Wyndham Hotels (WH) Form 4 Shows Routine Board Equity Award

Rhea-AI Filing Summary

On 07/25/2025 Wyndham Hotels & Resorts (WH) director Bruce B. Churchill acquired 483 deferred stock units (DSUs) through the company’s quarterly board retainer. Each DSU converts into one share of common stock after the director leaves the board. The grant was valued at $92.00 per unit, equating to roughly $44.5 thousand in equity. After the award, Churchill’s direct beneficial ownership increases to 26,618 shares/DSUs. A footnote also discloses 3,511 restricted stock units (RSUs) that remain outstanding but were not part of a new transaction.

No shares were sold, and no derivative securities were exercised. The filing reflects routine director compensation designed to align board incentives with shareholders rather than a discretionary open-market purchase. Consequently, the market impact is expected to be minimal.

Positive

• Director Churchill increased his stake by 483 shares, reinforcing alignment between the board and shareholders.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR – Routine DSU grant; negligible market impact.

The Form 4 shows a standard quarterly equity retainer: 483 DSUs valued at $92 issued to director Bruce Churchill. Ownership rises to 26,618 shares, plus 3,511 RSUs already held. Because the award is automatic and not an open-market buy, it offers limited incremental insight into insider sentiment or future performance. Still, growing equity stakes help align director incentives with long-term shareholder value. I classify the disclosure as neutral and not materially impactful for valuation or trading decisions.

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).

1. Name and Address of Reporting Person^*

CHURCHILL BRUCE

(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		483(1)	A	$92	26,618(2)	D
Common Stock								3,511(3)	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. Deferred stock units issued for quarterly retainer fees and 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.

2. Represents deferred stock units.

3. Represents restricted stock units.

Remarks:

	/s/ Paul F. Cash as Attorney-in-Fact for Bruce B. Churchill	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.

FAQ

How many Wyndham Hotels (WH) shares did director Bruce Churchill acquire on 25-Jul-2025?

He received 483 deferred stock units under the board’s quarterly retainer.

What price per share was used to value the DSU grant?

The Form 4 lists a valuation price of $92.00 per unit.

What is Churchill’s total direct beneficial ownership after this transaction?

His direct holdings total 26,618 shares/deferred stock units.

When can the deferred stock units be converted into common stock?

Each DSU converts 1-for-1 into common stock after the director retires or otherwise leaves the Board.

Did the filing report any stock sales or option exercises?

No; the Form 4 shows only an acquisition with no sales or derivative exercises reported.