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What changed in WYNDHAM HOTELS & RESORTS, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of WYNDHAM HOTELS & RESORTS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+258 added−221 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-13)

Top changes in WYNDHAM HOTELS & RESORTS, INC.'s 2025 10-K

258 paragraphs added · 221 removed · 191 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeSome risks that we consider include: • Current and emerging regulations, including those pertaining to climate-related risks and opportunities, energy efficiency, energy and GHG emissions reporting and green building codes and standards at the local, state, and national levels, are considered as risks for franchised businesses. • Acute physical risks (extreme weather events), including hurricanes and wildfires, are increasing in frequency and can impact travel demand in specific markets, supply chains and cause physical damage to a franchisee's assets. • Chronic physical risks, such as rising sea levels, rising mean temperatures, changes in precipitation patterns (including droughts) and extreme variability in weather patterns, can influence demand for travel and tourism in key markets adversely by decreasing revenue and/or causing property damage for franchisees.
Biggest changeSome risks that we consider include: • Acute physical risks (extreme weather events), including hurricanes and wildfires, are increasing in frequency and can impact travel demand in specific markets, supply chains and cause physical damage to a franchisee's assets. • Chronic physical risks, such as rising sea levels, rising mean temperatures, changes in precipitation patterns (including droughts) and extreme variability in weather patterns, could impact travel demand generally, lead to supply chain interruptions, cause damage to franchisees’ physical assets, or adversely impact the accessibility or desirability of travel to certain locations. • Current and emerging regulations, including those pertaining to climate-related risks and opportunities, energy efficiency, energy and GHG emissions reporting and green building codes and standards at the local, state, and national levels, which can pose a risk to our franchised properties, managed properties internationally, and suppliers.
To encourage all our team members to lead healthier lifestyles while balancing family, work and other responsibilities, we offer several resources under our Be Well program, including both virtual and in-person wellness services, an onsite fitness facility and a Wyndham Relief Fund to help employees who are facing financial hardship.
To encourage all our team members to lead healthier lifestyles while balancing family, work and other responsibilities, we offer several resources under our Be Well program, including both virtual and in-person wellness services, an onsite fitness facility and a Wyndham Relief Fund to help employees globally who are facing financial hardship.
Our Guest Loyalty Program Wyndham Rewards is our award-winning guest loyalty program that supports our portfolio of brands. The program generates significant repeat business by rewarding guests with points for each qualified stay at all of our participating properties.
Our Guest Loyalty Program Wyndham Rewards is our award-winning guest loyalty program that supports our portfolio of brands. The program generates significant repeat business by rewarding guests with points for each qualified stay at our participating properties.
Melancon previously served as Regional Employee Relations Manager of La Quinta from March 2015 to July 2016. Prior to joining La Quinta, Ms. Melancon served 15 years in various human resource positions of increasing responsibility at Target Corporation. Nicola Rossi , 58, serves as our Chief Accounting Officer. From July 2006 to May 2018, Mr.
Melancon previously served as Regional Employee Relations Manager of La Quinta from March 2015 to July 2016. Prior to joining La Quinta, Ms. Melancon served 15 years in various human resource positions of increasing responsibility at Target Corporation. Nicola Rossi , 59, serves as our Chief Accounting Officer. From July 2006 to May 2018, Mr.
Rossi was Corporate Controller and from June 1999 to March 2000 was Assistant Corporate Controller of Jacuzzi Brands, Inc. Mr. Rossi began his career as an independent auditor at Deloitte & Touche LLP. Scott R. Strickland , 54, serves as our Chief Commercial Officer. From November 2023 to April 2024, Mr. Strickland served as our Chief Information and Distribution Officer.
Rossi was Corporate Controller and from June 1999 to March 2000 was Assistant Corporate Controller of Jacuzzi Brands, Inc. Mr. Rossi began his career as an independent auditor at Deloitte & Touche LLP. Scott R. Strickland , 55, serves as our Chief Commercial Officer. From November 2023 to April 2024, Mr. Strickland served as our Chief Information and Distribution Officer.
