within one year after the completion of the Transaction, unless the Commissioner has issued an ARC, notwithstanding the termination of the waiting period and issuance of a NAL, the Commissioner could make an application under Part VIII of the CA where the Commissioner believes that the Transaction will, or is likely to, prevent or lessen competition substantially, including seeking to enjoin the completion of the Transaction, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights.

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CFIUS

The Transaction will be reviewed by CFIUS. Through the CFIUS process, the U.S. government reviews certain foreign investments into the United States for national security concerns. While CFIUS review is mandatory in some cases, most reviews are sought by the parties as a way to ensure the U.S. government will not unwind or alter the deal at a later date. Where the parties do not seek CFIUS review on their own, CFIUS may initiate a review itself in some cases. If potential U.S. national security concerns are identified through the CFIUS process, CFIUS may seek to negotiate or impose conditions on the transaction to mitigate those concerns. If CFIUS determines that there are unresolved national security concerns that cannot be mitigated, CFIUS may recommend that the President of the United States block or unwind the transaction.

On February 22, 2024, Aon and NFP filed a joint voluntary notice with CFIUS with respect to the Transaction. Upon CFIUS’s acceptance of the formal joint voluntary notice, a 45-calendar-day review period will commence. At or prior to the expiration of this review period, CFIUS may clear the Transaction or notify the parties that CFIUS has initiated a 45-calendar-day investigation period (which, in extraordinary circumstances, CFIUS may extend to 60 calendar days). If potential national security concerns are identified, CFIUS may seek to negotiate or impose conditions on the Transaction to mitigate those concerns. If, at the end of the investigation period, CFIUS determines that there are no unresolved national security concerns, it will clear the Transaction. If CFIUS determines that there are unresolved national security concerns that cannot be mitigated, it may recommend that the President suspend or prohibit the Transaction. CFIUS must send a report to the President requesting the President’s decision if: (1) CFIUS recommends that the President suspend or prohibit the Transaction; (2) CFIUS is unable to reach a decision on whether to recommend that the President suspend or prohibit the Transaction; or (3) CFIUS requests that the President make a determination with regard to the Transaction. The President must announce the President’s decision on whether or not to take action to suspend or prohibit the Transaction no later than 15 days after the earlier of (i) the date on which the investigation period ended and (ii) the date on which CFIUS otherwise referred the Transaction to the President. At any time during this process, Aon and NFP may seek to voluntarily withdraw and refile the joint voluntary notice to permit additional time to address concerns raised by CFIUS.

UK Financial Conduct Authority

Under the United Kingdom (“UK”) Financial Services and Markets Act 2000 (“FSMA 2000”), the Transaction cannot be completed until each Aon group company that would fall within the definition of a ‘controller’ under FSMA 2000 (the “Aon FSMA Controllers”) following the acquisition of NFP (set out in the paragraph below), files a notification with the UK Financial Conduct Authority (the “FCA”) and either: (i) the FCA communicates to the Aon FSMA Controllers that it approves the Transaction (whether unconditionally or subject to certain conditions); or (ii) the FCA does not inform the Aon FSMA Controllers that it has either approved or objected to the Transaction within 60 working days of receipt, in which case the FCA shall be treated as having approved the Transaction. The Aon FSMA Controllers submitted their notifications to the FCA on January 19, 2024 and the 60 working day period is therefore expected to end on April 16, 2024 (although this period will be paused if the FCA requests additional documents or information about the notifications from the Aon FSMA Controllers).

The Aon FSMA Controllers are as follows: (i) Aon; (ii) Randolph Finance Unlimited Company; (iii) Acquirer; and (iv) Merger Sub.

UK Competition and Markets Authority

Aon has submitted a briefing paper to the UK Competition and Markets Authority (“CMA”) in respect of the Transaction. The Transaction will only be completed if, on the date when the parties have satisfied or waived all other filing conditions contained in the Merger Agreement: (i) the CMA has indicated it does not require any further information in relation to the Transaction and has not either: (a) subsequently asked for further information or documents relating to the Transaction or the submission of a merger notice; or (b) indicated to

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either party that it either will, or may, commence a statutory investigation process in respect of the Transaction pursuant to the UK Enterprise Act 2002; or (ii) the CMA (in case of a ‘Phase 1’ investigation), or any inquiry group appointed by it (in case of a ‘Phase 2’ investigation) to investigate the impact of the Transaction on competition in the UK, has concluded its investigation process and has approved the Transaction (unconditionally or subject to certain conditions). The CMA responded on February 15, 2024 confirming that it required no further information on the Transaction at this stage.

Screening of Third Country Transaction Act 2023

The Irish Screening of Third Country Transaction Act 2023 (the “Irish FDI Screening Act”) which will establish a new foreign direct investment (“FDI”) screening regime in Ireland was enacted on October 31, 2023. The Irish FDI Screening Act sets out the general criteria by which transactions will be mandatorily notifiable to the Irish Minister for Enterprise, Trade and Employment (“Irish Minister for Enterprise”). These will be supplemented by guidance to be issued by the Irish Department of Enterprise, Trade and Employment (“Irish Department of Enterprise”). Commencement of the Irish FDI Screening Act has not yet occurred, but based on the latest communications from the Irish Department of Enterprise is expected to occur in the second quarter of 2024. To the extent the Transaction is mandatorily notifiable under the new regime and the Transaction has not completed by the time the new regime comes into effect, the Transaction cannot be completed until Aon and NFP jointly submit a notification to the Irish Minister for Enterprise seeking clearance and such clearance is granted within the applicable waiting period or after expiry of the waiting period. As part of the review process, a notifiable transaction can only proceed upon the happening of either (i) the Irish Minister for Enterprise approving the transaction within 90 calendar days (subject to extensions) from the date he/she issues the screening notice; or (ii) the transaction being deemed to be approved after the expiry of 90 calendar working days (subject to extensions). The Irish Minister for Enterprise can issue a formal notice of information during then review process which has the effect of the suspending the review period until the notice is complied with. The Irish Minister for Enterprise may also extend the review process by an additional 45 calendar days. A ‘springing’ condition precedent was included in the Merger Agreement in view of the possibility of a mandatory notification being required under the new regime. Whether this ‘springing’ condition precedent will apply is subject to the issuance of final guidance by the Irish Department of Enterprise and whether the Transaction has not completed by the time the Irish FDI Screening Act is commenced.

Irish Competition Act

Under the Irish Competition Acts 2002-2022 (the “Irish Competition Act”), the Transaction cannot be completed until Aon and NFP jointly submit a notification to the Irish Competition and Consumer Protection Commission (the “CCPC”) seeking clearance and such clearance is granted within the applicable waiting period or after expiry of the waiting period. As part of the CCPC’s Phase 1 process, a notifiable transaction can only proceed upon the happening of either (i) the CCPC approving the transaction within 30 working days; or (ii) the transaction being deemed to be approved after the expiry of 30 working days. The CCPC can also issue a formal ‘requirement for further information’ (“RFI”) during the Phase 1 which has the effect of stopping and (once the RFI is complied with) restarting the 30-working day waiting period at Phase 1. At the end of the Phase 1 process, if competition concerns are identified and proposals to ameliorate such concerns have not been proposed, the CCPC can also decide to initiate an in-depth Phase 2 process which extends the waiting period by 90 working days (which may also be extended further). On January 22, 2024, Aon and NFP submitted a notification to the CCPC for approval of the Transaction in accordance with the Irish Competition Act which formally commenced the CCPC’s review at Phase 1.

SEC and Other Filings

In connection with the Transaction, the Parties also intend to make all required filings with the SEC, the Delaware Secretary of State, the Financial Industry Regulatory Authority and NYSE, as well as any required filings with foreign, state or local licensing authorities.

