A Dark Vector Cognition product

Item 5. OTHER INFORMATION

3K characters. Original on sec.gov ·

Item 5. OTHER INFORMATION

AI Acceleration Plan

On July 28, 2026, the Board of Directors of WTW (the ‘Company’) approved and authorized management to execute Propel, an artificial intelligence (‘AI’) acceleration plan (the ‘Plan’). The Plan is a two-year program to embed AI and automation across the enterprise. Supported by the Company's ongoing investments in AI, data and technology, including the acquisition of Newfront, the Plan is expected to enhance client service and create additional opportunities for growth as well as streamline core operating processes. The Company expects to generate approximately $400 million in gross run-rate savings. After reinvesting approximately $50 million to support growth, the Company expects to deliver $350 million in net run-rate savings by the end of 2028. Approximately $625 million of cash costs are expected to be incurred as well as approximately $25 million in non-cash charges through the end of 2028 in connection with the Plan, consisting principally of process automation and organizational transition costs, including process and organizational design costs, severance and separation-related costs and temporary retention costs, as well as costs associated with implementing AI systems and related technologies, including technology implementation, integration and certain contractor and vendor contract termination costs. An immaterial portion of these costs is expected to be capitalized.

The estimates set forth above are subject to a number of assumptions and actual amounts may differ materially from these estimates. The Company may also incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of, or in connection with, the implementation of the Plan.

Also see Note 20 – Subsequent Event within Part I, Item 1 ‘Financial Statements,’ and Part II, Item 1A, Risk Factors – ‘Our artificial intelligence (‘AI’) acceleration plan (the ‘Plan’), or other activities we may from time to time undertake that impact our workforce, technology or processes could have adverse effects on the Company and may not achieve the intended benefits,’ within this Quarterly Report on Form 10-Q.

Retirement of Principal Accounting Officer and Controller

On July 28, 2026, Joseph S. Kurpis notified the Company of his intent to retire from his role as the Company's Principal Accounting Officer and Controller in the first half of 2027, after the filing of the Company’s Annual Report on Form 10-K, with the exact date to be determined at a later date. In connection with Mr. Kurpis’ retirement, the Company is conducting a search for his successor. Mr. Kurpis is expected to stay with the Company in his current position until his successor is appointed to assist with an orderly handover of responsibilities.

Rule 10b5-1 Trading Arrangements

During the quarter ended June 30, 2026, none of the Company’s directors and officers adopted, modified, or terminated 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) or any ‘non-Rule 10b5-1 trading arrangement’ as defined under Item 408(c) of Regulation S-K.

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