Cash was an associate at the law firm Pünder, Volhard, Weber & Axster in Frankfurt, Germany. Monica Melancon , 57, serves as our Chief Human Resource Officer. From March 2020 to February 2021, Ms. Melancon served as Group Vice President, Human Resources – Managed. Ms.
Cash was an associate at the law firm Pünder, Volhard, Weber & Axster in Frankfurt, Germany. Monica Melancon , 58, serves as our Chief Human Resource Officer. From March 2020 to February 2021, Ms. Melancon served as Group Vice President, Human Resources – Managed. Ms.
These experiences include on-the-job practice, coaching and counseling, effective performance appraisals and honest, timely feedback as well as a vast array of formal leadership programs. Wyndham University, our global learning system, provides our team members with access to a robust learning library that is flexible and accessible to help our team members learn, grow and thrive.
These experiences include on-the-job practice, coaching and counseling, effective performance appraisals and honest, timely feedback as well as a vast array of formal leadership programs. Wyndham 7 Table of Contents University, our global learning system, provides our team members with access to a robust learning library that is flexible and accessible to help our team members learn, grow and thrive.
Our 25 brands are primarily located in secondary and tertiary cities and approximately 80% of the U.S. population lives within ten miles of at least one of our affiliated hotels. Our mission is to make hotel travel possible for all. Wherever people go, Wyndham will be there to welcome them.
Our 25 brands are primarily located in secondary and tertiary cities and approximately 80% of the U.S. population lives within ten miles of at least one of our affiliated hotels. Our mission is to make hotel travel possible 2 Table of Contents for all. Wherever people go, Wyndham will be there to welcome them.
Our franchise sales team consists of over 170 professionals throughout the world. Our sales team is focused on growing our franchise business through conversions of existing branded and independent hotels and partnering with developers to brand newly constructed hotels.
Our franchise sales team consists of approximately 170 professionals throughout the world. Our sales team is focused on growing our franchise business through conversions of existing branded and independent hotels and partnering with developers to brand newly constructed hotels.
While we continue to be recognized for our high level of engagement, we consistently encourage 7 Table of Contents open communication, collaboration and mutual respect among all team members. We bolster our efforts to recruit, retain and promote top-tier talent– all to inspire our people to contribute to meaningful change in our company, our industry, our communities and the world.
While we continue to be recognized for our high level of engagement, we consistently encourage open communication, collaboration and mutual respect among all team members. We bolster our efforts to recruit, retain and promote top-tier talent– all to inspire our people to contribute to meaningful change in our company, our industry, our communities and the world.
Ballotti , 63, serves as our President and Chief Executive Officer and member of our Board. From March 2014 to May 2018, Mr. Ballotti served as President and Chief Executive Officer of Wyndham Hotel Group. From March 2008 to March 2014, Mr. Ballotti served as Chief Executive Officer of Wyndham Destination Network. From October 2003 to March 2008, Mr.
Ballotti , 64, serves as our President and Chief Executive Officer and member of our Board. From March 2014 to May 2018, Mr. Ballotti served as President and Chief Executive Officer of Wyndham Hotel Group. From March 2008 to March 2014, Mr. Ballotti served as Chief Executive Officer of Wyndham Destination Network. From October 2003 to March 2008, Mr.
Wyndham has eight global enterprise resource groups (formerly affinity business groups). These groups serve as supportive networks, driving talent and leadership development and empowering team members to support the business, the communities in which we operate and each other. Members of our executive committee serve as sponsors of the enterprise resource groups.
Wyndham has eight global enterprise resource groups. These groups serve as supportive networks, driving talent and leadership development and empowering team members to support the business, the communities in which we operate and each other. Members of our executive committee and senior leadership serve as sponsors of the enterprise resource groups.
Cash served as Executive Vice President and General Counsel of Wyndham Hotel Group. From April 2005 to September 2017, Mr. Cash served as Executive Vice President and General Counsel and in legal executive positions with increasing leadership responsibility for Wyndham Destination Network. From January 2003 to April 2005, Mr.
