Stock awards increase Wyndham (WH) director Pauline Richards’ equity stake

Rhea-AI Filing Summary

Wyndham Hotels & Resorts director Pauline Richards received additional equity compensation in the form of common stock and stock units. On February 20, 2026, she acquired 404 shares of common stock and 300 shares of common stock as grants, rather than open-market purchases. Footnotes explain that these awards relate to quarterly retainer fees and dividend-equivalent deferred stock units, which will convert into common shares after she retires or leaves the Board.

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
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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^*

RICHARDS PAULINE

(Last) (First) (Middle)

WYNDHAM HOTELS & RESORTS, INC.

22 SYLVAN WAY

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WYNDHAM HOTELS & RESORTS, INC. [ WH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		A		404(1)	A	$84.27	17,777(2)	D
Common Stock	02/20/2026		A		300(3)	A	$84.27	62,045(4)	D
Common Stock								3,511(5)	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. Common stock issued for quarterly retainer fees.

2. Represents shares of common stock.

3. Deferred stock units issued for quarterly dividends. Each deferred stock unit entitles the reporting person to receive one share of common stock following the reporting person's retirement or termination of service from the Board of Directors.

4. Represents deferred stock units.

5. Represents restricted stock units.

Remarks:

	/s/ Paul F. Cash, as Attorney-in-Fact for Pauline D.E. Richards	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.

FAQ

What did Wyndham Hotels & Resorts (WH) director Pauline Richards report in this Form 4?

Pauline Richards reported equity awards of Wyndham common stock and stock units. The awards were granted as part of her director compensation, including quarterly retainer fees and dividend-equivalent deferred stock units that convert into common shares after her Board service ends.

How many Wyndham (WH) shares did Pauline Richards acquire in the reported transactions?

Pauline Richards acquired 404 shares and 300 shares of Wyndham common stock through grant or award transactions. These were equity compensation grants, not open-market purchases, and increased her directly owned stake as a Wyndham Hotels & Resorts director.

Were Pauline Richards’ Wyndham (WH) transactions open-market buys or compensation grants?

The transactions were compensation grants, not open-market buys. The Form 4 uses code “A” for grant, award, or other acquisition, and footnotes state the common stock and deferred stock units were issued for quarterly retainer fees and dividends.

What are the deferred stock units reported by Wyndham (WH) director Pauline Richards?

The deferred stock units are equity-based awards linked to Wyndham common stock. Each unit entitles Pauline Richards to receive one share of common stock after her retirement or termination of service from the Board, and they are issued in connection with quarterly dividends.

Does the Wyndham (WH) Form 4 for Pauline Richards indicate any stock sales?

The Form 4 does not indicate any stock sales by Pauline Richards. It shows two acquisitions coded as grants or awards, along with an updated holding line, reflecting routine director equity compensation rather than any disposition of Wyndham common stock.