Aon 8-A12BRegistration of securities on exchange

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Aon North America, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(Jurisdiction of Incorporation or Organization)

52-1245792

(I.R.S. Employer Identification no.)

200 East Randolph Street

Chicago, Illinois 60601

United States of America

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable):

333-206759

Securities to be registered pursuant to Section 12(g) of the Act:

None.

EXPLANATORY NOTE

On November 13, 2015, Aon plc, a company incorporated under the laws of England and Wales (“Aon UK”), entered into an indenture (the “Original Indenture”) with Aon Corporation, a Delaware corporation (“Aon Delaware”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). On February 23, 2016, Aon UK issued its 3.875% Senior Notes due 2025 (the “Notes”), which are guaranteed by Aon Delaware, pursuant to the Original Indenture.

The Notes are listed on the New York Stock Exchange and were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to a Registration Statement on Form 8-A filed with the Securities and Exchange Commission (the “Commission”) on March 1, 2016 (File No. 001-07933).

On April 1, 2020, Aon Global Limited, a limited company incorporated under the laws of England and Wales (“AGL”) and formerly known as Aon UK, Aon Delaware, Aon plc, an Irish public limited company (“Aon Ireland”), Aon Global Holdings Limited, a company incorporated under the laws of England and Wales (“AGH”), and the Trustee entered into the Amended and Restated Indenture amending and restating the Original Indenture (the Original Indenture as amended and supplemented, the “Amended Indenture”), pursuant to which each of Aon Ireland and AGH provided a guarantee (together, the “Additional Guarantees”) in respect of the Notes pursuant to the terms of the Amended Indenture.

On June 22, 2023, Aon Delaware, Aon Ireland, AGL, AGH, Aon North America, Inc., a Delaware Corporation (“ANA”), and the Trustee entered into a supplemental indenture amending the Amended Indenture, pursuant to which ANA provided a guarantee (the “Additional ANA Guarantee”) in respect of the Notes pursuant to the terms of the Amended Indenture (such Amended Indenture as amended, restated and supplemented, the “Indenture”).

Item 1. Description of Registrant’s Securities to be Registered.

The information required by this item is incorporated herein by reference to the information set forth under the caption “Description of the Securities” in the Prospectus Supplement, dated February 23, 2016, and under the caption “Description of Debt Securities and Guarantees” in the accompanying Prospectus, dated September 3, 2015, filed with the Commission on February 25, 2016 and September 3, 2015 respectively.

The information required by this item in relation to the Additional Guarantees is incorporated herein by reference to the information set forth under the caption “Description of Debt Securities and Guarantees” in Exhibit 4.7 to the Current Report on Form 8-K filed with the Commission on April 1, 2020.

The information required by this item in relation to the Additional ANA Guarantee is incorporated herein by reference to the information set forth under the caption “Description of Debt Securities and Guarantees” in the Prospectus, dated June 22, 2023, filed with the Commission on June 22, 2023.

Item 2. Exhibits.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.

Dated: June 22, 2023