MAR 10-K & 10-Q changes, risk factors and insider trading

Our industry is highly competitive, which may impact our ability to compete successfully for guests. We operate in markets that contain many competitors. Our hotel brands and other lodging offerings generally compete with regional, national, and international chains that operate lodging properties or franchise their brands, lodging properties that are not affiliated with a chain, and online platforms that allow travelers to book short-term rentals of homes and apartments. Our ability to remain competitive and attract and retain business, groupgroup, and leisure travelers depends on our success in distinguishing and driving preference for our lodging products and services, including our Loyalty Program, direct digital channels, consumer-facing technology platforms and services, our co-branded credit cards, and other offerings. If we cannot compete successfully in these areas, our business, liquidity, financial condition, and results of operations could be materially adversely affected. Further, new lodging supply in individual markets could have a negative impact on the hotel industry and hamper our ability to maintain or increase room rates or occupancy in those markets.

Economic and other global, national, and regional conditions and events have in the past materially impacted, and could in the future materially impact, our business, operations, financial resultsresults, and growth. Because we conduct our business on a global scale, we are affected by changes and uncertainties in global, national, or regional economies, governmental policies (including in areas such as trade, travel, spending, immigration, labor, healthcare, and related issues), and geopolitical, public health, social and other conditions and events. Our business, financial resultsresults, and growth are impacted by weak or volatile economic conditions; pandemics and other outbreaks of disease; natural and man-made disasters; changes in energy prices, interest ratesrates, inflation, and currency values; political instability, geopolitical disputes or conflict, actual or threatened war, terrorist activity, civil unrest and other acts of violence; heightened travel security measures, travel advisories, and disruptions in air and ground travel; and concerns over the foregoing. These conditions and events have in the past materially negatively impacted, and could in the future materially negatively impact, our business, operations, financial results, and financial resultsgrowth in many ways, including, but not limited to, as follows:

•causing hotel constructionconstruction, opening, and openingrenovation delays;

Premature termination of our agreements with hotel owners could materially hurt our financial performance. Our agreements with hotel owners may be subject to premature termination in certain circumstances, such as the bankruptcy of a hotel owner, the failure of a hotel owner to comply with its payment or other obligations under the agreement, a failure under some agreements to meet specified financial or performance criteria which we do not cure, or in certain limited cases, other negotiated contractual termination rights. Hotel owners may assert the right to terminate our agreements even where the agreements provide otherwise, and some courts have upheld such assertions about our agreements and may do so in the future. When terminations occur for certain of these or other reasons, we may needseek to enforce our right to damages for breach of contract and related claims, which may cause us to incur significant legal fees and expenses. We mayhave havein the past had, and could in the future have, difficulty collecting damages from the hotel owner, and any damages we ultimately collect could be less than the projected future value of the fees and other amounts we would have otherwise collected under the agreement with the hotel owner. A significant loss of these agreements could materially hurt our financial performance or our ability to grow our business.

Disagreements with hotel owners and other counterparties maycould resultmaterially inimpact arbitrationour orbusiness, litigationoperations, orfinancial delayresults, implementationand of product or service initiatives.growth. Consistent with our focus on franchising, management, franchising, and licensing, we own very few of our lodging properties. The nature of our rights and responsibilities under our agreements with hotel owners and other counterparties may be subject to interpretation. This has fromFrom time to time giventhis gives rise to disagreements with such parties, and may give rise to such disagreements in the future, including over new product, service, or systems initiatives and their associated costs, the timing and amount of capital investments, and reimbursement for operating costs, system costs, or other amounts. We have seen, and may in the future see, an increase in such disagreements during periods when hotel returns are weaker. We seek to resolve any disagreements and to develop and maintain positive relations with our hotel owners and other counterparties, but we cannot always do so. Failure to resolve such disagreements has resulted in arbitration or litigation, and could do so in the future.litigation. We could suffer significant losses, reduced profits, or constraints on our operations or growth as the result of adverse dispute resolution outcomes.

An increaseChanges in the use of Internet travel intermediaries to bookway hotel reservationsrooms are booked could adversely impact our business. Some of our hotel rooms are booked through Internet travel intermediaries such as Expedia.com, Priceline.com, Booking.com, Travelocity.com, Orbitz.com, and Trip.com.intermediaries. In addition to their focus on leisure travel, these intermediaries also provide offerings for corporate travel and group meetings. Internet search engines may also divert business away from our channels to intermediaries. Although our Best Rate Guarantee and Member Rate programs have helped limit guest preference shift to intermediaries and greatly reduced the ability of intermediaries to undercut the published rates at hotels in our system, intermediariesIntermediaries continue to use a variety of aggressive online marketing methods to attract guests, including the purchase by certain companies of trademarked online keywords such as “Marriott” from Internet search engines. Internet search engines suchmay asalso Google,divert Bing,business Yahoo,away from our direct digital channels to intermediaries. Many intermediaries also operate their own loyalty programs designed to foster customer loyalty to their platforms, which could erode loyalty to our brands, offerings, and Baidudirect digital channels. Bookings through these intermediaries are more costly to steerhotels guestsin towardour theirsystem websites.than Ourbookings businessthrough andour profitabilitydirect coulddigital bechannels. harmed toTo the extent that guest booking preference shifts from our direct digital channels to Internet travel intermediaries, diverting bookings away from our direct digital channels and increasing the overall cost of bookings for hotels in our system.system, our business and profitability could be harmed. In addition, the introduction of AI capabilities by existing and emerging travel intermediaries may change the way guests plan, book, and pay for travel, which may disrupt how our products and services are marketed and distributed, potentially eroding brand loyalty, increasing distribution costs, and negatively affecting our Loyalty Program, which could adversely impact our financial performance and our ability to grow our business. At the same time, if we are not able to negotiate new agreements on satisfactory terms when our existing contracts with intermediaries (which generally have two- to three-year terms) come up for renewal, our business and prospects could be negatively impacted in a number of ways, including by reducing bookings or making our brands less attractive to hotel owners.