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Pursuant to the terms of the Merger Agreement, Aon, Acquirer, and NFP will each agree to use their respective reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper, or advisable under any applicable laws to consummate and make effective the Transaction, including but not limited to the preparation and filings of all forms, registrations, notifications and notices required to be filed to consummate the Transaction, taking all actions reasonably necessary to obtain any consent, clearance, expiration or termination of a waiting period, authorization, order, non-objection or approval of, or any exemption by, any governmental authority required or advisable to be obtained or made by Aon, Acquirer, NFP or any of their respective affiliates, and the execution and delivery of any additional instruments necessary to consummate the Transaction. Additionally, Aon and Acquirer will use reasonable best efforts take all actions necessary to avoid or eliminate each and every impediment under applicable law so as to enable the Closing to occur as promptly as practicable. However, nothing in the Merger Agreement will require Aon, Acquirer or any of their respective affiliates to, nor will they be required to agree or consent to allow NFP to (and NFP will not, without Aon’s or Acquirer’s prior written consent) propose, negotiate, commit to, accept or effect (a) (i) by consent decree, hold separate order, or otherwise, the sale, licensing, divestiture or disposition of any businesses, product lines or assets of NFP, Aon and their respective affiliates, and (ii) actions that after the Closing would limit Acquirer’s, NFP’s or their respective affiliates’ freedom of action with respect to, or its or their ability to retain, operate, vote, transfer, receive dividends, or otherwise exercise full ownership rights with respect to any businesses, product lines or assets of NFP, Acquirer and their respective affiliates and any other behavioral remedy requested or imposed by a governmental authority in order to achieve clearance under applicable law (each a “Remedy Action”), that would result, individually or in the aggregate, in an NFP Material Adverse Effect (other than any action that would have a material adverse effect on the ability of the Acquired Companies to perform their obligations under the Merger Agreement or consummate the Transaction by the End Date) or (b) any Remedy Action with respect to the operations, businesses or assets of Aon or any of its affiliates (excluding the Acquired Companies) (such results described in clauses (a) and (b) each, a “Burdensome Condition”), or (c) proffer, consent to or agree to or effect any Remedy Action that is not conditioned upon the closing of the Transaction.

There can be no assurances that all regulatory approvals will be obtained and, if obtained, there can be no assurances as to the timing of any approvals. See the section entitled “The Merger Agreement—Conditions to Completion of the Transaction” beginning on page 73 of this prospectus for a discussion of the conditions to the completion of the Transaction, including conditions with respect to regulatory approvals.

No Aon Shareholder Approval Required

The approval of the Transaction by Aon does not require the affirmative vote or consent of the Aon shareholders.

Approval of the NFP Stockholder

Pursuant to the Merger Agreement, the Merger Agreement and the Transaction must be approved by a majority of the votes represented by all outstanding shares of NFP Common Stock. This condition was satisfied following the execution and delivery of the Merger Agreement through the execution and delivery thereafter of the NFP Stockholder Approval.

Listing of Aon Ordinary Shares

It is a condition to the closing that the Aon Ordinary Shares issuable as Aggregate Equity Consideration shall have been approved for listing on NYSE, subject to official notice of issuance, prior to the Closing Date. It is expected that, following the consummation of the Transaction, Aon Ordinary Shares will continue to trade on NYSE under the ticker symbol “AON”.

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Appraisal or Dissenter’s Rights

Holders of Aon Ordinary Shares are not entitled to appraisal rights under Irish law and the holder of NFP Common Stock is not entitled to appraisal rights under Delaware law, in connection with the Transaction. See the section entitled “Appraisal or Dissenters’ Rights” beginning on page 55 of this prospectus for a further discussion of the appraisal rights of the holder of NFP Common Stock under the DGCL in connection with the Transaction.

Tax Treatment of the Transaction

The First Merger and the Second Merger, taken together, are intended to be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. The obligation of the parties to consummate the Mergers is not conditioned upon the receipt of an opinion from counsel, nor have the parties applied for a ruling from the U.S. Internal Revenue Service, that the Mergers would so qualify.

Accounting Treatment of the Transaction

Aon and NFP prepare their financial statements in accordance with GAAP. The Transaction will be accounted for in accordance with Accounting Standards Codification Topic 805, Business Combinations, with Aon considered as the accounting acquirer and NFP as the accounting acquiree. Accordingly, Aon will measure the assets acquired and liabilities assumed at their fair values including tangible and identifiable intangible assets acquired and liabilities assumed as of the closing date, with any excess purchase price over those fair values being recorded as goodwill.

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THE MERGER AGREEMENT

The following section summarizes certain material provisions of the Merger Agreement, which is included in this prospectus as Annex A and is incorporated by reference herein. The summary of the Merger Agreement below and elsewhere in this prospectus is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. This section is not intended to provide you with any factual information about Aon or NFP. The rights and obligations of Aon and NFP are governed by the Merger Agreement and not by this summary or any other information contained in or incorporated by reference into this prospectus. You are urged to read the Merger Agreement carefully and in its entirety, as well as this prospectus and the information incorporated by reference into this prospectus.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement is attached to this prospectus as Annex A and described in this summary to provide you with information regarding its terms. The Merger Agreement contains representations and warranties by NFP and NFP Seller, on the one hand, and by Aon, Merger Sub and Acquirer, on the other hand, which were made solely for the benefit of the other Parties for purposes of the Merger Agreement. The representations, warranties and covenants made in the Merger Agreement by NFP, NFP Seller, Aon, Merger Sub and Acquirer were qualified and subject to important limitations agreed to by NFP, NFP Seller, Aon, Merger Sub and Acquirer in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts about NFP or Aon or any other person at the time they were made or otherwise. The representations and warranties may also be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC, and some were qualified by the matters contained in the disclosure letters that NFP and Acquirer each delivered in connection with the Merger Agreement and certain documents filed with the SEC by Aon. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this prospectus, may have changed since the date of the Merger Agreement. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this prospectus and in the documents incorporated by reference into this prospectus. See “Where You Can Find More Information” beginning on page 105 of this prospectus.

The Transaction

The Merger Agreement provides, among other matters, for the acquisition of NFP pursuant to two successive mergers, on the terms and subject to the conditions in the Merger Agreement and in accordance with the DGCL and the DLLCA. Pursuant to the Merger Agreement, at the First Effective Time, Merger Sub will be merged with and into NFP, with NFP continuing as the surviving corporation and as a wholly owned subsidiary of Acquirer. Immediately following the First Merger and at the Second Effective Time, NFP, as the surviving corporation in the First Merger, will be merged with and into Acquirer, with Acquirer continuing as Surviving Corporation II in the Second Merger and as an indirect, wholly owned subsidiary of Aon.

At the First Effective Time, NFP’s certificate of incorporation and the bylaws as in effect immediately prior to the First Effective Time will continue to be the certificate of incorporation and bylaws of Surviving Corporation I, until thereafter amended. At the Second Effective Time, the certificate of incorporation and the bylaws of Acquirer, as in effect immediately prior to the Second Effective Time, will continue to be the certificate of incorporation and the bylaws of Surviving Corporation II, until thereafter amended.

The Parties will take all requisite action so that, from and after the First Effective Time, the managers of Merger Sub immediately prior to the First Effective Time will be the initial directors of Surviving Corporation I,

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until their respective successors are duly elected and qualified, or until such directors’ earlier death, resignation, removal, and the officers of Merger Sub immediately prior to the First Effective Time will be the initial officers of Surviving Corporation I, each until their respective successors are duly elected and qualified or until such officers’ earlier death, resignation or removal. The Parties will take all requisite action so that, from and after the Second Effective Time, the directors of Acquirer immediately prior to the Second Effective Time will be the initial directors of Surviving Corporation II, until their respective successors are duly elected and qualified, or until such directors’ earlier death, resignation, removal, and the officers of Acquirer immediately prior to the Second Effective Time will be the officers of Surviving Corporation II, each until their respective successors are duly elected and qualified or until such officer’s earlier death, resignation or removal.

Closing; Effective Time

The Closing will take place no later than the third Business Day after the satisfaction or waiver of the conditions to the Closing (other than any such conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted, waiver of such conditions at the Closing), unless another date or place is agreed to in writing by the Parties.

However, notwithstanding the satisfaction or waiver of the closing conditions, Aon, Acquirer and Merger Sub are not required to effect the Closing until the earlier of (i) a date during the Marketing Period (as defined below) specified by Aon on no less than three Business Days’ notice to NFP and (ii) the date that is three Business Days following the final day of the Marketing Period.

On the Closing Date, the Parties will cause a certificate of merger with respect to the First Merger and a certificate of merger with respect to the Second Merger to be duly executed and filed with the Delaware Secretary of State as provided under the DGCL and the DLLCA and make any other filings or recordings required to be made under the DGCL and the DLLCA in connection with the Mergers (it being understood that the certificate of merger for the First Merger will be filed and become effective prior to the certificate of merger with respect to the Second Merger being filed and deemed effective). The First Merger will become effective at such time as the first certificate of merger is duly filed with the Delaware Secretary of State or at such other time as will be agreed to by NFP and Acquirer and specified in the first certificate of merger. The Second Merger will become effective at such time as the second certificate of merger is duly filed with the Delaware Secretary of State or at such other time as will be agreed to by NFP and Acquirer and specified in the second certificate of merger.

