Ballotti Geoffrey A 4

What Happened

• Geoffrey A. Ballotti, President & CEO and Director of Wyndham Hotels & Resorts (WH), exercised 20,429 non‑qualified stock options on June 15, 2026. The exercise price paid was $65.21 per share for a total cash cost of $1,332,175.
• On the same day he sold a total of 18,516 shares in multiple open‑market transactions (3,113 @ $80.04; 14,445 @ $80.91; 958 @ $81.44) for combined proceeds of approximately $1,495,979.
• The filing also reports the extinguishment/disposition of the derivative (the options) tied to the 20,429 shares (reported at $0.00). Net effect of these transactions: Ballotti retained an incremental 1,913 shares from the exercise (20,429 exercised – 18,516 sold).

Key Details

• Transaction date: June 15, 2026; Form 4 filed June 17, 2026 (timely filing).
• Exercise: 20,429 options @ $65.21 = $1,332,175 (non‑qualified stock options expiring Feb 23, 2027).
• Sales: 3,113 shares @ $80.04; 14,445 shares @ weighted avg $80.91 (range $80.32–$81.32); 958 shares @ weighted avg $81.44 (range $81.41–$81.48). Total proceeds ≈ $1,495,979.
• Net shares retained from this sequence: +1,913 shares.
• Footnotes: Transactions were effectuated pursuant to a Rule 10b5‑1 trading plan adopted March 11, 2026. Sales were made to cover option costs, tax obligations, commissions and fees (sell‑to‑cover). Options vested in four equal installments from Feb 27, 2021 (vesting schedule noted).
• Shares owned after transaction: total beneficial ownership not disclosed in the provided excerpt; only the net change (+1,913) can be inferred.

Context

• This was an option exercise followed by sell‑to‑cover sales under a pre‑arranged 10b5‑1 plan — a common way for insiders to satisfy exercise costs and tax withholding without ad hoc trading.
• Such routine sell‑to‑cover transactions are typically administrative rather than a clear signal of personal market view; they do, however, increase the insider’s cash proceeds and slightly raise or maintain their remaining share position depending on prior holdings.