Our growth strategy depends upon attracting hotel owners to our platform, and future arrangements with these third parties may be less favorable to us, depending on the terms offered by our competitors. Adding properties to our system entails entering into and maintaining various arrangements with hotel owners. Our ability to attract and retain hotel owners and the terms of our agreements with hotel owners are influenced by the needsvalue, quality, and preferencesperformance of our brands, the value and benefits of our Loyalty Program and other programs and services, our willingness to provide incentives to hotel owners to secure new agreements, the overall commercial terms of our agreements, and the relative value and benefits of offerings otherwise available to hotel owners in the market, among other things. We cannot assure you that any of our current arrangements will continue or that we will be able to renew agreements or enter into new agreements in the future on terms that are as favorable to us as those that exist today.

The effects of, or our failure to comply with, applicable laws, regulations, and government policies may disrupt our business, lower our revenues, increase our costs, reduce our profits, limit our growth, or damage our reputation. We, the hotels in our system, our other lodging offerings, and the programs that we offer are subject to or affected by a variety of laws, regulations, and government policies around the globe, including, among others, those related to employment practices; marketing and advertising; consumer protection; trade and economic sanctions; anti-bribery, anti-corruption, and anti-money laundering; intellectual property; cybersecurity, data privacy, data localization, data transfers, and the handling of personally identifiable informationinformation, and AI and other emerging technologies; the offer and sale of franchises; competition and pricing; climate and the environment; health, safety, and accessibility; liquorfood and beverage sales; the offergaming and saleother ofentertainment franchisesofferings; and credit card products. These laws, regulations, and government policies may be complex and change frequently and may not be reconcilable across jurisdictions, and could have a range of adverse effects on our business. The compliance programs, internal controls, and policies we maintain and enforce need to be updated regularly to keep pace with changing laws, regulations, and government policies, may not cover all applicable risk areas, and, as we have seen in the past, may not prevent us, our associates, service providers, or agents from materially violating applicable laws, regulations, and government policies. The requirements of applicable laws, regulations, and government policies, our failure to meet such requirements (including investigations and publicity resulting from actual or alleged failures), or actions we take to comply with such requirements or investigations could have significant adverse effects on our results of operations, reputation, or ability to grow our business.

Third-party claims that we infringe the intellectual property rights of others or our failure to defend our own intellectual property rights could materially adversely affect our business. Third parties sometimes make claims against us for infringing their intellectual property rights (including as a result of the actions of our hotel owners, service providers, and other parties with whom we do business). We have been and are currently party to a number of such claims and may be subject to additional claims in the future. Such claimsclaims, including pending claims, have in the past, and could in the future:

Our business depends on the quality and reputation of our Company and our brands, and any deterioration could adversely impact our market share, reputation, business, financial condition, or results of operations. Many factors can affect the reputation and value of our Company or one or more of our brands, hotels in our system, or other offerings, including adherence to service and other brand standards; matters related to, or incidents involving, food quality and safety, guest and associate safety, health and cleanliness, sustainability and climate impact,sustainability, supply chain management, inclusionaccess andto belonging,opportunity, human rights, and support for local communities; actions perceived as relating to political or social matters; and compliance with applicable laws. Reputational value is also based on perceptions, and broad access to social media makes it easy for anyone to provide public feedback that can influence perceptions of us, our brands, hotels in our system, or other offerings, and it may be difficult to control or effectively manage negative publicity, regardless of whether it is accurate. While reputations may take decades to build, negative incidents can quickly erode trust and confidence, particularly if they result in adverse mainstream and social media publicity, governmental investigations, proceedings or penalties, or litigation. Negative incidents could lead to tangible adverse effects on our business, including lost sales, boycotts, reduced enrollment and/or participation in our Loyalty Program, loss of development opportunities, adverse government attention, adverse reaction from hotel owners, service providers, or other third parties, or associate retention and recruiting difficulties. Any material decline in the reputation or perceived quality of our brands or corporate image could affect our market share, reputation, business, financial condition, or results of operations. Our hotel owners, service providers, and other third parties are subject to similar risks, which could also impact us.

Actions by our hotel owners or others could materially adversely affect our image and reputation. We franchise and license many of our brand names and trademarks to third parties for lodging, timeshare, and residential properties, and with respect to our credit card programs and other offerings, and enter into marketing and other strategic collaborations with other companies. Under the terms of their agreements with us, these third parties interact directly with guests and others under or in connection with our brand and trade names. These third parties sometimes fail to maintain or act in accordance with applicable brand standards; experience financial or operational problems, including data or privacy incidents, or circumstancesnegative involvingincidents guestrelated orto associatematters healthdescribed orin safetythe preceding risk factor; or project a brand image inconsistent with ours, each of which cancould causehave a material negative impact on our image and reputation to suffer.reputation. Although our agreements with these third parties generally provide us with recourse and remedies in the event of a breach, including termination of the agreements under certain circumstances, certain actions by these third parties may not give rise to recourse or remedies, and for those that do, it could be expensive or time-consuming for us to pursue such remediesremedies, and even if we are successful in pursuing such remedies, that may not be sufficient to mitigate reputational harm to us. We also cannot assure you that in every instance a court would ultimately enforce our contractual termination rights or that we could collect any awarded damages from the defaulting party.

Collective bargaining activity and strikes could materially disrupt hotel operations, increase labor costs, and interfere with the ability of our management to focus on executing our business strategies. A significant number of associates at our managed, leased, and owned hotels are covered by collective bargaining agreements. If relationships with our organized associates or the unions that represent them become adverse, then, as we have seen in the past, the properties we operate could experience labor disruptions such as strikes, lockouts, boycotts, and public demonstrations. Numerous collective bargaining agreements are typically subject to negotiation each year, and the successful resolution of such negotiations in the past does not mean that future negotiations will be resolved without significant strikes or disruptions, or on satisfactory terms. For many of the hotels in our system, including our franchised and licensed properties, we do not have the ability to control the negotiations of collective bargaining agreements, and collective bargaining activity and labor disruptions at these properties could adversely impact our business. Labor disputes and disruptions sometimes result in adverse publicity or regulatory investigations and adversely affect operations and revenues at impacted hotels. In addition, labor disputes and disruptions or increased demands from labor unions can sometimes harm associate relations, result in increased regulatory requirements or inquiries and enforcement by governmental authorities, harm relationships with guests and customers,hotel owners, divert management attention, and reduce customerguest demand, all of which could have a significant adverse effect on our reputation, business, financial condition, or results of operations.

