Willis Towers Watson (WTW) 10-K risk factor changes: FY2025 vs FY2024

[Our success largely depends on our ability to achieve our global business strategy as it evolves, and our results of operations and financial condition could suffer if the Company were unable to successfully establish and execute on its strategy and generate anticipated revenue [removed: growth and] [added: growth,] cost [removed: savings] [added: savings, efficiencies] and [removed: efficiencies.](#rf_1)][added: other benefits.](#rf_1)]

We face risks when we acquire or divest businesses, and we could have difficulty in acquiring, integrating or managing acquired businesses, or with effecting internal reorganizations, all of which could harm our business, financial condition, results of operations and/or [removed: reputation.](#rf_4)][added: reputation.](#rf_2)]

[We are subject to political, [added: geopolitical,] economic, legal, regulatory, compliance, cultural, market, operational and other risks that are inherent in operating our global businesses.](#rf_22)

[removed: [Sanctions] [added: [Economic and trade sanctions] imposed by governments, or changes to such sanction regulations (such as sanctions imposed on Russia and China), and related counter-sanctions, could have a material adverse impact on our operations or financial results.](#rf_23)

[Our global operations expose us to [removed: increasing,] [added: numerous,] and sometimes conflicting, legal and regulatory requirements in environmental, social and governance (‘ESG’) matters, and violation of these regulations could harm our business.](#rf_63)

[The economic, regulatory and political impact of the United Kingdom’s exit from the European [removed: Union, which occurred] [added: Union] on January 31, [removed: 2020, could] [added: 2020 has] adversely [added: affected and may continue to] affect [removed: us.](#rf_54)][added: our business.](#rf_54)]

Our success largely depends on our ability to achieve our global business strategy as it evolves, and our results of operations and financial condition could suffer if the Company were unable to successfully establish and execute on its strategy and generate anticipated revenue [removed: growth and] [added: growth,] cost [removed: savings] [added: savings, efficiencies] and [removed: efficiencies.][added: other benefits.]

Our future growth, profitability, and cash flows largely depend upon our ability to successfully establish and execute our global business [removed: strategy.][added: strategy, including executing on our expected product, service and transaction pipelines.]

[removed: In addition,] [added: As] our strategy [removed: continues to evolve, and it is possible that] [added: evolves,] we [removed: will] [added: may] be unable to successfully execute the associated [removed: strategy] [added: strategic] changes, [removed: due to] [added: including as a result of] factors discussed [removed: above or elsewhere] in this ‘Risk Factors’ section.

[removed: In pursuit] [added: Our investments] of [removed: our growth strategy, we expect to invest] significant time and resources into new product or service offerings, as well as [removed: investments] in technology and infrastructure to support these [removed: offerings, and we] [added: offerings] may not [removed: realize our] [added: deliver the] expected return [removed: on these offerings] or [removed: that these offerings may fail to yield] sufficient return to cover the cost of investment.

[removed: The failure] [added: If we are unable] to [removed: continually] develop and execute optimally on our global business strategy [added: it] could have a material adverse effect on our business, financial condition and results of operations.

[removed: We] [added: Further, we] have stated certain financial goals, including with respect to our cash flows, our growth and margin targets, and our share repurchases.

Our initiatives aiming to implement our strategy and to achieve future financial objectives pose potential operational risks and may result in [added: the] distraction of management and colleagues.

We also face additional risks related to acquisitions, including the ability to negotiate transactions on favorable terms, the ability to secure regulatory approval of transactions where required, the ability to successfully integrate them into our existing businesses and culture, and the potential that any acquired business could significantly [removed: underperform relative to our expectations.]

[removed: Acquisitions] [added: Acquisitions, such as our Newfront] and [added: Cushon acquisitions, and] joint ventures, such as our [removed: recently-announced] joint venture with Bain Capital, involve special risks, including the potential assumption of unanticipated liabilities and contingencies and difficulties in integrating acquired businesses or in achieving a successful joint venture.

With respect to any such acquisition transactions or joint ventures, we face risks related to the potential impacts of the transaction on relationships, including with clients, colleagues, correspondents, suppliers, regulators, competitors, and other third parties, as well as the risk related to contingent liabilities [removed: (including litigation) potentially creating material liabilities for] [added: as described in] the [removed: Company.][added: preceding paragraph.]

The process of integrating an acquired business may subject us to a number of risks, including, without limitation, an inability to retain the management, key personnel and other colleagues of the acquired business; an inability to establish uniform standards, controls, systems, procedures and policies or to achieve anticipated savings; [added: an inability to successfully apply technology from one part of the business to another;] and exposure to legal claims or regulatory censure for activities of the acquired business prior to acquisition.

[removed: If the entry into] businesses, products or services is not successfully integrated into our business, the intended benefits and business development initiatives will not be achieved, which may adversely affect our business, financial condition, results of operations [removed: and] [added: or] reputation.

For example, incorporating artificial intelligence [removed: (‘AI*’*)] [added: (‘AI’)] into certain product offerings is becoming more important in our operations, particularly as our competitors, including new entrants focused on using technology and innovation, such as generative [added: or agentic] AI, digital platforms, data analytics, robotics and blockchain, seek to simplify and improve the client experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the industries in which we operate.

These investments can be costly and require significant capital expenditures, and such [removed: investment may not be profitable or may be less profitable than what we have experienced historically.]

If these partners or vendors fail to [added: or are unable to fully] perform their obligations as we expect them to do or at all or such partners or vendors otherwise cease to work with us, our ability to execute on our [removed: strategic initiatives, and our business and results of operations,] [added: strategy] could be [removed: adversely impacted.][added: impaired.]

In particular, inflation in the United States, Europe and other geographies has [removed: recently] [added: in recent years] risen to levels not experienced in decades and we have seen, and may continue to see, [removed: its] [added: the] impact [added: of inflation] on various aspects of our business.

Public health issues [added: have disrupted and] could continue to disrupt, possibly materially, our business operations and services that we provide or impact our business operations and results in the future.

We are exposed to various risks arising out of natural disasters, including [removed: fires (such as the recent wildfires in southern California),] [added: fires,] earthquakes, hurricanes, floods and tornadoes, many of which could be exacerbated by climate change.

Additionally, [removed: U.S. and global] [added: many of the] markets [added: in which we do business] are affected by geopolitical conflict in highly unpredictable ways and are currently experiencing volatility and disruption as a result of the ongoing [added: Russia- Ukraine] war [removed: between Russia] and [removed: Ukraine] [added: other geopolitical conflicts] and [removed: the Middle East conflicts.][added: tensions.]

Further, a slowdown in the global economy, including a recession, or in a particular region or industry, inflation or a tightening of the credit markets could negatively impact our business, financial condition and liquidity, including by way of inhibiting our continued access to preferred sources of liquidity when we would like or by [removed: our] increasing our borrowing costs.

In addition, we could experience losses on our holdings of cash and investments due to failures of financial institutions and other [added: parties.]

Thus, a deterioration or prolonged period of negative or stagnant macroeconomic conditions [removed: in the U.S. and] globally could adversely affect our business, results of operations or financial condition.

The employment-related agreements with our chief executive officer and certain of our executive officers (to the extent our officers are party to such agreements) and other key personnel [removed: will] [added: may] not require them to continue to work for us for any specified period; therefore, they could terminate their employment at any time.

Labor markets have [added: generally] continued to tighten globally, and we have experienced intense competition and increased costs for certain types of colleagues, especially as new entrants in the insurance business (among others) continue to expend significant resources in their own hiring.

Further, the advance of [added: both] generative [added: and agentic] AI may give rise to additional vulnerabilities and potential entry points for cyber threats.

In addition, increasing use of generative [added: and agentic] AI models in our internal systems may create new attack methods for adversaries.

Because generative [added: and agentic] AI [removed: is a] [added: are] new [removed: field,] [added: fields,] our understanding of cybersecurity risks resulting from generative [added: and agentic] AI and protection methods continues to develop, and features that rely on generative [added: or agentic] AI, including in services provided to us by third parties, may be susceptible to unanticipated cybersecurity threats from sophisticated adversaries and other cybersecurity incidents.

[added: provide information technology (‘IT’) outsourcing, offsite storage and other services to agree to maintain certain standards with] respect to the storage, protection and transfer of confidential, personal and proprietary information, but our processes cannot eliminate all risk of compromise or unauthorized access or use of such information in the event of a breakdown of a vendor’s data protection processes, a data breach due to the intentional or unintentional non-compliance by a vendor’s employee or agent, or as a result of a cyber-attack on the product, software or information systems of a vendor in our software supply chain.

For example, our policies, colleague training (including phishing prevention training), and procedures and technical safeguards have not prevented or detected all improper [added: access to confidential, personal or proprietary information by colleagues, vendors or other third parties with otherwise legitimate access to our systems, although, to date, such known improper access has not been material to our business or financial results.]

These laws have significantly increased our responsibilities when handling personal data including, without limitation, requiring us: to conduct privacy impact assessments or data protection impact assessments; to restrict the transmission or cross border transfers of data; to adopt and maintain new privacy policies and notices; [added: to maintain detailed records of processing] and [added: vendor oversight;] to [added: respond to data subject rights requests within prescribed timelines; and to] publicly disclose significant data breaches.

The burdens imposed by the U.S. state-level privacy laws and other laws that may be enacted at the federal and state level in the future may require us to modify our data processing practices and policies and to incur substantial costs in order to comply with these laws and to [added: investigate and defend against potential private class-action litigation or litigation brought by regulatory authorities.]

We are exposed to various risks arising out of disasters and business continuity problems, such as [removed: fires (such as the recent wildfires in southern California),] [added: wildfires,] earthquakes, hurricanes, terrorist attacks, acts of [removed: war] [added: war, conflicts,] or civil unrest, pandemics, security breaches, ransomware or destructive malware attacks, power [removed: loss,] [added: loss or disruption,] telecommunications failures or other natural or man-made disasters.

The nature of our work, particularly our actuarial services, necessarily involves the use of assumptions and the preparation of estimates relating to [removed: future and contingent events, the actual outcome of which we cannot know in advance.]

Clients may seek to hold us responsible for our alleged failures to comply with legal or professional [removed: duties.][added: duties, or for alleged conflicts of interest we may have in carrying out our work.]

These investments include those made organically as well as those made through inorganic acquisitions such as the acquisitions of Newfront Insurance Holdings, Inc. (‘Newfront’) and Cushon.

underperform relative to our expectations.

In particular, our acquisition of Newfront requires the integration of a technology-enabled brokerage platform and digital-first operating model into our existing broking operations, which may pose additional challenges related to technology and systems integration, increased cybersecurity exposure, and compliance with U.S. state-based licensing requirements.

Our acquisition of Cushon similarly involves the integration of a regulated, technology-driven pension and savings platform into our wealth-related businesses and exposes us to additional risks related to U.K. financial services and pension regulation, operational-resilience and data‑privacy requirements, and the integration of a digital investment platform into our existing offerings.

Further, we may have difficulty retaining, integrating, or attracting the talent needed to make those transactions successful, including revenue-generating colleagues and colleagues with specialized expertise.

If the entry into

Additionally, rapid advances in generative and agentic AI may enable certain clients to perform internally, automate, or obtain through low-cost digital tools analytical, benchmarking, modeling, drafting or other work that they have historically relied on us to provide, which could reduce demand for some of our services and adversely affect our revenues and growth.

In addition, we face pressure from non‑traditional competitors that may innovate or scale faster, deploy lower‑cost digital solutions, or enable clients to self-serve.

Data quality, integrity, lineage and availability are increasingly critical to our offerings; deficiencies could reduce the effectiveness of our solutions or impair client outcomes.

Certain AI use cases may generate inaccurate, biased or otherwise unreliable outputs or require enhanced human oversight, governance and controls, and evolving legal and regulatory frameworks may restrict how we collect, use and share data and deploy AI‑enabled tools.

The use of third-party generative AI tools by our employees, contractors, consultants, vendors or service providers also presents a risk that confidential, personal or proprietary information could be inadvertently disclosed through prompts or uploads and incorporated into external models or training data, potentially compromising our ability to realize the benefit of, or adequately maintain, protect and enforce, our intellectual property or confidential information, and causing harm to our competitive position and business.

