[Form 4] DiamondRock Hospitality Company Insider Trading Activity

Rhea-AI Filing Summary

Hayward Holdings (HAYW) Form 4 filing: VP & Chief Engineering Officer Kevin Gallagher reported an 08/01/2025 transaction coded “F,” indicating shares were forfeited to the company solely to satisfy tax-withholding on vested RSUs, not sold on the open market.

• Shares forfeited: 1,683 common shares at an implied $15.38 each (≈ $25.9 k value).
• Post-transaction ownership: 25,249 directly held shares.
• The forfeited shares equal roughly 6 % of Gallagher’s pre-transaction holdings and do not reflect a discretionary sale.

The event is routine, cashless, and unlikely to signal a change in insider sentiment or materially affect HAYW’s float.

Insights

Equity Research Analyst

TL;DR: Routine tax-withholding forfeiture; neutral signal for HAYW.

The Form 4 shows Gallagher reduced his stake by 1,683 shares via an F-code transaction, a standard mechanism to cover taxes on RSU vesting. No open-market selling pressure is introduced, and the officer still retains 25 k shares, suggesting continued alignment with shareholders. Given the small size (≈6 % of his holdings and immaterial to HAYW’s 215 m share count), the filing carries negligible fundamental impact on valuation or sentiment.

Corporate Governance Specialist

TL;DR: Administrative insider share drop, compliance in order.

Code F transactions are treated as non-discretionary. The filing demonstrates proper Section 16 compliance and power-of-attorney execution by Susan Canning. No red flags regarding insider confidence or governance arise. I classify the disclosure as not impactful for investment decisions.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Fischer Anika

(Last) (First) (Middle)

C/O DIAMONDROCK HOSPITALITY COMPANY

2 BETHESDA METRO CENTER, SUITE 1400

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		F		2,107	D	$7.57	36,250	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:

Remarks:

	/s/ Anika C. Fischer	08/04/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Hayward Holdings (HAYW) shares did Kevin Gallagher forfeit?

Gallagher forfeited 1,683 common shares on 08/01/2025.

Why were the shares forfeited instead of sold on the market?

The Form 4 lists transaction code F, meaning shares were surrendered to pay tax withholding on vested RSUs, not sold for cash.

What is Gallagher's new ownership stake after the transaction?

He now directly owns 25,249 HAYW shares.

Does the filing suggest negative insider sentiment toward HAYW stock?

No. Code F forfeitures are administrative; they do not indicate an intentional reduction based on market outlook.

What was the implied price per share in the forfeiture?

The transaction lists a price of $15.38 per share.