On January 27, 2026, the Company completed the acquisition of Newfront Insurance Holdings, Inc. (‘Newfront’), a U.S.-based broker combining specialty expertise and cutting-edge technology, for up-front and contingent consideration. The $1.05 billion up-front portion of the purchase price was comprised of approximately $900 million in cash paid to all of Newfront’s shareholders and $150 million in replacement award equity paid only to Newfront’s employee-shareholders and subject to ongoing vesting. The contingent consideration includes up to $250 million, subject to Newfront’s achievement of specified three-year performance targets, and up to an incremental $150 million which would become payable if Newfront achieves above-target revenue growth. Both tranches

of contingent consideration are payable primarily in equity awards subject to service requirements and will be recognized as compensation expense. The cash portion of these arrangements has no service requirements and is included in the estimate of consideration transferred. The cash consideration and related fees, costs and expenses for the acquisition were funded with the net proceeds from our December 2025 issuance of $1.0 billion of senior notes (see Note 9 — Debt for additional information). Newfront operates as part of both our Health, Wealth & Career (Health & Benefits and Investment businesses) and Risk & Broking (Corporate Risk & Broking business) segments.

As part of the replacement of the share-based compensation awards and stock of Newfront which were held by Newfront employees and trusts held by certain key employees of Newfront, the Company granted approximately 225,000 restricted stock awards (‘RSAs’) subject to vesting and transfer restrictions. In the first quarter of 2026, the Company issued an aggregate of approximately 199,000 RSAs as ordinary shares, subject to vesting and transfer restrictions, via private placement (outside of the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan (the ‘Plan’)) to trusts established by certain key employees of Newfront. The remaining approximately 26,000 RSAs were issued pursuant to the Plan during the second quarter of 2026.

In addition to the RSAs, the Company granted approximately 187,000 restricted stock units (‘RSUs’), the majority of which were granted during the first quarter of 2026 under the Plan. The remaining approximately 3,000 RSUs were granted during the second quarter of 2026 via private placement (outside of the Plan) to trusts established by certain key employees of Newfront. All RSUs granted are subject to vesting and transfer restrictions.

A summary of preliminary fair values of the Newfront identifiable assets acquired and liabilities assumed at January 27, 2026 are summarized in the following table. We have prepared analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill and consideration to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions, but are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed. The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under U.S. GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

During the second quarter of 2026, the Company made adjustments to its preliminary fair values related to the valuation of consideration transferred in the form of share-based compensation and contingent consideration, and adjusted both the values of intangible assets, deferred taxes and goodwill.


Cash and cash equivalents	$	95
Fiduciary assets		42
Accounts receivable, net		41
Prepaid and other current assets		7
Right-of-use assets		4
Intangible assets		264
Goodwill		682
Other noncurrent assets		3
Deferred revenue and accrued expenses		(28	)
Fiduciary liabilities		(42	)
Other current liabilities		(7	)
Deferred tax liabilities		(6	)
Lease liabilities		(4	)
Net assets acquired	$	1,051

Preliminary values of intangible assets consist primarily of $209 million of customer relationships and $55 million of developed software, with preliminary weighted-average expected lives of 13 years and 7 years, respectively.

Goodwill is calculated as the difference between the aggregate consideration and the acquisition date fair value of the net assets acquired, including acquired intangible assets, and represents the value of Newfront’s assembled workforce and the future economic benefits that we expect to achieve as a result of the acquisition. The assignment of the acquired goodwill to the individual reporting units is not yet finalized. None of the goodwill recognized on the transaction is tax-deductible, however there is tax-deductible goodwill that will be carried forward from previous acquisitions by Newfront.

On April 30, 2026, the Company completed the acquisition of Cushon, a workplace pensions, savings and financial well-being company, for cash consideration of £150 million, subject to working capital and other adjustments, and contingent consideration of up to £100 million. The Company funded the acquisition with the remaining available balance on the delayed draw term loan (see Note 9 — Debt for additional information). Cushon operates as part of our Health, Wealth & Career (Benefits Delivery & Outsourcing) segment.

A summary of preliminary fair values of the identifiable assets acquired and liabilities assumed of Cushon at April 30, 2026 are summarized in the following table. We have prepared analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill and consideration to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions, but are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed. The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under U.S. GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.


Cash and cash equivalents	$	12
Accounts receivable, net		3
Prepaid and other current assets		18
Intangible assets		111
Goodwill		131
Deferred revenue and accrued expenses		(10	)
Other current liabilities		(1	)
Deferred tax liabilities		(28	)
Net assets acquired	$	236

Preliminary values of intangible assets consist primarily of $58 million of customer relationships, $49 million of developed software and $4 million of trade names with preliminary weighted-average expected lives of 20 years, 5 years and 10 years, respectively.

Al-Futtaim Willis — On May 2, 2025, the Company entered into a definitive agreement to acquire the remaining 51% controlling interest of its longstanding broking joint venture, Al-Futtaim Willis (‘AFW’), based in the United Arab Emirates, for cash consideration of $58 million, subject to certain adjustments. The results of AFW are currently included in interest in earnings of associates, net of tax, on the condensed consolidated statements of comprehensive income, but will be fully consolidated after the close of the transaction. The transaction is expected to close during the second half of 2026, subject to receipt of certain regulatory approvals and other customary closing conditions.

Additionally, during the six months ended June 30, 2026 the Company made contributions to interests in associates accounted for under the equity method of accounting in cash payments of $23 million and made acquisitions for cash consideration of $42 million and related contingent consideration valued at $6 million.