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

We face risks affecting the travel and hotel industries that include, but are not limited to: economic slowdown and potential recessionary pressures; economic factors such as general economic uncertainty or consumer sentiment, inflation, rising interest rates,rate fluctuations, employment layoffs, increased costs of living and reduced discretionary income, which may adversely impact decisions by consumers and businesses to use travel accommodations; government shutdowns; domestic unrest, terrorist incidents and threats and associated heightened travel security measures; political instability or political and regional strife, including the ongoing conflicts between Russia and Ukraine and conflicts in the Middle Eaststrife; acts of God such as earthquakes, hurricanes, fires, floods, volcanoesvolcanic eruptions and other natural disasters; war; concerns with or threats of known and novel contagious diseases or health epidemics or pandemics; environmental disasters; lengthy power outages; cyber threats and attacks; increased pricing, financial instability and capacity constraints of air carriers; and job actions and strikes in the airline and hospitality industries generally. Increases in the frequency and severity of extreme weather events and other consequences of climate change (including any related regulations) could impact travel demand generally, lead to supply chain interruptions, cause damage to physical assets or adversely impact the accessibility or desirability of travel to certain locations.

ForIncreases example,in the frequency and severity of extreme weather events and other consequences of climate change (including any related regulations) could impact travel demand generally, lead to supply chain interruptions, cause damage to physical assets or adversely impact the accessibility or desirability of travel to certain locations. Certain of our franchisees’ properties are located in coastal areas that could be threatened should sea levels dramatically rise, or are located in areas where the risk of natural or climate-related disaster or other catastrophic losses exists, and the occurrence of such an event could cause substantial damage to our franchisees’ properties and/or the surrounding area. Because a significant portion of our revenues is derived from fees based on room revenues, disruptions at our franchised properties due to such occurrences may adversely impact the fees we collect from these properties. In the event of a substantial loss, the insurance coverage carried by our franchisees may not be sufficient to pay the full value of financial obligations, liabilities or the replacement cost of any lost investment or property held by our franchisees. Additionally, certain types of losses may be uninsurable or prohibitively expensive to insure, and other types of losses or risks that our franchisees may face could fall outside of the general coverage terms and limits of their policies. Such factors could lead to certain losses by our franchisees being completely uninsureduninsured, in which case we could lose future fees we collect from these properties, we may be exposed to a potential impairment of any development advance notes funded to the franchisee should the underlying guarantees provided to us prove to be insufficient and couldwe resultmay inexperience unanticipated room terminations.

Third-party internet travel intermediaries andintermediaries, peer-to-peer online networks and large language models may adversely affect us.

Consumers use third-party internet travel intermediaries, including search engines, and peer-to-peer online networksnetworks, and increasingly, large language models (“LLMs”) to search for and book theirselect lodging accommodations. As the percentage of internet reservations increases, travel intermediaries may be able to obtain higher commissions and reduced room rates to the detriment of our business. Additionally, such travel intermediaries may divert reservations away from our direct online channels or increase the overall cost of internet reservations for our affiliated hotels through their fees and a variety of online marketing methods, including the purchase by certain travel intermediaries of keywords consisting of or containing our hotel brands from Internet search engines to influence search results and direct guests to their websites. If we fail to reach satisfactory agreements with travel intermediaries, our affiliated hotels may not appear on their websites and we could lose business as a result. Further, travel intermediaries may seek to offer distribution services and/or rewards programs under their own brands directly to lodging accommodations in competition with our core franchise business and loyalty program. Additionally, while we are working to provide our hotel availability, rate and attribute information to certain key LLM providers, this is a rapidly evolving space, and LLM providers may choose to source their information from third-party travel intermediaries instead of directly from us, which could reduce the visibility of our brands, increase acquisition costs or shift customer traffic away from our direct channels.

