Form 4: WTW General Counsel Acquires Restricted Share Units

Willis Towers Watson General Counsel Matthew Furman acquired additional restricted share units through company deferred savings plans.

Summary

• Matthew Furman, General Counsel and an Officer of Willis Towers Watson PLC (WTW), acquired restricted share units.
• A total of 154.7738 restricted share units were acquired under the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees.
• An additional 9.4863 restricted share units were acquired under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees.
• The transaction date for these acquisitions was January 12, 2026.
• Each restricted share unit was valued at $329.45.
• Following these transactions, Matthew Furman beneficially owns 3,354.3165 restricted share units under the Deferred Savings Plan and 2,553.5715 restricted share units under the Stable Value Excess Plan.
• The restricted share units settle for Ordinary Shares, nominal value $0. per share, on a 1:1 basis.

Sentiment

Score: 7

Explanation: The acquisition of restricted share units by a key executive is generally viewed positively as it indicates continued alignment of management's interests with shareholders and participation in long-term incentive plans, without suggesting any immediate negative implications.

Positives

• The acquisition of restricted share units by a key executive, Matthew Furman, demonstrates continued alignment of management's interests with those of shareholders.
• Participation in deferred savings plans indicates a long-term commitment to the company's performance and value creation.
• The transactions are part of a structured compensation and savings plan, reflecting standard corporate governance practices for executive incentives.

Future Outlook

Restricted share units acquired under the Non-Qualified Deferred Savings Plan will settle for Ordinary Shares 6 months after the reporting person's termination date. Vested shares under the Non-Qualified Stable Value Excess Plan will settle on the first business day of the month on which the NASDAQ Stock Market is open, following the earlier of 6 months after separation from service or 30 days after the reporting person's death.

Industry Context

The acquisition of restricted share units by a General Counsel is a common practice in executive compensation across various industries, designed to align executive incentives with long-term shareholder value. These types of deferred compensation plans are standard tools for talent retention and motivation in publicly traded companies.

Comparison to Industry Standards

• The use of Restricted Share Units (RSUs) as a component of executive compensation is a widely adopted practice across global industries, including financial services and consulting, similar to companies like Marsh McLennan or Aon.
• Deferred compensation plans, such as the Willis Towers Watson Non-Qualified Deferred Savings Plan and Stable Value Excess Plan, are standard mechanisms for executives to defer income and accumulate wealth, often seen in large corporations to provide tax-efficient savings and long-term incentives.

Stakeholder Impact

• Shareholders: The transaction reinforces alignment between executive management and shareholder interests through equity-based compensation.
• Employees: The filing highlights the structure of executive deferred compensation plans, which can be a benchmark for other employees' benefits and long-term incentives.

Next Steps

• Settlement of restricted share units into Ordinary Shares upon the reporting person's termination or death, as per the terms of the respective deferred compensation plans.

Key Dates

Recommendation

The acquisition of restricted share units by Matthew Furman, General Counsel of Willis Towers Watson, is a routine compensation event and reflects standard executive incentive practices. While it signals continued alignment of management's interests with shareholders, it does not introduce new material information that would significantly alter the investment thesis for WTW, thus a 'hold' recommendation is appropriate.

Keywords

Willis Towers Watson, WTW, Matthew Furman, Restricted Share Units, RSU, Insider Transaction, SEC Form 4, Executive Compensation, Deferred Compensation