Marketing Period

The “Marketing Period”, a minimum period of time after the signing of the Merger Agreement and before the Closing can occur guaranteed to Aon, Acquirer and Merger Sub for the purpose of marketing any debt financing to be conducted by Aon to finance the Transaction, means the first period of 15 consecutive Business Days throughout which Aon shall have: (a) the audited consolidated statements of financial condition of NFP as of December 31, 2022 and the related consolidated statements of operations, comprehensive loss, changes in members’ deficit and cash flows for the year then ended, and the unaudited consolidated condensed statements of financial condition of NFP as of September 30, 2023 and September 30, 2022 and the related unaudited consolidated condensed statements of operations, comprehensive loss, changes in members’ deficit and cash flows for the nine months ended September 30, 2023 and September 30, 2022, together with the notes thereto; (b) the audited consolidated statements of financial condition of NFP as of the end of the fiscal year of NFP ending after the date of the Merger Agreement and the related consolidated statements of operations, comprehensive loss, changes in members’ deficit and cash flows for the year then-ended; (c) the unaudited consolidated condensed statements of financial condition of NFP as of the end of each fiscal quarter (other than any fourth fiscal quarter) ended after the date of the Merger Agreement (and as of the end of the corresponding fiscal quarter for the prior fiscal year) and the related unaudited consolidated statements of operations, comprehensive loss, changes in members’ deficit and cash flows for the elapsed portion of such fiscal year (and

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the corresponding period of the prior fiscal year); (d) any other historical financial data requested by Aon with respect to the Acquired Companies as may be necessary to allow Aon to prepare pro forma financial statements in connection with the debt financing (the foregoing clauses (a)-(d) collectively, the “Required Financial Information”); (e) all conditions to the obligations of Parent, Acquirer and Merger Sub (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted h) of such conditions) shall have been satisfied or, to the extent permitted by applicable law, waived; and (f) nothing has occurred and no condition exists that would cause any of the conditions of Parent, Acquirer and Merger Sub to fail to be satisfied assuming the Closing were scheduled for any day during such 15 consecutive Business Day period (except for any such conditions that have been waived, to the extent permitted by applicable law).

For the purpose of determining the Marketing Period, (i) July 5, 2024, November 27, 2024 and November 29, 2024 are deemed not to be Business Days, and (ii) if the Marketing Period has not ended on or prior to (x) August 16, 2024, the Marketing Period shall not commence until September 3, 2024 or (y) December 20, 2024, the Marketing Period shall not commence until January 6, 2025.

Further, if after the date of the Merger Agreement and prior to the Closing Date, any auditor of audited financial statements included in the Required Financial Information withdraws its audit opinion with respect to such financial statements, the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect to such financial statements by a nationally recognized independent public accounting firm.

Consideration; Effect of the Transaction on Capital Stock

At the First Effective Time, by virtue of the First Merger, the following will occur:

The number of Aon Ordinary Shares to be issued for each share of NFP Common Stock may fluctuate with the market price of Aon Ordinary Shares and will, subject to the collar described in the definition of “Aggregate Equity Consideration”, be determined based on the Aon Closing Share Price. Pursuant to the Merger Agreement, the holder of NFP Common Stock will receive cash in lieu of any fractional interests in Aon Ordinary Shares to which such holder otherwise would have been entitled.

At the Second Effective Time, by virtue of the Second Merger, the following will occur:

Exchange Procedures

Prior to the First Effective Time, Acquirer will appoint an exchange agent reasonably acceptable to NFP (the “Exchange Agent”) to act as agent for the exchange of the Merger Consideration. At the Closing, Acquirer

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will deliver (or cause to be delivered) to the Exchange Agent to be held in trust an amount in cash equal to the portion of the Aggregate Cash Consideration necessary to fund cash payments to the holder of NFP Common Stock.

At the Closing, the holder of NFP Common Stock shall deliver to the Exchange Agent a letter of transmittal and instructions and any other documents the Exchange Agent may request. Upon delivery of such documents to the Exchange Agent, the holder of such NFP Common Stock will be entitled to receive in exchange for each unit of NFP Common Stock that was canceled in the Mergers an amount in cash and the number of Aon Ordinary Shares that such holder has the right to receive as Per Share Consideration and any cash sufficient to make payments in lieu of fractional interests in Aon Ordinary Shares in accordance with the Merger Agreement.

At the First Effective Time, the holder of NFP Common Stock outstanding immediately prior to the First Effective Time shall cease to have any rights as the holder of NFP Common Stock, and the stock transfer books of NFP will be closed and there will be no further transfers of any such shares of NFP Common Stock on such stock transfer books thereafter.

No later than three days after the receipt of the requisite documents (or on the Closing Date, for documents delivered at least three Business Days prior to the Closing Date), the Exchange Agent will (x) provide written notice to Aon’s transfer agent of the same so as to permit such transfer agent to cause the Per Share Equity Consideration to be issued to the nominee of The Depository Trust Company and credited in uncertificated book-entry form to such holder’s account designated by such holder and (y) cause the payment of the Per Share Cash Consideration to be paid in respect of the NFP Common Stock (as applicable) to the account or accounts designated by such holder.

No Fractional Shares

Aon will not issue fractional Aon Ordinary Shares in the Transaction. Any fractional amounts resulting from the calculation of the Per Share Equity Consideration shall not entitle the owner thereof to vote or to any other rights of a holder of Aon Ordinary Shares. Each holder of NFP Common Stock who would otherwise have been entitled to receive a fractional interest of an Aon Ordinary Share pursuant to the Merger Agreement will be entitled to receive a cash payment in lieu thereof, without interest, rounded down to the nearest whole cent, in an amount equal to the product of such fractional amount multiplied by the Aon Closing Share Price.

Other Settlements

Prior to the Closing, an affiliate of Aon will transfer an amount of cash sufficient to cover the Aggregate Cash Consideration, plus NFP Indebtedness, to Acquirer in exchange for interest bearing debt of the Acquirer (which will be guaranteed by RFULC). At or immediately prior to close, Acquirer will then deposit or pay or cause to be deposited or paid, sufficient funds to redeem or pay off each item of NFP Indebtedness (and at least two Business Days prior to the Closing Date in the case of the NFP HoldCo Notes).

Adjustment to Merger Consideration

The calculation of the Aggregate Equity Consideration and any number or amount contained in this Agreement which is based on the price of Aon Ordinary Shares or the number of shares of NFP Common Stock or the number of Aon Ordinary Shares, if any, will be equitably adjusted to provide the parties to the Merger Agreement the same economic effect as contemplated by the Merger Agreement prior to any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period (other than ordinary course dividends consistent with past practice) with respect to Aon Ordinary Shares or NFP Common Stock with a record date occurring on or after the date of the Merger Agreement and prior to the First Effective Time.

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Withholding Rights

Each of Aon, Acquirer, Merger Sub, the Exchange Agent, Surviving Corporation I and Surviving Corporation II will be entitled to deduct and withhold from any amounts otherwise payable or deliverable pursuant to the Merger Agreement, any amounts as are required to be deducted or withheld with respect to such payment under the United States Internal Revenue Code of 1986 (the “Code”) or any applicable law. To the extent that amounts are so deducted or withheld, such amounts will be treated as having been paid to the person in respect of which such deduction or withholding was made and such amount will be paid to the appropriate governmental authority.

Representations and Warranties

The Merger Agreement contains representations and warranties by the Parties that are subject, in some cases, to certain exceptions and qualifications (including exceptions and qualifications related to knowledge, materiality and material adverse effect).

The Merger Agreement contains representations and warranties by NFP relating to, among other things, the following:

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The Merger Agreement contains a more limited set of representations and warranties by NFP Seller relating to, among other things, the following:

The Merger Agreement includes a more limited set of representations and warranties by Aon, Merger Sub and Acquirer relating to, among other things, the following:

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Certain of the representations and warranties in the Merger Agreement are qualified by a “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct would be material to, or have a material adverse effect on, the applicable party).

For purposes of the Merger Agreement, a material adverse effect with respect to NFP (a “NFP Material Adverse Effect”) means any change, event, effect, circumstance or development (each, an “Effect”) that (individually or considered together with all other Effects) has had, or would reasonably be expected to have, a material adverse effect on (a) the business, financial condition, operations, assets, properties or results of operations of the Acquired Companies, taken as a whole or (b) the ability of the Acquired Companies to perform their obligations under the Merger Agreement or to consummate the Transaction prior to the End Date. However, with respect to clause (a), in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a NFP Material Adverse Effect:

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except in the case of the first, second, third, fourth, fifth, sixth and ninth bullet points above, to the extent that such Effect has had a materially disproportionate adverse effect on the Acquired Companies relative to other companies of a similar size operating in the industries in which the Acquired Companies conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred a NFP Material Adverse Effect.