The failure of business-continuity and disaster-recovery processes at critical vendors or at the Company may require us to suspend or limit certain services temporarily.

investment may not be profitable or may be less profitable than what we have experienced historically.

Vendor outages, flawed software updates, migration issues, capacity constraints or delays in delivering enhancements can further disrupt client delivery and increase costs.

We cannot predict the impact of future public health crises, nor the future developments that may give rise to such crises.

These disruptions can include office closures, travel restrictions, workforce availability challenges, changes in client priorities and budgets, interruption to technology and shared-service delivery, and delays by third-party vendors and service providers on whom we rely.

We also depend on numerous third-party vendors, technology partners and other service providers to deliver our services and operate our business.

Macroeconomic stress, labor shortages, supply-chain constraints, sanctions or geopolitical developments can impair the ability of our vendors and counterparties to perform on a timely basis or at agreed service levels, which could result in service

degradation, delays, contract penalties, additional costs or reputational harm.

While we invest in operational resilience and third-party risk management, disruptions at our vendors or in our internal shared-service and technology environments could adversely affect our ability to serve clients and achieve our objectives.

It also has increased as the Company seeks to provide more services to individual clients directly or through business-to-business-to-consumer arrangements.

This risk has historically increased following significant mergers or acquisitions.

We have processes designed to require third-party vendors that

In addition, our contractual and insurance protections with vendors may be limited or unenforceable, and vendor outages, flawed updates or delayed patching could disrupt our operations.

During an incident, we may need to disconnect systems or suspend certain services, and there can be delays before full scope and impact are understood.

Our cyber insurance coverage may be unavailable or insufficient to cover losses.

Threat actors have used, and in the future may continue to use, AI-enabled tools and advanced persistent techniques to evade detection over extended periods or to exploit third-party access.

Enforcement remedies can include orders to suspend or restrict processing or transfers, mandatory audits, disgorgement, corrective actions and ongoing monitoring in addition to administrative fines and damages.

Further, emerging disclosure, controls and assurance requirements related to cybersecurity and privacy may require enhanced governance and attestations; if we cannot design and operate effective compliance controls, maintain accurate data inventories and maps, or obtain timely and reliable inputs from vendors and affiliates, our compliance, reporting and operational risks could increase.

future and contingent events, the actual outcome of which we cannot know in advance.

Such alleged failures can include that we misrepresented coverage terms to the client, that we failed to advise the client of key policy terms, that we failed to carry out client instructions, that we failed to procure insurance suitable to the client’s needs, and that we failed to timely present the client’s claims to their insurance carriers.

In other cases, clients may allege that we have failed entirely to procure insurance coverage consistent with their instructions.

For example, in the case of pension plan actuarial work, a client’s claims might focus on its alleged reliance on actuarial assumptions that it asserts in hindsight were unreasonable.

We are also increasingly developing products and services where the end users are individuals.

Even if we do not experience significant monetary costs, there may be adverse publicity

geopolitical events, conflicts and tensions in a variety of geographies;

the imposition of trade restrictions or tariffs by both the U.S. and foreign governments;

the practical challenges and costs of complying, or monitoring compliance, with a wide variety of foreign laws (some of which are evolving or are not as well-developed as the laws of the U.S. or U.K. or which may conflict with U.S. or other sources of law);

the practical challenges and costs of complying with regulations applicable to insurance brokers and other business operations in countries where we do business, including many in emerging markets; and

In addition, as a result of the global scale of our businesses and operations, we are exposed to many types of fraud-related risks that may be committed by colleagues, vendors, suppliers, distributors and other persons with whom we do business.

[We may not be able to fully realize the anticipated benefits of our strategy or our expected product, service and transaction pipelines.](#rf_2)

[Our ability to successfully manage ongoing organizational changes could impact our business results and may involve significant or evolving costs and/or disruption to the management and/or operations of our business and generate fewer benefits than originally expected.](#rf_3)

At the end of 2024, we updated our strategy, as described in this Annual Report on Form 10-K under Item 1.

We may not be able to fully realize the anticipated benefits of our strategy or our expected product, service and transaction pipelines.

We cannot be certain whether we will be able to realize benefits from current revenue-generating or cost-saving initiatives, including our recently-completed Transformation program and our continued strategic efforts to achieve operational efficiencies, and ultimately realize our strategic objectives.

Our ability to successfully manage ongoing organizational changes could impact our business results and may involve significant or evolving costs and/or disruption to the management and/or operations of our business and generate fewer benefits than originally expected.

We have in the past few years undergone several significant business and organizational changes, including the conclusion of our multi-year operational Transformation program at the end of fiscal year 2024 and the implementation of a new management and organizational structure, and have other planned or future initiatives aimed at transforming and updating our systems and processes

and gaining efficiencies.

These initiatives may have adverse impacts on the business or different results than intended.

In connection with these future changes, we will manage a number of large-scale and complex projects in furtherance of our strategic objectives, which may include multiple and connected phases dependent on factors that are outside of our control.

As a result, we cannot guarantee the success of these projects or initiatives, individually or collectively.

Effectively managing these organizational changes (including ensuring that they are implemented on schedule, within budget and without interruption to the existing business, or that transitions to new systems do not create significant control vulnerabilities during the period of transition) is critical to retaining talent, servicing clients and enhancing our business success overall.

We may have difficulty attracting, training and retaining the talent that we need to successfully manage these changes.

Further, many of the risks described herein increase during periods of significant organizational change and transformation.

The failure to effectively manage such risks could adversely impact our resources or our business or financial results.

For example, we completed the divestiture of our then-reinsurance business to Gallagher in 2021 and our sale of the TRANZACT business in 2024, each of which gives rise to such risks, including: in the case of TRANZACT, the risk that such post-closing transition arrangements, which are complex, may impose greater-than-expected costs or liabilities, may give rise to errors in execution or may be distracting to our management; the risk that such a divestiture could cause disruption to our business or our relationships with clients, colleagues, correspondents, suppliers, regulators, competitors and other third parties; the risk that litigation associated with the transaction or with contingent liabilities we have retained, if any, may arise; and other risks detailed in this Annual Report on Form 10-K and in our other SEC filings.

We also may not otherwise meet our operational or strategic expectations at all or on the anticipated timeline following the divestiture.

The future impact of a public health crisis will depend on future developments that we are unable to predict.

parties.

We have processes designed to require third-party vendors that provide information technology (‘IT’) outsourcing, offsite storage and other services to agree to maintain certain standards with

access to confidential, personal or proprietary information by colleagues, vendors or other third parties with otherwise legitimate access to our systems, although, to date, such known improper access has not been material to our business or financial results.

investigate and defend against potential private class-action litigation or litigation brought by regulatory authorities.

For example, if a client alleged that we failed to comply with legislative requirements as part of our actuarial work and these failures in turn led to an increase

in pension scheme liabilities, such a client may seek to bring a claim against us which could materially adversely affect our reputation, business or financial condition.

adversely affect our business, client or colleague relationships.

Additionally, in October 2023, conflict escalated in the Middle East between Israel

and Hamas, and subsequently Hezbollah and Iran.

In addition, we have significant operations throughout the world, which further subject us to applicable laws and

Because of changes in regulation and company practice, our non-U.S. subsidiaries are providing more services with connections to various countries, including some Sanctioned Jurisdictions, that our U.S. subsidiaries are unable to perform.

Increasing focus on ESG matters has and will continue to result in the adoption of legal and regulatory requirements that may be designed to mitigate, among other things, the effects of climate change on the environment and ensure sustainable supply chains, which require additional disclosure and reporting.

chain such as suppliers and other counterparties; and the availability and reliability of information upon which we determine our commitments, goals, and achievements.

These Brexit-related changes may adversely affect our operations and financial results.

We review goodwill for impairment annually or whenever events or circumstances indicate impairment may have occurred, including an impairment that resulted in goodwill impairment charges of $1.0 billion on our BDA reporting unit during the year ended December 31, 2024 in connection with the completed sale of TRANZACT.

For example, in August 2022, the U.S. enacted the Inflation Reduction Act of 2022 (‘IRA’), which, among other effects, creates a new corporate alternative minimum tax of at least 15% on adjusted financial statement income for certain corporations with average book income of more than $1 billion.

The book minimum tax applied to us beginning in 2023 and did not have a material impact on our effective tax rate.

Several jurisdictions have enacted legislation that is aligned with, and in some cases exceeds the scope of, the recommendations in the OECD’s 2015 reports addressing 15 specific actions as part of a comprehensive plan to create an agreed set of international rules for fighting base erosion and profit shifting.

Finally, on October 8, 2021, the OECD announced an international agreement with more than 140 countries to implement a two-pillar solution to address tax challenges arising from digitalization of the economy.

The agreement introduced rules that would result in the reallocation of certain taxing rights over multinational companies from their home countries to the markets where they have business activities and earn profits, regardless of physical presence (‘Pillar One’) and introduced a global corporate minimum tax of 15% for certain large multinational companies starting in 2024 (‘Pillar Two’).

On December 20, 2021, the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting released the Model Global Anti-Base Erosion rules (the ‘OECD Model Rules’) under Pillar Two.

On December 12, 2022, E.U. member states reached an agreement to implement Pillar Two which agreement requires E.U. member states to enact domestic legislation to put Pillar Two into effect.

These financial measures* *should be viewed in addition to, not in lieu of, the consolidated financial* *statements for the year ended December 31, [removed: 2024.*][added: 2025.*]

[removed: Market Conditions][added: Impact of Market Conditions on Our Business]

Market conditions in the broking industry in which we operate are generally defined by factors such as the strength of the [removed: economies in the] various [removed: geographic regions in] [added: geographical economies] which we serve around the world, insurance rate movements, and insurance and reinsurance buying patterns of our clients.

We have made such investments from time to time and may decide, based on perceived business needs, to make investments in the future that may be different from past practice or [removed: what we currently anticipate.][added: our current expectations.]

Although the length and impact of these situations are highly unpredictable, the [removed: conflicts have contributed to negative impacts on] [added: ongoing uncertainty] and volatility of the global economy and capital markets, [removed: resulting] [added: which has resulted] in [removed: significant] [added: persistent] inflation and fluctuating interest rates in [added: many of the markets in which we operate, could accelerate recessionary pressures and continue to lead to further market disruptions.]

[removed: Such] [added: These] general economic conditions, including inflation, stagflation, political volatility, costs of labor, cost of capital, interest rates, bank stability, credit availability and tax rates, affect [removed: our] [added: not only the] cost of [removed: doing] [added: and access to liquidity, but also our costs to run and invest in our] business, including our operating and general and administrative expenses, and we have no control or limited ability to control such factors.

These general economic conditions impact [removed: revenue, including] revenue from [removed: customers] [added: customers,] as well as income from funds we hold on behalf of customers and pension-related income.

