WTW insider update: RSU dividend equivalents add 40.245 shares

Rhea-AI Filing Summary

Willis Towers Watson plc (WTW) reported an insider equity update for its President of Risk & Broking, Lucy Clarke. On 10/15/2025, she acquired 40.245 ordinary shares at $0 through dividend equivalent rights tied to previously granted time-based RSUs, and had 6 shares withheld by the issuer at $345.45 to cover taxes.

Following these transactions, her directly held balance was 15,719.802 ordinary shares. The filing notes the dividend equivalent rights vest on the same schedule as the underlying RSUs, with each right economically equivalent to one WTW ordinary share.

Insights

Equity compensation analyst

Routine RSU dividend equivalents and tax withholding; neutral impact.

The activity reflects standard equity compensation mechanics. On 10/15/2025, the officer received 40.245 shares via dividend equivalent rights associated with time-based RSUs at a stated price of $0. The issuer withheld 6 shares at $345.45 for taxes.

These transactions are administrative and do not signal a discretionary open-market trade. Each dividend equivalent right equals one WTW ordinary share, vesting in line with the underlying RSUs. The reported direct holding after the events is 15,719.802 shares.

Given the small size and compensation-linked nature, the investment thesis effect is neutral. Actual market impact depends on overall trading volumes and future vesting schedules as they occur per award 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

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^*

Clarke Lucy

(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)
	President of Risk & Broking

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2025

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	10/15/2025		A		40.245(1)	A	$0	15,725.802	D
Ordinary Shares, nominal value $0.000304635 per share	10/15/2025		F		6(2)	D	$345.45	15,719.802	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. The dividend equivalent rights accrued on the reporting person's time-based restricted share unit award and will 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. Withholding of shares by Issuer incident to the tax payment related to the vesting and settlement of dividend equivalent rights accrued on the reporting person's restricted share units granted on October 1, 2024.

	/s/ Lucy Clarke by Gary Pang, Attorney-in-Fact (power of attorney previously filed)	10/17/2025
	** 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.

FAQ

What insider activity did WTW (WTW) report on this Form 4?

On 10/15/2025, Lucy Clarke acquired 40.245 shares via dividend equivalent rights and had 6 shares withheld for taxes at $345.45.

Who is the reporting person and role in WTW (WTW)?

The reporting person is Lucy Clarke, President of Risk & Broking.

How many WTW shares does the officer hold after these transactions?

Directly held shares after the transactions total 15,719.802.

What are dividend equivalent rights in this context?

They accrued on time-based RSUs and vest on the same schedule; each right is economically equivalent to one WTW ordinary share.

Was cash involved in the acquisition of 40.245 shares?

No. The 40.245 shares were acquired at a stated price of $0 through dividend equivalent rights.

Why were 6 shares deducted at $345.45?

They were withheld by the issuer to satisfy tax obligations tied to the vesting/settlement of the dividend equivalent rights.