WH Form 4: Director Adds 643 Shares; No Sales Reported

Director Pauline D.E.

Rhea-AI Filing Summary

Director Pauline D.E. Richards reported routine equity compensation in a Form 4 for Wyndham Hotels & Resorts (WH) dated 25-Jul-2025. The filing shows:

• 370 common shares issued for the quarterly board retainer at an implied $92/share.
• 273 deferred stock units (DSUs) credited for quarterly dividends; each DSU converts 1-for-1 into common stock when the director leaves the board.

After the transactions Richards’ beneficial holdings are:

• 16,918 directly held common shares
• 61,408 DSUs
• 3,511 restricted stock units

No shares were sold, and no options or other derivatives were exercised. The awards arise from the company’s standard director compensation and dividend-equivalent program, not open-market activity. Given the small size relative to WH’s roughly 96 million shares outstanding, the transaction is unlikely to affect trading dynamics, but it incrementally increases board equity alignment.

Positive

• No insider sales: the director only acquired shares and units, signaling continued equity alignment with shareholders.

Negative

• Immaterial size: the 643-share addition represents an insignificant percentage of WH’s float, limiting informational value.

Insights

Corporate Governance Analyst

TL;DR – Routine board compensation; immaterial market impact.

The Form 4 records automatic equity grants rather than discretionary buying. While insider alignment inches higher, 643 new units (<0.001% of shares outstanding) do not alter ownership structure or signal a directional view on WH. No red flags appear—there are no disposals, option exercises, or complex derivatives. Investors should treat this as standard housekeeping, with neutral impact on valuation or liquidity.

Insider Trade Summary

Grant/Award: 643 shares

Grant/Award 3 txns

Insider RICHARDS PAULINE

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	370	$92.00	$34K
Grant/Award	Common Stock	273	$92.00	$25K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 64,919 shares (Direct)

Footnotes (5)

1. F1. Common stock issued for quarterly retainer fees.
2. F2. Represents shares of common stock.
3. F3. 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. F4. Represents deferred stock units.
5. F5. Represents restricted stock units.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Wyndham (WH) shares did Director Pauline Richards acquire?

She received 370 common shares plus 273 deferred stock units, totaling 643 share-equivalents.

Were any Wyndham shares sold in this Form 4 filing?

No. The filing shows only acquisitions; there were no dispositions.

What is the director's total beneficial ownership after the transaction?

Richards now holds 16,918 common shares, 61,408 DSUs, and 3,511 RSUs.

Does the transaction reflect an open-market purchase?

No. Shares were issued as board retainer and dividend-equivalent grants, not bought on the market.

Is this Form 4 likely to impact Wyndham's stock price?

Given the small size relative to WH’s 96 m shares outstanding, the market impact should be negligible.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 07/29/2025 - 05:58 PM Learn about SEC filing dates

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^*

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)
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		370(1)	A	$92	16,918(2)	D
Common Stock	07/25/2025		A		273(3)	A	$92	61,408(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	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.