From April 2005 to September 2017, Mr. Cash served as Executive Vice President and General Counsel and in legal executive positions with increasing leadership responsibility for Wyndham Destination Network. From January 2003 to April 2005, Mr.
Through the Wyndham Green Program, we support franchisees by helping them to reduce operating costs through efficiency measures, drive revenue from environmentally conscious travelers, and remain competitive in the market, while 8 Table of Contents increasing brand loyalty.
Through the Wyndham Green Program, we support franchisees by helping them to reduce operating costs through efficiency measures, drive revenue from environmentally conscious travelers, and remain competitive in the market, while increasing brand loyalty.
Our philanthropy captures the dedication of our team members, leaders and business partners who have pledged to make lasting, important contributions to the communities in which we operate. HUMAN CAPITAL As of December 31, 2024, we had approximately 2,200 employees, consisting of approximately 1,000 employees outside of the United States.
Our philanthropy captures the dedication of our team members, leaders and business partners who have pledged to make lasting, important contributions to the communities in which we operate. HUMAN CAPITAL As of December 31, 2025, we had approximately 2,000 employees, consisting of approximately 900 employees outside of the United States.
Members can use points for stays at over 60,000 hotels, vacation club resorts and vacation rentals globally as well as merchandise, gift cards, airlines, charities, and tours and activities. Affiliation with our loyalty programs encourages members to allocate more of their travel spending to our hotels.
Members can use points for stays at thousands of hotels, vacation club resorts and vacation rentals globally as well as experiences, merchandise, gift cards, airlines, charities, and tours and activities. Affiliation with our loyalty programs encourages members to allocate more of their travel spending to our hotels.
HUMAN RIGHTS Human rights are a basic right entitled to all. We remain committed to the well-being and safety of our team members, guests and all those that connect to our industry. In 2024, we continued to donate and encourage our team members and approximately 114 million enrolled Wyndham Rewards members to support humanitarian causes around the world.
HUMAN RIGHTS Human rights are a basic right entitled to all. We remain committed to the well-being and safety of our team members, guests and all those that connect to our industry. In 2025, we continued to donate and encourage our team members and over 122 million enrolled Wyndham Rewards members to support humanitarian causes around the world.
Under these agreements, our direct franchisees generally pay us a royalty fee of approximately 5% of gross room revenue and a marketing and reservation fee of 3% to 5% of gross room revenue. We occasionally provide financial support in the form of loans or development advances to help generate new business.
Under these agreements, our direct franchisees generally pay us a royalty fee of approximately 5% of gross room revenue and a marketing and reservation fee of 2% to 4% of gross room revenue. We also strategically provide financial support in the form of development advances or loans to help generate new business.
Item 1. Business. Wyndham Hotels & Resorts, Inc. (“Wyndham Hotels”, the “Company”, “we”, “our” or “us”) is the world’s largest hotel franchising company by number of franchised properties, with approximately 9,300 affiliated hotels with approximately 903,000 rooms located in over 95 countries and welcoming approximately 135 million guests annually worldwide. We operate a hotel portfolio of 25 brands.
Item 1. Business. Wyndham Hotels & Resorts, Inc. (“Wyndham Hotels”, the “Company”, “we”, “our” or “us”) is the world’s largest hotel franchising company by number of franchised properties, with over 8,300 affiliated hotels and approximately 869,000 rooms located in approximately 100 countries and welcoming approximately 138 million guests annually worldwide. We operate a hotel portfolio of 25 brands.
As of December 31, 2024, approximately 42% of our pipeline was located in the U.S. and 58% was located internationally; 78% of our pipeline was for new construction properties, of which 35% have broken ground and 22% represented conversion opportunities. Approximately 70% of our pipeline is for midscale and above hotels and 17% is in the extended stay segment.
