WYNDHAM HOTELS & RESORTS, INC. (WH)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(Unless otherwise noted, all amounts are in millions, except share and per share amounts)

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements related to our views and expectations regarding our strategy and the performance of our business, our financial results, our liquidity and capital resources, share repurchases and dividends. Forward-looking statements are any statements other than statements of historical fact, including those that convey management’s expectations as to the future based on plans, estimates and projections at the time we make the statements and may be identified by words such as “will,” “expect,” “believe,” “plan,” “anticipate,” “predict,” “intend,” “goal,” “future,” “forward,” “remain,” “confident,” “outlook,” “guidance,” “target,” “objective,” “estimate,” “projection” and similar words or expressions, including the negative version of such words and expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

Factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, general economic conditions, including inflation, higher interest rates and potential recessionary pressures, which may impact decisions by consumers and businesses to use travel accommodations; global trade disputes, including with China; the performance of the financial and credit markets; the economic environment for the hospitality industry; operating risks associated with the hotel franchising business; our relationships with franchisees; the ability of franchisees to pay back loans owed to us; the impact of prior or any future impairment charges related to the credit we extend to our franchisees; the impact of war, terrorist activity, political instability or political strife; global or regional health crises or pandemics including the resulting impact on our business operations, financial results, cash flows and liquidity, as well as the impact on our franchisees, guests and team members, the hospitality industry and overall demand for and restrictions on travel; the Company’s ability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of principal and interest and compliance with the covenants thereunder; risks related to our ability to obtain financing and the terms of such financing, including access to liquidity and capital; and the Company’s ability to make or pay, plans for and the timing and amount of any future share repurchases and/or dividends, as well as the risks described in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and any subsequent reports filed with the SEC. These risks and uncertainties are not the only ones we may face and additional risks may arise or become material in the future. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.

We may use our website and social media channels as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Disclosures of this nature will be included on our website in the Investors section, which can currently be accessed at https://investor.wyndhamhotels.com or on our social media channels, including the Company's LinkedIn account which can currently be accessed at https://www.linkedin.com/company/wyndhamhotels. Accordingly, investors should monitor this section of our website and our social media channels in addition to following our press releases, filings submitted with the SEC and any public conference calls or webcasts.

References herein to “Wyndham Hotels,” the “Company,” “we,” “our” and “us” refer to Wyndham Hotels & Resorts, Inc. and its consolidated subsidiaries.

BUSINESS AND OVERVIEW

We are a leading global hotel franchisor, licensing our renowned hotel brands to hotel owners in approximately 100 countries around the world.

Our primary segment is hotel franchising which principally consists of licensing our lodging brands and providing related services to third-party hotel owners and others.

RESULTS OF OPERATIONS

Discussed below are our key operating statistics, consolidated results of operations and the results of operations for our reportable segment. The reportable segment presented below represents our operating segment for which discrete financial

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information is available and used on a regular basis by our chief operating decision maker to assess performance and to allocate resources. In identifying our reportable segment, we also consider the nature of services provided by our operating segment. Management evaluates the operating results of our reportable segment based upon net revenues and adjusted EBITDA. Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are defined as net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment and other-related charges (including charges related to Revo Hospitality Group (“Revo”)), restructuring and other-related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization. Adjusted EBITDA is reported on a consolidated basis, while Hotel Franchising adjusted EBITDA and Corporate adjusted EBITDA are reported at a segment level. We believe that Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are useful measures of performance and, when considered with U.S. Generally Accepted Accounting Principles (“GAAP”) measures, gives a more complete understanding of our operating performance. We use these measures internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are not recognized terms under U.S. GAAP and should not be considered as an alternative to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. Our presentation of Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

We generate royalties and franchise fees, management fees and other revenues from hotel franchising and hotel management activities, as well as fees from licensing our “Wyndham” trademark, certain other trademarks and intellectual property. In addition, pursuant to our franchise and management contracts with third-party hotel owners, we generate marketing, reservation and loyalty fee revenues and cost reimbursement revenues that over time are offset, respectively, by the marketing, reservation and loyalty costs and property operating costs that we incur.

OPERATING STATISTICS

Beginning in the second quarter of 2025, we revised our reporting methodology to exclude the impact of all rooms under the Super 8 China master license agreement from our reported system size, RevPAR and royalty rate, and corresponding growth metrics. Our financial results will continue to reflect fees due from the Super 8 master licensee in China, which contributed approximately $2 million to our full-year 2025 consolidated adjusted EBITDA.

