Rossi Nicola 4

What Happened

Nicola Rossi, Chief Accounting Officer of Wyndham Hotels & Resorts (WH), received 7,172 shares as performance stock units (PSUs) and restricted stock units (RSUs) vested on March 1, 2026. The vesting generated two award entries: 3,880 shares and 3,292 shares (acquired at $0.00). To cover tax withholding on the vesting, 3,731 shares were surrendered/withheld (2,046 shares and 1,685 shares) at $81.80 per share, totaling approximately $305,196.

This was not an open-market purchase or discretionary sale by the insider but routine compensation vesting with shares withheld for tax obligations.

Key Details

• Transaction date: March 1, 2026 (reported on Form 4 filed March 3, 2026). Filing appears timely.
• Awards: 3,880 and 3,292 shares acquired under the 2018 Equity and Incentive Plan (PSUs and RSUs) on vesting (codes A).
• Tax withholding: 2,046 and 1,685 shares withheld/disposed at $81.80 per share (codes F), proceeds ≈ $167,363 and $137,833 respectively (total ≈ $305,196).
• Shares owned after transaction: not specified in the provided Form 4 details.
• Footnotes: Vesting of PSUs and RSUs (F1, F4); shares withheld to satisfy tax liability in connection with vesting under Rule 16b-3 (F3, F5); RSU/PSU units referenced (F6, F2).

Context

Share withholding to cover taxes is a common, administrative disposition and does not generally signal a voluntary sale decision by the insider. These transactions reflect compensation vesting rather than insider trading for investment purposes.