As of December 31, 2025, approximately 42% of our pipeline was located in the U.S. and 58% was located internationally; 77% of our pipeline was for new construction properties, of which 36% have broken ground and 23% represented conversion opportunities. Approximately 70% of our pipeline is for midscale and above hotels and 17% is in the extended stay segment.
Our focus includes: • Embarking on a long-term journey to help our franchisees reduce their GHG emissions in alignment with efforts to limit the rise in global temperatures in part by providing tools and best practices through our Wyndham Green Program. • Promoting best practices around water conservation at these hotels through our Wyndham Green Program; supporting the access to clean water through our community partnerships; and reducing single-use plastics to promote clean waterways and oceans. • Sharing best practices around waste diversion through our Wyndham Green Program to reduce waste sent to landfills and the environmental impact. • Promoting and expanding best practices for biodiversity protection across Wyndham's franchised hotels; engaging with suppliers to make a meaningful impact to protect forests and biodiversity.
Our focus remains: • Embarking on a journey to help our franchisees reduce their greenhouse gas (“GHG”) emissions in alignment with efforts to limit the rise in global temperatures. • Promoting best practices around water conservation at these hotels; supporting the access to clean water through our community partnerships; and reducing single-use plastics to promote clean waterways and oceans. • Sharing best practices around waste diversion to reduce waste sent to landfills and the environmental impact. • Promoting and expanding best practices for biodiversity protection across Wyndham’s franchised hotels; engaging with suppliers to make a meaningful impact to protect forests and biodiversity.
The Wyndham Green Program consists of our internal certification with best practices to address energy and water conservation, waste diversion, responsible purchasing, as well as guest, team member and franchisee education and engagement and other operational best practices, and an environmental management tool that tracks, measures and reports environmental performance data to help franchisees improve energy efficiency, reduce greenhouse gas or (“GHG”), emissions, conserve water, and reduce waste – thus minimizing environmental impact.
The Wyndham Green Program consists of a sustainability guide with best practices to address energy and water conservation, waste diversion, responsible purchasing, as well as guest, team member and franchisee education and engagement and other operational best practices, and an online environmental management tool that tracks, measures and reports environmental performance data to help franchisees improve energy efficiency, reduce GHG, emissions, conserve water, and reduce waste – thus minimizing environmental impact.
(b) The reconciliation of Hotel Franchising net income to Hotel Franchising adjusted EBITDA is as follows: Year Ended December 31, (in millions) 2024 (a) 2023 (a) 2022 2021 2020 Hotel Franchising net income $ 628 $ 606 $ 583 $ 503 $ 103 Depreciation and amortization 62 67 63 60 63 Stock-based compensation expense 27 25 21 18 13 Development advance notes amortization 24 15 12 11 9 Restructuring costs 14 — — — 15 Impairments, net 12 — — — 189 Foreign currency impact of highly inflationary countries — 14 — — — Hotel Franchising adjusted EBITDA $ 767 $ 727 $ 679 $ 592 $ 392 ______________________ (a) For 2024 and 2023, the Hotel Franchising segment includes the former Hotel Management segment, which is primarily comprised of our remaining international full-service managed business.
(b) The reconciliation of Hotel Franchising net income to Hotel Franchising adjusted EBITDA is as follows: Year Ended December 31, (in millions) 2025 (a) 2024 (a) 2023 (a) 2022 2021 Hotel Franchising net income $ 490 $ 628 $ 606 $ 583 $ 503 Depreciation and amortization 57 62 67 63 60 Stock-based compensation expense 25 27 25 21 18 Development advance notes amortization 32 24 15 12 11 Impairments (b) 86 12 — — — Revo-related charges (b) 74 — — — — Restructuring and other-related costs 16 14 — — — Transaction-related 1 Foreign currency impact of highly inflationary countries — — 14 — — Hotel Franchising adjusted EBITDA $ 781 $ 767 $ 727 $ 679 $ 592 ______________________ (a) For 2025, 2024 and 2023, the Hotel Franchising segment includes the former Hotel Management segment, which is primarily comprised of our remaining international full-service managed business.