Extreme weather, natural disasters, climate change, and sustainability-related concerns have impacted our business in the past and could in the future have a material adverse effect on our business and results of operations. We, the hotels in our system, and our other lodging offerings are subject to the risks associated with extreme weather, natural disasters, and climate change, including physical impacts, changes in laws and regulations, and changing consumer preferences. We have seen a decline in travel and reduced demand for lodging as a result of natural disasters and extreme weather in some markets and in areas of the world from which we draw guests, and the prevalence and impact of these events may increase or worsen in the future. Natural disasters, extreme weather, and other climate impacts and events (including rising sea levels, extreme hot or cold weather, hurricanes and typhoons, flooding, water shortages, fires, and droughts) have impacted, and continue to impact, hotels in our system, including by causing physical damage that prevents or limits the operations of the property or resulting in increases in insurance, energy or other operating costs. Significant costs could be involved in improving the efficiency and climate resiliency of hotels in our system and otherwise preparing for, responding to, and mitigating climate or sustainability related impacts, events, or concerns.concerns affecting hotels in our system. Compliance with climate-related legislation and regulation, and our efforts related to achieveour science-basedclimate emissions reduction targets or otherand sustainability initiatives, have been and are expected to continue to be complex and costly. Climate or other sustainability-related concerns may affect customers’guests’ travel choices, including their frequency of travel. As a result of the foregoing, as we have seen in the past to some extent, we may experience reduced demand, increased costs, operating disruptions or limitations, and physical damage to hotels in our system, and we could experience constraints on our growth, all of which could adversely affect our profits and growth.

Our Loyalty Program plays a significant role in our business, and unfavorable developments affecting the program could adversely affect our business and results of operations. Our Loyalty Program is an important aspect of our business. Our Loyalty Program faces significant competition from the loyalty programs offered by other hospitality companies, as well as from loyalty programs offered by bank travel programs,banks, airlines, and others. There is significant competition among loyalty programs in terms of the value and utility of program currency, rewards ranges and values, other program terms and conditions, and other program features, including co-branded credit card affiliations and offerings. If we are not able to maintain a competitive and attractive loyalty program or if we make changes to our Loyalty Program, including as a result of legal or regulatory requirements or considerations, we could experience significant adverse effects on our reputation, business, financial condition, or results of operations, including our ability to acquire, engage, and retain members in our Loyalty Program and our ability to operate other programs (including our co-branded credit card program). In addition, to the extent that legislative or regulatory changes negatively impact credit card issuers or networks, we could also see material adverse effects on our business, financial condition, or results of operations, including reduced revenues from our co-branded credit card agreements and a range of adverse impacts to our Loyalty Program, such as reduced program funding.

Our ability to grow our system is subject to the range of risks associated with real estate investments. Our ability to sustain continued growth through franchise, management, franchise, or license agreements with hotel owners is affected, and may potentially be limited, by a variety of factors influencing real estate development generally. These include site availability, financing availability, planning, zoning and other local approvals, and other limitations that may be imposed by market and submarket factors, such as projected room occupancy and rate, changes in growth in demand compared to projected supply, territorial restrictions in our agreements with hotel owners, costs of construction, demand for and availability of construction labor, materials, and resources, and other disruptive conditions in global, regional, or local markets.

Our owned properties and other real estate investments subject us to numerous risks. We have a number of owned and leased properties and investments in joint ventures that own properties, which are each subject to the risks that generally relate to investments in real property. We may seek to sell some of these properties over time; however, equity real estate investments can be difficult to sell, and we may not be able to complete asset sales at prices we find acceptable or at all. Moreover, the investment returns available from equity investments in real estate depend in large part on the amount of income earned and capital appreciation generated, if any, by the particular properties, and the expenses incurred. A variety of other factors also affect income from properties and real estate values, including local market conditions and new supply of hotels and other lodging products, availabilityoperating and costs of staffing,costs, governmental regulations, insurance, zoning, tax and eminent domain laws, interest rate levels, and the availability of financing. Our real estate investments have been, and could in the future be, impacted by any of these factors, resulting in a material adverse impact on our results of operations or financial condition. If our properties do not generate revenue sufficient to meet operating expenses and make needed capital expenditures, our income could be adversely affected, and we could be required to record additional significant non-cash impairment charges to our results of operations.

More hotel projects in our development pipeline may be cancelled or delayed in opening, which could adversely affect our growth prospects. We report a significant number of hotels in our development pipeline, including hotels under construction, hotels subject to signed contracts, and hotels approved for development but not yet under contract. The eventual opening of such pipeline hotels and, in particular, the approved hotels that are not yet under contract, is subject to numerous risks, including the other risks described in this section. We have seen construction timelines for pipeline hotels lengthen due to various factors, including challenges related to financing,financing and the other risks described in this section, and these circumstances could continue or worsen in the future. Accordingly, we cannot assure you that all of our development pipeline will result in additional hotels entering our system, or that those hotels will open when we anticipate.

If hotel owners cannot repay or refinance mortgage loans secured by their properties, default under property leases, or experience other financial difficulties, our revenues and profits could materially decrease and our business could be significantly harmed. Many hotel owners have pledged their hotels as collateral for mortgage loans that they entered into when those properties were purchased or refinanced. If those hotel owners cannot meet required debt service payments or repay or refinance maturing indebtedness on favorable terms or at all, the lenders could declare a default, accelerate the related debt, and foreclose on the property, or the hotel owners could declare bankruptcy, as we have seen in the past and could see in the future. In addition, some hotel owners have leased their property from a third-party landlord. If hotel owners cannot make required lease payments or otherwise comply with lease terms, the landlord could declare a default and terminate the lease, as we have seen in the past and could see in the future. In some cases, such foreclosuresforeclosures, bankruptcies, lease terminations, or bankruptciesother financial difficulties have in the past resulted, and could in the future result, in the termination of our franchise, management, franchise, or license agreements, eliminating our anticipated income and cash flows, which could have a significant negative effect on our results of operations.operations or reputation.

