RLJ Lodging Trust (NYSE: RLJ) CEO disposes shares for tax withholding

Rhea-AI Filing Summary

RLJ Lodging Trust President and CEO Leslie D. Hale reported two tax-related share dispositions. On February 16 and 17, Hale surrendered a total of 65,640 common shares at $8.29 per share to RLJ Lodging Trust to cover tax withholding on vested restricted shares. After these transactions, Hale directly owned 1,755,631 common 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^*

Hale Leslie D.

(Last) (First) (Middle)

C/O RLJ LODGING TRUST

7373 WISCONSIN AVE., SUITE 1500

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RLJ Lodging Trust [ RLJ ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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 Shares	02/16/2026		F		28,501(1)	D	$8.29	1,792,770	D
Common Shares	02/17/2026		F		37,139(1)	D	$8.29	1,755,631	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. Reflects common shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted common shares.

	/s/ Leslie D. Hale	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did RLJ Lodging Trust (RLJ) CEO report in this Form 4 filing?

RLJ Lodging Trust’s CEO Leslie D. Hale reported disposing shares to cover tax withholding on vested restricted stock. The transactions used shares instead of cash to satisfy tax obligations while maintaining a substantial remaining direct ownership stake.

How many RLJ Lodging Trust shares did the CEO surrender for taxes?

Leslie D. Hale surrendered a total of 65,640 RLJ Lodging Trust common shares. These shares were delivered back to the company to satisfy tax withholding obligations that arose when restricted common shares vested, rather than being sold in the open market.

At what price were the RLJ Lodging Trust shares valued in the tax-withholding transactions?

The surrendered RLJ Lodging Trust common shares were valued at $8.29 per share. This price was used to determine how many shares were needed to cover the CEO’s tax withholding obligations triggered by the vesting of restricted common shares.

Does the RLJ CEO still hold RLJ Lodging Trust shares after these Form 4 transactions?

Yes, after these tax-withholding dispositions, CEO Leslie D. Hale directly owned 1,755,631 RLJ Lodging Trust common shares. The filing shows that, despite the surrendered shares, Hale continues to maintain a significant direct equity position in the company.

Were the RLJ Lodging Trust CEO’s share disposals open-market sales?

No, the reported disposals were not open-market sales. The shares were surrendered to RLJ Lodging Trust to satisfy tax withholding obligations tied to restricted stock vesting, a common administrative mechanism rather than a discretionary sale into the market.