DiamondRock (NYSE: DRH) CEO gets stock grant and disposes shares for taxes

Rhea-AI Filing Summary

DiamondRock Hospitality’s Chief Executive Officer Jeffrey Donnelly reported two stock transactions. On March 3, 2026, he acquired 149,798 shares of common stock at a price of $0.00 per share as a grant or award. According to a footnote, this represents his annual grant of restricted common shares, with one third of the restricted stock vesting annually beginning on February 27, 2027. On March 2, 2026, he disposed of 24,747 shares of common stock at $9.97 per share to cover the exercise price or tax liability by delivering shares. After these transactions, his directly owned common stock holdings reported in the filing were 798,243 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Donnelly Jeffrey

(Last) (First) (Middle)

C/O DIAMONDROCK HOSPITALITY COMPANY

7373 WISCONSIN AVENUE, SUITE 1900

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DiamondRock Hospitality Co [ DRH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share	03/02/2026		F		24,747	D	$9.97	648,445	D
Common stock, par value $0.01 per share	03/03/2026		A		149,798(1)	A	$0	798,243	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents annual grant of restricted common shares. One third of the restricted stock will vest annually beginning on February 27, 2027.

Remarks:

	/s/ Anika C. Fischer, attorney-in-fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did DRH CEO Jeffrey Donnelly report?

Jeffrey Donnelly reported an annual grant of 149,798 restricted common shares and a separate tax-withholding disposition of 24,747 common shares. Both transactions involved DiamondRock Hospitality common stock and were reported as direct ownership changes under a Form 4 filing.

Was the DRH CEO’s acquisition of shares an open-market purchase?

No, the CEO’s acquisition was a grant or award of 149,798 restricted common shares at $0.00 per share. It represents his annual equity grant, not an open‑market stock purchase, and follows a time‑based vesting schedule beginning in 2027.

How will Jeffrey Donnelly’s restricted DRH shares vest over time?

The 149,798 restricted common shares are scheduled to vest in three equal installments. One third of the restricted stock will vest annually, with vesting beginning on February 27, 2027, according to the footnote included with the Form 4 filing.

What does the tax-withholding disposition in the DRH Form 4 mean?

The Form 4 reports a disposition of 24,747 common shares at $9.97 per share coded as “F.” This indicates shares were delivered to satisfy an exercise price or tax liability, rather than representing a traditional open‑market sale by the CEO.

How many DRH shares does the CEO hold after these Form 4 transactions?

After the reported grant and tax-withholding disposition, Jeffrey Donnelly’s directly owned DiamondRock Hospitality common stock position was 798,243 shares. This post‑transaction balance is disclosed in the Form 4 for each non‑derivative transaction line.

Does the DRH Form 4 indicate indirect ownership or related entities?

No, the reported transactions are marked as direct ownership with code “D” and show no nature-of-ownership footnotes referencing trusts, LLCs, or partnerships. The filing attributes the changes directly to Jeffrey Donnelly’s personal holdings of common stock.