Why were 22,495 RLJ Lodging Trust shares surrendered at $7.60 per share?

The 22,495 shares were surrendered to RLJ Lodging Trust at $7.60 per share to satisfy tax withholding obligations tied to the vesting of restricted common shares. This F-code transaction is a tax-settlement mechanism, not a discretionary market sale.

RLJ Lodging Trust (RLJ) Executive Chairman granted shares, surrenders stock for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

RLJ Lodging Trust Executive Chairman Robert L. Johnson received a grant of 40,559 restricted common shares that vested immediately under the RLJ Lodging Trust 2021 Equity Incentive Plan. To cover related tax withholding obligations, 22,495 common shares were surrendered to the company at a price of $7.60 per share, a non-market, tax-settlement disposition rather than an open-market sale. Following these transactions, Johnson directly holds 1,586,626 common shares. He also directly holds 335,250 OP Units, which are immediately redeemable, subject to partnership agreement limits, for cash equal to the market value of one common share or, at the company’s election, an equal number of common shares, with no expiration date.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider JOHNSON ROBERT L

Role Executive Chairman

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	40,559	$0.00	--
Tax Withholding	Common Shares	22,495	$7.60	$171K
holding	OP Units	--	--	--

Holdings After Transaction: Common Shares — 1,609,121 shares (Direct); OP Units — 335,250 shares (Direct)

Footnotes (1)

These restricted common shares, vesting immediately, were granted to the reporting person pursuant to the RLJ Lodging Trust 2021 Equity Incentive Plan. Reflects common shares surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted common shares. "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. 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.

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Form 4 Insider Transactions: What Each Field Means →

03/20/2026 - 04:08 PM

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

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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)
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	03/18/2026		A		40,559⁽¹⁾	A	$0	1,609,121	D
Common Shares	03/18/2026		F		22,495⁽²⁾	D	$7.6	1,586,626	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	⁽³⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	335,250		335,250	D

Explanation of Responses:

1. These restricted common shares, vesting immediately, were granted to the reporting person pursuant to the RLJ Lodging Trust 2021 Equity Incentive Plan.

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

3. "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.

4. 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	03/20/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did RLJ Lodging Trust (RLJ) report for Robert L. Johnson?

RLJ Lodging Trust reported that Executive Chairman Robert L. Johnson received 40,559 restricted common shares and surrendered 22,495 common shares to satisfy tax withholding obligations. These movements reflect compensation and tax settlement, not open-market buying or selling activity.

How many RLJ Lodging Trust common shares does Robert L. Johnson hold after this Form 4?

After the reported transactions, Robert L. Johnson directly holds 1,586,626 common shares of RLJ Lodging Trust. This total reflects the immediate vesting of restricted shares and the share surrender to the issuer for tax withholding on that award.

What is the nature of the 40,559 RLJ restricted common shares granted to Robert L. Johnson?

The 40,559 restricted common shares granted to Robert L. Johnson vested immediately and were issued under the RLJ Lodging Trust 2021 Equity Incentive Plan. This represents equity-based compensation rather than an open-market purchase of shares by the executive.

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

Robert L. Johnson holds 335,250 OP Units, which are limited partner interests in RLJ Lodging Trust, L.P. These units are immediately redeemable, subject to certain limitations, for cash equal to one common share’s market value or, at the issuer’s election, one common share.

Do the reported RLJ Lodging Trust transactions indicate open-market buying or selling by Robert L. Johnson?

The filing shows a grant of restricted common shares and a surrender of shares for tax withholding. Both are compensation and tax-related entries, and the document does not report any open-market purchases or sales by Robert L. Johnson in this instance.