Ballotti Geoffrey A 4

What Happened
Geoffrey A. Ballotti, President, CEO and Director of Wyndham Hotels & Resorts (WH), received awards when previously granted performance stock units (PSUs) and restricted stock units (RSUs) vested on March 1, 2026. He was credited with 90,556 shares from PSUs and 27,648 shares from RSUs (total 118,204 shares) at $0.00 acquisition price (award). To cover tax liabilities on the vesting, 46,320 shares and 14,143 shares were withheld (total 60,463 shares) at $81.80 per share, resulting in proceeds withheld totaling $4,945,873. These withholdings are routine tax-withholding, not open-market sales.

Key Details

• Transaction date: March 1, 2026. Vesting/award records (code A) and tax-withholding disposals (code F).
• Awarded: 90,556 shares (PSUs) and 27,648 shares (RSUs) acquired at $0.00 on vesting.
• Withheld for taxes: 46,320 shares ($3,788,976) and 14,143 shares ($1,156,897); total withheld value ≈ $4,945,873 (price used $81.80).
• Shares owned after transaction: Not specified in the filing.
• Footnotes: Awards under the Issuer’s 2018 Equity and Incentive Plan; PSUs and RSUs vested and common stock was withheld to pay tax liability in accordance with Rule 16b-3 (routine withholding).
• Filing timeliness: No indication in the filing that this was late.

Context

• These transactions reflect compensation vesting (PSUs/RSUs) and the company's routine tax-withholding of shares — common for executive equity awards. They are not open-market sales signaling a discretionary liquidity event.
• For retail investors, vesting increases the insider’s reported holdings before withholding; the withheld shares are surrendered solely to satisfy tax obligations.