•Evolving macroeconomic factors, including general economic uncertainty, consumer sentiment, unemployment rates, and recessionary pressures;

•our ability to successfully market our current or any future hotel brands and programs, including our rewards program, and to service or pilot new initiatives, including ancillary revenue growth initiativesprogram;

•changes in the laws, regulations, legislation and government spending affecting our business, internationally and domestically, including administration of, changes relating to, or our ability to capitalize on the government spend under the U.S. Infrastructure Investment and Jobs Act, the CHIPS Act and the Inflation Reduction Act, including as a result of any change in governing partyAct;

•operating costs, including as a result of inflation, energyutility costs and labor costs, such as minimum wage increases and unionization, workers’ compensation and healthcare related costs and insurance; and

Our international operations are subject to numerous risks including: exposure to local economic conditions; potential adverse changes in the diplomatic relations of foreign countries with the U.S.; hostility from local populations; political instability, including as a result of the ongoing conflicts between Russia and Ukraine and the conflicts in the Middle East, respectivelyinstability; trade disputes with trade partners, including China; potential military conflict resulting from escalating political tensions with Russia and China and other geopolitical risks; threats or acts of terrorism; the effect of disruptions caused by severe weather, natural disasters, outbreak of disease, such as pandemics or other health crises, or other events that make widespread travel or travel to a particular region less attractive or more difficult; the presence and acceptance of varying levels of business corruption in international markets; restrictions and taxes on the withdrawal of foreign investment and earnings; government policies against businesses or properties owned by foreigners; investment restrictions or requirements; diminished ability to legally enforce our contractual rights in foreign countries; forced nationalization of hotel properties by local, state or national governments; foreign exchange restrictions; fluctuations in foreign currency exchange rates, including the negative impact of the weakening of foreign currencies in geographic regions in which we operate relative to the U.S. dollar; our ability to, or our decision whether or not in particular instances to, hedge against foreign currency effects, and whether we are successful in any such hedging transactions; the ability to comply with or the effect of complying with new and developing laws, regulations and policies of foreign governments, including with respect to climate change, data protection and privacy; conflicts between local laws and U.S. laws, including laws that impact our rights to protect our intellectual property; withholding and other taxes on remittances and other payments by subsidiaries; and changes in and application of foreign taxation structures including value added taxes. Any adverse outcome resulting from the financial instability or performance of foreign economies, the instability of other currencies and the related volatility on foreign exchange and interest rates could adversely impact our results of operations, financial condition or cash flows.

We regularly consider a wide array of acquisitions and other potential strategic transactions, including acquisitions of hotel brands, businesses and real property, joint ventures, business combinations, strategic investments and dispositions. Any of these transactions could be material to our business. We often compete for these opportunities with third parties, which may cause us to lose potential opportunities or to pay more than we may otherwise have paid absent such competition. We may not be able to identify and consummate strategic transactions and opportunities on favorable terms and any such strategic transactions or opportunities, if consummated, may not be successful.successful and could result in operating difficulties or the failure to realize anticipated benefits.

In connection with our 2018 spin-off (the “Spin-Off”) from Wyndham Worldwide, now known as Travel + Leisure Co., we entered into a number of agreements with Travel + Leisure that govern our ongoing relationship with Travel + Leisure.them. Our success depends, in part, on the maintenance of our ongoing relationship with Travel + Leisure, Travel + Leisure’s performance of its obligations under these agreements and continued strategic focus on sales of vacation ownership interests, including Travel + Leisure’s maintenance of the quality of products and services it sells under the “Wyndham” trademark and certain other trademarks and intellectual property that we license to Travel + Leisure. Under the License, Development and Noncompetition Agreement, Travel + Leisure pays us significant royalties and other fees based on the volume of Travel + Leisure’s sales of vacation ownership interests and other vacation products and services. If Travel + Leisure is unable to compete effectively for sales of vacation ownership interests, our royalty fees under such agreement could be adversely impacted. If we are unable to maintain a good relationship with Travel + Leisure, or if Travel + Leisure does not perform its obligations under these agreements, fails to maintain the quality of the products and services it sells under the “Wyndham” trademark and certain other trademarks or fails to pay such royalties, our license and other fees could be impacted and our earnings could decrease.

