WH Insider: Ballotti Exercises Options, Sells Shares to Cover Taxes

Rhea-AI Filing Summary

Wyndham Hotels & Resorts (WH) insider transactions: Geoffrey A. Ballotti, President and CEO and a director, exercised non-qualified stock options on August 15 and August 18, 2025, acquiring 65,484 shares in two exercises at an exercise price of $53.40 per option. A portion of the acquired shares were sold under a Rule 10b5-1 trading plan to cover option exercise costs, taxes, commissions and fees, with weighted-average sale prices reported between $86.91 and $89.36 across multiple transactions. The filing also shows 137,182 restricted stock units and remaining beneficial ownership of common stock reported after the transactions.

Insights

Financial Analyst

TL;DR: CEO exercised vested options and sold shares under a 10b5-1 plan, a routine liquidity event with limited material impact on company fundamentals.

The filing documents option exercises totaling 65,484 shares (two exercises of 32,742 each) at a $53.40 exercise price and subsequent sales to cover exercise-related costs under a Rule 10b5-1 plan. Sales occurred at weighted-average prices in the high-$80s, indicating proceeds exceeded exercise costs by a meaningful per-share spread. These transactions reflect executive compensation realization rather than a change in operational outlook. From a capital structure perspective, the issuance from option exercises modestly increases outstanding shares, but the disclosure does not indicate significant dilution beyond normal executive equity programs.

Corporate Governance Expert

TL;DR: Transactions were executed under an established 10b5-1 plan and appear consistent with Rule 16b-3 compliance and routine executive equity administration.

The report specifies the use of a Rule 10b5-1 trading plan adopted September 10, 2024, for both the exercise and subsequent sales, and notes the options vested per prior schedules. The filing includes the attorney-in-fact signature and transparent price ranges for multiple sale tranches, which supports procedural compliance and reduces concerns about opportunistic timing. No amendment or extraordinary disclosure was required beyond standard Form 4 reporting.

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

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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).

X

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^*

Ballotti Geoffrey A

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M(1)		32,742	A	$53.4	500,136(2)	D
Common Stock	08/15/2025		S(3)		17,502	D	$88.76(4)	482,634(2)	D
Common Stock	08/15/2025		S(3)		9,101	D	$88.2(5)	473,533(2)	D
Common Stock	08/18/2025		M(1)		32,742	A	$53.4	506,275(2)	D
Common Stock	08/18/2025		S(3)		24,796	D	$87.48(6)	481,479(2)	D
Common Stock	08/18/2025		S(3)		1,807	D	$87.99(7)	479,672(2)	D
Common Stock								137,182(8)	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
Non-Qualified Stock Options	$53.4	08/15/2025		M(1)			32,742	(9)	02/25/2026	Common Stock	32,742	$0	98,222	D
Non-Qualified Stock Options	$53.4	08/18/2025		M(1)			32,742	(9)	02/25/2026	Common Stock	32,742	$0	65,480	D

Explanation of Responses:

1. Transaction to exercise previously granted non-qualified stock options expiring on February 25, 2026 and effectuated pursuant to Rule 10b5-1 Trading Plan adopted September 10, 2024.

2. Represents shares of common stock.

3. Sale of common stock effectuated pursuant to Rule 10b5-1 Trading Plan adopted September 10, 2024 solely to cover option costs, tax obligations, commissions and fees incident to the exercise of non-qualified stock options granted in accordance with Rule 16b-3 and the delivery of shares in respect thereof.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.375 to $89.36, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.95 to $88.36, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.91 to $87.89, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.91 to $88.13, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

8. Represents restricted stock units.

9. The options vested in four equal installments on each of the first four anniversaries of February 27, 2020.

Remarks:

	/s/ Paul F. Cash as Attorney-in-Fact for Geoffrey A. Ballotti	08/19/2025
	** 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 transactions did Geoffrey A. Ballotti report on Form 4 for WH?

He exercised non-qualified stock options on 08/15/2025 and 08/18/2025 (32,742 shares each) and sold portions of shares under a Rule 10b5-1 plan to cover costs.

How many shares were acquired and at what exercise price?

65,484 shares were acquired via option exercises (two tranches of 32,742) at a $53.40 exercise price per option.

What were the sale prices for the shares sold to cover option costs and taxes?

Weighted-average sale prices reported ranged from $86.91 to $89.36 across multiple transactions; specific ranges are provided in the filing.

Did the filing state the transactions were part of a trading plan?

Yes. The exercises and sales were effectuated pursuant to a Rule 10b5-1 trading plan adopted September 10, 2024.

How many restricted stock units are reported in the Form 4?

137,182 restricted stock units are listed in the filing.