During the preparation of our year-end 2025 financial statements, we learned that Revo, a large European franchisee, had filed for insolvency proceedings under self-administration for most of its operating entities. We removed all Revo-related revenue recognition from our 2026 reported results and outlook given the uncertainty on expected outcomes and collectability. In addition, our 2026 net room growth outlook also excluded any impact associated with Revo's ongoing insolvency and, as such, our global net room growth metrics are presented excluding Revo-related rooms.

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The table below presents our operating statistics for the three and six months ended June 30, 2026 and 2025. “Rooms” represent the number of rooms at the end of the period which are (i) either under franchise and/or management agreements, excluding all rooms associated with the Company's Super 8 master licensee in China, (ii) Company-owned, and (iii) properties under affiliation agreements for which the Company receives a fee for reservation and/or other services provided. “RevPAR” represents revenue per available franchised or managed/owned room and is calculated by multiplying average occupancy rate by average daily rate. “Average royalty rate” represents the average royalty rate earned on our franchised rooms and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues. These operating statistics are drivers of our revenues and therefore provide an enhanced understanding of our business. Refer to the section below for a discussion as to how these operating statistics affected our business for the periods presented.

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(a)Excluding currency effects, international RevPAR decreased 6% and global RevPAR decreased 1% .

(b)Excluding currency effects, international RevPAR decreased 4% and global RevPAR decreased 1% .

(c)Amounts may not recalculate due to rounding.

Global rooms grew 3%, or 4% excluding Revo, compared to the prior year, including flat growth in the U.S. and, 8% internationally. Excluding Revo, international rooms grew 10% year-over-year, including 12% direct-franchised growth in the Company's Asia Pacific region and 11% growth in the Company's higher RevPAR EMEA and Latin America regions.

Excluding currency effects, global RevPAR for the three months ended June 30, 2026 decreased by 1% compared to the prio

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(Unless otherwise noted, all amounts are in millions, except share and per share amounts)

References herein to “Wyndham Hotels,” the “Company,” “we,” “our” and “us” refer to Wyndham Hotels & Resorts, Inc. and its consolidated subsidiaries.

The Company is a leading global hotel franchisor, licensing its renowned hotel brands to hotel owners in approximately 100 countries around the world.

Our primary segment is hotel franchising which principally consists of licensing our lodging brands and providing related services to third-party hotel owners and others.

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Beginning with the first quarter of 2023, as a result of the changes in our Hotel Management segment including the exit from the select-service management business, the sale of our two owned hotels and the exit from substantially all of its U.S. full-service management business, the Hotel Management segment no longer met the quantitative thresholds to be disclosed as a reportable segment. As a result, we aggregated, on a prospective basis, the remaining hotel management business, which is predominately the full-service international managed business within our Hotel Franchising segment.

Beginning in the second quarter of 2025, we revised our reporting methodology to exclude the impact of all rooms under the Super 8 China master license agreement from our reported system size, RevPAR and royalty rate, and corresponding growth metrics. Our financial results will continue to reflect fees due from the Super 8 master licensee in China, which contributed approximately $2 million to our full-year 2025 consolidated adjusted EBITDA. All system size, RevPAR and royalty rates presented for prior years have been recasted throughout this Annual Report to exclude the impact from all rooms associated with our Super 8 master licensee in China to conform to current year presentation.

During the preparation of our year-end 2025 financial statements, we became aware that a large European franchisee, Revo Hospitality Group (“Revo”) filed for insolvency proceedings under self-administration for most of its operating entities. As a result, we have evaluated the recoverability of the carrying value of assets associated with Revo as of December 31, 2025 and have recorded charges of $160 million, of which $86 million were reported within impairments and $74 million were reported within operating expenses on the Consolidated Statements of Income.

The Consolidated Financial Statements presented herein have been prepared on a stand-alone basis. The Consolidated Financial Statements include our assets, liabilities, revenues, expenses and cash flows and all entities in which we have a controlling financial interest.

SELECTED FINANCIAL DATA

The following selected historical consolidated statement of income data for the years ended December 31, 2025, 2024 and 2023 and the selected historical consolidated balance sheet data as of December 31, 2025 and 2024 are derived from the audited Consolidated Financial Statements of Wyndham Hotels & Resorts included elsewhere in this report. The selected historical consolidated statement of income data for the years ended December 31, 2022 and 2021 and the selected historical consolidated balance sheet data as of December 31, 2023, 2022 and 2021 are derived from audited consolidated financial statements of Wyndham Hotels & Resorts businesses that are not included in this report.

The selected historical consolidated financial data below should be read together with the audited Consolidated Financial Statements of Wyndham Hotels & Resorts, including the notes thereto and the other financial information included elsewhere in this report.

