WTW director shares withheld for tax on RSU vesting

Willis Towers Watson PLC director Michelle R. Swanback disposed of 340.635 ordinary shares through a tax-withholding arrangement tied to equity compensation.

Rhea-AI Filing Summary

Willis Towers Watson PLC director Michelle R. Swanback disposed of 340.635 ordinary shares through a tax-withholding arrangement tied to equity compensation. The shares were withheld by the company at a price of $247.64 per share to cover taxes on the vesting and settlement of 709.655 restricted share units granted on May 15, 2025. After this non-market transaction, she holds 1,923.020 ordinary shares directly.

Insider Trade Summary

Exercise Price or Tax Liability: 340.635 shares

Exercise Price or Tax Liability 1 txn

Insider Swanback Michelle R

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Ordinary Shares, nominal value $0.000304635 per share	340.635	$247.64	$84K

Holdings After Transaction: Ordinary Shares, nominal value $0.000304635 per share — 1,923.02 shares (Direct)

Footnotes (1)

1. F1. Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of 709.655 restricted share units granted on May 15, 2025.

Key Figures

Shares withheld for taxes: 340.635 shares Withholding price per share: $247.64 per share Shares held after transaction: 1,923.020 shares +1 more

4 metrics

Shares withheld for taxes 340.635 shares Tax-withholding disposition on ordinary shares

Withholding price per share $247.64 per share Price used for tax-withholding disposition

Shares held after transaction 1,923.020 shares Direct holdings following tax withholding

Restricted share units vested 709.655 RSUs RSUs granted on May 15, 2025 that vested and settled

Key Terms

restricted share units, tax-withholding disposition, Ordinary Shares, nominal value $0.000304635 per share

3 terms

restricted share units financial

"vesting and settlement of 709.655 restricted share units granted on May 15, 2025"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Ordinary Shares, nominal value $0.000304635 per share financial

"security_title": "Ordinary Shares, nominal value $0.000304635 per share""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did WTW director Michelle Swanback report on this Form 4?

Michelle Swanback reported a tax-related disposition of 340.635 Willis Towers Watson ordinary shares. The shares were withheld by the company to satisfy tax obligations arising from the vesting and settlement of previously granted restricted share units, rather than sold in the open market.

Was Michelle Swanback’s WTW share transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were retained by the issuer to pay taxes connected to the vesting and settlement of restricted share units, which is a common, mechanical step in equity compensation programs for executives and directors.

How many Willis Towers Watson shares were withheld for taxes in this Form 4?

A total of 340.635 ordinary shares of Willis Towers Watson were withheld. The withholding occurred at a price of $247.64 per share and was used to cover tax liabilities triggered when a block of restricted share units vested and settled into shares for the reporting person.

How many WTW shares does Michelle Swanback hold after this tax-withholding transaction?

Following the tax-withholding disposition, Michelle Swanback directly holds 1,923.020 Willis Towers Watson ordinary shares. This figure reflects her position after 340.635 shares were withheld by the issuer to satisfy taxes associated with the vesting and settlement of restricted share units granted earlier.

What equity award triggered the WTW tax-withholding disposition for Michelle Swanback?

The tax-withholding disposition was triggered by the vesting and settlement of 709.655 restricted share units. These units were granted on May 15, 2025, and when they converted into shares, a portion was automatically withheld by Willis Towers Watson to pay the related tax obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 05:12 PM Learn about SEC filing dates

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^*

Swanback Michelle R

(Last) (First) (Middle)

C/O WILLIS GROUP LIMITED

51 LIME STREET

(Street)

LONDON EC3M 7DQ

(City) (State) (Zip)

UNITED KINGDOM

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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	05/15/2026		F		340.635(1)	D	$247.64	1,923.02	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. Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of 709.655 restricted share units granted on May 15, 2025.

	/s/ Michelle R. Swanback by Lina Vanessa Jaramillo, Attorney-in-Fact (power of attorney attached)	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)