Our operations are regulated by federal, provincial, state and local governments in the countries in which we operate. In addition, U.S. and international federal, provincial, state and local regulators may enact new laws and regulations that may reduce our profits or require us to modify our business practices substantially. If we are not in compliance with applicable laws and regulations, including, among others, those governing franchising, hotel operations, lending, information security, data protection and privacy (such as the General Data Protection Regulation, U.S. State privacy laws, the Personal Information Protection Law of the People’s Republic of China or similar laws or regulations), creditcardholder carddata security standards, marketing, including sales, consumer protection and advertising, unfair and deceptive trade practices, fraud, bribery and corruption, licensing, labor, employment, anti-discrimination, health care, health and safety, accessibility, immigration, gaming, environmental, intellectual property, securities, stock exchange listing, accounting, tax and regulations applicable under the Dodd-Frank Act, the Office of Foreign Assets Control, the Americans with Disabilities Act, the Sherman Act,Act and other federal, state, local and international competition-related laws, the Foreign Corrupt Practices Act and local equivalents in international jurisdictions, including the United Kingdom Bribery Act, we may be subject to regulatory investigations or actions, fines, civil and/or criminal penalties, injunctions and potential criminal prosecution. Changes to such laws and regulations and the cost of compliance or failure to comply with such regulations may adversely affect us.

While we maintain what we believe are reasonable security controls over personal and proprietary information as part of our risk assessment program in an effort to protect, detect, respond to, and minimize or prevent risks and to enhance the resiliency of our information technology systems, a breach of or breakdown in our systems could result in operating failures, unauthorized access, service interruptions or failures, security breaches, malicious intrusions, theft, exfiltration, ransomware, cyber-attacks, or other compromises of our systems that result in the unauthorized release of personal or proprietary information. Such breach could have a material adverse effect on our hotel brands, reputation, business, financial condition and results of operations, as well as subject us to significant fines, litigation, losses, third-party damages and other liabilities, or our subsidiary could fail to comply with the stipulated order with the FTC. We may face increased cybersecurity risks due to our increasing reliance on internet technology and the number of our employees who are working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. CybercriminalAs “hacker”cybercriminal activitytactics hasgrow increasedincreasingly sophisticated and persistent, we face heightened uncertainty in sophistication, durationanticipating and frequencymitigating sincethese 2020threats, which could result in significant business disruption and posesfinancial additional risks.loss.

Data breaches, viruses, ransomware, worms, malicious software, and other serious cyber incidents have increased globally, along with the methods, techniques and complexity of attacks, including efforts to discover and exploit any design flaws, bugs or other security vulnerabilities. Additionally, continued geopolitical turmoil, including the ongoing conflicts between Russia and Ukraine and the conflicts in the Middle East, respectively,turmoil has heightened the risk of cyber-attacks. We have been, and likely will continue to be, subject to such cyber-attacks. Also, the same cyber security issues exist for the third parties with whom we interact and share information, and cyber-attacks on third parties which possess or use our guest, personnel and other information could adversely impact us in the same way as would a direct cyber-attack on us. Although we do not believe we have incurred any ongoing material adverse impact on our business strategy, results of operations or financial condition as a result of any present or recent cyber-attack, there is no guarantee that cyber-attacks have not gone generally undetected or without general recognition of magnitude or will not occur in the future, any of which could materially adversely affect our brands, reputation, consumer confidence in us, costs and profitability. In addition, the security measures we deploy are not perfect or impenetrable, and we may be unable to anticipate or prevent all unauthorized access attempts made on our systems or those of our third-party service providers.

