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Willis Towers Watson (WTW) CHRO receives new share and RSU awards

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

Rhea-AI Filing Summary

Willis Towers Watson PLC reported that Chief Human Resources Officer Kristy D. Banas received small equity-based awards tied to dividends and deferred compensation plans. On April 15, 2026, she acquired 3.8715 and 1.8154 restricted share units and 5.0990 ordinary shares, all at a stated price of $0.0000 per share.

The filing notes that dividend equivalent rights on restricted share units are economically equal to one ordinary share and follow the same vesting schedule. Certain restricted share units and vested shares under non-qualified U.S. employee plans settle into ordinary shares on a 1:1 basis after separation from service or death, based on the plan terms.

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Insider Banas Kristy D
Role Chief Human Resources Officer
Type Security Shares Price Value
Grant/Award Restricted Share Unit 3.872 $0.00 --
Grant/Award Restricted Share Unit 1.815 $0.00 --
Grant/Award Ordinary Shares, nominal value $0.000304635 per share 5.099 $0.00 --
Holdings After Transaction: Restricted Share Unit — 1,290.504 shares (Direct); Ordinary Shares, nominal value $0.000304635 per share — 10,625.246 shares (Direct)
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.
RSUs granted (award 1) 3.8715 restricted share units Grant on April 15, 2026; tied to ordinary shares 1:1
RSUs granted (award 2) 1.8154 restricted share units Grant on April 15, 2026; tied to ordinary shares 1:1
Ordinary shares acquired 5.0990 shares Grant on April 15, 2026 at $0.0000 per share
RSU holdings after award 1 1290.5041 units Total restricted share units following first April 15, 2026 grant
RSU holdings after award 2 554.3512 units Total restricted share units following second April 15, 2026 grant
Ordinary share holdings 10625.2462 shares Total ordinary shares directly held after April 15, 2026 grant
Stated transaction price $0.0000 per share Recorded price for all three April 15, 2026 award transactions
Restricted Share Unit financial
"security_title: "Restricted Share Unit""
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"
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.
Non-Qualified Deferred Savings Plan for U.S. Employees financial
"pursuant to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees"
Non-Qualified Stable Value Excess Plan for U.S. Employees financial
"pursuant to the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees"
matching contribution financial
"the Company's matching contribution on the participant's deferral election credited to the participant's account"
An employer’s matching contribution is when a company adds money to an employee’s retirement or savings account based on the employee’s own contributions, like a store offering to top up a customer’s purchase to reach a discount threshold. It matters to investors because matching increases a firm’s compensation costs and can improve staff retention and morale, which affect productivity, cash flow and long-term liabilities that influence a company’s financial outlook.
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*
Banas Kristy D

(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)
Chief Human Resources Officer
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 share04/15/2026A5.099(1)A$010,625.2462D
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)04/15/2026A3.8715(3) (2) (2)Ordinary Shares, nominal value $0.000304635 per share3.8715$01,290.5041D
Restricted Share Unit(4)04/15/2026A1.8154(5) (4) (4)Ordinary Shares, nominal value $0.000304635 per share1.8154$0554.3512D
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/ Kristy D. Banas 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 insider transactions did Willis Towers Watson (WTW) report for Kristy D. Banas?

Kristy D. Banas received small equity awards on April 15, 2026. She acquired 3.8715 and 1.8154 restricted share units and 5.0990 ordinary shares, all recorded at a price of $0.0000 per share, reflecting compensation and dividend-related credits rather than open-market purchases.

Were the Willis Towers Watson (WTW) transactions open-market buys or compensation awards?

The transactions are classified as grant or award acquisitions, not open-market purchases. All three entries use transaction code “A” and a price of $0.0000 per share, indicating equity-based compensation and dividend credits rather than discretionary buying in the public market.

How do the restricted share units for Willis Towers Watson (WTW) settle into ordinary shares?

Restricted share units settle into Willis Towers Watson ordinary shares on a 1:1 basis. One footnote states that these units convert into ordinary shares six months after the reporting person’s termination date, following the vesting and settlement rules described for the non-qualified employee plans.

What are dividend equivalent rights in the Willis Towers Watson (WTW) Form 4?

Dividend equivalent rights accrue on restricted share unit awards and vest on the same schedule as the underlying units. Each dividend equivalent right is described as economically equivalent to one Willis Towers Watson ordinary share, effectively mirroring dividend benefits associated with share ownership.

Which Willis Towers Watson (WTW) employee plans are referenced in the Form 4 footnotes?

The filing references the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees and the Non-Qualified Stable Value Excess Plan. Both plans credit participant deferrals and company matching contributions in the form of restricted share units tied to Willis Towers Watson ordinary shares.