WTW director has shares withheld for tax payment

Willis Towers Watson director Stephen M. Chipman reported a routine tax-related share disposition.

Rhea-AI Filing Summary

Willis Towers Watson director Stephen M. Chipman reported a routine tax-related share disposition. On May 15, 2026, 340.635 ordinary shares were withheld by the company at $247.64 per share to cover tax obligations tied to vesting restricted share units. Following this withholding, he directly holds 1,347.020 ordinary shares. The footnote explains this was connected to the vesting and settlement of 709.655 restricted share units granted on May 15, 2025, indicating a compensation and tax event rather than an open-market sale.

Insights

Equity compensation analyst

Routine tax withholding tied to equity vesting, not an open-market sale.

The transaction shows 340.635 ordinary shares withheld at $247.64 per share to satisfy tax obligations from vesting restricted share units. Code F and the description confirm this is a payment of tax liability using shares.

The footnote links the event to the vesting and settlement of 709.655 restricted share units granted on May 15, 2025. After the withholding, Stephen M. Chipman directly holds 1,347.020 shares, indicating he retains an equity stake and that this filing reflects a standard compensation-related mechanism.

Insider Trade Summary

Exercise Price or Tax Liability: 340.635 shares

Exercise Price or Tax Liability 1 txn

Insider Chipman Stephen M.

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 — 1,347.02 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: 1,347.020 shares +1 more

4 metrics

Shares withheld for taxes 340.635 shares Tax-withholding disposition on May 15, 2026

Withholding price per share $247.64 per share Ordinary shares used for tax payment

Shares held after transaction 1,347.020 shares Direct holdings following tax withholding

RSUs vesting underlying event 709.655 restricted share units RSUs granted on May 15, 2025 that vested

Key Terms

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

4 terms

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.

restricted share units financial

"the 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.

Ordinary Shares, nominal value $0.000304635 per share financial

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

transaction code F financial

"transaction_code": "F""

FAQ

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

What did Willis Towers Watson (WTW) director Stephen M. Chipman report in this Form 4?

Stephen M. Chipman reported a tax-withholding disposition of 340.635 ordinary shares. The shares were withheld by Willis Towers Watson to cover taxes owed on recently vested restricted share units, rather than sold on the open market, and he continues to hold shares afterward.

How many Willis Towers Watson (WTW) shares were withheld for Stephen M. Chipman’s tax payment?

A total of 340.635 ordinary shares of Willis Towers Watson were withheld. The shares were valued at $247.64 per share for this tax-withholding event related to equity compensation vesting, as disclosed in the Form 4 transaction details.

How many Willis Towers Watson (WTW) shares does Stephen M. Chipman hold after this transaction?

After the tax-withholding transaction, Stephen M. Chipman directly holds 1,347.020 ordinary shares of Willis Towers Watson. This figure comes from the Form 4’s “shares following transaction” field and reflects his remaining direct equity position post-withholding.

What equity award triggered the tax-withholding shares for Willis Towers Watson (WTW) director Chipman?

The tax withholding is tied to the vesting and settlement of 709.655 restricted share units granted on May 15, 2025. The footnote explains that shares were withheld by the issuer to pay taxes arising from this RSU vesting event.

Was Stephen M. Chipman’s Willis Towers Watson (WTW) transaction an open-market sale of shares?

No, the transaction was not an open-market sale. It is coded F, described as payment of tax liability by delivering securities, meaning 340.635 shares were withheld by the issuer for taxes on RSU vesting, not sold in the market.

What does transaction code F mean in Stephen M. Chipman’s Willis Towers Watson (WTW) Form 4?

Transaction code F signifies payment of an exercise price or tax liability by delivering securities. In this case, it reflects 340.635 shares withheld by Willis Towers Watson to cover taxes from vested restricted share units, a common equity compensation practice.

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

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Accepted by SEC EDGAR 05/18/2026 - 05:14 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^*

Chipman Stephen M.

(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	1,347.02	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/ Stephen M. Chipman, by Lina Vanessa Jaramillo as 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)