For management’s discussion of our results of operations for the year ended December 31, [removed: 2023] [added: 2024] in comparison with the year ended December 31, [removed: 2022,] [added: 2023,] please see our Annual Report on Form 10-K filed with the SEC on February [removed: 22, 2024.][added: 25, 2025.]

| Revenue | | $ | [removed: 9,930] [added: 9,708] | | | | 100 | % | | $ | [removed: 9,483] [added: 9,930] | | | | 100 | % |

| Salaries and benefits | | | [removed: 5,502] [added: 5,625] | | | | [removed: 55] [added: 58] | % | | | [removed: 5,344] [added: 5,502] | | | | [removed: 56] [added: 55] | % |

| Other operating expenses | | | [removed: 1,833] [added: 1,408] | | | | [removed: 18] [added: 15] | % | | | [removed: 1,815] [added: 1,833] | | | | [removed: 19] [added: 18] | % |

| Impairment (i) | | | [removed: 1,042] [added: —] | | | | [removed: 10] [added: —] | % | | | [removed: —] [added: 1,042] | | | | [removed: —] [added: 10] | % |

| Depreciation | | | [removed: 230] [added: 226] | | | | 2 | % | | | [removed: 242] [added: 230] | | | | [removed: 3] [added: 2] | % |

| Amortization | | | [removed: 226] [added: 192] | | | | 2 | % | | | [removed: 263] [added: 226] | | | | [removed: 3] [added: 2] | % |

| Restructuring costs | | | [removed: 61] [added: —] | | | | [removed: 1] [added: —] | % | | | [removed: 68] [added: 61] | | | | 1 | % |

| Transaction and transformation | | | [removed: 409] [added: 23] | | | | [removed: 4] [added: —] | % | | | [removed: 386] [added: 409] | | | | 4 | % |

| Total costs of providing services | | | [removed: 9,303] [added: 7,474] | | | | | | | | [removed: 8,118] [added: 9,303] | | | | | |

| Income from operations | | | [removed: 627] [added: 2,234] | | | | [removed: 6] [added: 23] | % | | | [removed: 1,365] [added: 627] | | | | [removed: 14] [added: 6] | % |

| Interest expense | | | [removed: (263] [added: (260] | ) | | | (3 | )% | | | [removed: (235] [added: (263] | ) | | | [removed: (2] [added: (3] | )% |

| Other [removed: (loss)/income,] [added: loss,] net (i) | | | [removed: (260] [added: (21] | ) | | | [removed: (3] [added: —] | [removed: )%] [added: %] | | | [removed: 149] [added: (262] | [added: )] | | | [removed: 2] [added: (3] | [removed: %] [added: )%] |

| [removed: INCOME FROM OPERATIONS BEFORE INCOME TAXES | | | 104 | | | | 1 | % | | | 1,279 |] [added: Income from operations before income taxes and interest in earnings of associates (i)] | | | [removed: 13] [added: 924] | [removed: %] |

| Provision for income taxes | | | [removed: (192] [added: (318] | ) | | | [removed: (2] [added: (3] | )% | | | [removed: (215] [added: (192] | ) | | | (2 | )% |

| Income attributable to non-controlling interests | | | [removed: (10] [added: (8] | ) | | | — | % | | | [removed: (9] [added: (10] | ) | | | — | % |

[removed: | NET (LOSS)/INCOME ATTRIBUTABLE TO WTW | | $ | (98 | ) | | | (1 | )% | | $ | 1,055 | | | | 11 | % |][added: Net Income/(Loss) Attributable to WTW]

| Diluted [removed: (loss)/earnings] [added: earnings/(loss)] per share | | $ | [removed: (0.96] [added: 16.26] | [removed: )] | | | | | | $ | [removed: 9.95] [added: (0.96] | [added: )] | | | | |

For the year ended December 31, 2024, Impairment and Other [removed: (loss)/income,] [added: loss,] net include goodwill-related impairment expense and loss on disposal, respectively, associated with the sale of our TRANZACT business (see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K).

The following table details our top five markets based on percentage of consolidated revenue (in U.S. dollars) from the countries where work was performed for the year ended December 31, [removed: 2024.][added: 2025.]

| United States | | | [removed: 52] [added: 46] | % |

| United Kingdom | | | [removed: 19] [added: 21] | % |

| France | | | [removed: 4] [added: 5] | % |

The table below details the approximate percentage of our revenue and expenses [removed: from continuing operations] by transactional currency for the year ended December 31, [removed: 2024.][added: 2025.]

| U.S. dollars | | | [removed: 59] [added: 54] | % | | | [removed: 53] [added: 47] | % |

| Pounds sterling | | | [removed: 11] [added: 13] | % | | | [removed: 18] [added: 20] | % |

| Euro | | | [removed: 14] [added: 16] | % | | | [removed: 12] [added: 14] | % |

| Other currencies | | | [removed: 16] [added: 17] | % | | | [removed: 17] [added: 19] | % |

The following table sets forth the total revenue for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and the components of the change in total revenue for the year ended December 31, [removed: 2024,] [added: 2025,] as compared to the prior year.

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | Change | | Impact | | Change | | Divestitures | | Change (i) |

| Revenue | | $ | [removed: 9,930] [added: 9,708] | | | $ | [removed: 9,483] [added: 9,930] | | | [removed: 5%] [added: (2)%] | | [removed: —%] [added: 1%] | | [removed: 5%] [added: (3)%] | | [removed: —%] [added: (8)%] | | 5% |

Interest income did not contribute to organic change for the year ended December 31, [removed: 2024.][added: 2025.]

Revenue for the year ended December 31, [removed: 2024] [added: 2025] was [removed: $9.9] [added: $9.7] billion, compared to [removed: $9.5] [added: $9.9] billion for the year ended December 31, [removed: 2023, an increase] [added: 2024, a decrease] of [removed: $447] [added: $222] million, or [removed: 5%,] [added: 2%,] on an as-reported basis.

Overall, at the time of filing this Annual Report, we are seeing a softening market.

With regard to the market for exchanges, we believe that clients base their decisions on a variety of factors that include the role of health care coverage in recruiting/retaining employees and transitioning employees to retirement, the availability of price competitive individual insurance policies, the array of coverage choices available through the exchange provider and its ability to deliver measurable cost savings for corporate clients, and to both execute efficiently and deliver high quality service.

Since the individual insurance market for Medicare policies is well-established and a significant portion of corporate employers have already implemented an exchange for their Medicare retirees, growth in this population segment will be derived from public employers and educational and other not-for-profit institutions.

This growth may be more episodic in nature.

Growth in other population segments is likely to remain low unless a more competitive individual insurance market emerges for these segments.

U.S. and global markets are continuing to experience uncertainty, volatility and disruption as a result of uncertain macroeconomic conditions including tariff actions and uncertainties relating to global trade, fluctuations in currency exchange rates, volatility in debt and equity markets, uncertainty around interest rates, softening consumer confidence and labor markets, changes in U.S. policies across a broad range of subjects and the speed with which such changes are or may be implemented, and the ongoing Russia-Ukraine and other geopolitical conflicts and tensions.

Further, in addition to the direct impact of the continuing dynamic tariff environment on our business (which we do not expect to be significant, so long as retaliatory actions do not extend to services), recent U.S. legislation and other U.S. federal government actions continue to create uncertainty for the business as well as accounting and tax matters.

Other indirect impacts from changes in tariffs or from legislative or regulatory developments, such as changes in consumer sentiment, trade relations, economic activity, disruption of U.S. federal government operations, willingness to do business with U.S.-listed firms, inflationary pressures and employee distraction, among others, could negatively affect our business, operations and financial condition.

While parts of our business could benefit from uncertainty or regulatory change, we may see increased caution in spending on services we provide that are more discretionary in nature or where there are alternatives, such as self-insurance.

Other parts of our business, such as M&A-related services, may be adversely impacted when there is lower economic activity or transaction volumes.

| | | 2025 | | | | | | | | 2024 | | | | | | |

| INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | | | 1,953 | | | | 20 | % | | | 102 | | | | 1 | % |

| Interest in earnings of associates, net of tax | | | (22 | ) | | | — | % | | | 2 | | | | — | % |

The decrease in as-reported revenue was due primarily to the sale of our TRANZACT business on December 31, 2024.

The increase in organic revenue was driven by strong performances in both segments.

For additional information, please see the section entitled ‘Segment Revenue and Segment Operating Income’ elsewhere within this Item 7 of this Annual Report on Form 10-K.

The primary currencies driving this change were the Euro and Pound Sterling.

Our portfolio of services supports the interrelated challenges that the management teams of our clients face across human resources and finance.

Health delivered organic revenue growth in all regions, led by double-digit increases across International which benefited from strong new business and geographic expansion.

Career reported revenue growth, largely driven by an uptick in advisory work in Europe and increased compensation survey sales globally.

BDO increased primarily due to robust project and core administrative work in Europe, alongside higher commission revenue in Individual Marketplace.

HWC segment operating income declined slightly as improvements from operating efficiencies were offset by the operating income lost from sale of TRANZACT.

| | | 2025 | | | | 2024 | | | | Change | | Impact | | Change | | Divestitures | | Change |

Corporate Risk & Broking had organic revenue growth largely driven by the success of our global specialties model, with higher levels of new

business activity along with strong client retention across all regions.

Insurance Consulting and Technology had modest organic revenue growth driven primarily by the Technology practice.

The current-year effective tax rate includes a $79 million tax benefit adjustment related to both the final allocation of the Willis Re earnout received and a change in uncertain tax positions.

In January 2026, the Organisation for Economic Co-operation and Development announced the release of a new package of administrative guidance under the Pillar Two global minimum tax rules (the ‘side-by-side’ (SbS) package).

Key components of the package include a simplified effective tax rate safe harbor, an extension of the transitional country-by-country reporting safe harbor, a substance-based tax incentive safe harbor, a side-by-side safe harbor for certain multinational groups located in eligible jurisdictions, an ultimate parent entity safe harbor for eligible countries, and a commitment to focus on additional clarifications and simplifications.

However, these new safe harbor rules do not affect the application of a qualified domestic minimum top-up tax.

within Item 8 of this Annual Report on Form 10-K) in the prior year, lower transformation and transaction costs due to the completion of our Transformation program during the fourth quarter of 2024, and lower marketing expenses for the current year, partially offset by higher tax expense due to prior-year tax benefits attributable to the losses associated with the TRANZACT sale as well as lower revenue due to the sale.

During the year ended December 31, 2025, we completed offerings of $700 million aggregate principal amount of 4.550% senior notes due 2031 and $300 million aggregate principal amount of 5.150% senior notes due 2036.

The net proceeds from the 2025 senior notes offering, after deducting underwriter discounts and commissions and estimated offering expenses, were $989 million and were used to pay the consideration for our Newfront acquisition, which was completed on January 27, 2026, and related fees, costs and expenses.

Any remaining proceeds, coupled with borrowings against our new delayed draw term loan, will be used to repay in full the $550 million aggregate principal amount of the 4.400% senior notes due 2026 and related accrued interest, and to fund additional acquisitions (see Note 3 — Acquisitions and Divestitures, Note 11 — Debt and Note 22 — Subsequent Events within Item 8 of this Annual Report on Form 10-K).

During the year ended December 31, 2025, we repurchased $1.6 billion of our outstanding shares and have authorization to repurchase an additional $1.3 billion under our share repurchase program (as further described below under ‘Share Repurchase Program’).

Excluding these certain subsidiaries, the Company has not provided for deferred taxes on outside basis differences in our investments, as these outside basis differences can either be repatriated in a nontaxable manner or are considered permanently reinvested.

If future events, including material changes in estimates of cash, working capital, long-term investment

The significant changes in cash from December 31, 2024 to December 31, 2025 were due primarily to $1.8 billion of net cash from operations, $1.0 billion issuance of senior notes, receipt of the $750 million earnout related to the 2021 sale of our Willis Re business and $62 million associated with the settlement of a note receivable related to the sale of our Max Matthiessen subsidiary in 2020, partially offset by cash outflows of $1.6 billion of share repurchases, $358 million of dividend payments, $229 million of capital expenditures and capitalized software additions and $194 million of other investing outflows.

| | | 2025 | | | | 2024 | | |

The cash flows from investing activities in the current year consisted primarily of net proceeds from sales of operations resulting from divestitures that occurred in prior years.

Overall, we are currently seeing a stabilizing to softening market.

With regard to the market for exchanges, we believe that clients base their decisions on a variety of factors that include the ability of the provider to deliver measurable cost savings for clients, a strong reputation for efficient execution and an innovative service delivery model and platform.

Part of the employer-sponsored insurance market has matured and become more fragmented while other segments remain in the entry phase.

As these market segments continue to evolve, we may experience growth in intervals, with periods of accelerated expansion balanced by periods of modest growth.

In recent years, growth in the market for exchanges has slowed, and this trend may continue.

U.S. and global markets are continuing to experience volatility and disruption as a result of the ongoing Russia-Ukraine and Middle East conflicts.

many of the markets in which we operate, and could continue to lead to further market disruptions.

This impacts not only the cost of and access to liquidity, but also other costs to run and invest in our business.

Other global economic events, such as accommodative monetary and fiscal policy, supply chain disruptions and geopolitical tensions beyond the aforementioned ongoing wars, contributed to significant inflation across the globe.

In particular, inflation in the United States, Europe and other geographies has risen to levels not experienced in recent decades, and while this has eased somewhat in the last year, we are seeing its impact on various aspects of our business.

Moreover, U.S. and global economic conditions have created market uncertainty and volatility.