Additionally, the legal and regulatory environment surrounding information security and privacy in the U.S. and international jurisdictions is constantly evolving, including recent developments and complexities with regard toregarding requirements for the cross-border transfer of personal information due to emerging laws, regulations and judicial decisions (such as cross-border data transfer regulations issued by the People’s Republic of China authorities). Other jurisdictions may impose additional restrictions or requirements on cross-border transfers including limitations on transferring data beyond the originating country. Violation or non-compliance with any of these laws or regulations, contractual requirements relating to data security and privacy, or with our own privacy and security policies or processes, either intentionally or unintentionally, or through the acts of intermediaries could have a material adverse effect on our hotel brands, reputation, business, financial condition and results of operations, as well as subject us to significant fines, litigation, losses, third-party damages and other liabilities. While we maintain cyber risk insurance, in the event of a significant security or data breach, this insurance may not cover all of the losses (including but not limited to financial, operational, legal, business or reputational losses) that we may suffer and may result in increased cost or impact the future availability of coverage.

We rely on information technologies and systems to operate our business, which involves reliance on third-party service providers (including cloud-based service providers), such as Sabre Corporation and its SynXis PlatformPlatform, Salesforce, Canary and Oracle Hospitality, and uninterrupted operations of our and third-party service facilities, including those used for reservation systems, hotel/property management, communications, procurement, call centers, operation of our loyalty program and administrative systems. We and our vendors also maintain physical facilities to support these systems and related services. As a result, in addition to failures that occur from time to time in the ordinary course of business, we and our vendors may be vulnerable to system failures, computer hacking, cyber-terrorism, computer viruses and other intentional or unintentional interference, negligence, fraud, misuse and other unauthorized attempts to access or interfere with these systems and our personal and proprietary information. The increased scope and complexity of our information technology infrastructure and systems could contribute to the potential risk of security breaches or breakdown. Any natural disaster, disruption or other impairment in our technology capabilities and service facilities or those of our vendors could adversely affect our business. In addition, failure to keep pace with developments in technology could impair our operations or competitive position.

We mayhave incorporateincorporated artificial intelligence (“AI”) solutions into our business, offerings, services and features, primarily through third-party AI applications provided by Salesforce and Canary, and these applications may become increasingly important into our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations may be adversely affected. The use of AI applications may result in cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations. AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential future regulation of AI, may also result in additional costs associated with compliance with emerging regulations. This evolution, including potential government regulation of AI, may require significant resources to develop, test and maintain our business, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.impacts.

In addition, we are directly and indirectly affected by new tax legislation and regulation and the interpretation of tax laws and regulations worldwide. Changes in such legislation, regulation or interpretation could increase our taxes and have an adverse effect on our operating results and financial condition. This includes potential changes in tax laws or the interpretation of tax laws arising out of the Base Erosion Profit Shifting (“BEPS”) project initiated by the Organization for Economic Co-operation and Development (“OECD”). In July and October of 2021, the OECD/G-20 Inclusive Framework on BEPS released statements outlining a political agreement on the general rules to be adopted for taxing the digital economy, specifically with respect to nexus and profit allocation (Pillar One) and rules for a global minimum tax (Pillar Two). On December 15, 2022, the European Union Member States formally adopted the European Union’s Pillar Two Directive with effective dates of January 1, 2024 and January 1, 2025 for certain aspects of the directive. The Pillar Two directive has been implemented or is expected to be implemented via domestic legislation of countries or via international treaties. In June 2025, the G7 released a statement on global minimum taxes that outlined, among other items, that work will be done to simplify the overall Pillar Two administration and compliance framework. We cannot predict the impact to our income taxes of future OECD guidance and interpretations, related local country tax legislation and local challenges to our Pillar Two positions. The enactmentfuture enactment, guidance and interpretations could have a material impact on our effective tax rate or result in higher cash tax liabilities. There can be no assurance that our tax payments, tax credits or incentives will not be adversely affected by these or other initiatives.

We are subject to risks related to our debt, hedging transactions, our extension of credit and the cost and availability of capital.