We are incorporating artificialAI intelligenceand (“AI”)other emerging technologies into certain of our processes, offerings, and services, and these technologies may become increasingly important in our operations over time. The introduction of these technologies, particularly generative AI, into our processes, offerings, and services may also result in new or expanded risks and liabilities, including due to increased governmentalgovernment orattention and rapidly-evolving regulatory scrutiny,frameworks governing such technologies, legal claims and assertions, compliance and ethical considerations, data security and privacy risks, and other factors that could adversely affect our business, reputation, financial condition, or results of operations. In addition, it is possible that AI could be improperly utilized by associates while carrying out their responsibilities or lead to unintended consequences, including generating content that is factually inaccurate, misleading or otherwise flawed, or biased, or that results in other unintended harmful impacts, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.

A failure to keep pace with developments in technology could impair our operations or competitive position. The lodging industry continues to demand the use of sophisticated technology and systems, including those used for our reservation, customer relationship management, finance, analytics, revenue management, property management, human resources and payroll systems, our Loyalty Program, and technologies we make available to our guests and for associates, and these and other technologies and systems must be refined, updated, and/or replaced with more advanced systems on a regular basis. Our business could suffer if we cannot refine, update, and/or replace technologies and systems as quickly or effectively as our competitors, sufficiently in advance of obsolescence or performance failure or degradation, or within budgeted costs and time frames. We also may not achieve the benefits that we anticipate from any new or upgraded technology or system, and a failure to do so could result in higher than anticipated costs or lower guest satisfaction or could impair our operating results. We are undertaking a multi-year transformation of our reservations, property management, and loyalty systems. The development and deployment of our new systems could involve delays, system interruptions, compromises of data security, or other operational impacts, including impacts on our financial reporting or internal control environment. OurAdditionally, if we fail to keep pace with rapidly-evolving technological developments in AI and other emerging technologies, our competitive position and business couldmay also suffer if the use of technologies that provide alternatives to in-person meetings and events results in a decrease in demand for our lodging properties.suffer.

We are exposed to risks and costs associated with protecting the integrity and security of data. In the operation of our business, we collect, store, use, and transmit large volumes of personal data regarding associates, guests, customers, hotel owners, service providers, other third parties, and our own business operations, including credit card numbers, reservation and loyalty data, and other personal data, in various information systems that we maintain and in systems maintained by third parties, including those of our hotel owners, service providers, and other third parties.parties with whom we or they do business. The integrity and protection of this personal data isare critical to our business. Our guests and associates also have a high expectation that we, as well as our hotel owners, service providers, and other third parties,parties with whom we or they do business, will adequately protect and appropriately use their personal data. The information, security, and privacy requirements imposed by global laws and governmental regulation,regulations, our contractual obligations, and the requirements of the payment card industry continue to become increasingly stringent in many jurisdictions in which we operate. Our information systems and the information systems maintained or used by our hotel owners, service providers, and other third parties with whom we or they do business may not be able to satisfy these changing legal and regulatory requirements and associate and guest expectations; we and/or these third parties may require significant additional investments or time to do so; and security controls that we and/or these third parties may implement sometimes do not operate effectively or as intended. We have incurred and may in the future incur significant additional costs to meet these requirements, obligations, and expectations, and in the event of alleged or actual noncompliance, we may experience increased operating costs, increased exposure to payment obligations and litigation, and increased risk of damage to our reputation and brand.

The Data Security Incident, and other information security incidents, could have numerous adverse effects on our business. As a result of the data security incident involving unauthorized access to the Starwood Hotels & Resorts Worldwide, LLC, formerly known as Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), reservations database that we disclosed in November 2018 (the “Data Security Incident”), numerous lawsuits and investigations were filed or initiated against us, as described further in Note 7, and we may bebecome namedsubject as a party into additional lawsuits or receive other claimsactions related to the Data Security Incident. A number of federal, state, and foreign governmental authorities made inquiries, opened investigations, or requested information and/or documents related to the Data Security Incident, including under various data protection and privacy regulations. Responding to and resolving these lawsuits, claims, and/or investigations has resulted in payments and other expenses, such as the payment to the AG Offices (as described below), and could result in material additional payments or remedial or other expenses. In the 2024 fourth quarter,2024, we reached final resolutions with the U.S. Federal Trade Commission (“FTC”) and the Attorney General offices from 49 U.S. states and the District of Columbia (the “AG Offices”) in relation to the Data Security Incident.Incident, Amongwhich include, among other terms, the resolution with the AG Offices included a $52 million monetary payment. The resolutions with the FTC and the AG Offices include various ongoinglong-term requirements relating to our data privacy and information security programs. In the event of alleged or actual noncompliance with thethese resolutions with the FTC and AG Offices,resolutions, we could face enforcement actions or contempt proceedings that could potentially result in fines, penalties, requirements to make additional changes to our data privacy and information security programs or business practices, or other adverse outcomes, which could have a material adverse effect on our financial condition and damage our reputation and brand.

Other governmental authorities investigating or seeking information about the Data Security Incident have imposed and may further impose undertakings, injunctive relief, consent decrees, or other penalties, which could, among other things, materially increase our costs or otherwise require us to alter how we operate our business and could damage our reputation and brand. Significant management time and Company resources have been, and will continue to be, devoted to matters related to the Data Security Incident. Insurance coverage designed to limit our exposure to losses such as those related to the Data Security Incident is costly and may not be sufficient or available to cover all of our expenses or other losses (including payments imposed by the AG Offices or other regulators and other payments, fines, or penalties resulting from legal proceedings or investigations) related to the Data Security Incident, and certain expenses by their nature (such as, for example, expenses related to enhancing our data privacy and information security programs) are not covered by our insurance program.