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(a) Represents the summation of the license and other fees line item and other revenues line item per the Consolidated Statements of Income.

(b)    “Adjusted EBITDA” is defined as net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment and other-related charges (including Revo-related charges), restructuring and other-related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization. We believe that adjusted EBITDA is a useful measure of performance and, when considered with U.S. Generally Accepted Accounting Principles (“GAAP”) measures, gives a more complete understanding of our operating performance. We use this measure internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. Adjusted EBITDA is not a recognized term under U.S. GAAP and should not be considered as an alternative to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. Our presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

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(c)    The reconciliation of net income to adjusted EBITDA is as follows:

(d)    Represents the number of hotels and rooms at the end of the period which are (i) either under franchise and/or management agreements and (ii) under affiliation agreements for which the Company receives a fee for reservation and/or other services provided.

(e)    Represents revenue per available room and is calculated by multiplying the average occupancy rate by the average daily rate.

(f)    Represents the average royalty rate earned on our franchised properties and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues.

In presenting the financial data above in conformity with U.S. GAAP, we are required to make estimates and assumptions that affect the amounts reported. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Financial Condition, Liquidity and Capital Resources–Critical Accounting Policies,” for a detailed discussion of the accounting policies that we believe require subjective and complex judgments that could potentially affect reported results.

RESULTS OF OPERATIONS

Discussed below are our key operating statistics, consolidated results of operations and the results of operations for our reportable segment. The reportable segment presented below represents our operating segment for which discrete financial information is available and used on a regular basis by our chief operating decision maker to assess performance and to allocate resources. In identifying our reportable segment, we also consider the nature of services provided by our operating segment. Management evaluates the operating results of our reportable segment based upon net revenues and adjusted EBITDA. Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are defined as net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment and other-related charges (including Revo-related charges), restructuring and other-related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization. Adjusted EBITDA is reported on a consolidated basis, while Hotel Franchising adjusted EBITDA and Corporate adjusted EBITDA are reported at a segment level. We believe that Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are useful measures of performance and, when considered with U.S. Generally Accepted Accounting Principles (“GAAP”) measures, gives a more complete understanding of our operating performance. We use these measures internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are not recognized terms under U.S. GAAP and should not be considered as an alternative to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. Our presentation of Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

We generate royalties and franchise fees, management fees and other revenues from hotel franchising and hotel management activities, as well as fees from licensing our “Wyndham” trademark, certain other trademarks and intellectual property. In addition, pursuant to our franchise and management contracts with third-party hotel owners, we generate

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marketing, reservation and loyalty fee revenues and cost reimbursement revenues that over time are offset, respectively, by the marketing, reservation and loyalty costs and property operating costs that we incur.

Our Annual Report on Form 10-K for the year ended December 31, 2024 includes a discussion and analysis of our financial condition and results of operations for the year ended December 31, 2023 in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

OPERATING STATISTICS - 2025 VS. 2024

The table below presents our operating statistics for the years ended December 31, 2025 and 2024. “Rooms” represent the number of rooms at the end of the period which are (i) either under franchise and/or management agreements, excluding all rooms associated with our Super 8 master licensee in China, and (ii) properties under affiliation agreements for which we receive a fee for reservation and/or other services provided. “RevPAR” represents revenue per available franchised and managed room and is calculated by multiplying average occupancy rate by average daily rate. “Average royalty rate” represents the average royalty rate earned on our franchised rooms and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues. These operating statistics are drivers of our revenues and therefore provide an enhanced understanding of our business. Refer to the section below for a discussion as to how these operating statistics affected our business for the periods presented.

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(a)Amounts have been recasted to exclude the impact from all rooms associated with our Super 8 master licensee in China to conform with current year presentation. See below for prior year reported amounts:

(b)Excluding currency effects, international RevPAR was flat and global RevPAR decreased 3%.

(c)Amounts may not recalculate due to rounding.

Rooms as of December 31, 2025 increased 4% compared to the prior year, including 1% growth in the U.S. and 7% growth in the Company's higher RevPAR EMEA and Latin America regions.

Excluding currency effects, global RevPAR for the year ended December 31, 2025 decreased 3% compared to the prior year, including 4% decline in the U.S. driven by lower average daily rate and occupancy, and was flat internationally due to continued pricing power in our Latin America, EMEA and Canada regions, offset by sustained pressure in Asia Pacific.

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Global average royalty rate for the year ended December 31, 2025 was 4.0%, which is a 2 basis points decline from the prior year, including a 7 basis points increase in the U.S. and a 4 basis points decline internationally. The deferral of royalties from Revo Hospitality Group (“Revo”) impacted our international and global royalty rates unfavorably by 10 bps and 4 bps, respectively.

