Banas Kristy D 4

What Happened

• Kristy D. Banas, Chief Human Resources Officer of Willis Towers Watson (WTW), was granted 770.817 time‑based restricted share units (RSUs) on April 20, 2026 (acquisition code A; $0.00 per share). These RSUs represent the right to receive ordinary shares and will vest ratably over three years.
• On April 21, 2026, 105.085 shares were disposed/withheld (code F) at an implied value of $297.64 per share to satisfy tax withholding obligations, resulting in $31,277 of withholding. The withheld shares include 8 shares credited as dividend equivalents that were processed on April 21.

Key Details

• Transaction dates: Grant on 2026-04-20 (770.817 RSUs granted); withholding on 2026-04-21 (105.085 shares withheld at $297.64).
• Total withholding amount: $31,277 (105.085 shares × $297.64).
• Shares owned after the transactions: Not specified in the Form 4 filing.
• Footnotes of note:
  • F1: The 770.817 RSUs vest ratably over the first, second and third anniversaries of the grant date.
  • F2: 8 shares relate to dividend equivalents processed on April 21, 2026 and were omitted from a prior Form 4 due to processing timing.
  • F3: The share withholding was used to satisfy tax liabilities arising from the vesting/settlement of RSUs granted on April 20, 2025.
• Filing timeliness: Form 4 was filed on 2026-04-22 for transactions on 2026-04-20 and 2026-04-21 (within the standard reporting window).

Context

• These RSUs are a compensation award (not an open‑market purchase) and vest over time, so they do not signal an immediate cash investment by the insider.
• The April 21 disposition is a routine tax‑withholding transaction (code F), not an open‑market sale; such withholdings are common when RSUs vest.