RLJ Lodging Trust (RLJ) EVP disposes shares for tax withholding

Rhea-AI Filing Summary

RLJ Lodging Trust’s EVP and COO Thomas Bardenett reported two Form 4 transactions involving common shares used to cover taxes on vested equity. On February 16 and 17, he disposed of 7,283 and 5,315 common shares, respectively, at $8.29 per share through tax-withholding surrenders to the company.

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^*

Bardenett Thomas

(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)
	EVP and COO

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		7,283(1)	D	$8.29	389,470	D
Common Shares	02/17/2026		F		5,315(1)	D	$8.29	384,155	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.
* 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 RLJ Lodging Trust (RLJ) report for Thomas Bardenett?

RLJ Lodging Trust reported that EVP and COO Thomas Bardenett disposed of common shares in two transactions. These were tax-withholding surrenders tied to restricted share vesting, not open-market sales, according to the Form 4 details and accompanying footnote.

How many RLJ Lodging Trust shares were surrendered in the latest Form 4?

The Form 4 shows Bardenett surrendered 7,283 common shares on February 16 and 5,315 shares on February 17. Both transactions occurred at $8.29 per share to satisfy tax withholding obligations on vested restricted common shares.

Were the RLJ Lodging Trust (RLJ) insider transactions open-market sales?

No, the transactions were not open-market sales. The filing describes them as dispositions coded “F,” meaning payment of tax liability by delivering securities, and the footnote states shares were surrendered to RLJ to cover tax withholding on restricted share vesting.

What remains of Thomas Bardenett’s RLJ Lodging Trust share holdings after these transactions?

After the February 16 transaction, Bardenett directly held 389,470 common shares. Following the February 17 tax-withholding disposition, he held 384,155 common shares. These figures reflect his direct ownership as reported in the Form 4 ownership columns.

What does transaction code “F” mean in the RLJ Lodging Trust Form 4?

Transaction code “F” indicates a tax-withholding disposition, where shares are delivered to the issuer to pay the exercise price or tax liability. The RLJ filing specifies the shares satisfied tax withholding obligations from vesting restricted common shares.

What role does Thomas Bardenett hold at RLJ Lodging Trust (RLJ)?

Thomas Bardenett is reported as EVP and COO of RLJ Lodging Trust. The Form 4 identifies him as an officer, and the transactions involve his directly owned common shares used to satisfy tax obligations on equity compensation vesting.