Donnelly Jeffrey 4

What Happened

• Jeffrey Donnelly, CEO of DiamondRock Hospitality Co. (DRH), had performance stock units (PSUs) convert to 70,724 shares on 2026-02-27 (reported on a Form 4 filed 2026-03-02). The award shows an acquisition of 70,724 shares at $0.00 (value arises from prior PSU grant).
• Simultaneously, 70,426 shares were delivered/withheld to satisfy tax obligations (transaction code F) at an indicated per-share amount of $10.04, totaling $707,077. After the withholding, Donnelly retained a net of about 298 shares (70,724 − 70,426).

Key Details

• Transaction date: 2026-02-27; Form 4 filed: 2026-03-02.
• Award: 70,724 shares acquired at $0.00 (conversion of PSUs; see footnote).
• Withholding/tax disposal: 70,426 shares disposed at $10.04 each = $707,077 (code F).
• Net shares retained from the award: ~298 shares.
• Footnote: F1 — these shares were earned upon vesting of previously granted performance stock units.
• Shares owned after the transaction: not specified in the supplied data (check the full Form 4 for total beneficial ownership).
• No 10b5-1 plan or late-filing flag indicated in the provided details.

Context

• This was not an open-market sale for investment purposes but a common withholding of shares to cover tax liabilities on vested equity awards (similar to a cashless-withholding arrangement).
• Such award conversions and related withholdings are routine executive compensation events and do not necessarily signal a change in the insider’s market view.