DiamondRock (NYSE: DRH) CEO logs stock grant and tax-related share disposition

Rhea-AI Filing Summary

DiamondRock Hospitality director and CEO Jeffrey Donnelly reported two stock transactions. On February 27, 2026, he had a tax-withholding disposition of 70,426 common shares at $10.04 per share, leaving 602,468 shares directly owned. The same day, he received a grant/award acquisition of 70,724 common shares at no cost, increasing his direct holdings to 673,192 shares. A footnote explains these awarded shares were earned from previously granted performance stock units.

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)
02/27/2026

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	02/27/2026		F		70,426	D	$10.04	602,468	D
Common stock, par value $0.01 per share	02/27/2026		A		70,724(1)	A	$0	673,192	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 shares of common stock earned for performance stock units previously granted to the reporting person.

Remarks:

	/s/ Anika C. Fischer, attorney-in-fact	03/02/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did DiamondRock Hospitality (DRH) report for Jeffrey Donnelly?

DiamondRock Hospitality reported two transactions for CEO Jeffrey Donnelly on February 27, 2026: a tax-withholding disposition of 70,426 common shares at $10.04 per share and a grant of 70,724 common shares at no cost earned from performance stock units.

How many DiamondRock Hospitality (DRH) shares did Jeffrey Donnelly dispose of for taxes?

Jeffrey Donnelly disposed of 70,426 shares of DiamondRock Hospitality common stock through a tax-withholding transaction at $10.04 per share. This type of transaction satisfies tax obligations on equity awards rather than representing an open-market sale of shares.

What stock award did DiamondRock Hospitality (DRH) grant to CEO Jeffrey Donnelly?

Jeffrey Donnelly received a grant of 70,724 shares of DiamondRock Hospitality common stock at a price of $0.00 per share. A filing footnote states these shares were earned based on previously granted performance stock units vesting into common stock.

What is Jeffrey Donnelly’s DiamondRock Hospitality (DRH) share ownership after these Form 4 transactions?

After the tax-withholding disposition, Jeffrey Donnelly directly owned 602,468 shares of DiamondRock Hospitality common stock. Following the share grant, his direct ownership increased to 673,192 shares, according to the reported totals shown after each respective transaction entry.

What do the transaction codes F and A mean in the DiamondRock Hospitality (DRH) Form 4?

Code F on the DiamondRock Hospitality Form 4 indicates a tax-withholding disposition to cover exercise price or tax liability. Code A indicates a grant, award, or other acquisition of shares, reflecting stock received rather than shares purchased on the open market.

Were Jeffrey Donnelly’s DiamondRock Hospitality (DRH) Form 4 transactions direct or indirect holdings?

Both Form 4 transactions for Jeffrey Donnelly involved directly held DiamondRock Hospitality common stock. The filing classifies the ownership as “direct,” and no footnotes indicate that the shares were held by a trust, partnership, or other related entity on his behalf.