Additional cybersecurity incidents could have adverse effects on our business. We have enhanced our security measures to safeguard our information systems and data, and we intend to continue implementing additional measures in the future, but, as we have seen in the past, our measures may not be sufficient to maintain the confidentiality, security, or availability of the data we collect, store, and use to operate our business. Security measures implemented by our hotel owners, service providers, and other third parties with whom we or theirthey servicedo providersbusiness also may not be sufficient, as we have seen in the past. Efforts to hack or circumvent security measures, efforts to gain unauthorized access to, exploit or disrupt the operation or integrity of our data or information systems, failures of information systems or software to operate as designed or intended, viruses, “ransomware” or other malware, “supply chain” attacks, “phishing” or other types of business communications compromises, operator error, or inadvertent releases of data have impacted, and may in the future impact, our information systems and records or those of our hotel owners, service providers, or other third parties.parties with whom we or they do business. Security measures, no matter how well designed or implemented, may only mitigate and not fully eliminate risks, and security events, when detected by security tools or third parties, may not always be immediately understood or acted upon. Our reliance on computer, Internet-based, and mobile systems and communications, and the frequency and sophistication of efforts by third parties to gain unauthorized access or prevent authorized access to such systems, have greatly increased in recent years. Our increased reliance on cloud-based services and on remote access to information systems and our use of AI and other emerging technologies increases the Company’s exposure to potential cybersecurity incidents. We and our hotel owners, service providers, and other third parties with whom we or they do business have experienced cyberattacks, attempts to disrupt access to systems and data, and attempts to affect the operation or integrity of data or systems, and the frequency and sophistication of such efforts could continue to increase. Any additional significant theft of, unauthorized access to, compromise or loss of, loss of access to, or fraudulent use of guest, associate, hotel owner, service provider, Company, or other data as a result of a cybersecurity incident could adversely impact our reputation and could result in legal, regulatory, and other consequences, including remedial and other expenses, fines, or litigation. Depending on the nature and scope of the event, future compromises in the security of our information systems or those of our hotel owners, service providers, or other third parties,parties with whom we or they do business, or other future disruptions or compromises of data or information systems, could lead to future interruptions in, or other adverse effects on, the operation of our systems or those of our hotel owners, service providers, or other third parties.parties with whom we or they do business. This could result in operational interruptions and/or outages and a loss of profits, as well as negative publicity and other adverse effects on our business, including lost sales, loss of consumer confidence, boycotts, reduced enrollment and/or participation in our Loyalty Program, litigation, regulatory investigations or actions, diminished associate satisfaction, and/or retention and recruiting difficulties, all of which could materially affect our market share, reputation, business, financial condition, or results of operations.

Because we have experienced cybersecurity incidents in the past, additional cybersecurity incidents or the failure to detect and appropriately respond to additional cybersecurity incidents could magnify the severity of the adverse effects on our business. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage information systems change frequently (including the integration of newAI technologyand suchother asemerging AItechnologies), can be difficult to detect for long periods of time, and can involve difficult or prolonged assessment or remediation periods even once detected, which could also magnify the severity of these adverse effects. We cannot assure you that all potential causes of past significant cybersecurity incidents have been identified and remediated; additional measures may be needed to prevent significant incidents in the future. The steps we take may not be sufficient to prevent future significant cybersecurity incidentsincidents, and as a result, such incidents may occur again. Although we carry cyber insurance that is designed to protect us against certain losses related to cyber risks, that insurance coverage may not be sufficient or available to cover all expenses or other losses (including payments, fines, or penalties) or all types of claims that may arise in connection with cyberattacks, security compromises, and other related incidents. Furthermore, in the future such insurance may not be available on commercially reasonable terms, or at all.

Changes in privacy and data security laws could increase our operating costs and increase our exposure to payment obligations and litigation. We are subject to numerous, complex, and frequently changing laws, regulations, and contractual obligations designed to protect personal information. Various U.S. federal and state laws, datanon-U.S. privacy, security, and localization laws outside of the U.S.,laws, payment card industry security standards, and other information privacy and security standards are all applicable to us. Significant legislative, judicial, or regulatory changes have been and could be issued in the future. Compliance with changes in applicable data security and privacy laws and regulations and contractual obligations (including our resolutions with the FTC and AG Officesregulators), including the need to respond to investigations into our compliance, has increased and is expected to in the future increase our costs, and may restrict our business operations, increase our exposure to payment obligations and litigation in the event of alleged noncompliance, and adversely affect our reputation. Compliance with evolving regulatory frameworks governing AI and other emerging technologies may affect our use of such technologies and our ability to incorporate such technologies into our processes, offerings, and services, and may result in increased costs and exposure to legal proceedings or investigations in the event of alleged noncompliance. In addition, uncertainty around cross-border data transfers, including from the U.S., may require us to restrict certain data transfers, cease doing business with certain third parties, or change how data flows throughout our business, any of which could materially impact our operations.

Delaware law and our governing corporate documents contain, and our Board of Directors could implement, anti-takeover provisions that could deter takeover attempts. Under the Delaware business combination statute, a stockholder holding 15 percent or more of our outstanding voting stock could not acquire us without our Board of Directors’ consent for at least three years after the date the stockholder first held 15 percent or more of the voting stock. Our governing corporate documents also, among other things, require supermajority votes for mergers and similar transactions. In addition, our Board of Directors could, without stockholder approval, implement other anti-takeover defenses, such as a stockholder rights plan.

We are a worldwide franchisor, operator, franchisor, and licensor of hotel, residential, timeshare, and other lodging properties under morea thanportfolio 30of brandcompelling names.brands at different price and service points. We discuss our operations in the following reportable business segments: (1) U.S. & Canada, (2) Europe, Middle East & Africa (“EMEA”), (3) Greater China, and (4) Asia Pacific excluding China (“APEC”). Our Caribbean & Latin America (“CALA”) operating segment does not meet the applicable accounting criteria for separate disclosure as a reportable business segment, and as such, we include its results in “Unallocated corporate and other.”

Under our asset-light business model,model and consistent with our focus on franchising, management, and licensing, we typically manageown or franchiselease hotelsvery few of our lodging properties. Under our hotel franchising arrangements, we generally receive an initial application fee and othercontinuing lodgingroyalty offerings,fees, ratherwhich thanare owntypically them.based on a percentage of room revenues, plus for certain brands, a percentage of food and beverage revenues. Terms of our management agreements vary, but we earn a management fee that is typically composed of a base management fee, which is a percentage of the revenues of the hotel, and an incentive management fee, which is based on the profits of the hotel. In many cases (particularly in our U.S. & Canada, Europe, and CALA regions), incentive management fees are subject to a specified owner return. Under our hotel franchising arrangements, we generally receive an initial application fee and continuing royalty fees, which are typically based on a percentage of room revenues, plus for certain brands, a percentage of food and beverage revenues. We also have license and other agreements with third parties for certain offerings, such as for our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection, under which we receive royalty fees and certain other fees. Additionally, we earn fees for other uses of our intellectual property, including primarily co-branded credit card fees, as well as residential branding fees and certain other licensing fees.

