Wyndham (NYSE: WH) CFO stock award includes share withholding for taxes

Rhea-AI Filing Summary

WYNDHAM HOTELS & RESORTS, INC. Chief Financial Officer Amit Sripathi reported routine equity compensation activity involving common stock. On March 10, 2026, he acquired 907 shares at $0.00 per share as previously granted restricted stock units vested under the 2018 Amended and Restated Equity and Incentive Plan.

On the same date, 445 shares of common stock were withheld at $73.93 per share to cover tax liabilities related to this vesting, a non-market disposition made in accordance with Rule 16b-3. Following these transactions and holdings reported in the filing, Sripathi directly owns 35,687 shares of 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

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).

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^*

Sripathi Amit

(Last) (First) (Middle)

C/O 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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		A		907(1)	A	$0	4,870(2)	D
Common Stock	03/10/2026		F		445(3)	D	$73.93	4,425(2)	D
Common Stock								35,687(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. Common stock acquired under the Issuer's 2018 Amended and Restated Equity and Incentive Plan on vesting of previously-granted restricted stock units which vested on March 10, 2026.

2. Represents shares of common stock.

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

4. Represents restricted stock units.

Remarks:

	Paul F. Cash as Attorney-in-Fact for Amit Sripathi	03/12/2026
	** 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).
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FAQ

What insider transactions did Wyndham (WH) CFO Amit Sripathi report?

Amit Sripathi reported equity compensation activity, not open-market trades. Previously granted restricted stock units vested into 907 common shares, while 445 shares were withheld to cover tax liabilities. These movements reflect routine compensation and tax withholding rather than discretionary buying or selling in the market.

How many Wyndham (WH) shares did the CFO acquire and at what price?

The CFO acquired 907 shares of Wyndham common stock at $0.00 per share. These shares came from the vesting of previously granted restricted stock units under the company’s 2018 Amended and Restated Equity and Incentive Plan, rather than a cash purchase on the open market.

Why were 445 Wyndham (WH) shares disposed of in this Form 4 filing?

The Form 4 shows a disposition of 445 shares at $73.93 per share solely to satisfy tax liabilities from the restricted stock unit vesting. The shares were withheld by the issuer as payment of tax, a non-market, administrative transaction permitted under Rule 16b-3.

How many Wyndham (WH) shares does the CFO hold after these transactions?

After the reported vesting and tax withholding entries, Amit Sripathi directly holds 35,687 shares of Wyndham common stock. This total reflects the updated direct ownership position reported in the filing, combining prior holdings with the new award net of shares withheld for taxes.

What plan governed the Wyndham (WH) CFO’s stock award in this Form 4?

The common stock was acquired under Wyndham’s 2018 Amended and Restated Equity and Incentive Plan. Previously granted restricted stock units vested on March 10, 2026, converting into common shares and triggering associated tax withholding, all as part of the company’s established equity compensation framework.