WTW CEO receives RSUs, shares withheld for taxes

Willis Towers Watson PLC Chief Executive Officer Carl Aaron Hess reported compensation-related share transactions.

Rhea-AI Filing Summary

Willis Towers Watson PLC Chief Executive Officer Carl Aaron Hess reported compensation-related share transactions. On April 20, 2026, he received 8,429.997 time-based restricted share units (RSUs) representing ordinary shares at $0.0000 per share, which will vest in equal installments over three years.

On April 21, 2026, 1,234.762 ordinary shares at $297.64 per share were withheld by the company to cover tax obligations tied to RSU vesting. After these transactions, he directly held 115,425.2402 ordinary shares, including 89 shares from dividend equivalent rights.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hess Carl Aaron

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Ordinary Shares, nominal value $0.000304635 per share	1,234.762	$297.64	$368K
Grant/Award	Ordinary Shares, nominal value $0.000304635 per share	8,429.997	$0.00	$0.00

Holdings After Transaction: Ordinary Shares, nominal value $0.000304635 per share — 115,425.2402 shares (Direct)

Footnotes (3)

1. F1. Comprised of 8,429.9970 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. F2. Includes 89 shares relating to dividend equivalent rights that previously accrued on the reporting person's RSU awards and were not included in the prior Form 4 due to processing and settlement on April 21, 2026.
3. F3. 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 size: 8,429.997 RSUs Grant price: $0.0000 per share Tax withholding shares: 1,234.762 shares +4 more

7 metrics

RSU grant size 8,429.997 RSUs Time-based RSUs granted April 20, 2026

Grant price $0.0000 per share RSU award acquisition cost

Tax withholding shares 1,234.762 shares Shares withheld April 21, 2026 for tax payment

Withholding reference price $297.64 per share Value used for tax-withholding disposition

Shares after transactions 115,425.2402 shares Direct ordinary share holdings following transactions

Dividend equivalent shares 89 shares Shares from dividend equivalent rights processed April 21, 2026

RSU vesting period 3 years RSUs vest ratably on first three anniversaries of grant

Key Terms

restricted share units, dividend equivalent rights, withholding of shares, vest ratably, +1 more

5 terms

restricted share units financial

"Comprised of 8,429.9970 time-based restricted share units ("RSUs"), which represent the right to receive ordinary shares"

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.

dividend equivalent rights financial

"Includes 89 shares relating to dividend equivalent rights that previously accrued on the reporting person's RSU awards"

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.

withholding of shares financial

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

vest ratably financial

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

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

FAQ

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

What transactions did WTW CEO Carl Hess report on this Form 4?

Carl Hess reported an RSU grant and a related tax withholding. He received 8,429.997 restricted share units on April 20, 2026, and 1,234.762 ordinary shares were withheld on April 21, 2026 to satisfy tax obligations from RSU vesting.

How many Willis Towers Watson (WTW) RSUs were granted to the CEO and how do they vest?

He was granted 8,429.997 time-based restricted share units representing ordinary shares. According to the disclosure, these RSUs vest ratably over three years, with one-third vesting on each of the first, second, and third anniversaries of the April 20, 2026 grant date.

What was the purpose of the 1,234.762 WTW shares disposed of on April 21, 2026?

The 1,234.762 ordinary shares were withheld by Willis Towers Watson to cover tax payments. This withholding was related to the vesting and settlement of RSUs that were originally granted on April 20, 2025, and does not represent an open-market sale by the CEO.

What are Carl Hess’s direct WTW share holdings after these Form 4 transactions?

After the reported grant and tax withholding, Carl Hess directly held 115,425.2402 ordinary shares. This total includes 89 additional shares that accrued as dividend equivalent rights on prior RSU awards and were processed and settled on April 21, 2026.

Were there any open-market purchases or sales by the WTW CEO in this Form 4?

No open-market purchases or sales were reported in this Form 4. The filing shows an award of restricted share units at no cash cost and a share withholding transaction used to satisfy tax obligations arising from RSU vesting and settlement.

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

Dividend equivalent rights are adjustments that credit additional shares tied to dividends on RSU awards. The filing notes 89 shares were added to Carl Hess’s holdings from previously accrued dividend equivalent rights that were processed and settled on April 21, 2026.

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

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Accepted by SEC EDGAR 04/22/2026 - 04:01 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)
04/20/2026

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares, nominal value $0.000304635 per share	04/20/2026		A		8,429.997(1)	A	$0	116,660.0022(2)	D
Ordinary Shares, nominal value $0.000304635 per share	04/21/2026		F		1,234.762(3)	D	$297.64	115,425.2402	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. Comprised of 8,429.9970 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. Includes 89 shares relating to dividend equivalent rights that previously accrued on the reporting person's RSU awards and were not included in the prior Form 4 due to processing and settlement on April 21, 2026.

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

	/s/ Carl A. Hess 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)