We believe Revenue per Available Room (“RevPAR”), which we calculate by dividing property level room revenue by total rooms available for the period, is a meaningful indicator of our performance because it measures the period-over-period change in room revenues. RevPAR may not be comparable to similarly titled measures, such as revenues, and should not be viewed as necessarily correlating with our fee revenue. We also believe occupancy and average daily rate (“ADR”), which are components of calculating RevPAR, are meaningful indicators of our performance. Occupancy, which we calculate by dividing total rooms sold by total rooms available for the period, measures the utilization of a property’s available capacity. ADR, which we calculate by dividing property level room revenue by total rooms sold, measures average room price and is useful in assessing pricing levels. Unless otherwise stated, RevPAR, occupancy, and ADR statistics are on a systemwide basis for comparable properties, unless otherwise stated. Unless otherwise stated,and all changes refer to year-over-year changes for the comparable period. Comparisons to prior periods are on a constant U.S. dollar basis, which we calculate by applying exchange rates for the current period to the prior comparable period. We believe constant dollar analysis provides valuable information regarding the performance of hotels in our system as it removes currency fluctuations from the presentation of such results.

We define our comparable properties as hotels in our system that were open and operating under one of our brands since the beginning of the last full calendar year (since January 1, 20232024 for the current period) and have not, in either the current or previous year: (1) undergone significant room or public space renovations or expansions, (2) been converted between company-operated and franchised, or (3) sustained substantial property damage or business interruption. Our comparable properties also exclude MGM Collection with Marriott Bonvoy, Design Hotels, The Ritz-Carlton Yacht Collection, residences, and timeshare properties. For 2024,2025, we had 5,4395,554 comparable U.S. & Canada properties and 1,7412,011 comparable International properties.

In the U.S. & Canada, where demand has normalized, RevPAR increased 3.00.7 percent in 2024,2025, led byreflecting strong demand fromat groupour asluxury wellhotels, aspartially strongoffset by softer demand fromat our select service hotels, which were impacted by weaker business transient customerdemand, segmentsin acrosspart ourdue brandto tiers.declines in government travel.

On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood reservations database (the “Data Security Incident”). We are currently unable to reasonably estimate the range of total possible financial impact to the Company from the Data Security Incident in excess of the expenses already recorded; however, we do not believe this incident will impact our long-term financial health. See Note 7 for additional information related to legal proceedingsproceedings, investigations, and governmentalinsurance investigationsrecoveries related to the Data Security Incident.

Our system grew from 8,785 properties (1,597,380 rooms) at year-end 2023 to 9,361 properties (1,706,331 rooms) at year-end 2024.2024 to 9,805 properties (1,779,936 rooms) at year-end 2025. The increase compared to year-end 20232024 reflected gross additions of 666703 properties (123,38999,459 rooms), including the addition of 1637 properties (approximately 38,0008,789 rooms) from ourthe exclusive,citizenM long-termbrand strategicacquisition licensingdiscussed agreementin withNote MGM Resorts International and 163 properties (approximately 9,000 rooms) from our long-term agreement with Sonder Holdings Inc.,3, and deletions of 90253 properties (14,57225,643 rooms). The property and room counts as of year-end 2025 reflect the removal of all Sonder properties from our portfolio. Our 20242025 gross room additions included approximatelynearly 52,30064,000 rooms located outside U.S. & Canada (including the citizenM brand acquisition) and roughly 75,30033,400 rooms converted from competitor brands.

At year-end 2024,2025, we had nearlyapproximately 3,8004,100 properties and overnearly 577,000610,000 rooms in our development pipeline, which includesincluded roughlyover 29,00035,000 rooms approved for development but not yet under signed contracts. OurAt year-end 2025, our development pipeline includesincluded overnearly 229,000265,000 rooms, or 4043 percent, that were under constructionconstruction, orincluding hotels that are in the process of converting to our systemsystem. atOver year-end 2024. Fifty-five percenthalf of the rooms in our development pipeline arewere located outside U.S. & Canada.

(1)InLicensed additionand toother franchised,properties includesinclude our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection.

The discussion below presents an analysis of our consolidated results of operations for 20242025 compared to 2023.2024. Also see the “Business Trends” section above for further discussion. In the 2025 fourth quarter, we reclassified amounts attributable to other expenses previously reported under the “General, administrative, and other” caption to the “Owned, leased, and other expense” caption of our Income Statements. See Note 1 for further information.

The increase in base managementfranchise fees primarily reflected higher RevPARco-branded credit card and unitother brand-related fees ($105 million) as well as rooms growth ($26$94 million).

The increase in incentive management fees primarily reflected higher profits at managed hotels. In both 2025 and 2024, we earned incentive management fees from 69 percent of our managed hotels worldwide, compared to 68 percent in 2023.worldwide. We earned incentive management fees from 3132 percent of our U.S. & Canada managed hotels and 85 percent of our International managed hotels in each2025, ofcompared 2024to 31 percent in U.S. & Canada and 2023.85 percent in International in 2024. In addition, in both 2025 and 2024, 67 percent of our total incentive management fees in 2024 came from our International managed hotels, primarily in EMEA and APEC, versus 65 percent in 2023.APEC.

The decreasechange in cost reimbursements, net primarily reflected lowerhigher Loyalty Program revenues, partially offset by higher expenses, net of expenses,revenues, for many of our programs and services, and Loyalty Program activity, which incurred higher program expenses.services.

General, administrative,General and otheradministrative expenses increaseddecreased primarily due to higherlower compensation costs ($53 million) and higher guarantee reserves ($22$39 million).

Restructuring and merger-related charges(recoveries) increasedcharges, and other expenses changed primarily due to $37insurance recoveries related to the Data Security Incident discussed in Note 7 ($47 million), oflower restructuring charges for employee termination benefits discussed($34 in Note 16million), and a $30prior millionyear reserve for a loan commitment related to the Company’s acquisition of Starwood,Starwood partially offset by $35($30 million of lower charges related to the Data Security Incident discussed in Note 7.).

