WILLIS TOWERS WATSON PLC Stock Compensation Disclosure

Note 19 — Share-based Compensation

Plan Summaries

On December 31, 2025, the Company had a number of open share-based compensation plans, which provide for the granting of time-based and performance-based options, time-based and performance-based restricted stock units, and various other share-based grants to employees. All of the Company’s share-based compensation plans under which any options, restricted stock units (‘RSUs’) or other share-based grants are outstanding as of December 31, 2025 are described below.

Approximately 370,000 RSUs vested during 2025. Of these, 229,000 were not issued due to net settlements, cash settlements, and retirement eligibility provisions associated with future issuances. In addition, 72,000 RSUs were issued in 2025 that vested in prior years, and 200,000 shares were issued related to non-qualified retirement plans or the ESPP. In total, approximately 413,000 shares were issued under employee stock compensation plans and non-qualified retirement plans during the year ended December 31, 2025. See below for further detail on the RSUs vested in 2025.

The compensation cost recognized for these plans for the years ended December 31, 2025, 2024 and 2023 was $153 million, $121 million and $125 million, respectively. Of these amounts, the portion recognized within transaction and transformation on the consolidated statements of comprehensive income was not material for the year ended December 31, 2025 and was $13 million and $31 million for the years ended December 31, 2024 and 2023, respectively. The total income tax benefits recognized in the consolidated statements of comprehensive income for share-based compensation arrangements for the years ended December 31, 2025, 2024 and 2023 were $23 million, $20 million and $21 million, respectively.

2012 Equity Incentive Plan

This plan, established on April 25, 2012 and amended and restated on June 10, 2016, provides for the granting of incentive stock options, time-based or performance-based non-statutory stock options, share appreciation rights, restricted shares, time-based or performance-based RSUs, performance-based awards and other share-based grants or any combination thereof to employees, officers, non-employee directors and consultants of the Company (‘2012 Plan’). The board of directors also adopted a sub-plan under the 2012 Plan to provide an employee sharesave scheme in the U.K.

There were 3,584,223 shares remaining available for grant under this plan as of December 31, 2025. The 2012 Plan shall continue in effect until terminated by the board of directors, except that no incentive stock option may be granted under the 2012 Plan after April 21, 2026 or after its expiration. That termination will not affect the validity of any grants outstanding at that date.

Options

There were no options granted during the years ended December 31, 2025, 2024 and 2023.

Award Activity

Classification of options as time-based or performance-based is dependent on the original terms of the award.

During the year ended December 31, 2023, the remaining 15,000 time-based stock options were exercised with a weighted-average exercise price of $117.36, and had no material intrinsic value, leaving no options outstanding at December 31, 2023. Cash received from option exercises under all share-based payment arrangements for the year ended December 31, 2023 was not material. The actual tax benefit recognized for the tax deductions from option exercises of the share-based payment arrangements totaled $6 million for the year ended December 31, 2023.

Equity-settled RSUs

Valuation Assumptions

The grant date fair value of each time-based RSU is equal to the grant date stock price. Performance-based RSUs granted during the year ended December 31, 2023 contain only non-market-based performance targets, and the grant date fair value of these awards are equal to the grant date stock prices. Because performance-based RSUs granted during the years ended December 31, 2025 and December 31, 2024 contain market-based performance targets, the fair value is estimated on the grant date using a Monte-Carlo simulation that uses the assumptions noted in the following table. Expected volatility is based on the historical volatility of the Company's shares. A historical correlation coefficient was calculated based on daily share price changes between WTW and the constituents in the peer group. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. Since the award payout includes dividend equivalents and total shareholder return includes the value of reinvested dividends, no dividend assumption is required for the valuation.

During the year ended December 31, 2023, certain performance-based RSU awards were modified to either better align the payout percentages for the broad-based population with the awards granted to the executive officers, or to reflect the impact of the divestment of our Russian business in 2022. In total, 464 grantees benefited from the modifications. Incremental compensation cost of $14 million has been recognized over the remaining service periods, $6 million of which was included within transaction and transformation on the consolidated statement of comprehensive income during the year ended December 31, 2023.

Award Activity

Time-based RSUs

The weighted-average grant date fair values of time-based RSUs granted during the years ended December 31, 2025, 2024 and 2023 were $317.79, $272.19 and $231.33, respectively.

Time-based RSUs approximating 114,000, 328,000 and 122,000 vested during the years ended December 31, 2025, 2024 and 2023, respectively, with average share prices at the time of vesting of $333.33, $289.52 and $221.26, respectively.

Time-based RSUs generally vest over three years but may be subject to other vesting schedules. The total fair values of time-based RSUs issued during the years ended December 31, 2025, 2024 and 2023 were $35 million, $92 million and $21 million, respectively. At December 31, 2025, there was $44 million of total unrecognized compensation cost related to the time-based RSU plan; that cost is expected to be recognized over a weighted-average period of 1.9 years.

Performance-based RSUs

The weighted-average grant date fair values of performance-based RSUs granted during the years ended December 31, 2025, 2024 and 2023 were $321.97, $292.13 and $232.98, respectively.

Performance-based RSUs approximating 256,000, 165,000 and 273,000 vested during the years ended December 31, 2025, 2024 and 2023, respectively, with average share prices at time of vesting of $335.93, $264.27 and $234.44, respectively.

Performance-based RSUs generally vest over three years. The total fair values of performance-based RSUs issued during the years ended December 31, 2025, 2024 and 2023 were $83 million, $51 million and $47 million, respectively. At December 31, 2025, there was $88 million of total unrecognized compensation cost related to the performance-based RSU plan; that cost is expected to be recognized over a weighted-average period of 1.8 years.

The actual tax benefits recognized for the tax deductions from RSUs that vested totaled $17 million, $24 million and $9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The amounts reflected above include awards which will be cash-settled due to local requirements. These awards are classified as liabilities in our consolidated balance sheets and are not material.

Employee Share Purchase Plan

The ESPP operates under the WTW Amended and Restated 2010 Employee Share Purchase Plan, as amended and restated on February 28, 2024. During the years ended December 31, 2025 and December 31, 2024, employee contributions to the ESPP totaled $40 million and $16 million, respectively. The total fair value of shares purchased during the years ended December 31, 2025 and December 31, 2024 was $45 million and $16 million, respectively. The ESPP initially had 1,377,500 shares available for purchase,

and at December 31, 2025, 868,264 shares remain available. For more information on this plan, refer to Note 2 — Basis of Presentation, Significant Accounting Policies and Recent Accounting Pronouncements.