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WTW (WTW) leader Gebauer receives new RSUs and updates share holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Gebauer Julie Jarecke reported acquisition or exercise transactions in this Form 4 filing.

Willis Towers Watson PLC executive Julie Jarecke Gebauer reported routine equity-based compensation activity. She received grants of 78.7602 and 18.3171 restricted share units tied to dividend accruals under company non-qualified plans, plus 10.453 ordinary shares credited through plan dividends. Following these awards, she holds 24,421.0207 restricted share units and 76,409.8295 ordinary shares directly, and 534 ordinary shares in each of two management trusts as indirect holdings.

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Insider Gebauer Julie Jarecke
Role Pres.-Health, Wealth & Career
Type Security Shares Price Value
Grant/Award Restricted Share Unit 78.76 $0.00 --
Grant/Award Restricted Share Unit 18.317 $0.00 --
Grant/Award Ordinary Shares, nominal value $0.000304635 per share 10.453 $0.00 --
holding Ordinary Shares, nominal value $0.000304635 per share -- -- --
holding Ordinary Shares, nominal value $0.000304635 per share -- -- --
Holdings After Transaction: Restricted Share Unit — 24,421.021 shares (Direct); Ordinary Shares, nominal value $0.000304635 per share — 76,409.83 shares (Direct); Ordinary Shares, nominal value $0.000304635 per share — 534 shares (Indirect, Dane Adam Gebauer Management Trust UA Feb 18, 2012)
Footnotes (1)
  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. 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. 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. 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. 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.
RSU grant 1 78.7602 units Restricted share units credited on 2026-04-15
RSU grant 2 18.3171 units Additional restricted share units credited on 2026-04-15
Ordinary shares credited 10.4530 shares Ordinary shares credited through plan dividends on 2026-04-15
Direct RSU holdings 24,421.0207 units Restricted share units held directly after transactions
Direct ordinary share holdings 76,409.8295 shares Ordinary shares held directly after transactions
Indirect trust holding (Dane Adam trust) 534.0000 shares Ordinary shares held indirectly via Dane Adam Gebauer Management Trust
Indirect trust holding (Jeffrey Austin trust) 534.0000 shares Ordinary shares held indirectly via Jeffrey Austin Gebauer Management Trust
Restricted share unit financial
"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."
A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.
dividend equivalent rights financial
"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."
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.
Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees financial
"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."
Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees financial
"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."
management trust financial
"Dane Adam Gebauer Management Trust UA Feb 18, 2012"
SEC Form 4
FORM 4UNITED 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*
Gebauer Julie Jarecke

(Last)(First)(Middle)
C/O WILLIS GROUP LIMITED
51 LIME STREET

(Street)
LONDONEC3M 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Pres.-Health, Wealth & Career
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares, nominal value $0.000304635 per share04/15/2026A10.453(1)A$076,409.8295D
Ordinary Shares, nominal value $0.000304635 per share534IDane Adam Gebauer Management Trust UA Feb 18, 2012
Ordinary Shares, nominal value $0.000304635 per share534IJeffrey 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Unit(2)04/15/2026A78.7602(3) (2) (2)Ordinary Shares, nominal value $0.000304635 per share78.7602$024,421.0207D
Restricted Share Unit(4)04/15/2026A18.3171(5) (4) (4)Ordinary Shares, nominal value $0.000304635 per share18.3171$05,592.6401D
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/ Julie J. Gebauer by Gary Pang, Attorney-in-Fact (power of attorney previously filed)04/17/2026
** Signature of Reporting PersonDate
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)

FAQ

What did WTW executive Julie Jarecke Gebauer report in this Form 4?

She reported routine equity-based compensation. Gebauer received additional restricted share units and ordinary shares credited through company non-qualified plans, and disclosed updated direct and indirect share holdings, without any open-market purchases or sales in this filing.

How many restricted share units did WTW’s Gebauer acquire in this filing?

She acquired 78.7602 and 18.3171 restricted share units. These awards relate to dividend accruals under Willis Towers Watson non-qualified plans and are the economic equivalent of ordinary shares, vesting and settling according to each plan’s specific terms.

What are Gebauer’s direct ordinary share holdings in Willis Towers Watson after these transactions?

After these transactions, Gebauer directly holds 76,409.8295 ordinary shares. This figure reflects her updated position following the 10.453 ordinary shares credited through plan-related dividends and any prior holdings already reported in earlier filings.

How do the WTW non-qualified plans affect Gebauer’s restricted share unit awards?

The non-qualified plans credit dividend equivalents and matching contributions as restricted share units. These units are economically equivalent to ordinary shares and generally settle for Willis Towers Watson ordinary shares on a 1:1 basis according to the vesting and settlement schedules described in the plans.

What indirect holdings does Gebauer report through management trusts at WTW?

She reports 534 ordinary shares held indirectly in each of two management trusts. These trusts, named for Dane Adam Gebauer and Jeffrey Austin Gebauer, represent indirect ownership positions separate from her direct individual share and restricted share unit holdings.