Board member Stephen P. Holmes adds WH stake in equity grant

Rhea-AI Filing Summary

HOLMES STEPHEN P reported acquisition or exercise transactions in this Form 4 filing.

Wyndham Hotels & Resorts director Stephen P. Holmes reported an equity grant of 610 shares of common stock on February 20, 2026 at $84.27 per share. Following this grant, his directly held common stock position increased to 21,935 shares.

On the same date, he also reported separate direct holdings tied to common stock of 3,511 units and 350,371 units, which the footnotes describe generally as deferred stock units and restricted stock units that are linked to future delivery of common shares.

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^*

HOLMES STEPHEN P

(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		610(1)	A	$84.27	21,935(2)	D
Common Stock								3,511(3)	D
Common Stock								350,371(4)	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. Deferred stock units issued for quarterly retainer fees and 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.

2. Represents deferred stock units.

3. Represents restricted stock units.

4. Represents shares of common stock.

Remarks:

	/s/ Paul F. Cash, as Attorney-in-Fact for Stephen P. Holmes	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 insider transaction did WH director Stephen P. Holmes report?

Stephen P. Holmes reported receiving an equity grant of 610 shares of Wyndham Hotels & Resorts common stock. The grant was recorded on February 20, 2026 and classified as a grant, award, or other acquisition rather than an open-market purchase or sale transaction.

How many Wyndham (WH) shares did Stephen P. Holmes hold after the grant?

After the 610-share grant, Stephen P. Holmes directly held 21,935 shares of Wyndham Hotels & Resorts common stock. The Form 4 also lists additional direct holdings of 3,511 units and 350,371 units tied to common stock-related awards reported as of the same transaction date.

At what price was Stephen P. Holmes’ WH stock grant recorded?

The reported stock grant to Stephen P. Holmes was valued at $84.27 per share. This price is used in the Form 4 to calculate the value of the 610-share grant, reflecting the reference price for this equity award on the transaction date.

What types of equity awards are referenced in Stephen P. Holmes’ WH filing?

The filing’s footnotes describe deferred stock units and restricted stock units linked to Wyndham common stock. Deferred stock units generally convert into shares after board service ends, while restricted stock units represent share-based awards that typically settle in common stock at future vesting events.

Does Stephen P. Holmes’ WH Form 4 show any insider stock sales?

The Form 4 does not report any stock sales by Stephen P. Holmes. It shows an acquisition through a 610-share grant and additional reported holdings, but no transactions are coded or described as dispositions or open-market sales on the reported date.