STOCK TITAN

Wyndham Hotels (WH) CEO stock sale under 10b5-1 plan

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WYNDHAM HOTELS & RESORTS, INC. (WH) reported that President and CEO Geoffrey A. Ballotti exercised previously granted 20,429 non-qualified stock options at an exercise price of $65.21 per share, converting them into an equal number of common shares. Following this exercise, 40,858 stock options of this grant remain outstanding, expiring on February 23, 2027.

On the same date, Ballotti sold 19,414 common shares at a weighted average price of $72.7092 per share, under a Rule 10b5-1 Trading Plan adopted on March 11, 2026. A footnote states this sale was effected solely to cover option costs, tax obligations, commissions and fees related to the option exercise and share delivery. The filing also notes direct holdings of restricted stock units.

Positive

  • None.

Negative

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Insider Ballotti Geoffrey A
Role President and CEO
Sold 19,414 shs ($1.41M)
Approx. gross sale proceeds $1.41M
Approx. exercise cost $1.33M
Type Security Shares Price Value
Exercise Non-Qualified Stock Options F1, F6 20,429 $0.00 $0.00
Exercise Common Stock F1, F2 20,429 $65.21 $1.33M
Sale Common Stock F3, F4, F2 19,414 $72.7092 $1.41M
holding Common Stock F5 -- -- --
Holdings After Transaction: Non-Qualified Stock Options — 40,858 shares (Direct); Common Stock — 714,368 shares (Direct)
Footnotes (6)
  1. F1. Transaction to exercise previously granted non-qualified stock options expiring on February 23, 2027 and effectuated pursuant to Rule 10b5-1 Trading Plan adopted March 11, 2026.
  2. F2. Represents shares of common stock.
  3. F3. Sale of common stock effectuated pursuant to Rule 10b5-1 Trading Plan adopted March 11, 2026 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. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.38 to $73.13 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, upon request, full information regarding the number of shares sold at each separate price.
  5. F5. Represents restricted stock units.
  6. F6. The options vested in four equal installments on each of the first four anniversaries of February 27, 2021.
Options exercised 20,429 options Non-qualified stock options exercised on 2026-08-17 at $65.21 per share
Exercise price $65.21 per share Exercise price of non-qualified stock options converted into common stock
Options remaining 40,858 options Total non-qualified stock options remaining after exercise from grant expiring 2027-02-23
Shares sold 19,414 shares Common shares sold on 2026-08-17 under Rule 10b5-1 plan
Weighted average sale price $72.7092 per share Weighted average price for 19,414 WH shares sold
Sale price range $72.38 to $73.13 per share Price range of multiple transactions included in the reported weighted average
10b5-1 plan adoption date March 11, 2026 Date Rule 10b5-1 Trading Plan governing these transactions was adopted
Option expiration February 23, 2027 Expiration date of the exercised non-qualified stock options
Non-Qualified Stock Options financial
"Transaction to exercise previously granted non-qualified stock options expiring on February 23, 2027"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
Rule 10b5-1 Trading Plan regulatory
"effectuated pursuant to Rule 10b5-1 Trading Plan adopted March 11, 2026"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
restricted stock units financial
"Represents restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 16b-3 regulatory
"options granted in accordance with Rule 16b-3 and the delivery of shares"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

FAQ

What did WH CEO Geoffrey Ballotti report in this Form 4 for Wyndham Hotels & Resorts (WH)?

Geoffrey Ballotti reported exercising 20,429 stock options at $65.21 and receiving the same number of WH common shares. He then sold 19,414 shares at a weighted average of $72.7092, all under a pre-established Rule 10b5-1 trading plan.

How many Wyndham Hotels & Resorts (WH) stock options did the CEO exercise and at what price?

The CEO exercised 20,429 non-qualified stock options for WH at an exercise price of $65.21 per share. These options were previously granted and vested in four equal installments on the first four anniversaries of February 27, 2021.

How many WH shares did the CEO sell and at what price range?

The CEO sold 19,414 WH common shares at a weighted average price of $72.7092 per share. A footnote explains the shares were sold in multiple transactions at prices ranging from $72.38 to $73.13 inclusive.

Was the WH CEO’s stock transaction done under a Rule 10b5-1 trading plan?

Yes. The Form 4 states both the option exercise and related sale were effectuated under a Rule 10b5-1 Trading Plan adopted on March 11, 2026, indicating the transactions were pre-arranged rather than timed opportunistically.

Why did the WH CEO sell 19,414 shares after exercising options?

A footnote states the CEO’s sale of 19,414 shares was executed solely to cover option costs, tax obligations, commissions and fees incident to the non-qualified stock option exercise and delivery of shares, not characterized as a discretionary liquidation.

How many Wyndham Hotels & Resorts (WH) options from this grant remain after the CEO’s exercise?

After exercising 20,429 options, the Form 4 reports a remaining balance of 40,858 non-qualified stock options from this grant. These options are scheduled to expire on February 23, 2027 if not exercised earlier.

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SEC Form 4
FORM 4UNITED 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).
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 NEW JERSEY 07054

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
WYNDHAM HOTELS & RESORTS, INC. [ WH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/17/2026M(1)20,429A$65.21568,737(2)D
Common Stock08/17/2026S(3)19,414D$72.7092(4)549,323(2)D
Common Stock165,045(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Options$65.2108/17/2026M(1)20,429 (6)02/23/2027Common Stock20,429$040,858D
Explanation of Responses:
1. Transaction to exercise previously granted non-qualified stock options expiring on February 23, 2027 and effectuated pursuant to Rule 10b5-1 Trading Plan adopted March 11, 2026.
2. Represents shares of common stock.
3. Sale of common stock effectuated pursuant to Rule 10b5-1 Trading Plan adopted March 11, 2026 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 $72.38 to $73.13 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, upon request, full information regarding the number of shares sold at each separate price.
5. Represents restricted stock units.
6. The options vested in four equal installments on each of the first four anniversaries of February 27, 2021.
Remarks:
/s/ Paul F. Cash as Attorney-in-Fact for Geoffrey A. Ballotti08/19/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)