WTW CEO Hess awarded additional shares and RSUs

Willis Towers Watson PLC Chief Executive Officer Carl Aaron Hess reported compensation-related share acquisitions on April 15, 2026.

Rhea-AI Filing Summary

Willis Towers Watson PLC Chief Executive Officer Carl Aaron Hess reported compensation-related share acquisitions on April 15, 2026. He received 31.6547 restricted share units and 27.5793 restricted share units, each economically equivalent to one WTW ordinary share, mainly as dividend equivalents under company deferred compensation plans.

Hess also acquired 48.2990 ordinary shares credited through the company’s non-qualified savings and excess plans. Following these awards, he directly holds 108,141.0052 ordinary shares and continues to hold restricted share units that generally settle into ordinary shares on a 1:1 basis under the plans’ post-termination settlement schedules.

Insider Trade Summary

Grant/Award: 107.533 shares

Grant/Award 3 txns

Insider Hess Carl Aaron

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Unit	31.6547	$0.00	$0.00
Grant/Award	Restricted Share Unit	27.5793	$0.00	$0.00
Grant/Award	Ordinary Shares, nominal value $0.000304635 per share	48.299	$0.00	$0.00

Holdings After Transaction: Restricted Share Unit — 18,858.9695 contracts (Direct); Ordinary Shares, nominal value $0.000304635 per share — 108,141.0052 shares (Direct)

Footnotes (5)

1. F1. The dividend equivalent rights accrued on the reporting person's restricted share unit award and vest based on the same vesting schedule applicable to the underlying restricted share unit award. Each dividend equivalent right is the economic equivalent of one WTW Ordinary Share.
2. F2. 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. F3. 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. F4. 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. F5. 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.

Key Figures

RSUs granted (lot 1): 31.6547 units RSUs granted (lot 2): 27.5793 units Ordinary shares acquired: 48.2990 shares +3 more

6 metrics

RSUs granted (lot 1) 31.6547 units Restricted share units acquired on April 15, 2026

RSUs granted (lot 2) 27.5793 units Restricted share units acquired on April 15, 2026

Ordinary shares acquired 48.2990 shares Ordinary shares credited on April 15, 2026

Total ordinary shares held 108,141.0052 shares Direct holdings after transactions

RSU balance (lot 1) 10,438.3305 units Total RSUs of first type following transaction

RSU balance (lot 2) 8,420.6390 units Total RSUs of second type following transaction

Key Terms

dividend equivalent rights, restricted share units, Non-Qualified Deferred Savings Plan, Non-Qualified Stable Value Excess Plan, +1 more

5 terms

dividend equivalent rights financial

"The dividend equivalent rights accrued on the reporting person's restricted share unit award and vest..."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

restricted share units financial

"Restricted share units settle for Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis..."

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.

Non-Qualified Deferred Savings Plan financial

"Represents dividends acquired pursuant to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees..."

Non-Qualified Stable Value Excess Plan financial

"Vested shares under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees settle for Ordinary Shares..."

matching contribution financial

"including the participant's deferral election under the Plan and the Company's matching contribution on the participant's deferral election..."

An employer’s matching contribution is when a company adds money to an employee’s retirement or savings account based on the employee’s own contributions, like a store offering to top up a customer’s purchase to reach a discount threshold. It matters to investors because matching increases a firm’s compensation costs and can improve staff retention and morale, which affect productivity, cash flow and long-term liabilities that influence a company’s financial outlook.

FAQ

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

What insider transactions did WTW CEO Carl Hess report on April 15, 2026?

Carl Hess reported acquiring restricted share units and ordinary shares on April 15, 2026. Awards included small increments of stock-linked units and shares credited under Willis Towers Watson’s non-qualified savings and excess plans as part of his compensation and dividend accumulation.

How many Willis Towers Watson shares and units did the CEO acquire in this Form 4?

The CEO acquired 31.6547 restricted share units, 27.5793 restricted share units, and 48.2990 ordinary shares. These amounts reflect dividend equivalents and plan-related credits, each restricted share unit generally corresponding to one WTW ordinary share under the applicable plan terms.

What is Carl Hess’s direct Willis Towers Watson share ownership after these transactions?

After these transactions, Carl Hess directly holds 108,141.0052 WTW ordinary shares. This figure reflects his updated non-derivative ownership position, separate from his additional holdings of restricted share units that are scheduled to settle into ordinary shares under defined plan timelines.

How do WTW restricted share units for Carl Hess settle into ordinary shares?

Restricted share units settle into WTW ordinary shares on a 1:1 basis. Under the plans, settlement generally occurs six months after the reporting person’s termination date or, for certain vested shares, on specific dates following separation from service or the participant’s death.

What are dividend equivalent rights mentioned in the WTW CEO’s Form 4 footnotes?

Dividend equivalent rights are credits that mirror dividends on underlying restricted share units. For Carl Hess, these rights accrue on his restricted share unit awards and vest on the same schedule, with each dividend equivalent right economically matching one Willis Towers Watson ordinary share.

Which Willis Towers Watson employee plans are involved in these CEO share awards?

The Form 4 references the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees and the Non-Qualified Stable Value Excess Plan. Under these plans, participant deferrals and company matching contributions are credited in the form of restricted share units tied to WTW ordinary shares.

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

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Accepted by SEC EDGAR 04/17/2026 - 04:36 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^*

Hess Carl Aaron

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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	04/15/2026		A		48.299(1)	A	$0	108,141.0052	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
Restricted Share Unit	(2)	04/15/2026		A		31.6547(3)		(2)	(2)	Ordinary Shares, nominal value $0.000304635 per share	31.6547	$0	10,438.3305	D
Restricted Share Unit	(4)	04/15/2026		A		27.5793(5)		(4)	(4)	Ordinary Shares, nominal value $0.000304635 per share	27.5793	$0	8,420.639	D

Explanation of Responses:

1. The dividend equivalent rights accrued on the reporting person's restricted share unit award and vest based on the same vesting schedule applicable to the underlying restricted share unit 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/ Carl A. Hess by Gary Pang, Attorney-in-Fact (power of attorney previously filed)	04/17/2026
	** 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)