In order to reduce or hedge our financial exposure to the effects of currency and interest rate fluctuations, we use and may continue to use financial instruments, such as hedging transactions. Changes in interest rates may adversely affect our financing costs and/or change the market value of our hedging transactions. Any failure or non-performance of counterparties under our hedging transactions could result in losses. Changes in interest rates may also adversely change the market value of our hedging transactions and may adversely affect financing costs. While a significant portion of our debt is effectively at a fixed rate of interest and our nearest maturity is not until 2027, a significant increase in financing cost due to increasedchanges in interest rates may hinder our efforts to expand our franchisee footprint, which could adversely affect our cash flows and business.

We carry insurance for general liability, property, business interruption and other insurable risks with respect to our business and franchised hotels. We also self-insure for certain risks up to certain monetary limits. The insurance coverage we carry, subject to our deductible, may not be sufficient to pay or reimburse us for the amount of our liabilities, losses or replacement costs, and there have been and may alsocontinue to be risks for which we do not obtain insurance in the full amount, or some amount, or at all concerning a potential loss or liability,liability. dueAdditionally, we have and may continue to theexperience costincreased costs for insurance, and certain insurance coverage has and may become more difficult to obtain or availability of such insurance.unavailable. As a result, we have and may continue to incur liabilities or losses in the operation of our business that are not sufficiently covered by the insurance we maintain, or at all, which could have a material adverse effect on our business, financial condition and results of operations.

The market price for our common stock, and the market price of stock of other companies operating in the hospitality industry, has been highly volatile. For example, during the year ended December 31, 2024,2025, the trading price of our common stock ranged between a low sales price of $67.67$69.21 and a high sales price of $105.16.$113.07. The market price of our common stock may continue to fluctuate depending upon many factors, some of which may be beyond our control, including pandemics or other health crises, our ability to achieve growth and performance objectives, the success or failure of our business strategy, stockholder activism or unsolicited takeover proposals or proxy contests, general economic conditions,conditions or consumer sentiment, our quarterly or annual earnings and those of other companies in our industry, changes in financial estimates and recommendations by securities analysts, changes in laws and regulations, political instability, increased competition and changes affecting the travel industry and other events impacting our business. The stock market in general has experienced volatility that has often been unrelated to the operating performance of a particular company. These market fluctuations may adversely affect the trading price of our common stock.

We are subject to risks related to environmental,corporate social and governanceresponsibility activities.

Our business, along with the hospitality industry generally, faces scrutiny related to environmental,corporate social and governanceresponsibility activities and the risk of damage to our reputation and the value of our hotel brands if we fail to act responsibly or comply with new or existing regulatory requirements in a number of areas, such as safety and security, responsible tourism, environmental stewardship, responsible sourcing, supply chain management, climate change, human rights, diversity, equity and inclusion, philanthropy and support for local communities. We have experienced and may continue to experience increased pressure from our stakeholders to provide additional transparency and to establish commitments, goals or targets with respect to various environmental,corporate social and governanceresponsibility related issues and to act to meet those commitments, goals and targets. Our stakeholders may not agree with our strategies on these issues, and any perception that we have failed to achieve or to act responsibly with respect to such matters may adversely affect our reputation amongst our stakeholders and may affect our guests’ travel choices and directly impact our revenue.

In recent years, proxy contests and other forms of stockholder activism have been directed against numerous public companies. We recentlypreviously defended against an unsuccessful hostile takeover attempt, which required us to incur significant expenses and costs and was a distraction for our Board, management and team members. If such a proposal were to be made again, similar distractions and additional significant costs may occur, which could have a material adverse effect on our business, financial condition or results of operations.

Stockholder activists may also seek to involve themselves in our governance, strategic direction and operations through stockholder proposals or otherwise. Such proposals could result in substantial cost and divert our attention and resources from our business and our ability to execute our strategic objectives. Additionally, shareholderstockholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with franchisees or make it more difficult to attract and retain qualified team members.

The Company is a leading global hotel franchisor, licensing its renowned hotel brands to hotel owners in overapproximately 95100 countries around the world.

