Willis Towers Watson (NASDAQ: WTW) officer reports new RSU grants

Rhea-AI Filing Summary

Willis Towers Watson PLC officer Julie Jarecke Gebauer reported routine equity awards related to company compensation plans. On January 15, 2026, she acquired 8.885 WTW ordinary shares at a price of $0 as dividend equivalent rights, bringing her directly held ordinary share balance to 71,622.353 shares, with an additional 534 shares held in each of two management trusts. She also acquired 66.244 restricted share units and 15.3067 restricted share units at $0, tied to the Willis Towers Watson non-qualified deferred savings and stable value excess plans, increasing her restricted share unit holdings to 23,968.5531 and 5,492.6344 units, respectively. These restricted share units and dividend equivalents are designed to settle in 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^*

Gebauer Julie Jarecke

(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)
	Pres.-Health, Wealth & Career

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		8.885(1)	A	$0	71,622.353	D
Ordinary Shares, nominal value $0.000304635 per share								534	I	Dane Adam Gebauer Management Trust UA Feb 18, 2012
Ordinary Shares, nominal value $0.000304635 per share								534	I	Jeffrey Austin Gebauer Management Trust UA Feb 18, 2012

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		66.244(3)		(2)	(2)	Ordinary Shares, nominal value $0.000304635 per share	66.244	$0	23,968.5531	D
Restricted Share Unit	(4)	01/15/2026		A		15.3067(5)		(4)	(4)	Ordinary Shares, nominal value $0.000304635 per share	15.3067	$0	5,492.6344	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/ Julie J. Gebauer 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 Julie Jarecke Gebauer report for WTW on January 15, 2026?

Julie Jarecke Gebauer, an officer of Willis Towers Watson PLC (WTW), reported acquiring 8.885 ordinary shares at $0 as dividend equivalent rights and receiving additional restricted share units credited under company non-qualified compensation plans on January 15, 2026.

How many Willis Towers Watson ordinary shares does Julie Gebauer hold after this Form 4?

After the reported transactions, Julie Gebauer beneficially owns 71,622.353 ordinary shares directly. In addition, 534 ordinary shares are held in the Dane Adam Gebauer Management Trust UA Feb 18, 2012 and another 534 ordinary shares are held in the Jeffrey Austin Gebauer Management Trust UA Feb 18, 2012 as indirect holdings.

What restricted share unit awards did Julie Gebauer report receiving from WTW?

On January 15, 2026, Julie Gebauer reported acquiring 66.244 restricted share units and 15.3067 restricted share units at $0. Following these awards, she holds 23,968.5531 restricted share units under one plan and 5,492.6344 restricted share units under another plan.

How do Julie Gebauer’s restricted share units in WTW settle into ordinary shares?

The filing states that restricted share units settle for Willis Towers Watson ordinary shares on a 1:1 basis. For one plan, settlement occurs 6 months after the reporting person’s termination date. For the stable value excess plan, vested shares settle on the first business day of the month when the NASDAQ Stock Market is open following the earlier of 6 months after separation from service or 30 days after death.

What are the dividend equivalent rights mentioned in the WTW Form 4 for Julie Gebauer?

The filing explains that dividend equivalent rights accrued on Julie Gebauer’s previously reported restricted share unit award and will vest on the same schedule as that award. Each dividend equivalent right is described as the economic equivalent of one WTW ordinary share, and these rights resulted in the credited 8.885 ordinary shares at $0.

Which Willis Towers Watson compensation plans are involved in Julie Gebauer’s reported RSUs?

The restricted share units are linked to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees and the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees. The filing notes that dividends and company matching contributions under these plans are credited to the participant’s account in the form of restricted share units.