Willis Towers Watson (WTW) CEO Hess reports dividend share units

Rhea-AI Filing Summary

Willis Towers Watson PLC Chief Executive Officer and director Carl Aaron Hess reported small equity awards tied to dividend accruals and benefit plans. On 01/15/2026 he acquired 41.051 Ordinary Shares, nominal value $0.000304635 per share, at a stated price of $0, bringing his directly held Ordinary Shares to 85,927.8362.

He was also granted 26.7017 restricted share units and 23.1132 restricted share units at $0. These units represent dividends credited under the company’s Non-Qualified Deferred Savings Plan and Non-Qualified Stable Value Excess Plan for U.S. employees, including participant deferrals and company matching contributions. The restricted share units and related dividend equivalent rights settle into Ordinary Shares on a 1:1 basis under the plans’ specified post-termination or separation schedules.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Hess Carl Aaron

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Unit	26.702	$0.00	--
Grant/Award	Restricted Share Unit	23.113	$0.00	--
Grant/Award	Ordinary Shares, nominal value $0.000304635 per share	41.051	$0.00	--

Holdings After Transaction: Restricted Share Unit — 9,633.25 shares (Direct); Ordinary Shares, nominal value $0.000304635 per share — 85,927.836 shares (Direct)

Footnotes (1)

1. The dividend equivalent rights accrued on the reporting person's previously reported restricted share unit award 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		A		41.051(1)	A	$0	85,927.8362	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)	01/15/2026		A		26.7017(3)		(2)	(2)	Ordinary Shares, nominal value $0.000304635 per share	26.7017	$0	9,633.2501	D
Restricted Share Unit	(4)	01/15/2026		A		23.1132(5)		(4)	(4)	Ordinary Shares, nominal value $0.000304635 per share	23.1132	$0	8,291.0456	D

Explanation of Responses:

1. The dividend equivalent rights accrued on the reporting person's previously reported restricted share unit award 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 Lina Vanessa Jaramillo, Attorney-in-Fact (power of attorney previously filed)	01/16/2026
	** 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.
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FAQ

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

Carl Aaron Hess, Chief Executive Officer and director of Willis Towers Watson PLC (WTW), reported acquisitions of 41.051 Ordinary Shares and additional restricted share units on 01/15/2026, all at a stated price of $0.

How many Willis Towers Watson ordinary shares does Carl Hess hold after the reported transactions?

Following the 01/15/2026 acquisition of 41.051 Ordinary Shares, Carl Hess beneficially owns 85,927.8362 Ordinary Shares directly.

What restricted share unit awards did Carl Hess receive in this WTW Form 4 filing?

On 01/15/2026, Carl Hess acquired 26.7017 restricted share units and 23.1132 restricted share units. These reflect dividends and matching contributions credited under Willis Towers Watson’s Non-Qualified Deferred Savings Plan and Non-Qualified Stable Value Excess Plan for U.S. employees.

How do Carl Hess’s restricted share units in WTW settle into ordinary shares?

The filing states that restricted share units settle into Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis. For certain awards, settlement occurs six months after the reporting person’s termination date; for others under the Stable Value Excess Plan, settlement occurs on the first business day of a month after the earlier of six months following separation from service or 30 days after death.

What are dividend equivalent rights mentioned in Carl Hess’s WTW Form 4?

The dividend equivalent rights are amounts that accrued on a previously reported restricted share unit award and will vest on the same schedule as that award. Each dividend equivalent right is described as the economic equivalent of one WTW Ordinary Share.

Were these WTW insider transactions by Carl Hess purchases or sales for cash?

The reported Form 4 transactions are coded as acquisitions (code A) of Ordinary Shares and restricted share units at a stated price of $0, reflecting dividend-related credits and plan-based awards rather than open-market cash purchases or sales.