Willis Towers Watson (WTW) CEO logs large equity award and tax share withholding

Rhea-AI Filing Summary

Willis Towers Watson CEO Carl Aaron Hess reported equity award transactions involving the company’s ordinary shares. On February 25, he acquired 55,419 shares through a grant at a price of $0.0000 per share, tied to performance-based restricted share units earned for a period ending on December 31, 2025.

Each earned unit represents one ordinary share, vesting on April 1, 2026, and includes additional units from dividend equivalents. On February 26, 2,104 shares were disposed of in a tax-withholding transaction at $296.84 per share to cover FICA and income tax obligations. Following these transactions, he directly owned 139,242.8362 ordinary shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hess Carl Aaron

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares, nominal value $0.000304635 per share	2,104	$296.84	$625K
Grant/Award	Ordinary Shares, nominal value $0.000304635 per share	55,419	$0.00	--

Holdings After Transaction: Ordinary Shares, nominal value $0.000304635 per share — 139,242.836 shares (Direct)

Footnotes (1)

1. Represents the number of performance-based restricted share units earned upon the certification of the achievement of certain pre-established performance goals for the performance period that ended on December 31, 2025. Each earned unit represents the right to receive one ordinary share of the Issuer upon the satisfaction of the service-based vesting requirement on April 1, 2026, subject to the terms of the award agreement. This number also includes the number of ordinary shares of the Issuer that are issuable pursuant to the dividend equivalent right under the terms of the award agreement providing for the accrual of dividends in the form of additional restricted share units that vest and are payable at the same time as the underlying performance-based restricted share units. Represents the number of ordinary shares of the Issuer withheld by the Issuer from the ordinary shares that are eventually eligible to be issued upon the vesting date of April 1, 2026 to satisfy the reporting person's FICA and income tax withholding obligations relating to the number of performance-based restricted share units that were deemed to be earned as of the performance goal attainment level certification date and to be eligible to vest on the vesting date and based on the reporting person's retirement-vesting eligibility status as of the performance goal attainment level certification date.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hess Carl Aaron

(Last) (First) (Middle)

C/O WILLIS GROUP LIMITED

51 LIME STREET

(Street)

LONDON X0 EC3M 7DQ

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WILLIS TOWERS WATSON PLC [ WTW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares, nominal value $0.000304635 per share	02/25/2026		A		55,419(1)	A	$0	141,346.8362	D
Ordinary Shares, nominal value $0.000304635 per share	02/26/2026		F		2,104(2)	D	$296.84	139,242.8362	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of performance-based restricted share units earned upon the certification of the achievement of certain pre-established performance goals for the performance period that ended on December 31, 2025. Each earned unit represents the right to receive one ordinary share of the Issuer upon the satisfaction of the service-based vesting requirement on April 1, 2026, subject to the terms of the award agreement. This number also includes the number of ordinary shares of the Issuer that are issuable pursuant to the dividend equivalent right under the terms of the award agreement providing for the accrual of dividends in the form of additional restricted share units that vest and are payable at the same time as the underlying performance-based restricted share units.

2. Represents the number of ordinary shares of the Issuer withheld by the Issuer from the ordinary shares that are eventually eligible to be issued upon the vesting date of April 1, 2026 to satisfy the reporting person's FICA and income tax withholding obligations relating to the number of performance-based restricted share units that were deemed to be earned as of the performance goal attainment level certification date and to be eligible to vest on the vesting date and based on the reporting person's retirement-vesting eligibility status as of the performance goal attainment level certification date.

	/s/ Carl A. Hess by Gary Pang, Attorney-in-Fact (power of attorney previously filed)	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity award did Willis Towers Watson (WTW) CEO Carl Hess receive?

Carl Hess received a grant of 55,419 ordinary shares at $0.0000 per share, representing performance-based restricted share units earned for a period ending December 31, 2025, plus dividend-equivalent units that vest on April 1, 2026, under the award agreement.

Why did Carl Hess dispose of Willis Towers Watson (WTW) shares in this Form 4?

The 2,104 ordinary shares were disposed of to satisfy FICA and income tax withholding obligations. These shares were withheld by the issuer in connection with performance-based restricted share units deemed earned and eligible to vest on April 1, 2026.

What does the February 25, 2026 acquisition in WTW stock represent?

The February 25 acquisition represents earned performance-based restricted share units that converted into 55,419 ordinary shares. Each unit entitles Carl Hess to one share, including additional units from dividend equivalents, subject to service-based vesting on April 1, 2026.

How many Willis Towers Watson (WTW) shares does Carl Hess hold after these transactions?

After the reported grant and tax-withholding disposition, Carl Hess directly holds 139,242.8362 ordinary shares. This figure reflects his ownership following the 55,419-share award and the 2,104 shares withheld to cover applicable tax obligations.

Are the reported WTW transactions open-market buys or sales by Carl Hess?

No, the transactions are equity award-related. The acquisition is a grant of performance-based restricted share units converting to shares, while the disposition is issuer withholding of 2,104 shares at $296.84 solely to satisfy FICA and income tax obligations.