In 2024,2025, segment net fee revenues grew in the U.S. & Canada, EMEA, and APEC compared to 2023,2024, primarily driven by rooms growth and higher RevPAR and unit growth (see the Lodging Statistics and Properties and Rooms tables above for more information), as well as higher profits at managed hotels. In Greater China, net fee revenues decreased in 2024 primarily due to lower RevPAR..

We monitor the status of the capital markets and regularly evaluate the effect that changes in capital market conditions may have on our ability to fund our liquidity needs. We believe the Credit Facility, and our access to capital markets, together with cash we expect to generate from operations, remain adequate to meet our liquidity requirements.requirements over the next 12 months and thereafter for the foreseeable future.

Net cash provided by operating activities decreasedincreased by $421$463 million in 20242025 compared to 2023.2024. NetThe cash provided by operating activities in 2024increase reflected a cash outflow in the prior year of $300 million in the “Restructuring and merger-related charges(recoveries) charges, and other” caption of our Statements of Cash Flows for the settlement of the guarantee liability associated with the purchase of the Sheraton Grand Chicago (discussed in Note 3). Cash flows for 2023 reflected reduced cash received from U.S. co-branded credit card issuers related to the 2020 prepayment of certain future revenues. Such reductions ended as of year-end 2023.Chicago.

Capital Expenditures and Other Investments. We made capital and technology expenditures of $604 million in 2025 and $750 million in 2024 and $452 million in 2023.2024. Capital and technology expenditures in 20242025 increaseddecreased by $298$146 million compared to 2023,2024, primarily due to approximately $200 million of spending related to the Sheraton Grand Chicago capitalized assets (discussed in Note 3) and higher than typical spending on our worldwide technology systems transformation, the overwhelming portion of which is expected to be reimbursed over time.2024. In 2023,2025, we also had cash outflows of $101$350 million due to the City ExpresscitizenM brand acquisition.acquisition, which we discuss in Note 3.

We expect capital expenditures and other investments will total approximately $1.0 billion to $1.1 billion for 2025,2026, including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities, but excluding any potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant. Our anticipated capital and technology expenditures include higher than typical spending on our worldwide technology systems transformationtransformation, the overwhelming portion of which we expect to be reimbursed over time, and renovations of hotels in our owned and leased portfolio.

Debt. Debt increased by $2,574$1,757 million in 2024,2025, to $16,204 million at year-end 2025 from $14,447 million at year-end 2024 from $11,873 million at year-end 2023,2024, primarily due to the issuances of our Series PPRR Notes and Series QQSS Notes ($1,480$1,960 million) and our Series NNTT NotesNotes, Series UU Notes, and Series OOVV Notes ($1,468$1,477 million), partially offset by the maturity of our Series CCP Notes, Series V Notes, and Series EE Notes ($550$350 million, $318 million, and $600 million, respectively), and net commercial paper repayments ($403 million). See Note 9 for additional information on Senior Notes issuances.

Our long-term financial objectives include maintaining diversified financing sources, optimizing the mix and maturity of our long-term debt, and reducing our working capital. At year-end 2024,2025, including the effect of interest rate swaps, our total long-term debt (current and noncurrent) had a weighted average interest rate of 4.5 percent andpercent, a weighted average maturity of approximately 5.05.4 years.years, Theand a ratio of our fixed-rate long-term debt to our total long-term debt wasof 0.9 to 1.0 at year-end 2024.1.0.

•In the normal course of business, we enter into purchase commitments related to the programs and services that we typically provide to hotel owners, and we incur other obligations to manage the daily operating needs of the hotels that we manage. Since our contracts with hotel owners are generally require reimbursementresponsible for expenses incurred in providing these programs and services and managing the daily operating needs of the hotels that we manage,costs, these obligations are not expected to have a material impact on our net income and cash flow over the long term.

Our preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Management considers an accounting policy and estimate to be critical if: (1) we must make assumptions that were uncertain when the estimate was made; and (2) changes in the estimate, or selection of a different estimate methodology could have a material effect on our consolidated results of operations or financial condition.

All statements in this report are made as of the date this Form 10-Q is filed with the U.S. Securities and Exchange Commission (the “SEC”). We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise. We make forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information available to us through the date this Form 10-Q is filed with the SEC. Forward-looking statements include information related to our development pipeline; our expectations regarding rooms growth; our expectations regarding our ability to meet our liquidity requirements; our capital expenditures and other investment spending and reimbursement expectations; our expectations regarding future dividends and share repurchases; our expectations regarding certain claims, legal proceedings, settlements or resolutions; our planned hotel sale; our anticipated investment in Lefay; our expectations about the conflict in the Middle East; our expectations about our co-branded credit card program; and other statements that are preceded by, followed by, or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “foresees,” or similar expressions; and similar statements concerning anticipated future events and expectations that are not historical facts.

In the U.S. & Canada, RevPAR increased 4.05.0 percent in the 2026 second quarter and 4.6 percent in the 2026 first quarter,half, reflecting strong demand across all brand tiers,tiers ledand bycustomer luxury.segments, as well as demand from the World Cup in June 2026.

In our International regions, RevPAR increaseddecreased 4.60.5 percent in the 2026 second quarter and grew 2.0 percent in the 2026 first quarter,half. reflectingPerformance higherwas demandnegatively inimpacted most countries across our APEC, Europe, Greater China, and CALA regions. Beginning in March 2026, and continuing intoby the 2026 second quarter, conflict in the Middle EastEast, which resulted in a sharp decline in RevPAR in our Middle East & Africa region and negatively impacted demandbeginning in certainMarch countries2026, inwith ourthe APECimpact region.from the conflict continuing into the third quarter. The continued operational and financial impact on our business depends on the duration and extent of travel disruption resulting from the conflict.

At the end of the 2026 firstsecond quarter, our system had 9,92610,082 properties (1,795,8081,813,698 rooms), compared to 9,805 properties (1,779,936 rooms) at year-end 2025 and 9,4639,601 properties (1,718,5421,735,819 rooms) at the end of the 2025 firstsecond quarter. In the 2026 first quarter,half, we added roughly 15,90033,800 net rooms.

At the end of the 2026 firstsecond quarter, we had overnearly 4,1004,200 properties and nearlyapproximately 618,000629,000 rooms in our development pipeline, which included nearlyover 34,000 rooms approved for development but not yet under signed contracts. At the end of the 2026 firstsecond quarter, our development pipeline included over 268,000279,000 rooms, or 4344 percent, that were under construction, including hotels that are in the process of converting to our system. Over half of the rooms in our quarter-end development pipeline were located outside U.S. & Canada.

