What are the terms of Lucy Clarke’s new restricted share units in WTW?

Clarke’s new grant comprises 1,760.995 time-based restricted share units, each representing the right to receive an ordinary share of Willis Towers Watson. According to the filing, these RSUs vest ratably over three years on the first, second, and third anniversaries of the April 20 grant date.

Willis Towers Watson (WTW) executive logs RSU award and tax-share withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Willis Towers Watson plc executive Lucy Clarke reported routine equity compensation changes. On April 20, she received 1,760.995 time-based restricted share units (RSUs), each representing a right to receive an ordinary share that will vest in three equal annual installments. On April 21, 225.495 shares were withheld by the company to cover taxes related to the vesting and settlement of previously granted RSUs, leaving her with 20,821.453 ordinary shares held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Clarke Lucy

Role President of Risk & Broking

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares, nominal value $0.000304635 per share	225.495	$297.64	$67K
Grant/Award	Ordinary Shares, nominal value $0.000304635 per share	1,760.995	$0.00	--

Holdings After Transaction: Ordinary Shares, nominal value $0.000304635 per share — 20,821.453 shares (Direct, null)

Footnotes (1)

Comprised of 1,760.9950 time-based restricted share units ("RSUs"), which represent the right to receive ordinary shares, par value $0.000304635 per share, of the Issuer. The RSUs shall vest ratably over a three-year period as of the first, second and third anniversaries of the grant date. Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of RSUs granted on April 20, 2025.

Key Figures

RSU grant: 1,760.995 units Tax withholding shares: 225.495 shares Post-transaction holdings: 20,821.453 shares +2 more

5 metrics

RSU grant 1,760.995 units Time-based restricted share units granted April 20

Tax withholding shares 225.495 shares Shares withheld April 21 for RSU vesting tax payment

Post-transaction holdings 20,821.453 shares Ordinary shares directly held after April 21 transaction

Withholding price $297.6400 per share Value per share used for tax-withholding disposition

RSU vesting schedule 3 annual installments RSUs vest on first, second and third anniversaries of grant

Key Terms

restricted share units ("RSUs"), time-based restricted share units, vest ratably, tax-withholding disposition, +1 more

5 terms

vest ratably financial

"The RSUs shall vest ratably over a three-year period as of the first, second and third anniversaries"

tax-withholding disposition financial

"Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of RSUs"

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.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

04/22/2026 - 04:04 PM

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^*

Clarke Lucy

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President of Risk & Broking

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares, nominal value $0.000304635 per share	04/20/2026		A		1,760.995⁽¹⁾	A	$0	21,046.948	D
Ordinary Shares, nominal value $0.000304635 per share	04/21/2026		F		225.495⁽²⁾	D	$297.64	20,821.453	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Comprised of 1,760.9950 time-based restricted share units ("RSUs"), which represent the right to receive ordinary shares, par value $0.000304635 per share, of the Issuer. The RSUs shall vest ratably over a three-year period as of the first, second and third anniversaries of the grant date.

2. Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of RSUs granted on April 20, 2025.

	/s/ Lucy Clarke by Gary Pang, Attorney-in-Fact (power of attorney previously filed)	04/22/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Lucy Clarke report at Willis Towers Watson (WTW)?

Lucy Clarke reported receiving 1,760.995 time-based restricted share units on April 20 and a tax-related withholding of 225.495 ordinary shares on April 21. These transactions reflect equity compensation and related tax settlement, not open-market buying or selling of WTW shares.

Were Lucy Clarke’s recent WTW transactions open-market stock purchases or sales?

No, the Form 4 shows no open-market purchases or sales. Clarke received 1,760.995 restricted share units as an equity award and 225.495 shares were withheld by the issuer to satisfy taxes upon RSU vesting, a standard compensation-related mechanism.

How many Willis Towers Watson shares does Lucy Clarke hold after these transactions?

After the April 21 tax-withholding transaction, Lucy Clarke directly holds 20,821.453 ordinary shares of Willis Towers Watson. This total reflects her position following the equity award receipt and the subsequent withholding of 225.495 shares to cover RSU-related tax obligations.

Why were 225.495 Willis Towers Watson shares withheld from Lucy Clarke?

The 225.495 shares were withheld by Willis Towers Watson to pay taxes associated with the vesting and settlement of RSUs granted on April 20, 2025. This type F transaction is a tax-withholding disposition, a common practice for satisfying equity award tax liabilities.