Wyndham Hotels (NYSE: WH) CAO reports equity awards and tax share withholding

Rhea-AI Filing Summary

Wyndham Hotels & Resorts Chief Accounting Officer Nicola Rossi reported equity vesting and related tax withholding. On March 1, 2026, Rossi acquired 3,880 shares of common stock on vesting of performance stock units and 3,292 shares on vesting of restricted stock units under the 2018 Equity and Incentive Plan.

To cover tax liabilities from these vestings, 2,046 shares and 1,685 shares of common stock were withheld at a price of $81.80 per share, described as payment of tax liability under Rule 16b-3. After these transactions, Rossi directly owned 14,139 shares of Wyndham common stock.

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^*

Rossi Nicola

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		A		3,880(1)	A	$0	9,511(2)	D
Common Stock	03/01/2026		F		2,046(3)	D	$81.8	7,465(2)	D
Common Stock	03/01/2026		A		3,292(4)	A	$0	10,757(2)	D
Common Stock	03/01/2026		F		1,685(5)	D	$81.8	9,072(2)	D
Common Stock								14,139(6)	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 acquired under the Issuer's 2018 Equity and Incentive Plan on vesting of previously-granted performance stock units which vested on March 1, 2026.

2. Represents shares of common stock.

3. Common stock withheld as payment of tax liability incident to the vesting of performance stock units granted in accordance with Rule 16b-3.

4. Common stock acquired under the Issuer's 2018 Equity and Incentive Plan on vesting of previously-granted restricted stock units which vested on March 1, 2026.

5. Common stock withheld as payment of tax liability incident to the vesting of restricted stock units granted in accordance with Rule 16b-3.

6. Represents restricted stock units.

Remarks:

	/s/ Paul F. Cash, as Attorney-in-Fact for Nicola Rossi	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What did Wyndham (WH) Chief Accounting Officer Nicola Rossi report in this Form 4?

Nicola Rossi reported equity awards vesting and related tax share withholding. Performance stock units and restricted stock units converted into common stock, and a portion of the shares was withheld to satisfy tax obligations associated with these vestings under the company’s 2018 Equity and Incentive Plan.

How many Wyndham (WH) shares did Nicola Rossi acquire through equity vesting?

Nicola Rossi acquired 3,880 Wyndham common shares from vesting performance stock units and 3,292 shares from vesting restricted stock units. Both awards were granted under the 2018 Equity and Incentive Plan and vested on March 1, 2026, increasing her direct ownership before tax withholding transactions.

Why were some Wyndham (WH) shares disposed of in Nicola Rossi’s Form 4?

The disposed shares were withheld to cover tax liabilities from vesting equity awards, not open-market sales. Specifically, 2,046 and 1,685 common shares were withheld as payment of tax obligations related to performance stock unit and restricted stock unit vestings, consistent with Rule 16b-3 treatment.

At what price were the Wyndham (WH) shares withheld for taxes in this filing?

The shares withheld for taxes were valued at $81.80 per Wyndham common share. This price applied to 2,046 and 1,685 shares used to satisfy tax liabilities arising from the vesting of performance stock units and restricted stock units on March 1, 2026, under the company’s equity plan.

How many Wyndham (WH) shares does Nicola Rossi own after these transactions?

After the vesting and tax withholding transactions, Nicola Rossi directly owns 14,139 Wyndham common shares. This reflects the net result of shares acquired from vested performance and restricted stock units and the portion withheld to satisfy associated tax liabilities under the 2018 Equity and Incentive Plan.

Were Nicola Rossi’s Wyndham (WH) share dispositions open-market sales?

No, the dispositions were tax-withholding events, not open-market sales. Shares were withheld by the issuer to pay tax liabilities tied to vesting performance and restricted stock units, as described in the footnotes referencing Rule 16b-3 treatment for these equity compensation transactions.