WILLIS TOWERS WATSON PLC — Director's Dealing 2023

Feb 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS TOWERS WATSON PLC (WTW)
CIK: 0001140536
Period of Report: 2023-02-06

Reporting Person: Furman Matthew (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-06	Ordinary Shares, nominal value $0.000304635 per share	A	3611	—	Acquired	28499.837	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-06	Restricted Share Unit	$	A	34.4899	Acquired		Ordinary Shares, nominal value $0.000304635 per share (34.4899)	Direct

Footnotes

F1: Represents the number of performance-based restricted share units earned upon the certification of the achievement of certain pre-established performance goals based on three-year annualized total shareholder return during the three-year performance period that ended on December 31, 2022, each of which earned unit represents the right to receive one ordinary share of the Issuer upon the satisfaction of the service-based vesting requirement on July 20, 2023, 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: Vested shares under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees settle for Ordinary Shares, nominal value $0.000304635 per share, on a 1:1 basis on the first business day of the month on which the NASDAQ Stock Market is open for business following the earlier of (i) the date that is 6 months after the reporting person's separation from service and (ii) the date that is 30 days after the reporting person's death.

F3: Includes restricted share units credited to the participant's account by the Company pursuant to the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees (the "Plan") accrual formula, net of the units acquired pursuant to the participant's deferral election under the Plan.