The following selected historical consolidated statement of income/(loss) data for the years ended December 31, 2024,2025, 20232024 and 20222023 and the selected historical consolidated balance sheet data as of December 31, 20242025 and 20232024 are derived from the audited Consolidated Financial Statements of Wyndham Hotels & Resorts included elsewhere in this report. The selected historical consolidated statement of income/(loss) data for the years ended December 31, 20212022 and 20202021 and the selected historical consolidated balance sheet data as of December 31, 2022,2023, 20212022 and 20202021 are derived from audited consolidated financial statements of Wyndham Hotels & Resorts businesses that are not included in this report.

(b) “Adjusted EBITDA” is defined as net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment charges,and other-related charges (including Revo-related charges), restructuring and relatedother-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. During the first quarter of 2021, the Company modified the definition of adjusted EBITDA to exclude the amortization of development advance notes to reflect how the Company’s chief operating decision maker reviews operating performance beginning in 2021. The Company has applied the modified definition of adjusted EBITDA to all periods presented.

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

(ed) 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) properties under affiliation agreements for which the Company receives a fee for reservation and/or other services provided.

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

(gf) 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.

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 charges,and other-related charges (including Revo-related charges), restructuring and relatedother-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, aswhile Hotel Franchising adjusted EBITDA and corporateCorporate 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 thisthese measuremeasures 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.

The table below presents our operating statistics for the years ended December 31, 20242025 and 2023.2024. “Rooms” represent the number of hotel rooms at the end of the period which are (i) either under franchise and/or management agreementsagreements, 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 propertiesrooms 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.

(ab)Excluding currency effects, international RevPAR increasedwas 8%flat and global RevPAR increaseddecreased 2%.3%.

Rooms as of December 31, 20242025 increased 4% compared to the prior year, driven byincluding 1% growth in the U.S. and 7% growth internationally. As expected, these increases included 4% growth in the higher RevPAR midscale and above segments in the U.S., along with 7% combined growth in ourCompany's higher RevPAR EMEA and Latin America regions.

Excluding currency effects, global RevPAR for the year ended December 31, 20242025 increaseddecreased 2%3% compared to the prior year, including flat4% RevPARdecline in the U.S. driven by lower average daily rate and occupancy, and was flat internationally due to stablecontinued occupancypricing power in our Latin America, EMEA and rate,Canada andregions, 8% growth internationally drivenoffset by sustained pricingpressure power.in Asia Pacific.

Global average royalty rate for the year ended December 31, 20242025 was 3.95%.4.0%, Globalwhich averageis royaltya rate increased 62 basis points compareddecline tofrom the prior year, including 10a 7 basis points increase in the U.S. and 12a 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.

•$10$12 million of lowerhigher separation-related costs,expenses primarily due to a benefit received in 2024 in connection with the reversal of a reserve in 2024spin-off related tomatter; the expiration of a tax matter associated with our spin-off;and

•$5$3 million of lowerhigher depreciationrestructuring and amortization.other-related costs; partially offset by

Interest expense, net during 2024 increased $22$15 million, or 22%,12% in 2025, compared to the prior year primarily due to a higher average debt balance.balance and higher weighted average interest rate.

Early extinguishment of debt was $3 million in both 2024 andwhich 2023was related to the repricing and refinancing of our term loan B, respectively.B.

Our effective tax rate decreasedincreased to 26.6% in 2025 from 21.5% in 2024 from 27.4% in 2023.2024. During 2024,2024 the effective tax rate was lower primarily due to tax credits received in Puerto Rico and a non-taxable reversal of a separation-related reserve. The 2023 effective tax rate was higher primarily from a foreign tax assessment that we are currently challenging.

As a result of these items, net income decreased $96 million during 2024 was unchanged year-over-year.2025.

•$29$32 million of higher fee-related revenues, beforeexcluding development advance note amortization, as discussed above; partially offset by

AdjustedCorporate adjusted EBITDA during 20242025 was unfavorablefavorable by $5$10 million compared to the prior year.year due to one-time variable cost reductions.

