Hess Carl Aaron 4

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.