WH Insider Filing: Buckman Receives 885 Deferred Stock Units

Rhea-AI Filing Summary

Wyndham Hotels & Resorts (WH) – Form 4 insider activity: Director James E. Buckman reported an automatic acquisition (code “A”) of 885 deferred stock units (DSUs) on 25 Jul 2025. Footnote 1 clarifies the DSUs were issued in lieu of quarterly board retainer payments and dividends; each unit converts 1-for-1 into common shares upon Buckman’s departure from the board. The filing lists a reference price of $92 per share, implying stock-based compensation of roughly $81k.

Following the grant, Buckman’s direct beneficial holdings are:

• 90,472 DSUs (footnote 2)
• 3,511 restricted stock units (footnote 3)
• 9,307 common shares (footnote 4)

No derivative securities or dispositions were reported. The transaction modestly increases insider equity exposure but is routine board compensation rather than an open-market purchase. No impact on earnings, guidance, or capital structure is disclosed.

Positive

• Additional insider equity aligns director interests with shareholders, albeit via routine compensation.

Negative

• Low informational value; grant is automatic, not an open-market buy, so it offers limited insight into insider sentiment.

Insights

Securities Analyst

TL;DR: Routine director DSU grant; minimal market impact.

The filing shows Buckman received 885 DSUs, adding <≈0.1%> to his existing 94k-plus share-equivalent stake. Because the units stem from standard board compensation and not discretionary buying, the action does not signal incremental bullishness beyond normal alignment incentives. Size is immaterial relative to WH’s 83 m fully diluted shares, so dilution and cash impacts are negligible. Overall, information value is low but directionally positive, confirming sustained insider ownership.

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).

1. Name and Address of Reporting Person^*

BUCKMAN JAMES E

(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)
07/25/2025

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	07/25/2025		A		885(1)	A	$92	90,472(2)	D
Common Stock								3,511(3)	D
Common Stock								9,307(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 James E. Buckman	07/29/2025
	** 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

How many Wyndham (WH) shares did Director Buckman acquire on 25 Jul 2025?

He received 885 deferred stock units, each convertible into one common share.

What is Buckman’s total beneficial ownership after the transaction?

90,472 DSUs, 3,511 RSUs and 9,307 common shares are held directly.

Was this an open-market purchase?

No. The units were granted as board compensation (Transaction code “A”), not bought on the market.

Does the filing affect Wyndham’s share count or cash balance?

Impact is immaterial; the DSU grant is non-cash and represents a tiny fraction of WH’s outstanding shares.

At what reference price were the DSUs valued?

The filing references a $92 share price, implying roughly $81k in equity value.