Willis Towers Watson (WTW) CFO reports plan share awards from dividends

Rhea-AI Filing Summary

Willis Towers Watson plc Chief Financial Officer Andrew Krasner reported small equity-related awards tied to existing compensation and savings plans. On January 15, 2026, he acquired 11.278 ordinary shares at a price of $0, representing dividend equivalent rights on a previously reported restricted share unit award, with each right economically equal to one ordinary share.

He also acquired 5.6395 restricted share units through the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees and 1.9883 restricted share units through the Non-Qualified Stable Value Excess Plan for U.S. Employees, both at $0 per unit. Following these transactions, he held 4,037.943 ordinary shares directly and 12,055.6308 ordinary shares indirectly through a revocable trust, plus restricted share unit balances of 2,077.3453 and 724.2095 units that settle into ordinary shares on a 1:1 basis under the plan terms.

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

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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^*

Krasner Andrew Jay

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		A		11.278(1)	A	$0	4,037.943	D
Ordinary Shares, nominal value $0.000304635 per share								12,055.6308	I	Revocable Trust

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
Restricted Share Unit	(2)	01/15/2026		A		5.6395(3)		(2)	(2)	Ordinary Shares, nominal value $0.000304635 per share	5.6395	$0	2,077.3453	D
Restricted Share Unit	(4)	01/15/2026		A		1.9883(5)		(4)	(4)	Ordinary Shares, nominal value $0.000304635 per share	1.9883	$0	724.2095	D

Explanation of Responses:

1. The dividend equivalent rights accrued on the reporting person's previously reported restricted share unit award and will vest based on the same vesting schedule applicable to the underlying award. Each dividend equivalent right is the economic equivalent of one WTW Ordinary Share.

2. Restricted share units settle for Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis 6 months after the reporting person's termination date.

3. Represents dividends acquired pursuant to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees (the "Plan"), including the participant's deferral election under the Plan and the Company's matching contribution on the participant's deferral election credited to the participant's account in the form of restricted share units under the Plan.

4. Vested shares under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees settle for Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis on the first business day of the month on which the NASDAQ Stock Market is open for business following the earlier of (i) the date that is 6 months after the reporting person's separation from service and (ii) the date that is 30 days after the reporting person's death.

5. Represents dividends acquired pursuant to the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees (the "Excess Plan"), including the participant's deferral election under the Excess Plan and the Company's matching contribution on the participant's deferral election credited to the participant's account in the form of restricted share units under the Excess Plan.

	/s/ Andrew Krasner by Lina Vanessa Jaramillo, Attorney-in-Fact (power of attorney previously filed)	01/16/2026
	** 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).
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FAQ

What insider activity did WTW CFO Andrew Krasner report on this Form 4?

WTW Chief Financial Officer Andrew Krasner reported acquisitions of 11.278 ordinary shares at $0 per share from dividend equivalent rights and small additions of restricted share units credited under the company’s non-qualified U.S. employee plans.

How many Willis Towers Watson ordinary shares does the WTW CFO now hold directly and indirectly?

After the reported transactions, Andrew Krasner held 4,037.943 WTW ordinary shares directly and 12,055.6308 WTW ordinary shares indirectly through a revocable trust.

What restricted share unit balances did the WTW CFO report on this Form 4?

Following the transactions, Andrew Krasner reported 2,077.3453 restricted share units related to the Non-Qualified Deferred Savings Plan and 724.2095 restricted share units related to the Non-Qualified Stable Value Excess Plan, each settling into WTW ordinary shares on a 1:1 basis under plan terms.

What is the source of the 11.278 WTW ordinary shares acquired by the CFO?

The 11.278 ordinary shares were acquired via dividend equivalent rights on a previously reported restricted share unit award. Each dividend equivalent right is described as the economic equivalent of one WTW ordinary share and followed the same vesting schedule as the underlying award.

How were the new WTW restricted share units for the CFO generated under the company plans?

The 5.6395 restricted share units were credited under the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees, and the 1.9883 units were credited under the Non-Qualified Stable Value Excess Plan. In each case, the filing states they represent dividends, the participant’s deferral elections, and the company’s matching contributions credited in the form of restricted share units.

When do the WTW restricted share units reported by the CFO settle into ordinary shares?

The filing explains that certain restricted share units settle into WTW ordinary shares on a 1:1 basis 6 months after the reporting person’s termination date under one plan, and under the Excess Plan on the first business day of a month the NASDAQ Stock Market is open following the earlier of 6 months after separation from service or 30 days after death.