For purposes of the Merger Agreement, a material adverse effect with respect to Aon, Acquirer and Merger Sub (an “Acquirer Material Adverse Effect”) means any Effect that (individually or considered together with all other Effects) has had, or would reasonably be expected to have, a material adverse effect on (a) the business, financial condition, operations, assets, properties or results of operations of Aon and its Subsidiaries, taken as a whole; or (b) the ability of Aon, Acquirer or Merger Sub to perform their obligations under the Merger Agreement or to consummate the Transaction prior to the End Date. However, with respect to clause (a), in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, an Acquirer Material Adverse Effect:

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except in the case of the first, second, third, fourth, fifth, sixth and ninth bullet points above, to the extent that such Effect has had a materially disproportionate adverse effect on Aon and its Subsidiaries, relative to other companies of a similar size operating in the industries in which Aon and its Subsidiaries conduct business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred an Acquirer Material Adverse Effect.

For purposes of the Merger Agreement, a material adverse effect with respect to NFP Seller (an “NFP Seller Material Adverse Effect”) means any Effect that (individually or considered together with all other Effects) has had, or would reasonably be expected to have, a material adverse effect on the ability of NFP Seller to perform its obligations under the Merger Agreement or to consummate the Transaction prior to the End Date.

Covenants and Agreements

Conduct of Business of NFP Prior to Completion of the Transaction

NFP has agreed that, during the Interim Period, except as (i) set forth in that certain disclosure schedule dated the date of the Merger Agreement delivered by NFP to Aon simultaneously with entering into the Merger Agreement, (ii) expressly contemplated by the Merger Agreement, (iii) required by law, (iv) pursuant to any COVID-19 measures or (v) with the prior written consent of Acquirer (which consent shall not be unreasonably withheld, delayed or conditioned), NFP will, and will cause each of the Acquired Companies to, use its reasonable best efforts to conduct the business of the Acquired Companies in the aggregate in the ordinary course consistent with past practice, maintain in all material respects the business organizations, assets and goodwill of the Acquired Companies, maintain in all material respects the material relationships with employees, clients, vendors, suppliers and lessors of the Acquired Companies, manage the Acquired Companies’ working capital in all material respects in the ordinary course of business consistent with past practice and keep Aon or Acquirer reasonably apprised of the payment of NFP’s transaction expenses incurred or paid during the Interim Period, including providing, to the extent available, a then-current estimate of the aggregate amount of NFP’s transaction expenses expected to be incurred or paid during the Interim Period.

Additionally, during the Interim Period, and subject to the same exceptions described above, NFP has agreed that it will not, and will cause each of the other Acquired Companies not to:

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Additionally, during the Interim Period, except (i) with the prior written consent of Acquirer (which may be withheld in Acquirer’s sole discretion) or (ii) as set forth in that certain disclosure schedule dated the date of the Merger Agreement delivered by NFP to Aon simultaneously with entering into the Merger Agreement, NFP will not, and will cause each of the other Acquired Companies not to:

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Conduct of Business of Aon Prior to Completion of the Transaction

Each of Aon and Acquiror has agreed that, during the Interim Period, except (i) as expressly required by the Merger Agreement, (ii) as required by applicable law or any COVID-19 measures, (iii) as set forth in that certain disclosure schedule dated the date of the Merger Agreement delivered by Acquirer to NFP simultaneously with entering into the Merger Agreement or (iv) with the prior written consent of NFP (which consent shall not be unreasonably withheld, delayed or conditioned), Aon or Acquirer will not, and will cause each of its Subsidiaries not to:

Covenants of NFP Regarding Non-Solicitation

Each of NFP and NFP Seller has agreed that, during the Interim Period, it will not, and it will cause its controlled affiliates and their respective representatives not to, directly or indirectly:

Each of NFP and NFP Seller also agreed to cause its controlled affiliates and their respective representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any persons conducted prior to or on the date of the Merger Agreement with respect to any Acquisition Proposal and NFP agreed to deliver written notices requesting the return or destruction of all confidential information of the Acquired Companies to all persons with such return or destroy obligations under non-disclosure or similar agreements (other than non-disclosure or similar agreements that do not relate to a potential Acquisition Proposal, financing of the Acquired Companies or similar transaction).

During the Interim Period, each of NFP and NFP Seller are required to promptly (but in any event within one Business Day after the receipt thereof) provide Acquirer with an oral and a written description of any expression of interest, inquiry, proposal or offer relating to an Acquisition Proposal, that is received by NFP, NFP Seller, any of their respective affiliates and their respective representatives from any person (other than Aon or Acquirer), including in such description the identity of the person from which such expression of interest, inquiry, proposal, offer or request for information was received. Thereafter, during the Interim Period, each of NFP and NFP Seller are required to keep Acquirer reasonably informed, on a reasonably prompt basis, of the status and terms of any such expression of interest, inquiry, proposal, offer or request for information (including any amendments thereto) and the status of any such discussions or negotiations.

The term “Acquisition Proposal” means other than the Mergers, any bona fide offer, proposal or inquiry relating to, or any Person’s indication of interest in, any transaction (including any single- or multi-step

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transaction) or series of transactions with a person or “group” (as defined in the Exchange Act) other than Aon or any affiliate of Aon relating to:

Required Actions; Regulatory Approvals

Subject to the terms and conditions of the Merger Agreement, Aon, Acquirer and NFP have agreed to use their respective reasonable best effects to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable under applicable law to consummate and make effective the Transaction, including using reasonable best efforts to accomplish the following:

Each of Aon and NFP have also agreed to, and to cause their respective affiliate to, use reasonable best efforts to take all actions and do all things reasonably necessary, proper or advisable to fulfill the closing conditions to the Transaction. Aon, Acquirer and NFP also agreed not to take any action after the date of the Merger Agreement that would reasonably be expect to materially delay the obtaining of, or result in not obtaining, any consent, clearance, expiration or termination of a waiting period, authorization, order, non-objection or approval of any governmental authority necessary to be obtained prior to the Closing or would be reasonably expected to result in the failure to satisfy any condition to the Closing.

Prior to the Closing, and to the extent not prohibited by applicable law, the Acquirer and NFP have agreed to keep each other apprised of the status of matters relating to the completion of the Transaction, including the expiration or termination of the waiting period applicable to the Transaction under applicable antitrust or any applicable foreign investment laws and the receipt of any other applicable required approvals from governmental authorities. No party to the Merger Agreement may participate in any meeting with any governmental authority in connection with the Merger Agreement or the Transaction, or with any other person in connection with any legal proceeding by a private party relating to antitrust laws, foreign investment laws or required approvals, unless it consults with the other party in advance and gives such party the opportunity to attend and participate at such meeting.

The parties have agreed to file or cause to be filed:

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See the section entitled “The Transaction—Regulatory Approvals” beginning on page 50 of this prospectus for more information on the status of this filing as of the date of this prospectus.

If any legal proceeding is instituted (or threatened in writing to be instituted) challenging the Transaction as violative of applicable law, the parties have agreed to jointly use their best efforts to oppose or defend against any such proceeding by any governmental authority to prevent or enjoin consummation of the Transaction and/or take such action as necessary to overturn any regulatory proceeding by any governmental authority to block consummation of the Transaction. However, the parties will not be required to seek to vacate or terminate or avoid the entry of any order under the DPA and, in the event that the President of the U.S. has issued an order suspending or prohibiting the Transaction or CFIUS has recommended that the President suspend or prohibit the Transaction (a “CFIUS Turndown”), no party will have any further obligation to seek CFIUS approval.

Each of Aon and Acquirer have agreed to use their reasonable best efforts to take all actions necessary to avoid or eliminate each and every impediment under applicable law so as to enable the Closing to occur as promptly as practicable, including the taking of any Remedy Action. However, Aon and its affiliates shall not be required to propose, negotiate, commit to, accept or effect any Remedy Action that would result in a Burdensome Condition. NFP and its Subsidiaries are net permitted to take any Remedy Action without the prior written consent of Aon or Acquirer.

Employee Matters

The Merger Agreement provides that for a period of at least twelve months following the First Effective Time and subject to any applicable offer letter and the applicable law of the appliable jurisdiction where such continuing employee is located, Aon agrees to provide each continuing employee with the following: (i) a base salary or wage rate and target cash incentive compensation opportunity that, in each case, is no less favorable than the base salary or wage rate and target cash incentive compensation opportunity in effect for such continuing employee immediately prior to the First Effective Time, (ii) defined contribution retirement, health and welfare benefits and other employee benefits (excluding defined benefit pension benefits, retiree medical benefits, transaction or retention bonuses and equity-based compensation) that are in the aggregate, substantially comparable to those in effect for the continuing employee immediately prior to the First Effective Time and (iii) severance or termination payments and benefits that are no less favorable than those provided to continuing employees immediately prior to the First Effective Time.

