RLJ Lodging Trust (RLJ) CFO disposes shares to cover restricted stock taxes

Rhea-AI Filing Summary

RLJ Lodging Trust’s SVP, CFO & Treasurer Nikhil Bhalla reported two Form 4 transactions involving common shares that were surrendered for tax withholding, not sold in the open market. On February 16 and 17, a total of 5,718 common shares were disposed of at $8.29 per share to satisfy tax obligations tied to vesting restricted shares. After these tax-withholding dispositions, Bhalla directly owns 143,957 common shares of RLJ Lodging Trust.

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^*

Bhalla Nikhil

(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)
	SVP, CFO & Treasurer

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		3,162(1)	D	$8.29	146,513	D
Common Shares	02/17/2026		F		2,556(1)	D	$8.29	143,957	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 (RLJ Lodging Trust) report for Nikhil Bhalla?

RLJ Lodging Trust reported that SVP, CFO & Treasurer Nikhil Bhalla disposed of 5,718 common shares. These shares were surrendered to the company to cover tax withholding obligations arising from vesting restricted common shares, rather than being sold on the open market.

Was the RLJ CFO’s Form 4 transaction an open-market sale of shares?

No, the RLJ CFO’s Form 4 transactions were not open-market sales. The filing states the common shares were surrendered to RLJ Lodging Trust to satisfy tax withholding obligations triggered by the vesting of restricted common shares granted to the executive.

How many RLJ Lodging Trust shares did Nikhil Bhalla dispose of for tax withholding?

Nikhil Bhalla disposed of 5,718 RLJ Lodging Trust common shares in total. The Form 4 shows 3,162 shares and 2,556 shares surrendered on consecutive days at $8.29 per share to meet tax obligations tied to restricted share vesting.

At what price were the RLJ shares surrendered in the CFO’s Form 4 filing?

The RLJ Lodging Trust shares in the CFO’s Form 4 filing were valued at $8.29 per share. This price applies to both reported tax-withholding dispositions, where restricted common shares were surrendered back to the issuer to cover associated tax liabilities.

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

After the reported tax-withholding dispositions, the RLJ Lodging Trust Form 4 shows Nikhil Bhalla directly owning 143,957 common shares. This balance reflects his remaining direct holdings following the surrender of shares to cover tax withholding obligations on vested restricted shares.

Why were RLJ common shares surrendered in this Form 4 instead of paying cash taxes?

The Form 4 footnote explains the RLJ common shares were surrendered to the issuer to satisfy tax withholding obligations. This method allows the company to withhold shares upon restricted stock vesting, rather than the executive paying equivalent taxes in cash to the tax authorities.