Westwood (NYSE: WHG) executive granted 15,414 shares, 2,654 for taxes

Rhea-AI Filing Summary

Westwood Holdings Group Head of Distribution David O. Linton received a grant of 15,414 shares of common stock on February 23, 2026. These shares were awarded at no cost as part of his equity compensation, increasing his direct holdings to 29,415 shares.

On the same date, 2,654 shares were disposed of at $16.22 per share to cover tax obligations associated with this grant. This tax-withholding disposition was not an open-market sale, and Linton’s remaining directly owned stake is reported at 29,415 shares after these transactions.

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

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).

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^*

Linton David O

(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)
	Head of Distribution

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		15,414	A	$0	29,415	D
common stock	02/23/2026		F		2,654	D	$16.22	29,415	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, by POA from David O. Linton	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.
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

What insider transaction did WHG’s David O. Linton report on this Form 4/A?

David O. Linton, Head of Distribution at Westwood Holdings Group (WHG), reported receiving a grant of 15,414 common shares on February 23, 2026. The shares were awarded at no cost as part of his equity compensation program, increasing his direct ownership position.

How many Westwood Holdings Group (WHG) shares does David O. Linton own after this filing?

After the reported transactions, David O. Linton directly owns 29,415 shares of WHG common stock. This figure reflects his position following the 15,414-share grant and the separate 2,654-share tax-withholding disposition reported for the same February 23, 2026 transaction date.

Was there any sale of WHG shares by David O. Linton in the open market?

The filing shows no open-market sale by David O. Linton. Instead, 2,654 shares were disposed of at $16.22 per share as a tax-withholding transaction, meaning shares were delivered to satisfy tax obligations related to his stock grant, not sold for investment reasons.

What does the tax-withholding disposition in WHG’s Form 4/A mean for investors?

The tax-withholding disposition of 2,654 WHG shares represents shares delivered to cover tax liabilities arising from the 15,414-share grant. Such F-code transactions are mechanical for tax compliance and do not represent discretionary buying or selling decisions in the open market by the insider.

What type of transaction is indicated by the A and F codes in WHG’s insider report?

Code A indicates a grant, award, or other acquisition of 15,414 WHG common shares to David O. Linton. Code F reflects a tax-related disposition of 2,654 shares to pay exercise price or tax liabilities, which is distinct from an open-market sale.