The Merger Agreement also provides that, with respect each benefit plan, program, practice, policy or arrangement maintained by Aon or its Subsidiaries following the First Effective Time and in which any of the continuing employees participate following the Closing (each, an “Aon Plan”), and except to the extent necessary to avoid duplication of benefits, for all purposes of determining eligibility to participate and vesting and, with respect to vacation and statutory termination notice periods, accrual of and entitlement to benefits (but not for benefit accrual purposes under any retiree welfare pension plans or any frozen or discontinued plans), service with NFP and its Subsidiaries (or predecessor employers to the extent NFP provides past service credit) will be treated as service with Aon and its Subsidiaries.

The Merger Agreement further provides that Aon will use commercially reasonable best efforts to cause each Aon Plan that is a group health plan to waive for each continuing employee and his or her eligible dependents any eligibility waiting periods and pre-existing condition limitations (except to the extent that such requirements or limitations applied to the continuing employee prior to the First Effective Time under

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comparable plans administered by NFP or any of its Subsidiaries (each, an “NFP Plan”)). Aon has agreed that either (i) continuing employees will be permitted to continue participating in the NFP Plans providing medical, dental, vision, hospital or pharmaceutical, benefits to such continuing employees immediately prior to the Closing through the end of the applicable calendar year that includes the First Effective Time or (ii) Aon will give continuing employees credit under the Aon Plans providing medical, dental, vision, hospital or pharmaceutical benefits in which such continuing employees participate for amounts paid prior to the First Effective Time during the calendar year in which the First Effective Time occurs under a corresponding NFP Plan for purposes of applying deductibles, co-payments, out-of-pocket maximums and other eligible expenses as though such amounts had been paid in accordance with the terms and conditions of the applicable Aon plan (to the extent such credit would have been given for such amounts under the corresponding NFP Plan prior to the First Effective Time).

If directed by Aon within ninety days of Aon receiving information with respect to the participants in each 401(k) plan, NFP will (or, in the case of any foreign defined contribution plan, will use reasonable best efforts to) adopt resolutions or take such other actions as may be required to terminate, effective at least one day prior to the First Effective Time, such 401(k) plan.

NFP has also agreed to (i) conduct a customary stockholder vote prior to the Closing seeking to exempt certain payments and benefits from the adverse tax consequences of Section 280G of the Code and (ii) obtain any necessary waivers of such payments and benefits prior to such vote. Prior to taking such actions, NFP will provide Acquirer with the documentation to be provided to the holder of NFP Common Stock and any forms of waiver agreements in connection with such vote, as well as its underlying calculations and any other documentation reasonably requested by Acquirer. Acquirer has agreed to provide NFP with any Acquirer plans or arrangements that may be subject to the foregoing stockholder vote, as soon as practicable following the date of the Merger Agreement. Prior to the Closing, NFP shall deliver to Acquirer evidence that such customary stockholder vote was solicited in conformation with Section 280G of the Code.

Directors’ and Officers’ Indemnification and Insurance

Prior to the First Effective Time, NFP has agreed to purchase a six-year “tail” prepaid directors’ and officers’ liability insurance policy, covering claims and other matters arising from facts or events that occurred at or prior to the First Effective Time on terms and conditions no less favorable than those applicable to the current directors and officers of NFP and its Subsidiaries. However, NFP shall not be required to expend for such directors’ and officers’ liability insurance policy an aggregate premium in excess of 300% of the aggregate annual premium currently paid by NFP for such insurance (the “Premium Cap”). If such a policy is not available or the premium for such policy exceeds the Premium Cap, then NFP shall obtain the “tail” directors’ and officers’ liability insurance that is most favorable to the current directors and officers of NFP and its Subsidiaries and reasonably available for a cost that does not exceed the Premium Cap.

The Merger Agreement provides that from and after the Closing, Surviving Corporation II and its Subsidiaries will honor and fulfill the obligations of NFP or any of its Subsidiaries under any indemnification agreements in effect immediately prior to the First Effective Time between NFP and any of its Subsidiaries and any of their respective current or former directors and officers.

For a period of six years after the First Effective Time, Surviving Corporation II and its Subsidiaries shall cause their respective certificates of incorporation and bylaws (and other similar organizational documents) to contain provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable as such provisions contained in the certificate of incorporation and bylaws (or other similar organizational documents) of the Acquired Companies immediately prior to the First Effective Time and during such six-year period, such provisions shall not be amended, repealed or modified in any manner that would adversely affect the rights of the current or former directors and officers of NFP and its Subsidiaries, except to the extent required by applicable law.

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NFP Stockholder Approval

The Merger Agreement requires NFP to promptly send a copy of an irrevocable written consent of the holder of NFP Common Stock, and in any event within one Business Day, following the execution and delivery of the Merger Agreement, for purposes of representing the requisite NFP Stockholder Approval and evidencing approval and adoption of the Merger Agreement and the Transaction by all the shares of NFP Common Stock then issued and outstanding.

Certain Additional Covenants and Agreements

The Merger Agreement contains certain other covenants and agreements, including, among others, covenants relating to:

In addition, certain covenants and agreements related to financing matters are discussed in the section entitled “The Merger Agreement—Financing” beginning on page 71 of this prospectus.

Financing

Cooperation of NFP

NFP has agreed to use reasonable best efforts to cooperate with Aon, Merger Sub, and Acquirer in connection with the arrangement of any debt financing for the Transaction (the “Debt Financing”), including:

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The obligations described above will not require the Acquired Companies or their representatives to prepare certain documentation, including, but not limited to:

Any cooperation of NFP requested by Aon shall not unreasonably disrupt or interfere with the business or the operations of the Acquired Companies. The Acquired Companies are not required to cooperate with Aon to the extent that such cooperation would have certain effects, including:

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Aon has agreed to indemnify and hold harmless the Acquired Companies from and against any and all liabilities, losses, damages, claims, reasonable and documented out-of-pocket costs and expenses, interest, awards, judgments and penalties actually suffered or incurred by them in connection with the arrangement of the Debt Financing (other than arising as a result of bad faith, gross negligence, willful misconduct, fraud or intentional misrepresentation or as a result of breach of the Merger Agreement).

Aon’s obligation to complete the Transaction is not contingent on Aon’s ability to obtain the Debt Financing, or any other financing.

The Merger Agreement provides any failure of NFP to fulfill the cooperation obligations described above in this section shall not be deemed a breach or excuse the performance of Aon, Acquirer and Merger Sub to consummate the Mergers, so long as NFP is acting reasonably in good faith to fulfill such obligations.

Conditions to Completion of the Transaction

The respective obligations of each of NFP, Aon, Acquirer and Merger Sub to consummate the Transaction are subject to the satisfaction or waiver (where permissible under applicable law) of the following conditions:

The obligations of Aon, Acquirer and Merger Sub to consummate the Transaction are further subject to the satisfaction or waiver (where permissible under applicable law) of the following conditions:

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The obligations of NFP to consummate the Transaction are further subject to the satisfaction or waiver (where permissible under applicable law) of the following conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated and the Transaction may be abandoned at any time before the First Effective Time only as follows:

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In the event of the termination of the Merger Agreement, the Merger Agreement will become void and there will be no liability under the Merger Agreement on the part of any party thereto or their respective Subsidiaries or representatives, except that certain specified provisions, including certain provisions described below under the section entitled “The Merger Agreement—Termination Fee” beginning on page 75 of this prospectus, will survive termination. However, no party will be relieved from liability resulting from fraud or a willful breach occurring prior to such termination.

Termination Fee

The Merger Agreement requires Acquirer to pay NFP $250,000,000 (the “Acquirer Termination Fee”), if:

In no event will Acquirer be required to pay the Acquirer Termination Fee on more than one occasion. In the event the Acquirer Termination Fee is paid to NFP, such payment of the Acquirer Termination Fee will be the sole and exclusive monetary remedy of NFP, the Acquired Companies and their respective Subsidiaries and affiliates against Aon, Acquirer and their respective Subsidiaries and affiliates for any damages relating to the Merger Agreement or the Transaction.

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Expenses

All expenses incurred in connection with the Merger Agreement and the Transaction will be paid by the party incurring such expenses, except that (i) filing fees in connection with obtaining any required regulatory approvals, the premium and any related fees, costs and expenses associated with the directors’ and officers’ “tail” policy and the cost of professional E&O liability and cyber insurance “tail” policies will be borne by Acquirer, and (ii) the cost of a tax insurance policy or other risk transfer vehicle with respect to a certain tax matter will be borne by NFP, whether or not the Transaction is completed.

Amendments and Waivers

Any provision of the Merger Agreement may be amended or waived prior to the First Effective Time, if such amendment or waiver is in writing and, in the case of an amendment, is signed by each party or in the case of a waiver, by each party against whom the waiver is to be effective.

Remedies Cumulative; Specific Performance

The rights and remedies of the parties are cumulative and not exclusive of any rights or remedies provided by law. Prior to the termination of the Merger Agreement, each party will be entitled to an injunction or injunctions, an order of specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the performance of the terms and provisions of the Merger Agreement, in addition to any other remedy at law or in equity.

