Carl A. Hess - Feb 25, 2025 Form 4 Insider Report for WILLIS TOWERS WATSON PLC (WTW)

Role: Chief Executive Officer, Director
Signature: /s/ Carl A. Hess by Lina Vanessa Jaramillo, Attorney-in-Fact (power of attorney previously filed)
Stock symbol: WTW
Transactions as of: Feb 25, 2025
Transactions value $: -$448,974
Form type: 4
Date filed: 2/27/2025, 05:18 PM
Previous filing: Feb 12, 2025
Next filing: Apr 3, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WTW	Ordinary Shares, nominal value $0.000304635 per share	Award	$0	+35.6K	+45.92%	$0.00	113K	Feb 25, 2025	Direct	F1
transaction	WTW	Ordinary Shares, nominal value $0.000304635 per share	Tax liability	-$449K	-1.35K	-1.19%	$332.82	112K	Feb 27, 2025	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the number of performance-based restricted share units earned upon the certification of the achievement of certain pre-established performance goals for the performance period that ended on December 31, 2024. Each earned unit represents the right to receive one ordinary share of the Issuer upon the satisfaction of the service-based vesting requirement on April 1, 2025, subject to the terms of the award agreement. This number also includes the number of ordinary shares of the Issuer that are issuable pursuant to the dividend equivalent right under the terms of the award agreement providing for the accrual of dividends in the form of additional restricted share units that vest and are payable at the same time as the underlying performance-based restricted share units.
F2	Represents the number of ordinary shares of the Issuer withheld by the Issuer from the ordinary shares that are eventually eligible to be issued upon the vesting date of April 1, 2025 to satisfy the reporting person's FICA and income tax withholding obligations relating to the number of performance-based restricted share units that were deemed to be earned as of the performance goal attainment level certification date and to be eligible to vest on the vesting date and based on the reporting person's retirement-vesting eligibility status as of the performance goal attainment level certification date.

Content

Represents the number of performance-based restricted share units earned upon the certification of the achievement of certain pre-established performance goals for the performance period that ended on December 31, 2024. Each earned unit represents the right to receive one ordinary share of the Issuer upon the satisfaction of the service-based vesting requirement on April 1, 2025, subject to the terms of the award agreement. This number also includes the number of ordinary shares of the Issuer that are issuable pursuant to the dividend equivalent right under the terms of the award agreement providing for the accrual of dividends in the form of additional restricted share units that vest and are payable at the same time as the underlying performance-based restricted share units.

Represents the number of ordinary shares of the Issuer withheld by the Issuer from the ordinary shares that are eventually eligible to be issued upon the vesting date of April 1, 2025 to satisfy the reporting person's FICA and income tax withholding obligations relating to the number of performance-based restricted share units that were deemed to be earned as of the performance goal attainment level certification date and to be eligible to vest on the vesting date and based on the reporting person's retirement-vesting eligibility status as of the performance goal attainment level certification date.