On December 31, 2024,2025, our global development pipeline consisted of approximately 2,1002,200 hotels and 252,000259,000 rooms, representing another record-high level and a 5%3% year-over-year increase, including 7%3% growth in both the U.SU.S. and 4% internationally. Approximately 70% of our pipeline is in the midscale and above segments and 17% is in the extended stay segment. Approximately 58%42% of our pipeline is international.in the U.S. Additionally, approximately 78%77% of our pipeline is new construction, of which approximately 35%36% has broken ground.

During the first quarter of 2024, wethe Company approved a restructuring plan focused on enhancing our organizational efficiency. As a result, during 2024, we incurred $15 million of restructuring expensesexpenses, relatingall toof 135which employeeswere 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, 20242025:

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

The table below presents our operating statistics for the three and six months ended MarchJune 31,30, 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.

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

RoomsGlobal rooms grew 3%, or 4% excluding Revo, compared to the prior year, including flat growth in the U.S.,U.S. whichand, includes8% theinternationally. expectedExcluding impactRevo, frominternational therooms lossgrew of10% legacyyear-over-year, affiliated rooms,including 12% direct-franchised growth in ourthe Company's Asia Pacific region and 9%11% growth in ourthe Company's higher RevPAR EMEA and Latin America regions.

Excluding currency effects, global RevPAR for the three months ended MarchJune 31,30, 2026 decreased by 1% compared to the prior year period, reflecting flat2% performancegrowth in the U.S. and 1%a 6% decline internationally. In the U.S., the year-over-year comparisonresults waswere impactedprimarily driven by approximately 40 basis points of unfavorable hurricane impacts related to first quarter 2025; excluding which, RevPAR increased approximately 10 basis points reflecting stabilized occupancy and ADR levels. Continuedcontinued strength across the Midwest and growth in Texas were partially offset by performance inTexas, Florida and California, which both improved sequentially yet declined year-over-year.California. Internationally, constant currency growth of 8%2% in Canada reflected significantsustained pricing power and continued demand growth,power, while growth of 5% in Southeast Asia and the Pacific Rim and 1% in EMEA, each primarily reflected improved demand. The growth in those regions was more than offset by softness in China where RevPAR improved over 500 basis points sequentially, yet declined 5% year-over-year, and Latin America, which declined 4% year-over-year7% primarily due to lower U.S. cross-border demand in Mexico.Mexico, EMEA which declined 6% year-over-year largely driven by the geopolitical conflict in the Middle East as well as softness from our Revo properties and a 5% decline in China primarily due to continued deflationary pricing pressure.

Net revenues for the three months ended MarchJune 31,30, 2026 increaseddecreased $11$22 million, or 3%,6%, compared to the prior-year period, primarily driven by:

•$6$20 million of higherlower marketing, reservation and loyalty revenues primarily due to higherthe loyaltyabsence revenueof pass-through revenues associated with our global franchisee conference in 2025; and

•$12$8 million of lower royalty and franchise fees primarily due to lower franchise fees and the deferral of fees from Revo.Revo; partially offset by

Total expenses for the three months ended MarchJune 31,30, 2026 increaseddecreased $9$46 million, or 4%,19%, compared to the prior-year period, primarily driven by:

•$7$31 million of lower marketing, reservation and loyalty expenses primarily due to the absence of pass-through expenses associated with our global franchisee conference in 2025 and timing of marketing spend.spending;

During firstsecond quarter 2026, marketing, reservation and loyalty revenues of $145 million exceeded marketing, reservation and loyalty expenses of $131 million exceededby $14 million; while in the second quarter 2025, marketing, reservation and loyalty revenues of $122$165 million by $9 million; while in the first quarter 2025,exceeded marketing, reservation and loyalty expenses of $138 million exceeded marketing, reservation and loyalty revenues of $116$162 million by $22$3 million.