Governing Law; Jurisdiction

The Merger Agreement is governed by and construed in accordance with Delaware law, without giving effect to principles of conflicts of laws that would require the application of the laws of any other jurisdiction. Each of the parties to the Merger Agreement agreed that actions arising out of or relating to the Merger Agreement or the Transaction will be heard and determined exclusively in the Court of Chancery of State of Delaware or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any proceeding, any state or federal court located in the State of Delaware and each of the parties irrevocably consented to the jurisdiction of such courts in any such proceeding.

Tax Matters

Aon and NFP intend, for U.S. federal income tax purposes, (i) the Mergers, taken together, to be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations, (ii) that the parties to the Merger Agreement each are a party to the reorganization within the meaning of Section 368(b) of the Code, (iii) that the Merger Agreement constitute a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code and within the meaning of Treasury Regulations Section 1.368-2(g), (iv) that no owner of a direct or indirect interest in NFP Seller (other than an owner that would be a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Aon following the Mergers that does not enter into a five-year gain recognition agreement pursuant to Treasury Regulations Section 1.367(a)-8(c)) recognizes gain under Section 367(a) of the Code in connection with the Mergers and (v) that the Mergers result in the termination at the Second Effective Time of the U.S. affiliated group defined in Section 1502 of the Code of which NFP is the common parent in accordance with Treasury Regulations Section 1.1502-75(d) (collectively, the “Intended Tax Treatment”). The parties agree to take the position for tax purposes that the Transaction qualifies for the Intended Tax Treatment, except as otherwise required pursuant to a “determination” under Section 1313 of the Code.

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OTHER RELATED AGREEMENTS

Management Incentive and Retention Plan Term Sheet

As a part of the Transaction, Aon will approve, and make awards to certain employees of NFP and its Subsidiaries pursuant to a Management Incentive and Retention Plan (the “MIRP”) subject to the terms set forth in the Management Incentive and Retention Plan Term Sheet. The MIRP is contingent on the consummation of the Transaction occurring and will become effective at the First Effective Time.

The MIRP will include (i) a performance-based component, (ii) a time-based component and (iii) a retention-based component. As a condition to participating in the MIRP, each participant (other than participants located in the United Kingdom, Ireland or Canada) who receives Aon Ordinary Shares in connection with the Transaction must execute a Lock-Up Agreement. The performance-based component will consist of one-time grants of Aon performance share units with awards granted promptly after the later of the Effective Time or the award nominations being made and approved. Performance will be measured over a 3-year performance period. The time-based component will consist of grants of Aon restricted share units to be granted via annual allocations over 5 years following the Effective Time. The retention-based component will consist of awards comprised of 50% cash and 50% Aon restricted share units. Recipients of any awards pursuant to the MIRP will be required to enter into Aon’s customary non-solicitation agreement.

Lockup Agreements

Pursuant to the terms of the Merger Agreement, certain specified employees of NFP entered into lockup agreements on the date of the Merger Agreement, and it is expected that certain other employee and service providers of NFP will enter into lockup agreements prior to the Closing, pursuant to which such individuals (the “Specified Employees”) agree not to (i) transfer the shares (except for certain permitted transfers) of Aon Ordinary Shares received in connection with the Transaction (the “Lockup Shares”) held by such person following the Closing or (ii) enter into any swap or other arrangements that transfers to another person any of the economic consequences of ownership of such shares as of immediately following the Closing. Notwithstanding the foregoing, the lockup with respect to the Lockup Shares held by the Specified Employees and their respective permitted transferees will end: (i) with respect to 40% of their Lockup Shares, on the Closing Date, (ii) with respect to 30% of their Lockup Shares, on the first anniversary of the Closing Date, and (iii) with respect to the remaining 30% of their Lockup Shares, on the second anniversary of the Closing Date. The Lockup Agreement will terminate upon the earlier of (x) the second anniversary of the Closing Date, (y) the date on which the Specified Employee ceases to be an employee of NFP as a result of death, disability or termination by NFP without Cause (as defined in Aon’s publicly filed form of restricted stock unit award agreement), or (z) the date on which the parties to the Merger Agreement jointly determine in good faith, after consultation with their respective tax advisors, that the Mergers should not qualify for the Intended Tax Treatment.

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U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION

U.S. Federal Income Tax Considerations for U.S. Holders

The following sections are a summary of U.S. federal income tax considerations generally applicable to U.S. holders (as defined below) with respect to the Transaction (referred to herein as the “Mergers”) and to the ownership and disposition of Aon Ordinary Shares. This summary applies only to U.S. holders who exchange their NFP Common Stock, in whole or in part, for Aon Ordinary Shares in the Mergers and who hold the NFP Common Stock, and will hold the Aon Ordinary Shares, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This summary is based on provisions of the Code, U.S. Treasury Regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change or differing interpretation, possibly with retroactive effect. This summary does not describe any U.S. state, local, or non-U.S. income or other tax consequences (including estate, gift and Medicare contribution tax consequences) of the Mergers and of owning, holding and disposing of Aon Ordinary Shares.

This discussion is not intended to be a complete analysis and does not address all potential tax consequences that may be relevant to a U.S. holder’s particular circumstances. Moreover, this discussion does not apply to holders subject to special treatment under the Code, including, without limitation:

In addition, this discussion does not address the tax consequences to U.S. holders that will become a “five-percent transferee shareholder” of Aon within the meaning of the applicable Treasury regulations under Section 367 of the Code. In general, a five-percent transferee shareholder is a person who will own directly, indirectly or constructively through attribution rules, at least five percent of either the total voting power or total value of Aon Ordinary Shares immediately after the Mergers. U.S. holders that believe they could become a five-percent transferee shareholder of Aon should consult their tax advisors about the special rules and time-sensitive tax procedures, including the requirement to file a gain recognition agreement, that might apply regarding their ability to treat the Mergers as a reorganization described in Section 368(a) of the Code (as more fully described below).

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For purposes of this summary, a U.S. holder is a beneficial owner of NFP Common Stock and, after the effective time, Aon Ordinary Shares who is:

If a partnership, or other entity or arrangement treated as a partnership for U.S. federal income tax purposes, exchanges its shares of NFP Common Stock in the Mergers, the tax treatment of a partner in the partnership will depend upon the status of that partner and the activities of the partnership. Partners in a partnership that intend to exchange their shares of NFP Common Stock in the Mergers are urged to consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them.

U.S. holders are urged to consult their tax advisors as to the U.S. federal income tax consequences of the Mergers, including the income tax consequences arising from their particular circumstances, and as to any estate, gift, state, local or non-U.S. tax consequences arising out of the Mergers and the ownership and disposition of Aon Ordinary Shares.

U.S. Federal Income Tax Consequences to U.S. Holders of the Mergers, Including the Exchange of NFP Common Stock for Aon Ordinary Shares and Cash

Application of Section 368 of the Code

The following discussion regarding the U.S. federal income tax consequences of the Mergers assumes that the Mergers will be consummated as described in the Merger Agreement and this proxy statement/prospectus and that, following the effective time of the Mergers, NFP will comply with certain reporting requirements set forth in Treasury Regulations under Section 367(a) of the Code.

The parties intend the Mergers to be treated as a reorganization described under Section 368(a) of the Code. Nevertheless, the obligation of NFP and Aon to consummate the Mergers is not conditioned upon the receipt of an opinion from counsel, nor have the parties applied for a ruling from the IRS, that the Mergers would so qualify. If the Mergers do qualify as a reorganization under Section 368(a) of the Code, then the Mergers will have the following U.S. federal income tax consequences:

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Application of Section 367 of the Code

Section 367(a)(1) of the Code and the applicable Treasury regulations thereunder provide that where a U.S. shareholder exchanges stock in a U.S. corporation for stock in a non-U.S. corporation in a transaction that would otherwise constitute a tax-free reorganization, the U.S. shareholder is required to recognize gain, but not loss, realized on such exchange unless certain requirements are met. In this case, the principal requirement for the non-application of Section 367(a) of the Code is that the fair market value of Aon, at the time of the Mergers, must equal or exceed the fair market value of NFP, as specially determined for purposes of Section 367 of the Code. In addition, Section 367 requires certain adjustments to values to be made as of the closing date. For example, the fair market value of NFP for purposes of this test must include the aggregate amount of certain prior distributions (including stock repurchases) by NFP prior to the closing of the Mergers. Based on the exchange ratio and other facts relevant to such calculation, the parties expect and intend that this requirement be satisfied, but that determination cannot be known definitively until the closing date of the Mergers.