Transformation Program

In the fourth quarter of 2024, the Company concluded a three-year ‘Transformation program’ designed to enhance operations, optimize technology and align its real estate footprint to its new ways of working.

The program incurred cumulative costs of $1.115 billion and capital expenditures of $130 million, resulting in a total investment of $1.245 billion.

Although the Transformation program concluded in 2024, we expect additional cash outflows in 2025 from the settlement of accrued costs.

The main categories of charges were in the following four areas:

Real estate rationalization — includes costs to align the real estate footprint to our new ways of working (hybrid work) and includes breakage fees and the impairment of right-of-use assets and other related leasehold assets.

Technology modernization — these charges are incurred in moving to common platforms and technologies, including migrating certain platforms and applications to the cloud.

This category includes the impairment of technology assets that are duplicative or no longer revenue-producing, as well as costs for technology investments that do not qualify for capitalization.

Process optimization — these costs are incurred in the right-shoring strategy and automation of our operations, which includes optimizing resource deployment and appropriate colleague alignment.

These costs include process and organizational design costs, severance and separation-related costs and temporary retention costs.

Other — other costs not included above including fees for professional services, other contract terminations not related to the above categories and supplier migration costs.

Certain costs under the Transformation program are accounted for under ASC 420, *Exit or Disposal Cost Obligation*, and are included as restructuring costs in the consolidated statements of comprehensive income.

For the years ended December 31, 2024, 2023 and 2022, restructuring charges under our Transformation program totaled $61 million, $68 million and $99 million, respectively.

Other costs incurred under the Transformation program are included in transaction and transformation and were $378 million, $347 million and $136 million for the years ended December 31, 2024, 2023 and 2022, respectively.

From the actions taken during 2024, we have identified an additional $136 million of annualized run-rate savings due to newly-realized opportunities and incremental sources of value.

Since the inception of the program to its conclusion, we have identified $473 million of cumulative annualized run-rate savings, which overall were primarily attributable to process optimization.

We began to recognize the benefits from the program during 2022.

For a discussion of material risks associated with the Transformation program, please see Part I, Item 1A Risk Factors under the heading *‘We may not be able to fully realize the anticipated benefits of our strategy or our expected product, service and transaction pipelines’* and other Risk Factors in this Annual Report on Form 10-K.

| | | 2024 | | | | | | | | 2023 | | | | | | |

The primary currency driving this change was the Argentine Peso.

Organic revenue growth in Health was achieved across all regions with the continued expansion of our Global Benefits Management client portfolio being a meaningful driver.

Career had organic revenue growth from increased survey sales, product revenue and advisory project work.

Benefits Delivery & Outsourcing revenue was materially flat, as growth in Outsourcing from regulatory-driven project work and new-client wins was largely offset by decreased revenue in TRANZACT.

Corporate Risk & Broking had organic revenue growth primarily driven by higher levels of new business activity and strong client retention and renewal increases across all geographies.

Insurance Consulting and Technology organic revenue growth was driven by strong software sales in Technology, which was partially offset by a decline in demand for discretionary services.

R&B segment operating income increased due primarily to operating leverage driven by organic revenue growth and disciplined expense management, as well as transformation savings.

Additionally, other operating expenses included costs historically allocated to our Willis Re business which are partially offset by fees under a cost reimbursement Transition Services Agreement (‘TSA’; see Note 3 — Acquisitions and Divestitures within Item 8 of this Annual Report on Form 10-K) with Arthur J.

Gallagher & Co. (‘Gallagher’).

Interest expense for the years ended December 31, 2024 and 2023 was $263 million and $235 million, respectively.

The table below gives an approximate analysis of revenue and expenses [removed: from continuing operations] by currency in [removed: 2024.][added: 2025.]

These derivatives are not generally designated as hedging instruments and at December 31, [removed: 2024,] [added: 2025,] we had notional amounts of [removed: $1.2 billion] [added: $739 million] (denominated primarily in U.S. dollars, Pounds sterling and Euros), with a net fair value [removed: liability] [added: asset] of [removed: $3] [added: $1] million.

| December 31, [removed: 2024] [added: 2025] | | Contract amount | | | | Average contractual exchange rate | | Contract amount | | | | Average contractual exchange rate |

| U.S. dollars sold for Pounds sterling | | $ | [removed: 104] [added: 91] | | | [removed: $1.27] [added: $1.30] = £1 | | $ | [removed: 44] [added: 39] | | | [removed: $1.29] [added: $1.34] = £1 |

| Euros sold for U.S. dollars | | | [removed: 19] [added: 24] | | | €1 = [removed: $1.10] [added: $1.14] | | | [removed: 9] [added: 11] | | | €1 = [removed: $1.11] [added: $1.19] |

| Fair value (i) | | $ | [removed: (1] [added: 3] | [removed: )] | | | | $ | [removed: (1] [added: —] | [removed: )] | | |

Represents the difference between the contract amount and the cash flow in U.S. dollars which would have been receivable had the foreign currency forward exchange contracts been entered into on December 31, [removed: 2024] [added: 2025] at the forward exchange rates prevailing at that date.

As of December 31, [removed: 2024,] [added: 2025,] no amount was drawn on this facility.

The Company had no outstanding floating rate-based debt at December 31, [removed: 2024.][added: 2025.]

| | | [removed: 2025 | | | |] 2026 | | | | 2027 | | | | 2028 | | | | 2029 | | | | [added: 2030 | | | |] Thereafter | | | | Total | | | | Fair Value (i) | | |

| Principal | | $ | [removed: —] [added: 550] | | | $ | [removed: 550] [added: 750] | | | $ | [removed: 750] [added: 600] | | | $ | [removed: 600] [added: 725] | | | $ | [removed: 725] [added: —] | | | $ | [removed: 2,725] [added: 3,725] | | | $ | [removed: 5,350] [added: 6,350] | | | $ | [removed: 5,052] [added: 6,168] | |

| Fixed rate payable | | | [removed: — | | | |] 4.400 | % | | | 4.650 | % | | | 4.500 | % | | | 2.950 | % | | | [removed: 5.238] [added: —] | [added: | | | 5.102 |] % | | | [removed: 4.677] [added: 4.685] | % | | | | |

Our [removed: increase in] [added: increased] interest income in 2024 [removed: reflects] [added: reflected] a combination of relatively [removed: high average] [added: high-average] interest rates over the course of 2024 and some increases in our invested cash balances.

[removed: Interest] [added: As to be expected, interest] income in the future will be a function of the short-term [added: rates we are able to obtain by currency and the cash balances available to invest.]

Interest income was [removed: $166] [added: $156] million, [removed: $145] [added: $166] million and [removed: $55] [added: $145] million for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

At December 31, [removed: 2024,] [added: 2025,] we held [removed: $2.6] [added: $2.7] billion of fiduciary funds invested in interest-bearing accounts.

If short-term interest rates increased or decreased by 25 basis points, interest earned on these invested fiduciary funds, and therefore our interest income recognized, would increase or decrease by approximately [removed: $6] [added: $7] million on an annualized basis.

Management does not believe that significant risk exists in connection with the Company’s concentrations of credit as of December 31, [removed: 2024.][added: 2025.]

| Revenue | | 54% | | 13% | | 16% | | 17% |

| Expenses (i) | | 47% | | 20% | | 14% | | 19% |

| | | 2026 | | | | | | 2027 | | | | |

| Total | | $ | 115 | | | | | $ | 50 | | | |

Through the end of 2025, although at levels below the same period

in 2024, short-term rates have remained in line with expectations.

Significant economic uncertainty prevails at this time, and the timing and magnitude of future central bank rate changes are uncertain.

| Revenue | | 59% | | 11% | | 14% | | 16% |

| Expenses (i) | | 53% | | 18% | | 12% | | 17% |

| | | 2025 | | | | | | 2026 | | | | |

| Total | | $ | 123 | | | | | $ | 53 | | | |

rates we are able to obtain by currency and the cash balances available to invest.

Utilizing the global view and local expertise of our approximately [removed: 49,000] [added: 47,000] colleagues serving more than 140 countries and markets, we help organizations sharpen strategies, enhance resilience, motivate workforces and maximize performance.

Our clients include many of the world’s leading corporations, including approximately [removed: 96%] [added: 93%] of the FTSE 100, 89% of the Fortune 1000, and [removed: 90%] [added: 92%] of the Fortune Global 500 companies.

None of the Company’s clients individually represented more than 10% of its consolidated revenue for each of the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

We place insurance with approximately 2,500 insurance carriers, none of which individually accounted for a significant concentration of the total premiums we placed on behalf of our clients in [removed: 2024, 2023] [added: 2025, 2024] or [removed: 2022.][added: 2023.]

WTW offers its clients a broad range of services and solutions [added: designed] to help them [removed: to] identify and control [removed: their] risks, [removed: and to enhance] [added: while also enhancing] business performance by improving their ability to attract, retain and engage a talented workforce.

Our risk control services [removed: range] [added: span] from strategic risk [removed: consulting (including providing] [added: consulting, including] actuarial [removed: analysis) to a variety of] [added: analysis and various] due diligence services, to [removed: the provision of] practical on-site [removed: risk control services (such] [added: support such] as health and safety or property loss control [removed: consulting), as well as] [added: consulting, alongside] analytical and advisory services [removed: (such as] [added: like] hazard modeling and climate risk [removed: quantification).][added: quantification.]

[removed: These] [added: We also assist clients in planning for and managing incidents or crises through] services [removed: include] [added: like] contingency planning, security audits and product tampering plans.

[removed: We help our clients] [added: To further] enhance [removed: their] business [removed: performance by delivering] [added: performance, we deliver] consulting services, technology and solutions that help [removed: them] [added: clients] anticipate, identify and capitalize on emerging opportunities in human capital management, as well as offer investment [removed: advice] [added: guidance] to help them develop disciplined and efficient strategies to meet their [removed: investment] [added: financial] goals.

We derive the majority of our revenue from either commissions or fees for brokerage or [added: from] consulting services.

We believe we can achieve this through executing on [removed: our] three [added: strategic] objectives:

Also, by divesting businesses that are no longer a strategic fit or do not [removed: have] [added: align with] our desired financial profile.

In turn, we’ll be able to fulfill our shared company [removed: purpose –] [added: purpose:] We transform tomorrows.

This means commitment to our shared purpose and values, a [added: foundational] framework that guides how we run our business and serve [added: our] clients.

Our values of client focus, teamwork, integrity, respect and excellence [removed: underlie] [added: underpin] all that we do, and how we behave and interact with each other, our clients and our partners.

Below are the percentages of revenue generated by each segment for each of the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |

| Health, Wealth & Career | | | [removed: 59] [added: 55] | % | | | [removed: 60] [added: 59] | % | | | 60 | % |

| Risk & Broking | | | [removed: 41] [added: 45] | % | | | [removed: 40] [added: 41] | % | | | 40 | % |

We can address our clients’ needs in more than [removed: 140] [added: 160] countries.

Our [removed: consultants] [added: colleagues] help clients make strategic decisions on topics such as optimizing program spend; evaluating emerging vendors, point solutions and coverage options (including publicly-subsidized health insurance exchanges and private exchanges in the U.S.); and dealing with above-inflation-rate increases in healthcare costs.

Our colleagues help [removed: our] clients assess the costs and risks of retirement plans on cash flow, earnings and the balance sheet, the effects of changing workforce demographics on their retirement plans, and retiree benefit adequacy and security.

For clients that want to outsource some or all of their pension plan management, we offer broking [removed: services,] [added: services] as well as integrated solutions that can combine investment discretionary management, pension administration, core actuarial services, and communication and change management assistance.

Our Benefits Delivery & Outsourcing businesses include [removed: Benefits Delivery & Administration (‘BDA’)] [added: Individual Marketplace] and Global Outsourcing.

By leveraging [removed: its] multiple distribution channels and [added: a] diverse product portfolio, Individual Marketplace offers solutions to a broad consumer base, helping individuals compare, purchase and use health insurance products, tools and [removed: information for life.][added: information.]