We currently expect full year 2026 net rooms growth to be toward the low end of approximatelyour 4.5 to 5.0 percent.percent range.

The following tabletables presentspresent RevPAR, occupancy, and ADR statistics for comparable properties. Systemwide statistics include data from our franchised properties, in addition to our company-operated properties.

The discussion below presents an analysis of our consolidated results of operations for the 2026 firstsecond quarter compared to the 2025 second quarter and for the 2026 first quarter.half compared to the 2025 first half. Also see the “Business Trends” section above for further discussion.

The increase in franchise fees in the 2026 second quarter and 2026 first quarterhalf primarily reflected higher co-branded credit card fees ($60$73 million and $132 million, respectively) as well as higher revenue related to our franchised properties due to higher RevPAR, rooms growth ($23$30 million and $53 million, respectively), higher RevPAR, and other items. The increase in franchise fees in the 2026 first half also reflected higher residential branding fees ($32 million).

The decrease in cost reimbursements, net in the 2026 second quarter and 2026 first quarterhalf primarily reflected higher expenses, net of revenues for many of our centralized programs and services, partially offset by lowerservices. Loyalty Program activity further reduced cost reimbursements, net, in the 2026 second quarter due to lower revenue, while partially offsetting the decline in the 2026 first half due to lower expenses.

Interest expense increased in the 2026 second quarter and 2026 first quarterhalf primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($28 million and $55 million, respectively).

Provision for income taxes increased in the 2026 first quarterhalf primarily due to the prior year release of tax reserves ($86$91 million) and higher pre-tax income ($26$42 million). The increase was partially offset by lower tax on non-U.S. income ($18 million) and the tax benefit from the impairment charge on a U.S. & Canada hotel ($17 million).

The following discussion presents an analysis of the operating results of our reportable business segments for the 2026 firstsecond quarter compared to the 2025 second quarter and for the 2026 first quarter.half compared to the 2025 first half. Also see the “Business Trends” section above for further discussion.

In the 2026 second quarter and 2026 first quarter,half, compared to the same periods in 2025, segment net fee revenues grew in the U.S. & Canada, compared to the same periodperiods in 2025, primarily duedriven toby higher RevPAR and rooms growth (see the Lodging Statistics and Properties and Rooms tables above for more information), as well as higher incentive management fees ($26 million and $35 million, respectively) and residential branding fees ($22 million and $36 million, respectively).

Additionally, U.S. & Canada segment profitsprofit decreased in the 2026 second quarter and 2026 first quarterhalf, compared to the same periodperiods in 20252025, reflecteddespite the higher net fee revenues, primarily due to the $68 million impairment charge discussed in Note 7, lower cost reimbursement revenue, net of reimbursed expenses ($72$37 million and $109 million, respectively), and a property-related litigation accrual ($27 million for both the 2026 second quarter and 2026 first half).

Our long-term financial objectives include maintaining diversified financing sources, optimizing the mix and maturity of our long-term debt, and reducing our working capital. At the end of the 2026 firstsecond quarter, including the effect of interest rate swaps, our total long-term debt (current and noncurrent) had a weighted average interest rate of 4.6 percent, a weighted average maturity of approximately 5.85.5 years, and a ratio of fixed-rate to total long-term debt of 0.90.8 to 1.0.

We monitor the status of the capital markets and regularly evaluate the effect that changes in capital market conditions may have on our ability to fund our liquidity needs. We believe the Credit Facility,Facility and our access to capital markets, together with cash we expect to generate from operations, remain adequate to meet our liquidity requirements over the next 12 months and thereafter for the foreseeable future.

Cash, cash equivalents, and restricted cash totaled $468$472 million atas Marchof 31,June 30, 2026, an increase of $97$101 million from year-endDecember 31, 2025, primarily due to net cash provided by operating activities ($1,806 million), long-term debt issuances, net of repayments ($1,422$670 million), loan collections ($102 million), and net cash provided by operating activitiesdispositions ($858$93 millionmillion, primarily due to the sale of a U.S. & Canada hotel), partially offset by net commercial paper repayments ($1,085 million), share repurchases ($700$1,819 million), dividends paid ($178$370 million), capital and technology expenditures ($130$282 million), and financing outflows for employee stock-based compensation withholding taxes ($124$126 million).

Our ratio of current assets to current liabilities was 0.5 to 1.0 at the end of the 2026 firstsecond quarter. We have significant borrowing capacity under our Credit Facility should we need additional working capital.

We made capital and technology expenditures of $130$282 million in the 2026 first quarterhalf and $135$290 million in the 2025 first quarter.half. We expect capital expenditures and other investments will total approximately $1,050$1,250 million to $1,150$1,350 million for the 2026 full year, including contract acquisition costs, capital and technology expenditures, renovations at owned and leased hotels, loan advances, contract acquisition costs, and other investing activities (including our planned investment in Lefay, which we assume will occur later this year),activities, but excluding any potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant. Our anticipated capital and technology expenditures include higher than typical spending on our worldwide technology systems transformation, the overwhelming portion of which we expect to be reimbursed over time, and renovations of hotels in our owned and leased portfolio.time.

We repurchased 2.13.0 million shares of our common stock for $0.7$1.1 billion in the 2026 firstsecond quarter. Year-to-date through AprilJuly 29, 2026, we repurchased 3.16.2 million shares for $1.1$2.2 billion. For additional information, see “Issuer Purchases of Equity Securities” in Part II, Item 2.

On February 12, 2026, ourOur Board of Directors declared athe following quarterly cash dividenddividends ofin 2026 to date: (1) $0.67 per share,share whichdeclared wason February 12, 2026 and paid on March 31, 2026 to stockholders of record on February 26, 2026; and (2) $0.73 per share declared on May 8, 2026 and paid on June 30, 2026 to stockholders of record on May 22, 2026.

As of the end of the 2026 firstsecond quarter, there have been no material changes to our cash requirements as disclosed in our 2025 Form 10-K. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2025 Form 10-K for more information about our cash requirements. Also, see Note 6 for information on our long-term debt.