Form 8-K - Current report

Date: January 2, 2025

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

/s/ Andrew Krasner

Andrew Krasner

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2024

Willis Towers Watson Public Limited Company

(Exact name of registrant as specified in its charter)

Ireland

001-16503

98-0352587

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

c/o Willis Group Limited,

51 Lime Street, London, EC3M 7DQ, England

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (011) 44-20-3124-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary Shares, nominal value $0.000304635 per share

WTW

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

As previously announced on October 1, 2024, Willis Towers Watson Public Limited Company (the “Company”) entered into that certain Equity Purchase Agreement (the “Purchase Agreement”), dated September 30, 2024, among the Company, Willis HRH, Inc. and Project Granite Buyer, Inc. (“Purchaser”), an entity formed by investment funds affiliated with GTCR LLC and Recognize Partners LP, to sell TZ Holdings, Inc., the owner of MG LLC (d/b/a TRANZACT), and its subsidiaries (the “TRANZACT Business”).

On December 31, 2024, pursuant to the Purchase Agreement, the Company completed the sale of the TRANZACT Business to Purchaser (the “Transaction”) and issued a press release on January 2, 2025 announcing the consummation of the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

99.1		Willis Towers Watson Press Release, dated January 2, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

LOGO

WTW Completes Sale of TRANZACT

January 2, 2025

LONDON, January 2, 2025 (GLOBAL NEWSWIRE) — WTW (NASDAQ: WTW) (the “Company”), a leading global advisory, broking and solutions company, announced today the completion of the sale of TRANZACT to GTCR, a leading private equity firm, and Recognize, a leading digital services investor.

“Completing the sale of TRANZACT is a meaningful milestone in sharpening our strategic focus on our core offerings,” said Carl Hess, WTW’s Chief Executive Officer. “This divestiture demonstrates our commitment to optimizing our portfolio, further enabling us to accelerate performance and enhance efficiency to deliver substantial value over time.”

About WTW

At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas of people, risk and capital. Leveraging the global view and local expertise of our colleagues serving 140 countries and markets, we help organizations sharpen their strategy, enhance organizational resilience, motivate their workforce and maximize performance. Working shoulder to shoulder with our clients, we uncover opportunities for sustainable success—and provide perspective that moves you. Learn more at www.wtwco.com.

Contacts

Claudia De La Hoz

WTW Investor Relations

email claudia.delahoz@wtwco.com

phone +1 215 246 6221

Miles Russell

WTW External Communication

email miles.russell@wtwco.com

phone +44 (0) 7903 262 118

WTW Forward-Looking Statements

This document contains ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. You can identify these statements and other forward-looking statements by words such as ‘may’, ‘will’, ‘would’, ‘commit’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘continues’, ‘seek’, ‘target’, ‘goal’, ‘focus’, ‘probably’, or similar words, expressions or the negative of such terms or other comparable terminology. These forward-looking statements include, but are not limited to, our strategic focus and commitments for the future of our business and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.

There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including, but not limited to: our ability to execute on our strategy, optimize our portfolio, accelerate performance or enhance efficiency; our ability to deliver substantial value to our stakeholders; changes in general economic, business and political conditions, including changes in the financial markets; significant competition in the marketplace; and compliance with extensive government regulation. Factors also include those described under “Risk Factors” in the Company’s most recent 10-K filing and subsequent filings filed with the SEC. The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

Our forward-looking statements speak only as of the date made, and we will not update these forward-looking statements unless the securities laws require us to do so. With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.

Document and Entity Information	Dec. 31, 2024
Cover [Abstract]
Entity Registrant Name	WILLIS TOWERS WATSON PLC
Amendment Flag	false
Entity Central Index Key	0001140536
Document Type	8-K
Document Period End Date	Dec. 31, 2024
Entity Incorporation State Country Code	L2
Entity File Number	001-16503
Entity Tax Identification Number	98-0352587
Entity Address, Address Line One	c/o Willis Group Limited
Entity Address, Address Line Two	51 Lime Street
Entity Address, City or Town	London
Entity Address, Postal Zip Code	EC3M 7DQ
Entity Address, Country	GB
City Area Code	011
Local Phone Number	44-20-3124-6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Ordinary Shares, nominal value $0.000304635 per share
Trading Symbol	WTW
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false