RLJ Lodging Trust (RLJ) CAO surrenders shares to cover tax withholding

Rhea-AI Filing Summary

RLJ Lodging Trust’s Chief Accounting Officer Christopher Andrew Gormsen reported two tax-related share dispositions. On February 16 and 17, common shares were surrendered to the company at $8.29 per share to cover tax withholding on vested restricted common shares, leaving him with 187,187 common shares held directly.

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^*

Gormsen Christopher Andrew

(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)

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

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		2,774(1)	D	$8.29	189,792	D
Common Shares	02/17/2026		F		2,605(1)	D	$8.29	187,187	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, Attorney-in-Fact	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’s CAO report on this Form 4?

RLJ Lodging Trust’s Chief Accounting Officer reported disposing of common shares to cover tax withholding. The shares were surrendered back to the company in connection with the vesting of restricted common shares, rather than being sold in open-market transactions.

How many RLJ common shares did the CAO surrender for taxes?

The Form 4 shows two tax-withholding dispositions of RLJ common shares. These transactions reflect shares surrendered to the issuer to satisfy tax withholding obligations triggered by the vesting of restricted common shares granted to the Chief Accounting Officer.

At what price were RLJ Lodging Trust shares valued for the tax withholding?

Both tax-withholding dispositions used a price of $8.29 per RLJ common share. This value was applied when the Chief Accounting Officer surrendered shares to the company to cover taxes owed upon the vesting of previously granted restricted common shares.

How many RLJ Lodging Trust shares does the CAO own after these transactions?

After the reported tax-withholding dispositions, the Chief Accounting Officer directly owns 187,187 RLJ common shares. This balance reflects his holdings following the surrender of shares back to the company to satisfy tax obligations from restricted share vesting.

Were the RLJ CAO’s Form 4 transactions open-market sales?

No, the transactions were not open-market sales. The Form 4 and its footnote state the common shares were surrendered to RLJ Lodging Trust solely to satisfy tax withholding obligations tied to the vesting of restricted common shares.