RLJ Lodging EVP surrenders shares for tax withholding

RLJ Lodging Trust EVP, General Counsel and Corporate Secretary Frederick D. McKalip reported routine share dispositions tied to tax withholding.

Rhea-AI Filing Summary

RLJ Lodging Trust EVP, General Counsel and Corporate Secretary Frederick D. McKalip reported routine share dispositions tied to tax withholding. Over April 25–27, a total of 1,484 Common Shares were surrendered to the company at $7.97 per share to satisfy tax obligations on vesting restricted common shares.

These Form 4 transactions are coded as tax-withholding dispositions rather than open-market sales. After the most recent transaction, McKalip directly holds 278,820 Common Shares of RLJ Lodging Trust.

Insider Trade Summary

Exercise Price or Tax Liability: 1,484 shares

Exercise Price or Tax Liability 3 txns

Insider McKalip Frederick D.

Role EVP, Gen. Counsel & Corp. Sec.

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Shares	445	$7.97	$4K
Exercise Price or Tax Liability	Common Shares	395	$7.97	$3K
Exercise Price or Tax Liability	Common Shares	644	$7.97	$5K

Holdings After Transaction: Common Shares — 278,820 shares (Direct)

Footnotes (1)

1. F1. Reflects common shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted common shares.

Key Figures

Tax-withholding shares (total): 1,484 shares Share price used for tax withholding: $7.97/share Post-transaction holdings: 278,820 shares +3 more

6 metrics

Tax-withholding shares (total) 1,484 shares Common Shares surrendered for tax withholding on vesting

Share price used for tax withholding $7.97/share Valuation for all three F-code transactions

Post-transaction holdings 278,820 shares Direct RLJ Common Shares held after latest transaction

Tax-withholding transaction 1 644 shares F-code disposition on April 25, 2026

Tax-withholding transaction 2 395 shares F-code disposition on April 26, 2026

Tax-withholding transaction 3 445 shares F-code disposition on April 27, 2026

Key Terms

restricted common shares, tax withholding obligations, tax-withholding disposition

3 terms

restricted common shares financial

"in connection with the vesting of restricted common shares."

Restricted common shares are company stock that cannot be freely sold or transferred until certain conditions are met, such as time-based vesting, performance targets, or regulatory clearance. For investors, they matter because they reduce the number of shares available to trade today but can increase supply later, affecting share price, liquidity and potential dilution — like a stash of coupons that can't be used until a future date.

tax withholding obligations financial

"surrendered to the Issuer to satisfy tax withholding obligations in connection"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did RLJ (RLJ Lodging Trust) executive Frederick D. McKalip report on this Form 4?

Frederick D. McKalip reported share dispositions used to cover tax obligations. In three transactions, 1,484 RLJ common shares were surrendered back to the company in connection with the vesting of restricted common shares, rather than being sold on the open market.

How many RLJ common shares were surrendered for tax withholding by the EVP?

A total of 1,484 RLJ common shares were surrendered for tax withholding. The Form 4 shows three tax-withholding dispositions of 644, 395, and 445 shares, all tied to the vesting of restricted common shares granted as part of compensation.

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

The surrendered shares were valued at $7.97 per RLJ common share. Each of the three tax-withholding transactions used this same per-share price when shares were delivered back to the issuer to satisfy McKalip’s tax obligations on vesting equity awards.

Does this RLJ Form 4 indicate open-market buying or selling activity?

The Form 4 does not show open-market buying or selling activity. All three transactions are coded as F, reflecting shares surrendered to RLJ Lodging Trust to pay tax liabilities on vesting restricted common shares, a routine administrative event rather than discretionary trading.

How many RLJ shares does Frederick D. McKalip hold after these transactions?

After the latest reported transaction, McKalip directly holds 278,820 RLJ common shares. This post-transaction holding figure, disclosed in the Form 4, shows his remaining equity position after satisfying tax obligations through the surrender of 1,484 shares to the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/28/2026 - 04:57 PM Learn about SEC filing dates

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^*

McKalip Frederick D.

(Last) (First) (Middle)

C/O RLJ LODGING TRUST

7373 WISCONSIN AVE., SUITE 1500

(Street)

BETHESDA MARYLAND 20814

(City) (State) (Zip)

UNITED STATES

(Country)

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, Gen. Counsel & Corp. Sec.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/25/2026		F		644(1)	D	$7.97	279,660	D
Common Shares	04/26/2026		F		395(1)	D	$7.97	279,265	D
Common Shares	04/27/2026		F		445(1)	D	$7.97	278,820	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	04/28/2026
	** 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.
* Form 4: SEC 1474 (03-26)