Willis Towers Watson (WTW) CEO receives dividend-based shares and RSUs

Rhea-AI Filing Summary

Willis Towers Watson chief executive Carl Aaron Hess reported equity awards tied to company plans on 2026-07-15. He acquired 51.9050 ordinary shares through dividend equivalent rights on previously reported restricted share units and received new restricted share units representing 28.3525 and 35.1458 underlying ordinary shares credited under non-qualified deferred compensation plans, bringing his directly held position to 117547.8266 ordinary shares and plan-based restricted share unit balances of 8458.6896 and 10557.2873 units.

Insider Trade Summary

Net Buyer: 51.905 shares

Net Buy 3 txns

Insider Hess Carl Aaron

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Unit F2, F3	35.146	$0.00	--
Grant/Award	Restricted Share Unit F4, F5	28.353	$0.00	--
Grant/Award	Ordinary Shares, nominal value $0.000304635 per share F1	51.905	$0.00	--

Holdings After Transaction: Restricted Share Unit — 19,015.9769 shares (Direct); Ordinary Shares, nominal value $0.000304635 per share — 117,547.8266 shares (Direct)

Footnotes (5)

1. F1. The dividend equivalent rights accrued on the reporting person's previously reported restricted share unit awards 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. F2. 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. F3. 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. F4. 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. F5. 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.

Key Figures

Ordinary shares acquired: 51.9050 shares Ordinary shares held after transaction: 117547.8266 shares RSUs acquired under Excess Plan: 28.3525 units +3 more

6 metrics

Ordinary shares acquired 51.9050 shares Dividend equivalent rights credited on 2026-07-15

Ordinary shares held after transaction 117547.8266 shares Directly held ordinary shares following 2026-07-15 award

RSUs acquired under Excess Plan 28.3525 units Restricted share units credited under the Non-Qualified Stable Value Excess Plan

RSUs acquired under Deferred Savings Plan 35.1458 units Restricted share units credited under the Non-Qualified Deferred Savings Plan

RSU balance under Excess Plan after award 8458.6896 units Total restricted share units under the Excess Plan after 2026-07-15

RSU balance under Deferred Savings Plan after award 10557.2873 units Total restricted share units under the Deferred Savings Plan after 2026-07-15

Key Terms

dividend equivalent rights, Restricted Share Unit, Non-Qualified Deferred Savings Plan, Non-Qualified Stable Value Excess Plan

4 terms

dividend equivalent rights financial

"The dividend equivalent rights accrued on the reporting person's previously reported"

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.

Restricted Share Unit financial

"Restricted share units settle for Ordinary Shares, nominal value $0.000304635 per share"

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.

Non-Qualified Deferred Savings Plan financial

"pursuant to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees"

Non-Qualified Stable Value Excess Plan financial

"pursuant to the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/17/2026 - 04:08 PM Accepted by SEC EDGAR 07/17/2026 - 04:08 PM Learn about SEC filing dates

FAQ

What insider transactions did Willis Towers Watson (WTW) CEO Carl Aaron Hess report on 2026-07-15?

On 2026-07-15, CEO Carl Aaron Hess reported equity awards rather than open-market trades. He acquired 51.9050 ordinary shares via dividend equivalent rights and received restricted share units totaling 28.3525 and 35.1458 underlying shares under company deferred compensation plans.

How many Willis Towers Watson (WTW) ordinary shares does Carl Aaron Hess hold after these awards?

After the reported awards, Carl Aaron Hess directly holds 117547.8266 Willis Towers Watson ordinary shares. This figure reflects his direct ownership position following the 51.9050-share dividend equivalent credit recorded on 2026-07-15.

What are dividend equivalent rights in the context of WTW CEO Carl Aaron Hess’s awards?

The dividend equivalent rights credited to Carl Aaron Hess accrue on previously reported restricted share units and vest on the same schedule. Each dividend equivalent right is described as the economic equivalent of one WTW ordinary share, effectively mirroring dividend value in share-based form.

What restricted share units did the WTW CEO receive under non-qualified deferred compensation plans?

Carl Aaron Hess received restricted share units representing 28.3525 underlying ordinary shares under the Non-Qualified Stable Value Excess Plan and 35.1458 shares under the Non-Qualified Deferred Savings Plan, both credited from dividends, deferral elections, and company matching contributions to his plan accounts.

When will Carl Aaron Hess’s Willis Towers Watson (WTW) restricted share units settle into ordinary shares?

For one plan, vested restricted share units settle into ordinary shares on a 1:1 basis six months after separation from service or shortly after death. For the other, vested units settle 1:1 on the first eligible business day after similar separation or death triggers.

Were Carl Aaron Hess’s July 2026 WTW equity awards made under a Rule 10b5-1 trading plan?

The reported awards are not indicated as made under a Rule 10b5-1 trading plan. The report’s Rule 10b5-1 checkbox is not marked as plan-based, and the descriptive footnotes do not reference any pre-arranged trading plan for these transactions.

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)
07/15/2026

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	07/15/2026		A		51.905(1)	A	$0	117,547.8266	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
Restricted Share Unit	(2)	07/15/2026		A		35.1458(3)		(2)	(2)	Ordinary Shares, nominal value $0.000304635 per share	35.1458	$0	10,557.2873	D
Restricted Share Unit	(4)	07/15/2026		A		28.3525(5)		(4)	(4)	Ordinary Shares, nominal value $0.000304635 per share	28.3525	$0	8,458.6896	D

Explanation of Responses:

1. The dividend equivalent rights accrued on the reporting person's previously reported restricted share unit awards 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/ Carl A. Hess by Gary Pang, Attorney-in-Fact (power of attorney previously filed)	07/17/2026
	** 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)