If Section 367(a)(1) of the Code were to apply to the Mergers, a U.S. holder of NFP Common Stock would recognize gain (but not loss) in an amount equal to the excess, if any, of the fair market value as of the closing date of the Mergers of any Aon Ordinary Shares received in the Mergers, plus cash received, including cash received in lieu of fractional shares, over such U.S. holder’s tax basis in the shares of NFP Common Stock surrendered by the U.S. holder in the Mergers. Any gain so recognized would generally be long-term capital gain if the U.S. holder had held the NFP Common Stock for more than one year at the time the Mergers are completed.

Failure to Qualify as a Reorganization

If the Mergers do not qualify as a reorganization under Section 368(a) of the Code, then U.S. holders may be required to recognize gain or loss equal to the difference between (i) the sum of the fair market value of Aon Ordinary Shares received by the U.S. holder in the Mergers and the amount of cash consideration (including cash received in lieu of fractional Aon Ordinary Shares) if any, received by the U.S. holder in the Mergers, and (ii) the U.S. holder’s adjusted tax basis in the shares of NFP Common Stock exchanged therefor. Any gain or loss so recognized would be long-term capital gain or loss if the U.S. holder had held the shares of NFP Common Stock for more than one year at the closing date. Long-term capital gains of non-corporate U.S. holders are generally eligible for a preferential U.S. federal income tax rate. The deductibility of capital losses is subject to limitations. Generally, a U.S. holder’s tax basis in the Aon Ordinary Shares received in the Mergers would equal their fair

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market value as of the date of the Mergers, and such U.S. holder’s holding period for the Aon Ordinary Shares would begin on the day after the Mergers.

U.S. Federal Income Tax Consequences for U.S. Holders of Holding Aon Ordinary Shares

Dividends

Subject to the discussion below under “Passive Foreign Investment Company Considerations”, any cash distributions paid on Aon Ordinary Shares out of its current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. holder as dividend income. Dividends received from a non-U.S. corporation generally will be treated as foreign source income. To the extent that the amount of any distribution exceeds Aon’s current and accumulated earnings and profits for a taxable year, the excess will first be treated as a reduction in the U.S. holder’s adjusted tax basis in the U.S. holder’s Aon Ordinary Shares. The balance of the excess of the amount of such distribution over such adjusted tax basis, if any, will be treated as a gain from the sale of such U.S. holder’s Aon Ordinary Shares.

Subject to certain holding period requirements and other conditions (and assuming that Aon is not a passive foreign investment company for the taxable year in which the dividend is paid or the preceding taxable year), dividends paid to certain non-corporate U.S. holders may qualify for the preferential rates of taxation if Aon continues to be eligible for the benefits of the United States-Ireland Tax Treaty or its shares continue to be readily tradable on an established market in the U.S. Such dividends will not, however, be eligible for the dividends received deduction generally allowed to corporate U.S. holders.

Sale or Other Disposition of Aon Ordinary Shares

Subject to the discussion below under “Passive Foreign Investment Company Considerations”, a U.S. holder will generally recognize capital gain or loss upon the sale or other disposition of Aon Ordinary Shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such Aon Ordinary Shares. Any capital gain or loss will be long-term if the U.S. holder’s holding period in the Aon Ordinary Shares is more than one year at the time of sale or other disposition and will generally be U.S. source gain or loss for U.S. foreign tax credit purposes. Long-term capital gains of non-corporate U.S. holders are generally eligible for a preferential U.S. federal income tax rate. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company Considerations

A non-U.S. corporation, such as Aon, will be classified as a passive foreign investment company, or “PFIC”, for U.S. federal income tax purposes, if either (i) 75% or more of its gross income consists of certain types of “passive” income or (ii) 50% or more of the fair market value of its assets (determined on the basis of a quarterly average) produce or are held for the production of passive income. Aon is not expected to be a PFIC for its taxable year prior to the Mergers, and NFP and Aon do not expect Aon to be a PFIC for its first taxable year that includes the Mergers or in the foreseeable future. Because PFIC status is a fact-intensive determination made on an annual basis and depends on the composition of Aon’s assets and income at such time, however, no assurance can be given that Aon is not, and Aon will not become, classified as a PFIC. Furthermore, because the value of the gross assets of Aon is likely to be determined in large part by reference to the market capitalization of Aon, a decline in the value of Aon’s Ordinary Shares may result in Aon becoming a PFIC. There can also be no assurance that the IRS will agree with any conclusion of the combined company that it is not treated as a PFIC.

If Aon were to be treated as a PFIC, U.S. holders could be subject to certain adverse U.S. federal tax consequences in accordance with the PFIC rules with respect to gain realized on a taxable disposition of Aon Ordinary Shares, and certain distributions received on such shares. In addition, dividends received with respect to

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Aon Ordinary Shares would not constitute qualified dividend income eligible for a preferential U.S. income tax rate if Aon were treated as a PFIC for the taxable year of the distribution or for its preceding taxable year. Certain elections (including a mark-to-market election) may be available to U.S. holders to mitigate some of the adverse tax consequences of PFIC treatment.

U.S. holders are urged to consult their tax advisors concerning the U.S. federal income tax consequences of holding and disposing of Aon Ordinary Shares if Aon is or becomes classified as a PFIC, including the possibility of making a mark-to-market or other election and the applicability of annual filing requirements.

Certain Reporting Requirements

U.S. holders who hold at least five percent (by vote or value) of the outstanding NFP Common Stock immediately before the Mergers will be required to file a statement with their U.S. federal income tax return, which statement must identify the parties to the reorganization, the date of the reorganization, and the fair market value, determined immediately before the exchange, of all the shares of NFP held by such holder that are transferred in the Mergers, along with the holder’s basis, determined immediately before the exchange, in such shares. In addition, U.S. holders are required to retain permanent records, including information regarding the amount, basis, and fair market value of all transferred property.

Certain U.S. holders may be required to report to the IRS information with respect to their investment in the Aon Ordinary Shares not held through an account with certain financial institutions. U.S. holders who fail to report required information could become subject to substantial penalties.

U.S. holders are urged to consult their tax advisors regarding reporting requirements applicable to the Mergers and to the holding of Aon Ordinary Shares.

The Foreign Account Tax Compliance Act

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, a share paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to dividends. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of a share, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. The preamble to these proposed Treasury Regulations specifies that taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. U.S. holders should consult their tax advisors regarding the potential application of withholding under FATCA to their ownership of Aon Ordinary Shares.

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This discussion of U.S. federal income tax consequences is for general information purposes only and is not intended to be, and should not be construed as, tax advice. Determining the actual tax consequences of the Mergers to U.S. holders may be complex and will depend on a holder’s specific situation and on factors that are not within our control. Holders should consult their tax advisors with respect to the application of U.S. federal income tax laws to their particular situation as well as any tax consequences arising under the U.S. federal estate or gift tax rules or under the laws of any state, local, non-U.S. or other taxing jurisdiction.

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INFORMATION ABOUT AON

Aon

Aon is a leading global professional services firm that provides a broad range of risk and human capital solutions. Through Aon’s experience, global reach, and comprehensive analytics, Aon helps clients meet rapidly changing, increasingly complex, and interconnected challenges related to risk and people. Aon is committed to accelerating innovation to address unmet and evolving client needs so that its clients are better informed, better advised, and able to make better decisions to protect and grow their business. Aon management remains focused on strengthening Aon and uniting the firm with one portfolio of capability enabled by data and analytics and one operating model to deliver additional insight, connectivity, and efficiency. Aon’s clients are in over 120 countries and sovereignties and include all market segments and almost every industry.

Aon operates as one segment that includes all of Aon’s continuing operations, which, as a global professional services firm, provides a broad range of risk and human capital solutions through four solution lines: Commercial Risk Solutions, Reinsurance Solutions, Health Solutions, and Wealth Solutions. Collectively, these solution lines make up Aon’s one segment: Aon United.

Aon’s principal executive offices and registered office are located at Metropolitan Building, James Joyce Street, Dublin 1, Ireland D01 K0Y8, and its telephone number is +353 1 266 6000.

Additional information about Aon and its Subsidiaries is included in the documents incorporated by reference into this prospectus. See “Where You Can Find More Information” beginning on page 105 of this prospectus.

Merger Sub

Randolph Merger Sub LLC, a direct, wholly owned subsidiary of Acquirer, is a Delaware limited liability company that was formed on December 18, 2023 for the purpose of entering into the Merger Agreement and effecting the First Merger. Merger Sub is, and will be at the First Effective Time, a disregarded entity for U.S. federal income tax purposes wholly owned by Acquirer. At the First Effective Time, Merger Sub will be merged with and into NFP, with NFP continuing as Surviving Corporation I in the First Merger and as a wholly owned subsidiary of Acquirer. The principal executive office of Merger Sub is located at 200 E. Randolph St., Chicago, IL 60601.