YEAR ENDED DECEMBER 31, 2025 VS. YEAR ENDED DECEMBER 31, 2024

Net revenues during 2025 increased by $21 million, or 1%, compared to the prior year primarily driven by $41 million of higher ancillary revenues due to growth in our co-branded credit card program, as well as a larger global system and higher pass-through revenues due to our global franchisee conference in May, partially offset by lower global RevPAR.

Total expenses during 2025 increased $114 million, or 12%, compared to the prior year, primarily driven by:

•$82 million of higher operating and general and administrative expenses primarily due to a $74 million loss provision on accounts and loans receivables from Revo, higher costs associated with growth in our co-branded credit card program and the absence of a benefit from insurance recoveries, and elevated costs associated with insurance, litigation defense and employee benefits, all of which were partially offset by cost containment measures, including both operational efficiencies and one-time variable cost reductions;

•$74 million of higher impairment charges due to $86 million of charges in 2025 associated with our Vienna House trademark and related-franchise agreements as well as development advance notes of which all were related to the insolvency filing of Revo compared to a $12 million impairment charge incurred in 2024, primarily related to development advance notes;

•$12 million of higher separation-related expenses primarily due to a benefit received in 2024 in connection with the reversal of a spin-off related matter; and

•$3 million of higher restructuring and other-related costs; partially offset by

•$45 million of lower transaction-related expenses primarily due to the failed hostile takeover attempt in 2024;

◦$9 million of lower depreciation and amortization expense; and

◦$4 million of lower cost reimbursement expenses which have no impact on net income.

Interest expense, net increased $15 million, or 12% in 2025, compared to the prior year primarily due to a higher average debt balance and higher weighted average interest rate.

Early extinguishment of debt was $3 million in 2024 which was related to the repricing of our term loan B.

Our effective tax rate increased to 26.6% in 2025 from 21.5% in 2024. During 2024 the effective rate was lower primarily due to tax credits received in Puerto Rico and a non-taxable reversal of a separation-related reserve.

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As a result of these items, net income decreased $96 million during 2025.

A reconciliation of net income to adjusted EBITDA for Hotel Franchising segment, Corporate and Total Company is represented below:

Following is a discussion of the results of our Hotel Franchising segment and Corporate for 2025 compared to 2024:

Hotel Franchising

Net revenues during 2025 increased $21 million, or 1% compared to the prior year as discussed above.

Adjusted EBITDA during 2025 increased $14 million compared to the prior-year period primarily driven by:

•$32 million of higher fee-related revenues, excluding development advance note amortization, as discussed above; partially offset by

•$17 million of higher operating expenses primarily due to higher costs associated with growth in our co-branded credit card program, the absence of a benefit from insurance recoveries, and elevated costs associated with insurance, litigation defense and employee benefits, which were partially offset by cost containment measures, including both operational efficiencies and one-time variable cost reductions.

Corporate

Corporate adjusted EBITDA during 2025 was favorable by $10 million compared to the prior year due to one-time variable cost reductions.

DEVELOPMENT

On December 31, 2025, our global development pipeline consisted of approximately 2,200 hotels and 259,000 rooms, representing another record-high level and a 3% year-over-year increase, including 3% growth in both the U.S. and internationally. Approximately 70% of our pipeline is in the midscale and above segments and 17% is in the extended stay segment. Approximately 42% of our pipeline is in the U.S. Additionally, approximately 77% of our pipeline is new construction, of which approximately 36% has broken ground.

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RESTRUCTURING AND OTHER-RELATED

Restructuring

During the second quarter of 2025, the Company approved a restructuring plan focused on streamlining our organizational structure, primarily within our marketing, reservation and loyalty functions. As a result, we incurred $16 million of restructuring expenses, primarily in our Hotel Franchising segment and impacting a total of 181 employees. Such expenses included $8 million related to the closure of a leased call center facility in Canada, of which $3 million were personnel-related and impacting 74 employees. We expect that annualized savings realized will be approximately $15 million primarily in marketing, reservation and loyalty expenses which will be reinvested for other revenue-generating activities.

During the first quarter of 2024, the Company approved a restructuring plan focused on enhancing our organizational efficiency. As a result, we incurred $15 million of restructuring expenses, all of which were personnel-related and primarily in our Hotel Franchising segment. Such plan resulted in a reduction of 135 employees in 2024. The following table presents activity for both plans for the year ended December 31, 2025:

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(a)Reported within accrued expenses and other current liabilities on the Consolidated Balance Sheets.

(b)Reported within accrued expenses and other current liabilities of $5 million and other non-current liabilities of $3 million as of December 31, 2025 on the Consolidated Balance Sheets.