[removed: *Benefits Accounts* — Benefits Accounts provides employees and retirees with] [added: These are] tax-advantaged medical spending and savings accounts including health savings accounts (‘HSA’), health [removed: care flexible spending] [added: reimbursement] accounts [removed: (‘HCFSA’), dependent care] [added: (‘HRA’) and] flexible spending accounts [removed: (‘DCFSA’), limited purpose] [added: (‘FSA’), such as dependent care/commuting] flexible spending [removed: accounts (‘LPFSA’) and health reimbursement arrangements (‘HRA’).][added: accounts.]

*Global Outsourcing* — Global Outsourcing administers the health, welfare and retirement plans of clients using our proprietary [removed: technology, including tools to enable] [added: technology for] benefit modeling, decision support, enrollment and benefit choice, records management and [removed: self-service functions.][added: self-service.]

The CRB business places more than [removed: $30] [added: $34] billion of premiums into the insurance markets on an annual basis and delivers integrated global solutions tailored to client needs.

[removed: *Financial Solutions* —] [added: *Credit Risk Solutions (formerly known as] Financial [added: Solutions)* — Credit Risk] Solutions provides insurance broking services and specialized risk advice related to credit and political risk.

The number of colleagues by segment as of December 31, [removed: 2024] [added: 2025] is approximated below:

| Health, Wealth & Career | | | [removed: 25,700] [added: 23,100] | |

| Risk & Broking | | | [removed: 16,500] [added: 16,800] | |

| Corporate and Other | | | [removed: 6,700] [added: 7,000] | |

| Total Colleagues | | | [removed: 48,900] [added: 46,900] | |

The number of colleagues by geography as of December 31, [removed: 2024] [added: 2025] is approximated below:

| North America | | | [removed: 15,100] [added: 12,300] | |

Hiring into the Early Careers programs remained relatively stable and consistent with [removed: 2023.][added: 2024.]

We continue to have a strong rate of alumni returning to WTW, with rehires representing 7% of total hires in [removed: 2024 compared to 6% in 2023.][added: both 2025 and 2024.]

Our continued focus for [removed: 2025] [added: 2026] will be to increase our global investment in talent across sales and client-facing colleagues.

Our total rewards comprise a wide array of programs, including pay, benefits, share ownership, wellbeing, [removed: workplace flexibility,] [added: recognition, flexible working arrangements,] time off, career development opportunities and other aspects of the work environment.

[removed: Improve] [added: Enhance and sustain high levels of] colleague performance and engagement; and

*Wealth*

We are increasingly adding tech-enabled solutions to our offerings across HWC, and in particular in Career.

Individual Marketplace also provides Benefits Accounts to employees and retirees.

| | | December 31, 2025 | | |

| | | December 31, 2025 | | |

| Europe | | | 15,300 | |

| International | | | 19,300 | |

| Total Colleagues | | | 46,900 | |

Voluntary turnover (rolling 12-month attrition) has remained well within target range throughout 2025 (9.8% compared to 10.1% in 2024; for comparative purposes, the prior-year figure has been adjusted for a change in methodology for the seasonal colleague exclusion).

Hires exceeded 6,700, a decrease of 4% as compared to 2024 (for comparative purposes, the prior-year figure has been adjusted for a change in methodology for the seasonal colleague exclusion) primarily attributable to a volume of colleagues with effective start dates in 2026.

These are intended to enhance business performance in alignment with WTW’s strategy, culture and values.

In 2025, WTW expanded key total rewards programs, including the employee share purchase plan, to more countries.

We also enhanced our global Recognition Hub platform, celebrating our colleagues’ successes, achievements and milestones to support a culture of recognition and appreciation at WTW.

*substantially and negatively affect us’*, for a description of competition-related risks that may affect demand for the Company’s services.

these states.

The FCA’s primary strategic objective is to ensure that the relevant financial services market functions efficiently and effectively.

Its strategic priorities are to be a smarter regulator; to support growth; to help consumers navigate their financial lives; and to fight financial crime.

MiFID II imposes a variety of requirements that include, among others, rules relating to product governance and independent investment advice,

She joined Towers Perrin in 1986 as a consultant and held several leadership positions at Towers Perrin, serving

Imran Qureshi (age 55) - Mr. Qureshi has served as Global Head of Retirement at WTW since April 2, 2025 and Global Head of Geographies since November 3, 2025.

Prior to that, Mr. Qureshi served as Head of North America from August 2021 to September 2025, Head of Integrated & Global Solutions from June 2023 to March 2025 and Co-Leader, U.S. from February 2017 to August 30, 2021.

We assist clients in planning how to manage incidents or crises when they occur.

These percentages exclude revenue that has been classified as discontinued operations in our consolidated statements of comprehensive income.

W*ealth*

*Benefits Delivery & Administration* — The BDA business includes Individual Marketplace and Benefits Accounts.

Individual Marketplace serves employer-based populations through its end-to-end consumer acquisition and engagement platforms, which tightly integrate call routing technology, an efficient quoting and enrollment engine, a customer relations management system and deep links with insurance carriers.

Benefits Accounts is an important component of our holistic solutions suite, allowing employers to choose among an array of funding accounts when offering employees and retirees account-based health plans.

| | | December 31, 2024 (i) | | |

(i)

Health, Wealth & Career’s and Risk & Broking’s colleague totals as of December 31, 2024 include colleagues who provide direct support to the segments and were classified as Corporate in the prior year’s colleague totals.

| | | December 31, 2024 | | |

| Europe | | | 15,200 | |

| International | | | 18,600 | |

Voluntary turnover excluding TRANZACT colleagues (rolling 12-month attrition) has remained well within target range throughout 2024 (10.9% compared to 10.8% in 2023).

Future voluntary turnover trend data will exclude colleagues from our now-divested TRANZACT business, so comparison to prior years’ trends will not be impacted.

Hiring and internal movement statistics, summarized below, consistent with prior years excludes colleagues in TRANZACT as the volumes are material and fluctuate significantly in light of the nature of hiring in that business, which is materially dependent on seasonal colleagues.

As discussed in Note 3 — Acquisitions and Divestitures and elsewhere in this Annual Report on Form 10-K, the sale of TRANZACT was completed on December 31, 2024.

Because we have historically excluded TRANZACT colleagues from our annual hiring and internal movement statistics, these statistics will remain comparable year-over-year.

Hires exceeded 7,800, a decrease of 4% as compared to 2023, primarily attributable to higher-than-typical hiring volumes in 2023 due to Global Service Delivery Center hiring.

The following chart reflects global female demographic data and U.S. ethnic and racial demographic data as of December 31, 2024:

| | | | |

| --- | --- | --- | --- |

| Colleague Group | All Colleagues | | Senior Leadership (ii) |

| Female (global) | 55.2% | | 33.6% |

| Ethnic and racial diversity (U.S. only) | | | |

| Asian | 7.0% | | 5.9% |

| Black | 15.3% | | 1.5% |

| Hispanic | 10.1% | | 2.9% |

| Other non-white (i) | 3.2% | | 1.2% |

| Total | 35.6% | | 11.5% |

Other non-white includes American Indian, Native Hawaiian or other Pacific Islander and two or more races.

(ii)

Senior leadership represents 4% of our colleagues and includes those with titles of Managing and Senior Directors.

Our board composition reflects a mix of gender, race, ethnicity, nationality, backgrounds, experiences and skill sets.

As of December 31, 2024, 40% of directors identify as female, 10% as LGBT+ and 10% as Black (based on self-identified characteristics).

In addition, 75% of our board committee chairs are female and 50% identify as Black or LGBT+.

Additionally, 60% of our directors have non-US citizenship.

At WTW, we continually assess our total rewards strategy, considering colleague preferences and striving to invest in rewards that provide the greatest return.

Insights gathered from colleague listening activities inform focus areas and adjustments that align with our strategic priorities and colleague experience — helping us offer the right mix of meaningful and competitive programs now and in the future to deliver our strategy.

For example, in 2024, we launched an employee share purchase plan in several countries and a new recognition hub, a global platform for appreciation and recognition of colleagues.

We also compete with providers of account-based health plans and consumer-directed benefits such as WageWorks and HealthEquity.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of the voting common equity held by non-affiliates of the Registrant, computed by reference to the last reported price at which the Registrant’s common equity was sold on June 30, [removed: 2024] [added: 2025] (the last day of the Registrant’s most recently completed second quarter) was [removed: $26,561,578,541.][added: $29,918,279,975.]

As of February [removed: 19, 2025,] [added: 20, 2026,] there were outstanding [removed: 99,692,639] [added: 94,545,903] ordinary shares, nominal value $0.000304635 per share, of the Registrant.

For the year ended December 31, [removed: 2024][added: 2025]

| Item 1A | | [Risk Factors](#item_1a_risk_factors) | | [removed: 16] [added: 15] |

| Item 1B | | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | [removed: 40] [added: 39] |

| Item 3 | | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 42] [added: 41] |

| Item 4 | | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 42] [added: 41] |

| Item 5 | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | | [removed: 43] [added: 42] |

| Item 6 | | [\[RESERVED\]](#item_6_selected_consolidated_financial_d) | | [removed: 46] [added: 45] |

| Item 7 | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | | [removed: 47] [added: 46] |

| Item 9 | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | | [removed: 126] [added: 129] |

| Item 9A | | [Controls and Procedures](#item_9a_controls_procedures) | | [removed: 126] [added: 129] |

| Item 9B | | [Other Information](#item_9b_or_information) | | [removed: 128] [added: 131] |

| Item 9C | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_juris) | | [removed: 129] [added: 132] |

| Item 10 | | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | | [removed: 130] [added: 133] |

| Item 11 | | [Executive Compensation](#item_11_executive_compensation) | | [removed: 130] [added: 133] |

| Item 12 | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | | [removed: 130] [added: 133] |

| Item 13 | | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | | [removed: 130] [added: 133] |

| Item 14 | | [Principal Accounting Fees and Services](#item_14_principal_accountant_fees_servic) | | [removed: 130] [added: 133] |

| Item 15 | | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | | [removed: 131] [added: 134] |

| Item 16 | | [Form 10-K Summary](#item_16_form_10k_summary) | | [removed: 137] [added: 140] |

| [removed: ‘Legacy Willis’ or] ‘Willis’ | | Willis Group Holdings Public Limited Company and its subsidiaries, predecessor to WTW, prior to the Merger of Willis Group Holdings Public Limited Company and Towers Watson & Co. pursuant to the Agreement and Plan of Merger, dated June 29, 2015, as amended on November 19, 2015, and completed on January 4, 2016 |

| [removed: ‘Legacy Towers Watson’ or] ‘Towers Watson’ | | Towers Watson & Co. and its subsidiaries |

| ‘Brexit’ | | The United Kingdom’s exit from the European Union, which occurred on January 31, [removed: 2020.] [added: 2020] |

All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as: our outlook; the potential impact of natural or man-made disasters like health pandemics and other world health crises; [added: the impact of macroeconomic trends, including inflation, changes in interest rates, trade policies and other geopolitical risks;] future capital expenditures; ongoing working capital efforts; future share repurchases; financial results (including our revenue, costs or margins) and the impact of changes to tax laws on our financial results; existing and evolving business strategies; our [added: indebtedness; our] ability to execute strategic transactions, including both acquisitions and dispositions, including our ability to receive adequate consideration or any earnout proceeds in return for any dispositions or integrate or manage acquired businesses [added: (such as our recent acquisition of Newfront Insurance Holdings, Inc. and our planned acquisition of Cushon)] or effect internal reorganizations; [removed: incremental risks relating to the transitional arrangements in effect subsequent to our previously-completed sale of TRANZACT;] demand for our services and competitive strengths; strategic goals; the benefits of new [removed: initiatives;] [added: initiatives or investments in technology;] growth of our business and operations; the sustained health of our product, service, transaction, client, and talent assessment and management pipelines; our ability to successfully manage ongoing leadership, organizational and technology changes, including investments in improving systems and processes; our [added: cybersecurity and privacy processes; our ability to protect our intellectual property; our compliance with laws and regulations; risks associated with being an Irish-incorporated company; our] recognition of future impairment charges; and plans and references to future successes, including our future financial and operating results, short-term and long-term financial goals, plans, objectives, expectations and intentions, including with respect to free cash flow generation, adjusted net income, adjusted operating margin and adjusted earnings per share, are forward-looking statements.

| [Signatures](#signatures) | | | | 141 |

| [Signatures](#signatures) | | | | 138 |

WTW’s board of directors has delegated the oversight of cybersecurity risks to the Risk and Operational Oversight Committee (the ‘Risk [removed: Committee’), which was recently formed following the completion of the three-year term of the Operational Transformation Committee.][added: Committee’).]

