Willis Towers SEC Filings

Willis North America Inc. is offering $1,000,000,000 of senior unsecured notes, split between $700,000,000 4.550% notes due March 15, 2031 and $300,000,000 5.150% notes due March 15, 2036. The notes are guaranteed on a senior unsecured basis by Willis Towers Watson Public Limited Company and key holding subsidiaries and are expected to be listed on The International Stock Exchange in Jersey.

The company expects net proceeds of approximately $990,000,000. If the planned Newfront Acquisition closes, the funds, together with other financing, will help pay up to $1,300,000,000 of consideration and refinance $550,000,000 4.400% notes due 2026; if it does not close, proceeds will instead repay those 2026 notes and redeem the 2036 notes at 101% plus interest under a special mandatory redemption. Both series include optional redemption and a 101% change of control repurchase feature, and investors face structural subordination, refinancing and guarantee enforceability risks highlighted in the risk factors.

Willis North America Inc., a subsidiary of Willis Towers Watson, is offering two new series of senior unsecured notes fully and unconditionally guaranteed by key group holding companies. The notes rank equally with the group’s other unsecured, unsubordinated debt and may be redeemed early at make‑whole prices, or at par after defined par call dates, and at 101% plus interest following certain change of control events.

The offering is being launched ahead of WTW’s planned acquisition of Newfront Insurance Holdings, Inc. for up to $1.3 billion, combining cash, equity to employees and performance‑based contingent consideration, with a potential additional $150 million earn‑out tied to above‑target revenue growth. If the Newfront deal closes, net proceeds, together with other funding, will help pay the acquisition consideration and fully repay $550 million of 4.400% senior notes due March 15, 2026; if it does not close, proceeds will instead be used to repay those 2026 notes and redeem one series of the new notes at 101% plus accrued interest, with any remainder for general corporate purposes.

Key risks include WTW’s holding‑company structure, potential limitations on guarantee enforceability under U.S., UK and Irish insolvency laws, the possibility that the Newfront acquisition is delayed or not completed, rating and liquidity uncertainties for the notes, and the chance investors in the acquisition‑linked tranche face an early mandatory redemption and reinvestment risk.

Willis Towers Watson plc (WTW) reported a small insider transaction by its Global Head of Geographies. On 11/25/2025, 42 ordinary shares were disposed of with transaction code F, meaning the shares were withheld by the company to cover the insider’s FICA and income tax obligations. The shares are shown at a price of $317.52. After this tax withholding, the reporting person directly beneficially owns 7,866.883 ordinary shares.

Willis Towers Watson plc (WTW) reported a routine insider transaction by its Principal Accounting Officer and Controller, Joseph S. Kurpis. The Form 4 shows that on 11/25/2025, the company withheld 2 ordinary shares of WTW from the officer.

These shares were withheld at a price of $317.52 per share to cover the officer's FICA and income tax obligations. After this tax withholding, the reporting person beneficially owns 1,201.854 ordinary shares of WTW, held directly.

Willis Towers Watson plc (WTW) Chief Executive Officer and Director Carl A. Hess reported a routine share withholding transaction. On 11/25/2025, the issuer withheld 264 ordinary shares at a price of $317.52 per share to cover his FICA and income tax obligations related to equity compensation. After this tax withholding, Hess beneficially owns 85,858.9347 ordinary shares directly. This filing reflects an administrative tax-settlement event rather than an open-market purchase or sale.

Willis Towers Watson plc executive reports tax-related share withholding

Julie J. Gebauer, President of Health, Wealth & Career at Willis Towers Watson plc, filed a Form 4 reporting a non-discretionary transaction in company stock. On 11/25/2025, 40 ordinary shares were withheld by the issuer at a price of $317.52 per share to cover her FICA and income tax obligations. After this withholding, she beneficially owns 71,613.468 ordinary shares directly. In addition, 534 ordinary shares are held indirectly in each of two separate management trusts.

Willis Towers Watson plc (WTW) reported a routine insider transaction by its General Counsel, Matthew Furman. On 11/25/2025, the company withheld 51 ordinary shares coded as transaction type "F" to cover the reporting person's FICA and income tax withholding obligations. After this tax-related withholding, Furman beneficially owns 35,365.611 ordinary shares directly. This event reflects administrative share withholding rather than an open-market purchase or sale.

Willis Towers Watson (WTW) insider activity: On 11/05/2025, officer Imran Qureshi (Global Head of Geographies) reported the acquisition of 17.9492 restricted share units (RSUs) under the company’s Non‑Qualified Stable Value Excess Plan for U.S. Employees. Following this transaction, he beneficially owned 1,635.5436 derivative securities.

The RSUs are designed to settle into Ordinary Shares on a 1:1 basis under the plan’s terms, generally on the first business day of a month the NASDAQ Stock Market is open after specified separation or death triggers.

Willis Towers Watson plc (WTW) reported an insider equity change. Officer Anne Pullum (Co‑Head of Corporate Dev.) reported the acquisition of 6.0082 restricted share units on 11/05/2025 at a price of $0, reflecting plan accruals. Following this transaction, she beneficially owns 897.1511 derivative securities.

The RSUs relate to the company’s Non‑Qualified Stable Value Excess Plan for U.S. Employees and settle into Ordinary Shares on a 1:1 basis under plan terms, with settlement occurring on the first business day of the month after specified service‑separation or death‑related triggers.