The following table presents activity for the year ended December 31, 2024:

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(a)Represents non-cash payments in Company stock.

Other-related

During 2025, we incurred $2 million in other-related costs associated with post-employment transition advisory services.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Condition

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Total assets decreased $41 million from December 31, 2024 to December 31, 2025 primarily related to the impairment and other charges related to the insolvency filing of Revo which resulted in a $160 million reduction in the carrying values of the related assets, partially offset by an increase in development advance notes in support of our growth strategy. Total liabilities increased $141 million year-over-year primarily related to a $97 million increase in our outstanding debt and an increase in deferred revenues. Total equity decreased $182 million year-over-year primarily due to $266 million of stock repurchases and $127 million of dividends declared, partially offset by our net income.

We have outstanding development advance notes, loans and accounts receivables with Revo that has filed for insolvency. Such insolvency proceeding may not be resolved for several years and thus we are subject to uncertainty with respect to the value of our collateral and any potential recovery we may receive, as well as the ongoing viability of our franchise agreements and related loss of rooms and any future revenues.

Liquidity and Capital Resources

Historically, our business generates sufficient cash flow to support current operations, future growth initiatives, and dividend payments to stockholders, while also enabling us to create additional value for our stockholders in the form of share repurchases.

In October 2025, we completed an amendment and extension of our revolving credit facility, increasing the capacity under this facility to $1.0 billion, extending the maturity to 2030 and reducing borrowing costs by 35 basis points.

As of December 31, 2025, our liquidity approximated $840 million. Given the minimal capital needs and flexible cost structure of our business, we believe that our existing cash, cash equivalents, cash generated through operations, together with funding through our revolving credit facility, will be sufficient to fund our operating activities, anticipated capital expenditures and growth needs.

As of December 31, 2025, we were in compliance with the financial covenants of our credit agreement and expect to remain in such compliance. As of December 31, 2025, we had a term loan B with a principal outstanding balance of $1.5 billion maturing in 2030, a term loan A with a principal outstanding balance of $337 million maturing in 2027, $500 million senior unsecured notes due in August 2028 and a five-year revolving credit facility maturing in 2030 with a maximum aggregate principal amount of $1.0 billion, of which $224 million was outstanding.

The interest rate per annum applicable to our term loan B is equal to, at our option, either a base rate plus an applicable rate of 0.75% or the Secured Overnight Financing Rate (“SOFR”) plus an applicable rate of 1.75%. Our revolving credit facility is subject to an interest rate per annum equal to, at our option, either SOFR, plus a margin of 1.75%, subject to reductions to 1.50%, 1.25%, and 1.00% or a base rate, plus a margin of 0.75%, subject to reductions to 0.50%, 0.25% and 0.00%, in either case based upon our total leverage ratio and our restricted subsidiaries. Our term loan A is subject to an interest rate per annum equal to, at our option, either a base rate plus a margin ranging from 0.50% to 1.00% or SOFR plus a 0.10% SOFR adjustment, plus a margin ranging from 1.50% to 2.00%, in either case based upon our total leverage ratio and the total leverage of our restricted subsidiaries. As of December 31, 2025 the margin on our term loan A was 1.75%.

As of December 31, 2025, we had pay-fixed/receive-variable interest rate swaps which hedge the interest rate exposure on $1.4 billion, effectively representing nearly 95% of the outstanding amount of our term loan B. The interest rate swaps have weighted average fixed rates (plus applicable spreads) ranging from 3.31% to 3.84% based on various effective dates for each of the swap agreements, with $475 million expiring in the fourth quarter of 2027, $600 million expiring in the second quarter of 2028 and $350 million expiring in the third quarter of 2028.

As of December 31, 2025, our credit rating was Ba1 from Moody’s Investors Service and BB+ from both Standard and Poor’s Rating Agency and Fitch Ratings. A credit rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal by the assigning rating organization. Reference in this report to any such credit rating is intended for the limited purpose of discussing or referring to aspects of our liquidity and of our costs of funds. Any reference to a credit rating is not intended to be any guarantee or assurance of, nor should there be any undue reliance upon, any credit rating or change in credit rating, nor is any such reference intended as any inference concerning future performance, future liquidity or any future credit rating. Our liquidity and access to capital may be impacted by our credit ratings, financial performance and global credit market conditions.