WTW's CISO has served in various roles in information technology and information security for over [removed: 33] [added: 23] years, including serving as CISO of several public companies.

The CISO holds undergraduate and graduate degrees in [removed: mathematics and strategic information systems and has attained the professional certification of][added: business.]

Additional risks and uncertainties not currently known or [removed: that may] [added: not] currently [removed: be] deemed [removed: to be immaterial also may] [added: material may, in the future,] materially adversely affect WTW’s business, financial condition or results of operations.

Certified Information Systems Security Professional.

Our ordinary shares [removed: trade] [added: have traded] on the NASDAQ Global Select Market under the symbol ‘WTW’ [removed: as of] [added: since] January 10, 2022.

As of February [removed: 24, 2025,] [added: 23, 2026,] there were [removed: 958] [added: 912] shareholders of record of our ordinary shares, not including those ordinary shares held in street or nominee name.

In February [removed: 2025,] [added: 2026,] the board of directors approved a quarterly cash dividend of [removed: $0.92] [added: $0.96] per share [removed: ($3.68] [added: ($3.84] per share annualized rate), which will be paid on or around April 15, [removed: 2025] [added: 2026] to shareholders of record as of March 31, [removed: 2025.][added: 2026.]

The graph below depicts cumulative total shareholder returns for WTW for the period from December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024.][added: 2025.]

The graph charts the performance of $100 invested on the initial date indicated, December 31, [removed: 2019,] [added: 2020,] assuming full dividend reinvestment.

[removed: ][added: ]

During the year ended December 31, [removed: 2024,] [added: 2025,] no shares were issued by the Company without registration under the Securities Act of 1933, as amended.

The board of directors has authorized the current open-ended repurchase program for a total of up to [removed: $10.2] [added: $11.7] billion, which was most recently increased by [removed: $1.0] [added: $1.5] billion on [removed: November 20, 2024.][added: September 16, 2025.]

At December 31, [removed: 2024,] [added: 2025,] the maximum number of shares that may be purchased under the existing stock repurchase program is [removed: 4,602,709,] [added: 3,931,099,] with approximately [removed: $1.4] [added: $1.3] billion remaining on the current open-ended repurchase authority granted by the board.

An estimate of the maximum number of shares under the existing authorities was determined using the closing price of our ordinary shares on December 31, [removed: 2024] [added: 2025] of [removed: $313.24.][added: $328.60.]

| October 1, 2025 through October 31, 2025 | | 400,835 | | | $ | 335.49 | | | | 400,835 | | | | 4,599,053 | |

| November 1, 2025 through November 30, 2025 | | 547,165 | | | $ | 321.79 | | | | 547,165 | | | | 4,051,888 | |

| December 1, 2025 through December 31, 2025 | | 120,789 | | | $ | 326.54 | | | | 120,789 | | | | 3,931,099 | |

| | | 1,068,789 | | | $ | 327.47 | | | | 1,068,789 | | | | | |

For information on our securities authorized for issuance under our existing equity compensation plans, see ‘Securities Authorized for Issuance under Equity Compensation Plans’ in our year-end 2025 proxy statement to be filed with the SEC in the first half of 2026.

| October 1, 2024 through October 31, 2024 | | 362,252 | | | $ | 292.18 | | | | 362,252 | | | | 5,519,443 | |

| November 1, 2024 through November 30, 2024 | | 403,312 | | | $ | 314.52 | | | | 403,312 | | | | 5,116,131 | |

| December 1, 2024 through December 31, 2024 | | 513,422 | | | $ | 316.33 | | | | 513,422 | | | | 4,602,709 | |

| | | 1,278,986 | | | $ | 308.92 | | | | 1,278,986 | | | | | |

The following table provides information, as of December 31, 2024, about the securities authorized for issuance under the Company’s equity compensation plans and is categorized according to whether or not the equity plan was previously approved by shareholders.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Plan Category | | Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Shares Remaining Available for Future Issuance (ii) |

| Equity Compensation Plans Approved by Security Holders (i) | | 1,404,655 | | — | | 4,919,702 |

| Equity Compensation Plans Not Approved by Security Holders | | — | | — | | — |

| Total | | 1,404,655 | | — | | 4,919,702 |

(i)

Includes options and RSUs outstanding under the Towers Watson & Co. 2009 Long-Term Incentive Plan and the 2012 Equity Incentive Plan (‘2012 Plan’).

The Company intends to only grant future awards under the 2012 Plan.

(ii)

Represents shares available for issuance pursuant to awards that may be granted under the 2012 Plan (3,911,221 shares) and the Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee Stock Purchase Plan (1,008,481 shares).

For the year ended December 31, [removed: 2024][added: 2025]

| [Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2024](#consolidated_statements_comprehensive_in)] [added: 2025](#consolidated_statements_comprehensive_in)] | | 74 |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#consolidated_balance_sheets)] [added: 2024](#consolidated_balance_sheets)] | | 75 |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2024](#consolidated_statements_cash_flows)] [added: 2025](#consolidated_statements_cash_flows)] | | 76 |

| [Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, [removed: 2024](#consolidated_statements_changes_in_equit)] [added: 2025](#consolidated_statements_changes_in_equit)] | | 77 |

We have audited the accompanying consolidated balance sheets of Willis Towers Watson Public Limited Company and subsidiaries (the ‘Company’) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of comprehensive income, changes in equity and cash flows, for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the ‘financial statements’).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America (‘US GAAP’).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (‘PCAOB’), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, [removed: 2025,] [added: 2026,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

[removed: February 25,] [added: |] 2025 [added: | | | — | | | | 1 | | | | — | | | | — | | | | 1 | | | | 2 | | | | 3 | | | | 31 | | | | 34 | |]

| | | Years [removed: ended] [added: Ended] December 31, | | | | | | | [removed: | | | |]

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |

| Revenue | | $ | [removed: 9,930] [added: 9,708] | | | $ | [removed: 9,483] [added: 9,930] | | | $ | [removed: 8,866] [added: 9,483] | |

| Salaries and benefits | | | [removed: 5,502] [added: 5,625] | | | | [removed: 5,344] [added: 5,502] | | | | [removed: 5,065] [added: 5,344] | |

| Other operating expenses | | | [removed: 1,833] [added: 1,408] | | | | [removed: 1,815] [added: 1,833] | | | | [removed: 1,695] [added: 1,815] | |

| Impairment | | | [removed: 1,042] [added: —] | | | | [removed: —] [added: 1,042] | | | | [removed: 81] [added: —] | |

| Depreciation | | | [removed: 230] [added: 226] | | | | [removed: 242] [added: 230] | | | | [removed: 255] [added: 242] | |

| Amortization | | | [removed: 226] [added: 192] | | | | [removed: 263] [added: 226] | | | | [removed: 312] [added: 263] | |

| Restructuring costs | | | [removed: 61] [added: —] | | | | [removed: 68] [added: 61] | | | | [removed: 99] [added: 68] | |

| Transaction and transformation | | | [removed: 409] [added: 23] | | | | [removed: 386] [added: 409] | | | | [removed: 181] [added: 386] | |

| Total costs of providing services | | | [removed: 9,303] [added: 7,474] | | | | [removed: 8,118] [added: 9,303] | | | | [removed: 7,688] [added: 8,118] | |

| Income from operations | | | [removed: 627] [added: 2,234] | | | | [removed: 1,365] [added: 627] | | | | [removed: 1,178] [added: 1,365] | |

| Interest expense | | | [removed: (263] [added: (260] | ) | | | [removed: (235] [added: (263] | ) | | | [removed: (208] [added: (235] | ) |

| Other (loss)/income, net | | | [removed: (260] [added: (21] | ) | | | [removed: 149] [added: (262] | [added: )] | | | [removed: 288] [added: 146] | |

| Provision for income taxes | | [added: $] | (192 | ) | | [added: $] | (215 | ) | [removed: | | (194 | ) |]

| NET [removed: (LOSS)/INCOME] [added: INCOME/(LOSS)] | | | [removed: (88] [added: 1,613] | [removed: )] | | | [removed: 1,064] [added: (88] | [added: )] | | | [removed: 1,024] [added: 1,064] | |

| Income attributable to non-controlling interests | | | [removed: (10] [added: (8] | ) | | | [removed: (9] [added: (10] | ) | | | [removed: (15] [added: (9] | ) |

| NET [removed: (LOSS)/INCOME] [added: INCOME/(LOSS)] ATTRIBUTABLE TO WTW | | $ | [removed: (98] [added: 1,605] | [removed: )] | | $ | [removed: 1,055] [added: (98] | [added: )] | | $ | [removed: 1,009] [added: 1,055] | |

| [removed: (LOSS)/EARNINGS] [added: EARNINGS/(LOSS)] PER SHARE | | | | | | | | | | | | |

| Basic [removed: (loss)/earnings] [added: earnings/(loss)] per [removed: share:] [added: share] | | [added: $] | [added: 16.34] | | | [added: $] | [added: (0.96] | [added: )] | | [added: $] | [added: 10.01] | |

| Basic [removed: (loss)/earnings] [added: earnings/(loss)] per share | | $ | [removed: (0.96] [added: 16.34] | [removed: )] | | $ | [removed: 10.01] [added: (0.96] | [added: )] | | $ | [removed: 9.00] [added: 10.01] | |

| Diluted [removed: (loss)/earnings] [added: earnings/(loss)] per [removed: share:] [added: share] | | [added: $] | [added: 16.26] | | | [added: $] | [added: (0.96] | [added: )] | | [added: $] | [added: 9.95] | |

| Diluted [removed: (loss)/earnings] [added: earnings/(loss)] per share | | $ | [removed: (0.96] [added: 16.26] | [removed: )] | | $ | [removed: 9.95] [added: (0.96] | [added: )] | | $ | [removed: 8.98] [added: 9.95] | |

| NET [removed: (LOSS)/INCOME] [added: INCOME/(LOSS)] | | $ | [removed: (88] [added: 1,613] | [removed: )] | | $ | [removed: 1,064] [added: (88] | [added: )] | | $ | [removed: 1,024] [added: 1,064] | |

| Other comprehensive [removed: (loss)/income,] [added: income/(loss),] net of tax: | | | | | | | | | | | | |

| Foreign currency translation | | $ | [removed: (204] [added: 412] | [removed: )] | | $ | [removed: 173] [added: (204] | [added: )] | | $ | [removed: (499] [added: 173] | [removed: )] |

| Defined pension and post-retirement benefits | | | [removed: (94] [added: (91] | ) | | | [removed: (408] [added: (94] | ) | | | [removed: 65] [added: (408] | [added: )] |

| Derivative instruments | | | [removed: (4] [added: 3] | [removed: )] | | | [removed: 2] [added: (4] | [added: )] | | | [removed: (2] [added: 2] | [removed: )] |

| Other comprehensive [removed: loss,] [added: income/(loss),] net of tax, before non-controlling interests | | | [removed: (302] [added: 324] | [removed: )] | | | [removed: (233] [added: (302] | ) | | | [removed: (436] [added: (233] | ) |

| Comprehensive [removed: (loss)/income] [added: income/(loss)] before non-controlling interests | | | [removed: (390] [added: 1,937] | [removed: )] | | | [removed: 831] [added: (390] | [added: )] | | | [removed: 588] [added: 831] | |

| Comprehensive income attributable to non-controlling interests | | | [removed: (10] [added: (8] | ) | | | [removed: (11] [added: (10] | ) | | | [removed: (14] [added: (11] | ) |

February 25, 2026

| INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES | | | 1,953 | | | | 102 | | | | 1,276 | |

| INCOME/(LOSS) FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES | | | 1,635 | | | | (90 | ) | | | 1,061 | |

| Interest in earnings of associates, net of tax | | | (22 | ) | | | 2 | | | | 3 | |

| NET INCOME/(LOSS) | | $ | 1,613 | | | $ | (88 | ) | | $ | 1,064 | |

| Depreciation | | | 226 | | | | 230 | | | | 242 | |

| Additions to fixed assets and software | | | (229 | ) | | | (245 | ) | | | (242 | ) |

| Contributions to investments in associates | | | (35 | ) | | | (3 | ) | | | — | |

| Net purchases of held-to-maturity securities | | | (50 | ) | | | — | | | | — | |

| Net purchases of available-for-sale securities | | | (40 | ) | | | (12 | ) | | | (4 | ) |

| Shares repurchased | | | (5,139 | ) | | | — | | | | (1,650 | ) | | | — | | | | — | | | | (1,650 | ) | | | — | | | | (1,650 | ) |

| Net income | | | — | | | | — | | | | 1,605 | | | | — | | | | — | | | | 1,605 | | | | 8 | | | | 1,613 | |

| Other comprehensive income | | | — | | | | — | | | | — | | | | — | | | | 324 | | | | 324 | | | | — | | | | 324 | |

| Balance as of December 31, 2025 | | | 95,080 | | | $ | 11,106 | | | $ | (296 | ) | | $ | — | | | $ | (2,834 | ) | | $ | 7,976 | | | $ | 76 | | | $ | 8,052 | |

Our estimates,

As discussed in Note 3 — Acquisitions and Divestitures in connection with the sale

of TRANZACT, completed on December 31, 2024, the Company recorded a $1.0 billion non-cash goodwill impairment charge on the Benefits Delivery & Outsourcing reporting unit (‘BDO’).

