RLJ Lodging Executive Chair granted 92,952 shares

RLJ Lodging Trust Executive Chairman Robert L. Johnson reported an equity award of common shares.

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Rhea-AI Filing Summary

RLJ Lodging Trust Executive Chairman Robert L. Johnson reported an equity award of common shares. He acquired 92,952 restricted common shares at $8.23 per share as a grant under the RLJ Lodging Trust 2021 Equity Incentive Plan, bringing his directly held common shares to 1,568,562.

The restricted shares vest ratably over three years on each annual anniversary of the grant date, meaning the award is earned over time. Johnson also reports holding 335,250 OP Units, which are partnership interests that are immediately redeemable, subject to limitations, for cash equal to the market value of, or an equal number of, common shares.

Insider Trade Summary

Grant/Award: 92,952 shares

Grant/Award 2 txns

Insider JOHNSON ROBERT L

Role Executive Chairman

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	92,952	$8.23	$765K
holding	OP Units	--	--	--

Holdings After Transaction: Common Shares — 1,568,562 shares (Direct); OP Units — 335,250 contracts (Direct)

Footnotes (3)

F1. These restricted shares, vesting ratably over three years on the yearly anniversary of the date of grant, were granted to the reporting person pursuant to the RLJ Lodging Trust 2021 Equity Incentive Plan.
F2. "OP Units" represent limited partner interests of RLJ Lodging Trust, L.P., the operating partnership (the "OP") of the Issuer, of which the Issuer is the sole general partner. OP Units are redeemable beginning one year after the date of issuance for cash equal to the then current market value of one common share of the Issuer or, at the election of the Issuer, an equal number of common shares of the Issuer.
F3. All of these OP Units are immediately redeemable (subject to certain limitations set forth in the agreement of limited partnership of the OP). OP Units have no expiration date.

FAQ

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What did RLJ Lodging Trust insider Robert L. Johnson report on this Form 4?

Robert L. Johnson reported receiving an equity award of 92,952 restricted common shares of RLJ Lodging Trust. The award was granted under the company’s 2021 Equity Incentive Plan and increases his directly held common shares to 1,568,562, subject to three-year ratable vesting.

How many RLJ Lodging Trust shares did Robert L. Johnson acquire and at what price?

He acquired 92,952 restricted common shares at $8.23 per share as a grant. This is a compensatory award rather than an open-market purchase, issued under RLJ Lodging Trust’s 2021 Equity Incentive Plan, and will vest in stages over three years.

What is the vesting schedule for the RLJ Lodging Trust restricted shares granted to Johnson?

The restricted shares vest ratably over three years on each yearly anniversary of the grant date. This structure means Johnson earns one-third of the 92,952-share award each year, aligning the equity compensation with longer-term service and performance at RLJ Lodging Trust.

How many RLJ Lodging Trust common shares does Robert L. Johnson hold after this transaction?

After the grant, Johnson directly holds 1,568,562 common shares of RLJ Lodging Trust. This figure includes the newly issued 92,952 restricted shares that will vest over three years, reflecting his total reported direct common share ownership following the award.

What are OP Units reported by Robert L. Johnson in RLJ Lodging Trust?

OP Units are limited partner interests in RLJ Lodging Trust, L.P., the operating partnership of RLJ Lodging Trust. Johnson reports holding 335,250 OP Units, which are immediately redeemable, subject to partnership agreement limits, for cash equal to the value of or an equal number of common shares.

Can Robert L. Johnson convert his RLJ Lodging Trust OP Units into common shares?

Yes, the OP Units are redeemable for cash equal to the market value of one RLJ Lodging Trust common share or, at the issuer’s election, an equal number of common shares. All reported OP Units are immediately redeemable, subject to limitations in the partnership agreement.

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Accepted by SEC EDGAR 02/24/2026 - 04:17 PM EST

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^*

JOHNSON ROBERT L

(Last)

(First)

(Middle)

C/O RLJ LODGING TRUST

7373 WISCONSIN AVE., SUITE 1500

(Street)

BETHESDA

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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	02/20/2026		A		92,952⁽¹⁾	A	$8.23	1,568,562	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OP Units	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	335,250		335,250	D

Explanation of Responses:

1. These restricted shares, vesting ratably over three years on the yearly anniversary of the date of grant, were granted to the reporting person pursuant to the RLJ Lodging Trust 2021 Equity Incentive Plan.

2. "OP Units" represent limited partner interests of RLJ Lodging Trust, L.P., the operating partnership (the "OP") of the Issuer, of which the Issuer is the sole general partner. OP Units are redeemable beginning one year after the date of issuance for cash equal to the then current market value of one common share of the Issuer or, at the election of the Issuer, an equal number of common shares of the Issuer.

3. All of these OP Units are immediately redeemable (subject to certain limitations set forth in the agreement of limited partnership of the OP). OP Units have no expiration date.

	/s/ Leslie D. Hale, Attorney-in-Fact	02/24/2026
	** 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).
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.

Source: View Original Filing on SEC EDGAR