Wyndham Hotels (NYSE: WH) CAO receives stock grant and withholds shares for taxes

Rhea-AI Filing Summary

WYNDHAM HOTELS & RESORTS, INC. Chief Accounting Officer Nicola Rossi reported equity award activity involving the company’s common stock on March 3, 2026. Rossi acquired 1,059 shares at no cost from the vesting of previously granted restricted stock units under the 2018 Equity and Incentive Plan.

To cover taxes due on this vesting, 542 shares of common stock were withheld at $80.92 per share as a tax-withholding disposition. Following these transactions, Rossi directly held 9,589 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)
03/03/2026

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	03/03/2026		A		1,059(1)	A	$0	10,131(2)	D
Common Stock	03/03/2026		F		542(3)	D	$80.92	9,589(2)	D
Common Stock								13,080(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 Equity and Incentive Plan on vesting of previously-granted restricted stock units which vested on March 3, 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	03/05/2026
	** 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 did Wyndham Hotels (WH) disclose about Nicola Rossi’s recent stock transactions?

Wyndham Hotels reported that Chief Accounting Officer Nicola Rossi received a stock award and had shares withheld for taxes. On March 3, 2026, 1,059 common shares vested from restricted stock units, and 542 shares were withheld to satisfy tax obligations tied to that vesting.

How many Wyndham (WH) shares did Nicola Rossi acquire in the latest Form 4 filing?

Nicola Rossi acquired 1,059 shares of Wyndham common stock through vesting of previously granted restricted stock units. The shares were issued under the company’s 2018 Equity and Incentive Plan, reflecting equity-based compensation rather than an open-market purchase of additional shares.

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

The Form 4 shows a disposition of 542 Wyndham common shares as a tax-withholding transaction. These shares were withheld by the company at $80.92 per share to pay taxes owed when Rossi’s restricted stock units vested on March 3, 2026.

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

After the grant and tax-withholding disposition, Nicola Rossi directly holds 9,589 shares of Wyndham common stock. This figure reflects the net result of 1,059 shares acquired from restricted stock unit vesting and 542 shares withheld to cover related tax liabilities.

Was Nicola Rossi’s Wyndham (WH) stock activity an open-market buy or sell?

The reported Wyndham stock activity was not an open-market trade. Rossi received 1,059 shares via vesting of restricted stock units and had 542 shares withheld for taxes. The disposition is classified as tax-withholding, not a discretionary sale on the open market.

Under which plan were Nicola Rossi’s Wyndham (WH) restricted stock units granted?

The restricted stock units that vested into 1,059 Wyndham common shares were granted under Wyndham Hotels & Resorts’ 2018 Equity and Incentive Plan. This plan provides equity-based awards to executives, aligning a portion of their compensation with company performance and shareholder interests.