The

costs.

Following a number of legal challenges, the SEC voluntarily stayed the SEC Climate Rules.

In response to the SEC’s discontinuation of its defense of the SEC Climate Rules, the pending litigation is held in abeyance, awaiting the SEC to either defend, revise, or rescind the rules.

The Company is monitoring the outcome.

In July 2025, the FASB issued ASU 2025-05, *Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*, which is intended to improve guidance on the measurement of credit losses for accounts receivable and contract assets.

This ASU provides an optional practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets.

The requirements for this ASU became effective for the Company on January 1, 2026.

Early adoption was permitted and the guidance was applied prospectively to estimates of expected credit losses on asset balances prepared after the date of adoption.

In September 2025, the FASB issued ASU 2025-06, *Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*, which is intended to clarify and modernize the accounting for costs related to internal-use software.

This ASU changes capitalization requirements from being tied to development stages and instead creates a capitalization threshold which is achieved when it is probable the software will be completed for its intended purpose.

Early adoption is permitted and may be applied using a prospective, retrospective, or modified transition approach.

The Company is assessing all aspects of the ASU, including adoption timing and transition method, and the expected impact on its consolidated financial statements.

The Company has included the required disclosures within Note 7 — Income Taxes.

In January 2026, the OECD announced the release of a new package of administrative guidance under the Pillar Two global minimum tax rules (the ‘side-by-side’ (SbS) package).

Key components of the package include a simplified effective tax rate safe harbor, an extension of the transitional country-by-country reporting safe harbor, a substance-based tax incentive safe harbor, a side-by-side safe harbor for certain multinational groups located in eligible jurisdictions, an ultimate parent entity safe harbor for eligible countries, and a commitment to focus on additional clarifications and simplifications.

These new safe harbor rules do not affect the application of a qualified domestic minimum top-up tax.

Except for the extension of the transitional country-by-country reporting safe harbor, the Company does not expect the new safe harbors to apply.

*H.R. 1*

On July 4, 2025, the ‘Act to provide for reconciliation pursuant to title II of H.

Con.

Res.

14’ (‘H.R. 1’) was enacted into law and generally became effective on January 1, 2026, with certain exceptions.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | | 104 | | | | 1,279 | | | | 1,258 | |

| (LOSS)/INCOME FROM CONTINUING OPERATIONS | | | (88 | ) | | | 1,064 | | | | 1,064 | |

| LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | | | — | | | | — | | | | (40 | ) |

| (Loss)/income from continuing operations per share | | $ | (0.96 | ) | | $ | 10.01 | | | $ | 9.36 | |

| Loss from discontinued operations per share | | | — | | | | — | | | | (0.36 | ) |

| (Loss)/income from continuing operations per share | | $ | (0.96 | ) | | $ | 9.95 | | | $ | 9.34 | |

| Additions to fixed assets and software for internal use | | | (136 | ) | | | (153 | ) | | | (138 | ) |

| Capitalized software costs | | | (109 | ) | | | (89 | ) | | | (66 | ) |

| (Purchase)/sale of investments | | | (12 | ) | | | (4 | ) | | | 200 | |

| Proceeds from issuance of shares | | | — | | | | — | | | | 7 | |

| Balance as of January 1, 2022 | | | 122,056 | | | $ | 10,804 | | | $ | 4,645 | | | $ | (3 | ) | | $ | (2,186 | ) | | $ | 13,260 | | | $ | 48 | | | $ | 13,308 | |

| Shares repurchased | | | (15,729 | ) | | | — | | | | (3,530 | ) | | | — | | | | — | | | | (3,530 | ) | | | — | | | | (3,530 | ) |

| Net income | | | — | | | | — | | | | 1,009 | | | | — | | | | — | | | | 1,009 | | | | 15 | | | | 1,024 | |

| Reduction of non-controlling interests (ii) | | | — | | | | 2 | | | | — | | | | — | | | | — | | | | 2 | | | | (2 | ) | | | — | |

(ii)

We also provided direct-to-consumer sales of Medicare coverage through our TRANZACT business until December 31, 2024, the date of the completion of the sale of TRANZACT (see Note 3 – Acquisitions and Divestitures).

In certain instances, the Company advances

*Acquired Accounts Receivable* — As part of the acquisition accounting for the TRANZACT business in 2019, the acquired accounts receivable arising from direct-to-consumer Medicare broking sales were present-valued at the acquisition date in accordance with ASC 805, *Business Combinations* (‘ASC 805’).

Cash collections for these receivables were expected to occur over a period of several years.

Due to the provisions of ASC 606, *Revenue From Contracts With Customers* (‘ASC 606’), these receivables were not discounted for a significant financing component when initially recognized.

Following the acquisition, the acquired renewal commissions receivables were accounted for prospectively using the cost-recovery method in which future cash receipts were initially applied against the acquisition date fair value until the value reached zero.

Any cash received in excess of the fair value determined at acquisition was recorded to earnings when it was received.

Prior to the sale of TRANZACT, the adjusted values of these acquired renewal commissions receivables were included in Prepaid and other current assets or Other non-current assets, as appropriate, on the consolidated balance sheets.

| Other | In line with underlying cash flows or straight-line basis | | 5 to 16 |

The Company’s goodwill impairment tests for the years ended December 31, 2023 and 2022 have not resulted in any impairment charges.

commissions.

Costs related to divestitures incurred during the period of the divestment

The Company will include the required disclosures within its 2025 Annual Report on Form 10-K.

For example, the rules require the notes to the financial statements to include disclosure regarding the effects of severe weather events and other natural conditions, subject to certain materiality thresholds.

Additionally, the SEC Climate Rules also require certain other disclosures outside of the financial statements.

Among other things, these requirements include Scope 1 (direct) and Scope 2 (indirect from purchased energy) greenhouse gas (‘GHG’) emissions, if material, which will be subject to assurance requirements that will be phased in, as well as governance, oversight and risk management disclosures, which include any transition plan adopted to manage material transition risk, and material climate targets and goals.

SEC Climate Rules require these disclosures to be implemented in phases.

Following a number of legal challenges which have been consolidated for review in the U.S. Court of Appeals for the Eighth Circuit, the SEC has voluntarily stayed the SEC Climate Rules pending the completion of judicial review of such consolidated petitions to avoid regulatory uncertainty for companies subject to the SEC Climate Rules while the litigation proceeds.

The Company is monitoring the outcome of the litigation and will provide the required disclosures if and when required.

In November 2023, the FASB issued ASU No. 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* (‘ASU 2023-07’) which is intended to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses.

Among other amendments, this ASU creates a ‘significant expense principle,’ and adds required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker (‘CODM’) evaluates segment expenses and operating results.

In addition, this ASU requires for interim periods all disclosures about a reportable segment’s profit or loss and assets under ASC 280, *Segment Reporting*, that had previously only been provided annually (e.g., interest revenue and expense, depreciation and amortization expense).

New interim disclosures are required for fiscal years beginning January 1, 2025.

Based upon that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2024] [added: 2025] in providing reasonable assurance that the information required to be disclosed in the periodic reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including the CEO and the CFO, as appropriate, to allow for timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Exchange Act in the quarter and year ended December 31, [removed: 2024] [added: 2025] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of our management, including our CEO and CFO, we evaluated the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this evaluation, management has concluded that we maintained effective internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

We have audited the internal control over financial reporting of Willis Towers Watson Public Limited Company and subsidiaries (the ‘Company’) as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (‘COSO’).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (‘PCAOB’), the consolidated financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of the Company and our report dated February 25, [removed: 2025,] [added: 2026,] expressed an unqualified opinion on those financial statements.

February 25, 2026

February 25, 2025

[removed: The following] [added: For the quarter ended December 31, 2025, none of the Company’s] directors and officers [removed: (as defined in Rule 16a-1(f) under the Exchange Act)] adopted, modified, or terminated [removed: ‘Rule 10b5-1 trading arrangements’ (as defined in Regulation S-K, Item 408)] [added: any contract, instruction or written plan for the purchase or sale of Company securities] intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) [added: or any ‘non-Rule 10b5-1 trading arrangement’ as defined] under [removed: the Exchange Act:][added: Item 408(c) of Regulation S-K.]

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Director or Officer Name | | Director or Officer Title | | Plan Adopted, Modified, or Terminated | | Securities Covered by Plan | | Amount of Securities Eligible for Sale Under the Plan | | Plan Termination Date* |

| Carl Hess | | Chief Executive Officer | | Adopted on February 6, 2025 | | Ordinary Shares | | 10,000 | | July 31, 2025 |

| Alexis Faber | | Chief Operating Officer | | Adopted on February 6, 2025 | | Ordinary Shares underlying vested Restricted Stock Units (‘RSUs’) | | 10% of those vested RSUs† granted by WTW on April 1, 2022, 2023, and 2024 | | December 31, 2025 |

* Subject to early termination for certain specified events set forth in the plan.

† Excluding any shares withheld by the Company to satisfy its income tax withholding obligations in connection with the net settlement of equity awards.

