Hess Carl Aaron 4
4 · WILLIS TOWERS WATSON PLC · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Willis Towers Watson CEO Carl Hess Receives Award; 2,104 Shares Withheld
What Happened
Carl Hess, CEO of Willis Towers Watson (WTW), was credited with 55,419 performance-based restricted share units (RSUs) on Feb 25, 2026 (awarded at $0.00). The company withheld 2,104 ordinary shares on Feb 26, 2026 at $296.84 per share (value ~$624,551) to satisfy the reporting person's FICA and income tax withholding obligations related to the earned RSUs.
Key Details
- Transaction dates: Award recorded 2026-02-25; shares withheld for taxes 2026-02-26.
- Award amount: 55,419 performance-based RSUs (each represents right to one ordinary share upon vesting).
- Withholding: 2,104 shares withheld at $296.84/share; total value withheld ≈ $624,551. (Code F — tax withholding)
- Footnote highlights: F1 — RSUs earned after certification of performance for period ending 12/31/2025; units include dividend equivalents and vest subject to a service-vesting date of April 1, 2026. F2 — Withheld shares were taken from shares otherwise issuable on vesting to cover FICA and income tax obligations.
- Shares owned after transaction: Not disclosed in the filing.
- Filing timeliness: Form filed Feb 27, 2026 (appears timely based on the report dates).
Context
These were performance-based RSUs deemed earned upon certification of 2025 results; the withholding of shares to cover tax liabilities is a routine administrative step (not an open-market sale) and does not necessarily signal a change in insider sentiment. The underlying RSUs remain subject to service-vesting (payable on April 1, 2026) per the award terms.
Insider Transaction Report
- Award
Ordinary Shares, nominal value $0.000304635 per share
[F1]2026-02-25+55,419→ 141,346.836 total - Tax Payment
Ordinary Shares, nominal value $0.000304635 per share
[F2]2026-02-26$296.84/sh−2,104$624,551→ 139,242.836 total
Footnotes (2)
- [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, 2025. 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, 2026, 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, 2026 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.