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CASH FLOW

The following table summarizes the changes in cash, cash equivalents and restricted cash during the years ended December 31, 2025, 2024 and 2023:

During 2025, net cash provided by operating activities increased $77 million compared to the prior year primarily due to the absence of $47 million of transaction-related payments related to the unsuccessful hostile takeover attempt in 2024. Net cash used in investing activities increased $38 million compared to the prior year primarily due to an increase in cash used for loans in connection with development activities. Net cash used in financing activities increased $139 million compared to the prior year primarily due to a reduction in net borrowings, partially offset by $44 million of lower stock repurchases.

During 2024, net cash provided by operating activities decreased $86 million compared to the prior year primarily due to $47 million of transaction-related payments related to the unsuccessful hostile takeover attempt and $37 million of higher development advance notes provided to franchisees in support of system growth. Net cash used in investing activities decreased $1 million compared to the prior year primarily due to the purchase of our corporate headquarters, partially offset by lower loan advances. Net cash used in financing activities decreased $227 million compared to the prior year primarily due to $163 million of higher net debt borrowings, $83 million of lower stock repurchases and $22 million of stock options exercises, partially offset by a $34 million finance lease payment associated with the purchase of our corporate headquarters.

Capital Deployment

Our first priority is to invest in the business in support of our strategies in driving long-term growth and enhancing our competitive position. This includes deploying capital to attract high quality assets into our system, funding technology initiatives aligned with our strategic objectives, supporting brand refresh programs that improve quality and protect brand equity, and pursuing acquisitions or similar transactions that are accretive and strategically enhancing to our business. We also expect to maintain a regular dividend payment. Excess cash generated beyond these needs is expected to be available for enhanced stockholder return in the form of stock repurchases.

During 2025, we invested $46 million in capital expenditures primarily related to information technology, including digital innovation. For 2026, we anticipate total capital expenditures of approximately $45 million.

In addition, we deployed $105 million during 2025 in development advance notes (net of repayments) and expect to invest approximately $110 million for 2026. These investments play a crucial role in attracting higher fee-per-available-room (“FeePAR”) hotels into our system, strengthening our portfolio with more premium properties. We may also offer other forms of financial support, such as enhanced credit support, to drive our business growth and increase our competitive position.

We allocated $57 million on loans, net of repayments, to franchisees during 2025 to support hotel development activities.

We expect all our cash needs to be funded from cash on hand, cash generated through operations, and/or availability under our revolving credit facility.

Contractual Obligations

Material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, purchase commitments and lease payments. See Note 11 - Long-Term Debt and Borrowing Arrangements and Note 18 - Leases to the Consolidated Financial Statements contained in Part IV of this report for more information. As of December 31, 2025, we had future long-term interest payment obligations of approximately $515 million, of which $141 million is payable within twelve months. As of December 31, 2025, we had purchase commitments primarily consisting of

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non-cancelable obligations for marketing and technology related services of $168 million, of which $79 million is payable within twelve months.

Stock Repurchase Program

In May 2018, our Board approved a share repurchase plan pursuant to which we were authorized to purchase up to $300 million of our common stock. Our Board has increased the capacity of the program by $300 million in 2019, $800 million in 2022, $400 million in 2023 and $400 million in 2024. Under the plan, we may, from time to time, purchase our common stock through various means, including, without limitation, open market transactions, privately negotiated transactions or tender offers, subject to the terms of the tax matters agreement entered into in connection with our spin-off.

Under our current stock repurchase program, we repurchased approximately 3.1 million shares at an average price of $85.73 for a cost of $266 million during 2025. Since inception of our stock repurchase program, we repurchased 27.9 million shares at an average price of $69.37 per share for a cost of $1.9 billion. As of December 31, 2025, we had $274 million of remaining availability under our program.

In the fourth quarter of 2025, we retired 28 million treasury shares with a cost of $1.9 billion.

Dividend Policy

We declared cash dividends of $0.41 per share in each of the first, second, third and fourth quarters of 2025 ($127 million in aggregate). In February 2026, the Board approved an increase in the quarterly cash dividend to $0.43 per share.

The declaration and payment of future dividends to holders of our common stock is at the discretion of our Board and depends upon many factors, including our financial condition, earnings, capital requirements of our business, covenants associated with certain debt obligations, legal requirements, regulatory constraints, industry practice and other factors that our Board deems relevant.

Foreign Earnings

Although the one-time mandatory deemed repatriation tax during 2017 and the territorial tax system created as a result of U.S. tax reform generally eliminate U.S. federal income taxes on dividends from foreign subsidiaries, we continue to assert that all of our undistributed foreign earnings will be reinvested indefinitely as of December 31, 2025. In the event the Company determines not to continue to assert that all or part of its undistributed foreign earnings are permanently reinvested, such a determination in the future could result in the accrual and payment of additional foreign withholding taxes and U.S. taxes on currency transaction gains and losses, the determination of which is not practicable due to the complexities associated with the hypothetical calculation.

