The following disclosures discuss significant transactions during the three-year period ended December 31, 2025.

During the fourth quarter of 2024, the Company re-entered the reinsurance broking space by making an initial investment in Willis Re, a reinsurance joint venture with Bain Capital. WTW does not have a controlling financial interest in Willis Re and therefore does not consolidate the Willis Re entities. Rather, WTW holds a minority interest in the joint venture and has an option to acquire a controlling interest in the future. During 2025, the Company made further investments of $30 million and holds both preference and ordinary shares in Willis Re. The Company accounts for the ordinary share portion of these investments using the equity method of accounting, and has elected the accounting alternative under ASC 321, Investments – Equity Securities, for the accounting for the preference shares and call options and is therefore carrying those assets at cost. The net income and the assets and liabilities of Willis Re are not currently significant to the Company.

Newfront — On December 9, 2025, the Company entered into a definitive agreement to acquire Newfront Insurance Holdings, Inc. (‘Newfront’), a U.S.-based broker combining specialty expertise and cutting-edge technology, for up-front and contingent consideration payments totaling $1.3 billion. The $1.05 billion up-front portion is comprised of approximately $900 million in cash and $150 million in equity to be paid to Newfront employee-shareholders, and up to $250 million contingent consideration is payable primarily in equity, subject to Newfront’s achievement of specified performance targets. A significant portion of both equity awards payable are expected to be recognized as compensation cost. Additionally, up to an incremental $150 million, payable primarily in equity, would become payable if Newfront achieves above-target revenue growth. The transaction was completed on January 27, 2026 (see Note 22 — Subsequent Events within Item 8 of this Annual Report on Form 10-K).

Cushon — On December 10, 2025, the Company entered into a definitive agreement to acquire Cushon, a workplace pensions, savings and financial wellbeing company for consideration of £150 million, subject to working capital and other adjustments, and contingent consideration of up to £100 million, a portion of which is expected to be recognized as compensation costs. The transaction is expected to close during the first half of 2026, subject to receipt of certain regulatory approvals and other customary closing conditions.

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 consolidated statements of comprehensive income, but will be fully consolidated after the close of the transaction. The transaction is expected to close during the first half of 2026, subject to receipt of certain regulatory approvals and other customary closing conditions.

The Company completed acquisitions, including acquisitions of assets and non-controlling interests of certain subsidiaries, and made contributions to interests in associates accounted for under the equity method of accounting, during the years ended December 31, 2025, 2024 and 2023 for combined cash payments of $20 million, $119 million and $56 million, respectively, and contingent or deferred consideration fair valued at $5 million, $3 million and $3 million, respectively.

Effective December 31, 2024, the Company sold TRANZACT, its direct-to-consumer insurance distribution business, for total cash consideration of $632 million, which was subject to certain adjustments pursuant to an equity purchase agreement dated September 30, 2024. The Company was providing a number of services to TRANZACT under a Transition Services Agreement which remained in effect through most of 2025.

In connection with the sale, the Company recorded a pre-tax loss on the disposal of $1.1 billion within Other (loss)/income, net on our consolidated statements of comprehensive income. Additionally, and in conjunction with the sale, the Company recognized a $1.0 billion pre-tax goodwill impairment charge within its BDO reporting unit. During the year ended December 31, 2025, the Company had disposal price and other adjustments to the sale of TRANZACT resulting in a gain of $14 million.

TRANZACT was included in our Health, Wealth and Career segment. The following selected financial information relates to the operations of TRANZACT for the periods presented:


	Years Ended December 31,
	2024		2023
Revenue	$	785	$	805
Operating income		148		149

On August 13, 2021, the Company entered into a definitive security and asset purchase agreement (the ‘Willis Re SAPA’) to sell its treaty-reinsurance business (‘Willis Re’) to Arthur J. Gallagher & Co. (‘Gallagher’), a leading global provider of insurance, risk management and consulting services, for total upfront cash consideration of $3.25 billion plus an earnout payable in 2025 of up to $750 million in cash, subject to certain adjustments. The deal was subject to required regulatory approvals and clearances, as well as other customary closing conditions, and was completed on December 1, 2021.

Certain amounts included in the consolidated balance sheets did not transfer to Gallagher under the terms of the Willis Re SAPA, and instead were to be settled by the Company, noting that certain fiduciary positions continued to be held under the terms of various co-broking agreements between subsidiaries of the Company and Gallagher. On May 31, 2023, the Company and Gallagher entered into a side letter to the Willis Re SAPA which became effective on June 1, 2023 and which (A) ended the co-broking agreements prospectively and (B) transferred related fiduciary and certain non-fiduciary assets and liabilities to Gallagher at that time based on then-current estimates. These non-fiduciary amounts were finalized in the third quarter of 2023. The value of the initial transfer during the second quarter of 2023 amounted to $74 million of other current liabilities less $26 million of accounts receivables due to the Company, totaling $48 million of net cash transferred to Gallagher. Additionally, total fiduciary assets and liabilities of $4.5 billion, including $868 million of fiduciary cash, were transferred to Gallagher. The total cash outflow of $916 million was included in cash used in investing activities in the consolidated statements of cash flows for the six months ended June 30, 2023. During the third quarter of 2023, WTW and Gallagher agreed to a final settlement of all balances which resulted in a $5 million increase to the gain on disposal recognized at that time, and is included within Other (loss)/income, net on our consolidated statements of comprehensive income. The settlement of remaining amounts owed to Gallagher totaling $11 million was transferred in October 2023.

In April 2025, the Company received $750 million pertaining to the earnout, for which the related gain was recognized in 2024.

A number of services continued under a cost reimbursement Transition Services Agreement (‘TSA’) in which WTW was providing Gallagher support including real estate leases, information technology, payroll, human resources and accounting. During the third quarter of 2023, the term for these services was extended from November 30, 2023 to May 31, 2024, and during the second quarter of 2024, the second of the two extensions allowed under the TSA was invoked and the term for these services was further extended to November 30, 2024. Fees earned under the TSA were $19 million and $36 million during the years ended December 31, 2024 and 2023, respectively, and have been recognized as a reduction to the costs incurred to service the TSA and are included within Other operating expenses on the consolidated statements of comprehensive income.

The Company completed other disposals during the years ended December 31, 2025, 2024 and 2023 for cash proceeds of $34 million, $18 million and $89 million, respectively. These disposals resulted in a net gain for the year ended December 31, 2025 of $26 million, and for the year ended December 31, 2023 a net gain on disposal of $38 million. There were no net gains or losses on disposal for the year ended December 31, 2024. There were no non-cash proceeds recognized on disposals for the years ended December 31, 2025, 2024 and 2023.