Interest expense, net for the three months ended MarchJune 31,30, 2026 increased $1$2 million, or 3%,6%, compared to the prior-year period, primarily due to alower higherinterest average debt balance.income.

Our effective tax rates were 23.8%26.1% and 22.8%25.0% during the three months ended MarchJune 31,30, 2026 and 2025, respectively. During 2026, the effective tax rate was higher primarily due to a lower tax benefit associated with stock-basedstate compensation.legislative changes.

As a result of these items, net income for the three months ended MarchJune 31,30, 2026 wasincreased flat$15 million compared to the prior-year period.

Following is a discussion of the results of our Hotel Franchising segment and Corporate for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025:

Hotel franchising net revenues increaseddecreased $11$22 million, or 3%,6%, compared to the prior-year period, as discussed above.

Hotel franchising adjusted EBITDA increased $13$11 million, or 8%,5%, compared to the prior-year period, primarily driven by: timing of marketing spend.

Corporate adjusted EBITDA was unfavorablefavorable by $2$6 million compared to the prior-year period.period primarily due to timing of variable costs.

On MarchJune 31,30, 2026, our global development pipeline consisted of over 2,200 hotels and overapproximately 259,000261,000 rooms, representing another record-high level and a 3%4% year-over-year increase, excluding Revo, including 3%2% growth in the U.S. and 2%5% internationally.internationally, excluding Revo. Approximately 70%69% of our pipeline is in the midscale and above segments and 17% is in the extended stay segment. Approximately 43%42% of our pipeline is in the U.S. Additionally, approximately 77%78% of our pipeline is new construction, of which 35% have broken ground. Rooms under construction grew 3%4% year-over-year. Our pipeline carries a fee-per-available-room (“FeePAR”) premium of approximately 30% to existing domestic and international systems.

During the first quarter of 2026, we approved a restructuring plan that will commencecommenced in the second quarter of 2026 andwhich will focusfocuses on transitioning certain functions to a global shared service center. As a result, during the three and six months ended June 30, 2026, we incurred $4 million and $6 million, respectively, of restructuring and other-related expenses relating to the 2026 plan, impacting 39 employees. We anticipate that this restructuring should result in approximately $8 - $10 million of costs during 2026 and approximately $5 million of annualized savings. During the first quarter 2026, we incurred $2 million in professional fees associated with other-related restructuring activities under the 2026 plan. Such costs were included in the restructuring liability as of March 31, 2026.

During the second quarter of 2025, we approved a restructuring plan focused on streamlining our organizational structure, primarily within our marketing, reservation and loyalty functions. As a result, we incurred $3$1 million and $4 million of restructuring expenses during the three and six months ended MarchJune 31,30, 2026, respectively, and $13 million during both the three and six months ended June 30, 2025 relating to the 2025 plan. Such charges were primarily in our Hotel Franchising segment and impacting a total of 202 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.

The following table presents activity for the threesix months ended MarchJune 31,30, 2026:

(bc)Reported within accrued expenses and other current liabilities of $7$8 million and other non-current liabilities of $3$2 million as of MarchJune 31,30, 2026 on the Condensed Consolidated Balance Sheets.

Total assets increased $66$150 million from December 31, 2025 to MarchJune 31,30, 2026 primarily related to an increase in prepaidtrade expenses,receivables, the$20 non-cash hotel acquisitionsmillion of Revorestricted cash received in 2026 related to Revo, assets of two hotels which we took ownership of associated with Revo and an increase in development advance notes in support of our growth strategy. Total liabilities increased $87$138 million from December 31, 2025 to MarchJune 31,30, 2026 primarily related to a $90$115 million increase in our outstanding debt.debt including $14 million associated with the owned hotel transaction. Total equity decreasedincreased $21$12 million from December 31, 2025 to MarchJune 31,30, 2026 primarily due to $51our net income and other comprehensive income, partially offset by $105 million of stock repurchases and $33$66 million of dividends declared, partially offset by our net income.declared.