LONG-TERM DEBT COVENANTS

Our credit facilities contain customary covenants that, among other things, impose limitations on indebtedness; liens; mergers, consolidations, liquidations and dissolutions; dispositions, restricted debt payments, restricted payments and transactions with affiliates. Events of default in these credit facilities include, among others, failure to pay interest, principal and fees when due; breach of a covenant or warranty; acceleration of or failure to pay other debt in excess of a threshold amount; unpaid judgments in excess of a threshold amount; insolvency matters; and a change of control. The credit facilities require us to comply with a financial covenant to be tested quarterly, consisting of a maximum first-lien leverage ratio of 5.0 times. The ratio is calculated by dividing consolidated first lien indebtedness (as defined in the credit agreement) net of consolidated unrestricted cash as of the measurement date by consolidated EBITDA (as defined in the credit agreement), as measured on a trailing four-fiscal-quarter basis preceding the measurement date. As of December 31, 2025, our annualized first-lien leverage ratio was 2.8 times.

The indenture, as supplemented, under which the senior notes due 2028 were issued, contains covenants that limit, among other things, our ability and that of certain of our subsidiaries to (i) create liens on certain assets; (ii) enter into sale and leaseback transactions; and (iii) merge, consolidate or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications.

As of December 31, 2025, we were in compliance with the financial covenants described above.

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SEASONALITY

While the hotel industry is seasonal in nature, periods of higher revenues vary property-by-property and performance is dependent on location and guest base. Based on historical performance, revenues from franchise contracts are generally higher in the second and third quarters than in the first or fourth quarters due to increased leisure travel during the spring and summer months. Our cash from operating activities may not necessarily follow the same seasonality as our revenues and may vary due to timing of working capital requirements and other investment activities. The seasonality of our business may cause fluctuations in our quarterly operating results, earnings, profit margins and cash flows. As we expand into new markets and geographical locations, we may experience increased or different seasonality dynamics that create fluctuations in operating results different from the fluctuations we have experienced in the past.

COMMITMENTS AND CONTINGENCIES

We are involved in claims, legal and regulatory proceedings and governmental inquiries related to our business. Litigation is inherently unpredictable and, although we believe that our accruals are adequate and/or that we have valid defenses in these matters, unfavorable results could occur. As such, an adverse outcome from such proceedings for which claims are awarded in excess of the amounts accrued, if any, could be material to us with respect to earnings and/or cash flows in any given reporting period. As of December 31, 2025, the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to approximately $7 million in excess of recorded accruals. However, we do not believe that the impact of such litigation should result in a material liability to us in relation to our financial position or liquidity. For a more detailed description of our commitments and contingencies see Note 13 - Commitments and Contingencies to the Consolidated Financial Statements contained in Part IV of this report.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

In presenting our financial statements in conformity with U.S. GAAP, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our business activities are in environments where we are paid a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.

Impairment of Long-Lived Assets

We evaluate goodwill and other indefinite long-lived assets for impairment annually, or more frequently if circumstances indicate that an impairment has occurred prior to our annual assessment date. For goodwill, we may elect to perform this test through either a qualitative assessment or by utilizing a quantitative impairment test. The fair value of goodwill and each other indefinite-lived intangible asset is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which are dependent on internal forecasts, discount rates and to a lesser extent, estimation of long-term rates of growth. The estimates used to calculate the fair value of our goodwill and other indefinite-lived intangible assets change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of such fair values.

We also evaluate the recoverability of each of our definite-lived intangible assets by performing a qualitative assessment to determine if circumstances indicate that impairment may have occurred. Such qualitative assessments require management judgment and include factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, our historical share price as well as other industry-specific considerations.

We perform a qualitative assessment on our development advance notes quarterly to determine whether a triggering event has occurred which may indicate the asset being impaired. If such is indicated, we perform a quantitative assessment, which compares the carrying value of the development advance notes to the consideration (in the form of royalties and marketing fees) that we expect to receive in the future, as well as an estimate on the recoverability on any underlying

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collateral we may have on such notes. As applicable, we also estimate the recovery value of the underlying collateral using a discounted cash flow model, which may include the assistance of a third-party valuation firm. This may require significant judgments, including estimation of future cash flows, which are dependent on discount rates and to a lesser extent, estimation of long-term rates of growth.