Acquirer

Randolph Acquisition Corp., an indirect, wholly owned subsidiary of Aon, is a Delaware corporation that was incorporated on December 18, 2023 for the purpose of entering into the Merger Agreement and effecting the Second Merger. Randolph Acquisition Corp. is, and will be at both the First Effective Time and the Second Effective Time, a direct, wholly owned subsidiary of RFULC. RFULC is, and will be at both the First Effective Time and the Second Effective Time, a disregarded entity for U.S. federal income tax purposes wholly owned by Aon. Following the First Merger and at the Second Effective Time, NFP, as Surviving Corporation I in the First Merger, will be merged with and into Acquirer, with the Acquirer continuing as Surviving Corporation II and as a direct wholly owned subsidiary of RFULC. As a result of the Second Merger, Acquirer, as Surviving Corporation II, will own the legacy business of NFP. The principal executive office of Acquirer is located at 200 E. Randolph St., Chicago, IL 60601.

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INFORMATION ABOUT NFP

In this section of this Registration Statement, unless otherwise indicated or the context otherwise requires, the term “NFP” refers collectively to NFP Intermediate Holdings A Corp. and all of its Subsidiaries.

NFP is a leading insurance broker and consultant that provides a full range of brokerage, consulting and advisory services, including benefits, property and casualty, wealth management and retirement solutions. It serves domestic and international clients, with a focus on corporate entities and high net worth individuals. NFP is the ninth best place to work for large employers in insurance, seventh largest privately owned broker, seventh largest benefits broker by global revenue and thirteenth largest broker of US business (all rankings according to Business Insurance). NFP provides solutions enabling client success through the expertise of over 7,700 global employees (throughout the United States, Canada, the United Kingdom and Ireland), access to a nationwide platform of products and solutions, as well as trusted relationships with highly rated insurers, vendors, and financial institutions.

Founded in 1998, NFP’s business has grown organically and through acquisitions, selling products and services from multiple non-affiliated providers to deliver objective, comprehensive solutions to its clients. In addition, NFP leverages its financial and intellectual capital, technology solutions, the diversification of product and service offerings, and regulatory compliance support across the company to support its clients’ offerings and businesses.

NFP acts as an intermediary between insurers and their customers, and as a result NFP does not assume any significant underwriting risk. NFP promotes a highly collaborative culture to provide its clients and employees the advantages of a single coordinated resource to address their insurance brokerage and financial advisory needs.

NFP Intermediate Holdings A Corp. is a holding company and a Delaware corporation. Its principal executive offices are located at 200 Park Avenue, Suite 3202, New York, NY 10166, and its telephone number is (212) 301-4000.

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INTERESTS OF AFFILIATES IN THE TRANSACTION

Interests of Directors and Executive Officers of Aon in the Transaction

The directors and executive officers of Aon do not have any interest in the Transaction that are different from, or in addition to, the interests of the Aon shareholders.

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COMPARISON OF RIGHTS OF AON SHAREHOLDERS AND THE NFP STOCKHOLDER

Aon is a public company limited by shares incorporated under the laws of Ireland. NFP is organized under the laws of the State of Delaware. Accordingly, differences in rights of holders of Aon Ordinary Shares and NFP capital stock arise from differences between Irish law and Delaware law and the respective governing documents of Aon and NFP.

The rights of NFP Seller are currently governed by the DGCL, as well as NFP’s constituent documents. After the close of the Transaction, NFP Seller will own Aon Ordinary Shares and the rights of NFP Seller with respect to the Aon Ordinary Shares will be governed by the Companies Act 2014 of Ireland, as amended (the “Irish Companies Act”) and the Aon memorandum of association and articles of association (together, the “Aon Constitution”).

This section summarizes the respective rights of the holders of Aon Ordinary Shares and the holder of NFP Common Stock. It is not, however, a complete statement of the respective rights of such holders, nor is it a complete description of the specific provisions referenced below. This summary is qualified in its entirety by reference to the DGCL, the Irish Companies Act, the Aon Constitution and NFP’s constituent documents, which you are urged to read carefully. Aon has filed the Aon Constitution with the SEC and will send copies of these documents to you, without charge, upon your request. For additional information, please see the section titled “Where You Can Find More Information” beginning on page 105 of this prospectus.

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SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS OF AON

The following table sets forth the number of Aon Ordinary Shares beneficially owned as of December 31, 2023 by each of Aon’s directors and NEOs and by Aon’s directors, nominees and executive officers as a group. As used in this prospectus, “beneficial ownership” means a person has, or may have within 60 days, the sole or shared power to vote or direct the voting of a security and/or the sole or shared investment power with respect to a security (i.e., the power to dispose or direct the disposition of a security). No shares held by Aon’s directors or executive officers are pledged as security.

The address of each person named in the table below is c/o Aon plc, Metropolitan Building, James Joyce Street, Dublin 1, Ireland.

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As of December 31, 2023, the beneficial owners of 5% or more of Aon’s Class A Ordinary Shares entitled to vote at the Annual Meeting and known to the Company were:

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS OF NFP

The following table sets forth information on the beneficial ownership of outstanding shares of NFP Common Stock as of February 26, 2024.

NFP Parent Co, LLC (“NFP Seller”) is owned by NFP Holdings, LLC, which in turn is 100% owned by NFP Ultimate Parent. Each share of NFP Common Stock is entitled to one vote. NFP Ultimate Parent is managed by a board of managers, the members of which are: Shant Babikian, Matthew Denison, Vahe Dombalagian, Scot French, Michael Goldman, Doug Hammond, Matthew Raino and James Stavridis. The address of NFP Seller is c/o NFP Intermediate Holdings A Corp., 200 Park Avenue, Suite 3202, New York, NY 10166.

The director and executive officers of NFP do not own any shares of NFP Common Stock.

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APPRAISAL OR DISSENTERS’ RIGHTS

NFP Seller is not entitled to appraisal rights under the DGCL, the NFP Certificate of Incorporation or the NFP Bylaws in connection with the Transaction contemplated by the Merger Agreement.

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EXPERTS

The consolidated financial statements of Aon appearing in Aon’s Annual Report (Form 10-K) for the year ended December 31, 2023, and the effectiveness of Aon’s internal control over financial reporting as of December 31, 2023 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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LEGAL MATTERS

Matheson LLP, counsel for Aon, will provide an opinion regarding the validity of Aon Ordinary Shares to be issued in the Transaction.

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WHERE YOU CAN FIND MORE INFORMATION

The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including Aon, who file electronically with the SEC. The address of that site is www.sec.gov.

You may also consult Aon’s and NFP’s websites for more information concerning the Mergers described in this prospectus. Aon’s website is https://www.aon.com/en/, and NFP’s website is https://www.nfp.com/. The information contained on the websites of Aon, NFP and the SEC (except for the filings described below) is expressly not incorporated by reference into this prospectus.

Aon has filed with the SEC a registration statement of which this prospectus forms a part. The registration statement registers the Aon Ordinary Shares to be issued to NFP Seller in connection with the Mergers. The registration statement, including the attached exhibits and schedules, contains additional relevant information about Aon Ordinary Shares. The rules and regulations of the SEC allow Aon and NFP to omit certain information included in the registration statement from this prospectus.

In addition, the SEC allows Aon to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this prospectus, except for any information that is superseded or updated by information included directly in this prospectus.

This prospectus incorporates by reference the documents listed below that Aon has previously filed or will file with the SEC (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K). They contain important information about Aon, its financial condition and other matters.

In addition, Aon incorporates by reference any future filings it makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K) after the date of this prospectus and prior to the First Effective Time. Such documents are considered to be a part of this prospectus, effective as of the date such documents are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

You may obtain any of the documents listed above from the SEC, through the SEC’s website or from Aon by requesting them in writing or by telephone at the following address:

Aon plc

c/o Investor Relations

200 East Randolph Street

Chicago, IL 60601

(847) 442-0622

investor.relations@aon.com

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These documents are available from Aon without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement of which this prospectus forms a part.

You should rely only on the information contained or incorporated by reference in this prospectus. Neither Aon nor NFP has authorized anyone to give any information or make any representation about the Mergers, Aon or NFP that is different from, or in addition to, that contained in this prospectus or in any of the materials that Aon and NFP have incorporated by reference into this prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies. Neither the mailing of this prospectus to the holder of NFP Common Stock, nor the issuance by Aon of Aon Ordinary Shares, will create any implication to the contrary.

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Annex A

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

AON PLC,

RANDOLPH ACQUISITION CORP.,

RANDOLPH MERGER SUB LLC,

NFP INTERMEDIATE HOLDINGS A CORP.

AND

NFP PARENT CO, LLC

DECEMBER 19, 2023

TABLE OF CONTENTS