Wyndham (WH) CAO awarded shares from RSU vesting with tax withholding

Rhea-AI Filing Summary

WYNDHAM HOTELS & RESORTS, INC. Chief Accounting Officer Nicola Rossi reported routine equity compensation activity. On March 10, 2026, he acquired 1,360 shares of common stock at $0.00 per share upon vesting of previously granted restricted stock units under the company’s 2018 Amended and Restated Equity and Incentive Plan.

On the same date, 696 common shares valued at $73.93 per share were withheld to cover tax liabilities related to this vesting, leaving 10,253 common shares held directly after these transactions. The filing also indicates 17,622 restricted stock units outstanding following the vesting.

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)
03/10/2026

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		1,360(1)	A	$0	10,949(2)	D
Common Stock	03/10/2026		F		696(3)	D	$73.93	10,253(2)	D
Common Stock								17,622(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:

	/s/ Paul F. Cash, as Attorney-in-Fact for Nicola Rossi	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did WYNDHAM HOTELS (WH) report for Nicola Rossi?

WYNDHAM HOTELS reported that Chief Accounting Officer Nicola Rossi received 1,360 shares of common stock from vesting restricted stock units. These shares were granted under the company’s 2018 Amended and Restated Equity and Incentive Plan as part of his equity compensation.

How many WYNDHAM HOTELS (WH) shares were withheld for taxes in this Form 4?

The filing shows 696 shares of WYNDHAM HOTELS common stock were withheld to pay tax liabilities. The withholding occurred in connection with the vesting of restricted stock units and is described as payment of tax liability in accordance with Rule 16b-3.

What is Nicola Rossi’s WYNDHAM HOTELS (WH) share ownership after these transactions?

After the reported transactions, Nicola Rossi directly holds 10,253 shares of WYNDHAM HOTELS common stock. The filing also shows 17,622 restricted stock units outstanding, which represent additional equity-based compensation separate from his current common share holdings.

Was the WYNDHAM HOTELS (WH) insider transaction an open-market trade?

No, the transaction was not an open-market trade. The Form 4 describes a grant or award acquisition from restricted stock unit vesting and a tax-withholding disposition, rather than a market purchase or sale of WYNDHAM HOTELS common stock.

What equity plan is referenced in the WYNDHAM HOTELS (WH) Form 4 filing?

The Form 4 references WYNDHAM HOTELS’ 2018 Amended and Restated Equity and Incentive Plan. Under this plan, previously granted restricted stock units vested on March 10, 2026, resulting in common stock being delivered and some shares withheld for taxes.

How does the tax withholding work in the WYNDHAM HOTELS (WH) Form 4?

The filing explains that common stock was withheld as payment of tax liability triggered by restricted stock unit vesting. Instead of paying cash taxes, 696 shares were surrendered to cover taxes in a transaction made under Rule 16b-3.