Westwood (NYSE: WHG) CFO receives 11,098-share stock award

Rhea-AI Filing Summary

WESTWOOD HOLDINGS GROUP INC Chief Financial Officer Murray Forbes III reported a compensation-related stock grant. He acquired 11,098 shares of common stock on 2026-02-23 at $0.00 per share as an award. To cover tax obligations, 2,859 shares were disposed of at a price of $16.22 per share through share withholding rather than a market sale. Following these transactions, he directly owns 65,826 shares of common stock. The filing reflects routine equity compensation and related tax withholding, not open-market buying or selling.

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^*

Forbes Murray III

(Last) (First) (Middle)

200 CRESCENT COURT

SUITE 1200

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTWOOD HOLDINGS GROUP INC [ WHG ]

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)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/13/2026

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	02/23/2026		A		11,098	A	$0	65,826	D
common stock	02/23/2026		F		2,859	D	$16.22	65,826	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:

Remarks:

This Form 4/A is being filed solely to correct the transaction code previously reported for the reported disposition. The 'Disposed of' transaction was incorrectly coded as 'S'. The correct transaction code is 'F' to reflect shares withheld to satisfy tax withholding obligations.

	Jonathan Richard Nahhat, as attorney-in-fact	03/16/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did WHG's CFO report on this Form 4/A?

Westwood’s CFO reported a routine equity award. He received 11,098 shares of common stock as a grant on February 23, 2026, reflecting compensation rather than an open-market purchase or sale.

How many WHG shares were withheld for taxes in the CFO’s transaction?

The transaction shows 2,859 shares of Westwood common stock were disposed of to cover tax obligations at $16.22 per share, using share withholding instead of a regular market sale.

What is the WHG CFO’s share ownership after this Form 4/A event?

After the reported grant and tax withholding, the CFO directly holds 65,826 shares of Westwood common stock. This figure reflects his position immediately following the February 23, 2026 transactions.

Was the WHG CFO’s Form 4/A a market purchase or sale of shares?

The filing does not show open-market trading. It records a stock grant of 11,098 shares and a tax-withholding disposition of 2,859 shares, which is a compensation and tax event, not a typical buy or sell.

What do the A and F transaction codes mean in WHG’s Form 4/A?

Code A indicates a grant or award acquisition of shares, here 11,098 shares. Code F reflects 2,859 shares withheld to pay taxes, meaning shares were used to satisfy tax liabilities on the award.