Valuation of Accounts Receivable

We generate trade receivables in the ordinary course of our business and provides for estimated bad debts on such receivables. We measure the expected credit losses of our receivables on a collective (pool) basis which aggregates receivables with similar risk characteristics and uses historical collection attrition rates for ten years to estimate its expected credit losses. As such, we measure the expected credit losses of our receivables by segment and geographical area. We provide an estimate of expected credit losses for our receivables immediately upon origination or acquisition and may adjust this estimate in subsequent reporting periods as required. When we determine that an account is not collectible, the account is written-off to the allowance for doubtful accounts. As applicable, we also estimate the recovery value of the underlying collateral using a discounted cash flow model, which may include the assistance of a third-party valuation firm. This may require significant judgments, including estimation of future cash flows, which are dependent on discount rates and to a lesser extent, estimation of long-term rates of growth. We also consider whether the historical economic conditions are comparable to current economic conditions. If current or expected future conditions differ from the conditions in effect when the historical experience was generated, we would adjust the allowance for doubtful accounts to reflect the expected effects of the current environment on the collectability of our trade receivables which may be material.

Valuation of Loans Receivable

We strategically provide financing to franchisees or their affiliates to support hotel development efforts and related initiatives, typically in the form of loans receivable. The maturity of these loans may vary by franchisee, ranging from under twelve months to over three years. The loans bear interest and are expected to be repaid in accordance with the terms, though in some cases they may be converted into development advance notes associated with hotel openings or the completion of required property improvements. We obtain guarantees from the borrower or an affiliate and/or secure collateral to mitigate credit risk. Since the loans receivable do not share similar risk characteristics, we evaluate expected credit losses on an individual basis rather than on a collective (pool) basis. At loan inception, we evaluate the collectability of each loan, which includes reviewing collection history on any amounts which had been due from these franchisees and evaluate the value of any collateral we obtain, and record expected credit losses as required. Additionally, we evaluate the collectability of these loans each reporting period to determine if a change to the allowance for loan losses is needed. Loans deemed uncollectible are written-off against the allowance for loan losses. This analysis requires significant judgments, including the franchisee’s current financial condition which may impact the value of the collateral/guarantees obtained by us. As applicable, we also estimate the recovery value of the underlying collateral using a discounted cash flow model, which may include the assistance of a third-party valuation firm. This may require significant judgments, including estimation of future cash flows, which are dependent on discount rates and to a lesser extent, estimation of long-term rates of growth. We also consider whether the historical economic conditions are comparable to current economic conditions. If current or expected future conditions differ from the conditions in effect when the historical experience was generated, we would adjust the allowance for loan losses to reflect the expected effects of the current environment on the collectability of our loans receivable.

Loyalty Program

We operate the Wyndham Rewards loyalty program. Wyndham Rewards members primarily accumulate points by staying in hotels operated under one of our brands and by purchasing everyday services and products with their Wyndham Rewards co-branded credit card.

We earn revenue related to the issuance of these loyalty points from these programs which we recognize, net of redemptions, over time based upon loyalty point redemption patterns, including an estimate of loyalty points that will expire or will never be redeemed.

As members earn points through the Wyndham Rewards loyalty program, we record a liability for the estimated future redemption costs, which is calculated based on (i) an estimated cost per point and (ii) an estimated redemption rate of the overall points earned, which is determined with the assistance of a third-party actuarial firm through historical experience, current trends and the use of an actuarial analysis. The estimated cost per point and estimated redemption rate used in the determination of the liability for the estimated future redemption costs require management judgment. Changes in the estimated cost per point and/or the estimated redemption rate used in the determination of the liability could result in a material change to the liability recorded and our results of operations.

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Income Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using currently enacted tax rates. We regularly review our deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets that we believe will not be ultimately realized. In performing this review, we make estimates and assumptions regarding projected future taxable income, the expected timing of the reversals of existing temporary differences and the implementation of tax planning strategies. A change in these assumptions may increase or decrease our valuation allowance resulting in an increase or decrease in our effective tax rate, which could materially impact our results of operations.

For tax positions we have taken or expect to take in our tax return, we apply a more likely than not threshold, under which we must conclude a tax position is more likely than not to be sustained, assuming that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information, in order to recognize or continue to recognize the benefit. In determining our provision for income taxes, we use judgment, reflecting our estimates and assumptions, in applying the more likely than not threshold. A change in the assumptions and estimates utilized could materially impact our results of operations.

RECENTLY ADOPTED AND NEW ACCOUNTING PRONOUNCEMENTS

For a detailed description of recently adopted and new accounting pronouncements see Note 2 - Summary of Significant Accounting Policies to the Consolidated Financial Statements contained in Part IV of this report.

OFF-BALANCE SHEET ARRANGEMENTS

There were no off-balance sheet transactions, arrangements or other relationships with unconsolidated entities or other persons in 2025, 2024 and 2023 that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.