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2024][added: 2025]

Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2024][added: 2025]

Consolidated Statements of Changes in Equity for each of the three years in the period ended December 31, [removed: 2024][added: 2025]

| 4.8 | | [Sixth Supplemental Indenture, dated as of December 16, 2024, supplemental to the Indenture dated as of August 15, 2013](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex4_8.htm) | | [added: 10-K] | | [added: 4.8] | | [added: February 25, 2025] | | [removed: X] |

| 4.17 | | [Eighth Supplemental Indenture, dated as of December 16, 2024, supplemental to the Indenture dated as of May 16, 2017](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex4_17.htm) | | [added: 10-K] | | [added: 4.17] | | [added: February 25, 2025] | | [removed: X] |

| [removed: 4.18] [added: 4.19] | | [Officers’ Certificate of the Issuer and the Guarantors (including Form of Willis North America Inc.'s 2.95% Senior Note due 2029 and 3.875% Senior Note due 2049), dated as of May 29, 2020](https://www.sec.gov/Archives/edgar/data/1140536/000119312520155900/d937873dex41.htm) | | 8-K | | 4.1 | | May 29, 2020 | | |

| [removed: 4.19] [added: 4.20] | | [Form of Indenture among Willis Towers Watson Public Limited Company, as issuer, Willis Towers Watson Sub Holdings Unlimited Company, Willis Netherlands Holdings B.V., Willis Investment UK Holdings Limited, TA I Limited, Willis Towers Watson UK Holdings Limited, Trinity Acquisition plc, Willis Group Limited and Willis North America Inc., as guarantors, and Computershare Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1076532/000119312522058006/d252728dex46.htm) | | S-3 | | 4.6 | | February 28, 2022 | | |

| [removed: 10.4] [added: 10.7] | | [Deed Poll of Assumption, dated as of December 31, 2009, by and between Willis Group Holdings Limited and Willis Group Holdings Public Limited Company](https://www.sec.gov/Archives/edgar/data/1140536/000095012310000028/h69179exv10w4.htm) | | 8-K | | 10.4 | | January 4, 2010 | | |

| [removed: 10.5] [added: 10.8] | | [Security and Asset Purchase Agreement, dated as of August 12, 2021, by and between Willis Towers Watson plc and Arthur J. Gallagher & Co.](https://www.sec.gov/Archives/edgar/data/1140536/000119312521246964/d218523dex101.htm) | | 8-K | | 10.1 | | August 16, 2021 | | |

| [removed: 10.6] [added: 10.9] | | [Letter Agreement, dated December 1, 2021, by and between Willis Towers Watson plc and Arthur J. Gallagher & Co.](https://www.sec.gov/Archives/edgar/data/1140536/000119312521349136/d414791dex101.htm) | | 8-K | | 10.1 | | December 6, 2021 | | |

| [removed: 10.7†] [added: 10.10†] | | [Willis Towers Watson Public Limited Company 2012 Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1140536/000119312522127378/d248213ddef14a.htm)] [added: Plan (as amended and restated February 25, 2025)](https://www.sec.gov/Archives/edgar/data/1140536/000095017025057769/wtw-ex10_1.htm)] | | [removed: DEF14A] [added: 10-Q] | | [removed: A] [added: 10.1] | | April [removed: 28, 2022] [added: 24, 2025] | | |

| [removed: 10.8†] [added: 10.11†] | | [Form of Time-Based Share Option Award Agreement under the Willis Group Holdings Public Limited Company 2012 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140536/000119312512346209/d352817dex101.htm) | | 10-Q | | 10.1 | | August 9, 2012 | | |

| [removed: 10.9†] [added: 10.12†] | | [Form of 2012 Equity Incentive Plan (As Amended and Restated) Restricted Share Unit Award Agreement for Non-Employee Directors under the Willis Group Holdings Public Limited Company 2012 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140536/000095017022001932/wtw-ex10_9.htm) | | 10-K | | 10.9 | | February [removed: 24,] [added: 14,] 2022 | | |

| [removed: 10.10†] [added: 10.13†] | | [Rules of the Willis Group Holdings Public Limited Company 2012 Sharesave Sub-Plan for the United Kingdom to the Willis Group Holdings Public Limited Company 2012 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140536/000144530513000389/exhibit1032.htm) | | 10-K | | 10.32 | | February 28, 2013 | | |

| [removed: 10.11†] [added: 10.14†] | | [Amended and Restated Willis U.S. 2005 Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1140536/000129993309004633/exhibit1.htm) | | 8-K | | 10.1 | | November 20, 2009 | | |

| [removed: 10.12†] [added: 10.15†] | | [First Amendment to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan, effective June 1, 2011](https://www.sec.gov/Archives/edgar/data/1140536/000095012311074829/u10790exv10w1.htm) | | 10-Q | | 10.1 | | August 9, 2011 | | |

| [removed: 10.13†] [added: 10.16†] | | [Second Amendment to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1140536/000114053613000015/exhibit106.htm) | | 10-Q | | 10.6 | | November 5, 2013 | | |

| [removed: 10.14†] [added: 10.17†] | | [Amendment 2017-1 to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1140536/000114053618000008/wltw-ex1034_20171231.htm) | | 10-K | | 10.34 | | February 28, 2018 | | |

| [removed: 10.15†] [added: 10.18†] | | [Amendment 2019-1 to the Amended and Restated Willis U.S. 2005 Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1140536/000156459019039341/wltw-ex102_76.htm) | | 10-Q | | 10.2 | | November 1, 2019 | | |

| [removed: 10.16†] [added: 10.19†] | | [Form of Deed of Indemnity of Willis Towers Watson Public Limited Company](https://www.sec.gov/Archives/edgar/data/1140536/000119312516420642/d113564dex101.htm) | | 8-K | | 10.1 | | January 5, 2016 | | |

| [removed: 10.17†] [added: 10.20†] | | F[orm of Indemnification Agreement of Willis North America Inc.](https://www.sec.gov/Archives/edgar/data/1140536/000119312516420642/d113564dex102.htm) | | 8-K | | 10.2 | | January 5, 2016 | | |

| [removed: 10.18†] [added: 10.21†] | | [Offer Letter, dated as of August 26, 2021, by and between Willis Towers Watson US LLC and Andrew Krasner](https://www.sec.gov/Archives/edgar/data/1140536/000156459021052630/wltw-ex104_93.htm) | | 10-Q | | 10.4 | | October 28, 2021 | | |

| [removed: 10.19†] [added: 10.22†] | | [Time-Based Restricted Share Unit Award Agreement, dated as of September 7, 2021, by and between Willis Towers Watson Public Limited Company and Andrew Krasner](https://www.sec.gov/Archives/edgar/data/1140536/000156459021052630/wltw-ex105_94.htm) | | 10-Q | | 10.5 | | October 28, 2021 | | |

| [removed: 10.20†] [added: 10.23†] | | [Employment Agreement, dated as of February 25, 2015, by and between Willis Group Holdings Public Limited Company and Matthew Furman](https://www.sec.gov/Archives/edgar/data/1140536/000095017022001932/wtw-ex10_45.htm) | | 10-K | | 10.45 | | February 24, 2022 | | |

| [removed: 10.21†] [added: 10.24†] | | [Employment Agreement, dated as of May 15, 2024, by and between Willis Group Services Limited Company and Lucy Clarke](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex10_21.htm) | | [added: 10-K] | | [added: 10.21] | | [added: February 25, 2025] | | [removed: X] |

| [removed: 10.22†] [added: 10.25†] | | [Time-Based Restricted Share Unit Award Agreement No. 1 (Sign On Award), dated as of October 14, 2024, by and between Willis Towers Watson Public Limited Company and Lucy Clarke](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex10_22.htm) | | [added: 10-K] | | [added: 10.22] | | [added: February 25, 2025] | | [removed: X] |

| [removed: 10.23†] [added: 10.26†] | | [Time-Based Restricted Share Unit Award Agreement No. 2, dated as of October 14, 2024, by and between Willis Towers Watson Public Limited Company and Lucy Clarke](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex10_23.htm) | | [added: 10-K] | | [added: 10.23] | | [added: February 25, 2025] | | [removed: X] |

| [removed: 10.24†] [added: 10.27†] | | [Fully Vested Restricted Share Unit Award Agreement, dated as of October 14, 2024, by and between Willis Towers Watson Public Limited Company and Lucy Clarke](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex10_24.htm) | | [added: 10-K] | | [added: 10.24] | | [added: February 25, 2025] | | [removed: X] |

| [removed: 10.25†] [added: 10.28†] | | [Form of Retention Agreement](https://www.sec.gov/Archives/edgar/data/1140536/000119312521030287/d109756dex101.htm) | | 8-K | | 10.1 | | February 5, 2021 | | |

| [removed: 10.26†] [added: 10.29†] | | [Towers Watson Amended and Restated 2009 Long Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/1140536/000119312516421492/d113853dex991.htm) | | S-8 | | 99.1 | | January 5, 2016 | | |

| [removed: 10.27†] [added: 10.30†] | | [Trust Deed and Rules of the Towers Watson Limited Share Incentive Plan 2005 (U.K.)](https://www.sec.gov/Archives/edgar/data/1103126/000110465906058914/a06-18179_1ex10d21.htm) | | 10-K | | 10.21 | | September 1, 2006 | | |

| [removed: 10.28†] [added: 10.31†] | | [Towers Watson Limited Share Incentive Plan 2005 Deed of Amendment (U.K.)](https://www.sec.gov/Archives/edgar/data/1103126/000110465906058914/a06-18179_1ex10d22.htm) | | 10-K | | 10.22 | | September 1, 2006 | | |

| [removed: 10.29†] [added: 10.32†] | | [Towers Watson Limited Share Incentive Plan 2005 Deed to Change the Trust Deed and Rules (U.K.)](https://www.sec.gov/Archives/edgar/data/1470215/000119312512374298/d403185dex1010.htm) | | 10-K | | 10.10 | | August 29, 2012 | | |

| [removed: 10.30†] [added: 10.33†] | | [Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees (as amended and restated effective January 1, 2017)](https://www.sec.gov/Archives/edgar/data/1140536/000114053616000074/wtw-ex101_20160930.htm) | | 10-Q | | 10.1 | | November 7, 2016 | | |

| [removed: 10.31†] [added: 10.34†] | | [Amendment 2018-1 to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees](https://www.sec.gov/Archives/edgar/data/1140536/000119312518220684/d542210dex993.htm) [added: (as amended and restated effective January 1, 2017)] | | 8-K | | 99.3 | | July 18, 2018 | | |

| [removed: 10.32†] [added: 10.35†] | | [Amendment 2020-1 to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. [removed: Employees](https://www.sec.gov/Archives/edgar/data/1140536/000156459021007578/wltw-ex1062_44.htm)] [added: Employees (as amended and restated effective January 1, 2017)](https://www.sec.gov/Archives/edgar/data/1140536/000156459021007578/wltw-ex1062_44.htm)] | | 10-K | | 10.62 | | February 23, 2021 | | |

| [removed: 10.33†] [added: 10.36†] | | [Amendment 2024-3 to Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees (as amended and restated effective January 1, 2017)](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex10_33.htm) | | [added: 10-K] | | [added: 10.33] | | [added: February 25, 2025] | | [removed: X] |

| [removed: 10.34†] [added: 10.37†] | | [Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees, [removed: as] [added: (as] amended and restated, effective January 1, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1140536/000095017024018575/wtw-ex10_31.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/1140536/000095017024018575/wtw-ex10_31.htm)] | | 10-K | | 10.31 | | February 22, 2024 | | |

| [removed: 10.35†] [added: 10.38†] | | [Amendment 2024-1 to Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees (as amended and restated effective January 1, 2024)](https://www.sec.gov/Archives/edgar/data/1140536/000095017025026278/wtw-ex10_35.htm) | | [added: 10-K] | | [added: 10.35] | | [added: February 25, 2025] | | [removed: X] |

| 4.18 | | [Ninth Supplemental Indenture, dated as of December 22, 2025, supplemental to the Indenture dated as of May 16, 2017](https://www.sec.gov/Archives/edgar/data/1140536/000119312525328864/d62193dex41.htm) | | 8-K | | 4.1 | | December 22, 2025 | | |

| 10.4^ | | [Third Amended and Restated Credit Agreement, dated as of October 17, 2025, among Trinity Acquisition plc and its indirect subsidiary, Willis North America Inc., Willis Towers Watson Public Limited Company, the lenders party thereto and Barclays Bank PLC, as administrative agent](https://www.sec.gov/Archives/edgar/data/1140536/000119312525243617/d35058dex101.htm) | | 8-K | | 10.1 | | October 17, 2025 | | |

| 10.5^ | | [Third Amended and Restated Guaranty Agreement, dated as of October 17, 2025, among Trinity Acquisition plc, Willis Towers Watson Public Limited Company, the other guarantors party thereto and Barclays Bank PLC, as administrative agent](https://www.sec.gov/Archives/edgar/data/1140536/000119312525243617/d35058dex102.htm) | | 8-K | | 10.2 | | October 17, 2025 | | |

| 10.6^ | | [Delayed Draw Term Loan Agreement dated as of January 7, 2026, by and among Trinity Acquisition plc, the designated borrower(s) from time to time party thereto, Willis Towers Watson Public Limited Company, and JPMorgan Chase Bank, N.A., as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1140536/000119312526009009/d80722dex101.htm) | | 8-K | | 10.1 | | January 9, 2026 | | |

Date: February 25, [removed: 2025][added: 2026]

| Michelle Swanback *Director* | | [removed: Paul Thomas] [added: Fredric Tomczyk] *Director* |

| /s/ [removed: Fredric Tomczyk] [added: Michelle Swanback] | | [added: /s/ Fredric Tomczyk] |

| /s/ Michelle Swanback | | /s/ Paul Thomas |

| Fredric Tomczyk *Director* | | |