We boast a remarkably asset-light business model dramatically limiting our capital needs and our exposure to the rising wage environment. 2 Table of Contents Our widely recognized brands with select-service focus offer a breadth of options for franchisees and a wide range of price points and experiences for our guests.
We boast a remarkably asset-light business model dramatically limiting our capital needs. Our widely recognized brands with select-service focus offer a breadth of options for franchisees and a wide range of price points and experiences for our guests.
We are a global leader in the economy and midscale chain scales where our brands represent approximately 30% of branded rooms in the United States. Additionally, we have a strong presence in the upper midscale chain scale.
We are a global leader in the economy, midscale and upper midscale chain scales where our brands represent approximately 19% of branded rooms in the United States.
Enterprise risks, including those related to sustainability, climate and energy, are identified and assessed on an ongoing basis. We review climate-related risks using the TCFD recommendations on an annual basis, which include both transition and physical risks.
We continually monitor and prioritize climate-related risks based on the financial and strategic impacts on our business. Enterprise risks, including those related to sustainability, climate and energy, are identified and assessed on an ongoing basis. We review climate-related risks using the TCFD recommendations on an annual basis, which include both physical and transition risks.
One master franchisor in China for the Super 8 brand accounts for 12% of our hotels. Apart from this relationship, no one franchisee accounts for more than 2% of our hotels. 10 Table of Contents SEASONALITY While the hotel industry is seasonal in nature, periods of higher revenues vary property-by-property and performance is dependent on location and guest base.
No one franchisee accounts for more than 2% of our over 8,300 hotels. 10 Table of Contents SEASONALITY While the hotel industry is seasonal in nature, periods of higher revenues vary property-by-property and performance is dependent on location and guest base.
The potential effect of these conditions on our performance is substantially reduced by virtue of the diverse locations of our affiliated hotels and by the scale of our base. Our system is dispersed among approximately 6,200 franchisees, which reduces our exposure to any one franchisee.
A franchisee’s success may also be affected by general, regional and local economic conditions. The potential effect of these conditions on our performance is substantially reduced by virtue of the diverse locations of our affiliated hotels and by the scale of our base. Our system is dispersed among over 6,200 franchisees, which reduces our exposure to any one franchisee.
As a hospitality company, service and volunteering is deeply rooted in our history and corporate culture. Our teams and franchisees around the world actively engage in their communities, generously giving in ways that enhance the lives of others. We support various charitable programs, including youth and education, military, community and environmental programs.
Our teams and franchisees around the world actively engage in their communities, generously giving in ways that enhance the lives of others. We support various charitable programs, including youth and education, military, community and environmental programs.
The following charts illustrate our system size (by rooms) as of December 31, 2024: ______________________ * Royalty contribution by geography for 2024 was as follows: U.S. 78%, Canada 5%, EMEA 8%, LATAM 3%, and Asia Pacific 6%. ** LATAM is representative of Latin America and the Caribbean. *** EMEA is representative of Europe, the Middle East, Eurasia and Africa. 3 Table of Contents As of December 31, 2024, our brand portfolio consisted of the following: Global Full Year RevPAR North America Asia Pacific U.S.
The following charts illustrate our system size (by rooms) as of December 31, 2025: ______________________ (a) Royalty contribution by geography for 2025 was as follows: U.S. 77%, Canada 6%, EMEA 8%, LATAM 3%, and Asia Pacific 6%. (b) EMEA is representative of Europe, the Middle East, Eurasia and Africa. (c) LATAM is representative of Latin America and the Caribbean.
All team members are expected to embrace our shared values and principles and do their part in maintaining the highest ethical standards and behavior as we grow in communities worldwide. Career Development Our team members’ career development is key to our ability to attract, reward, and retain the best talent and a top priority at Wyndham.
All team members are expected to embrace our shared values and principles and do their part in maintaining the highest ethical standards and behavior as we grow in communities worldwide.
It was an integral part of Wyndham Worldwide Corporation and its predecessor from 1997 to 2018. Wyndham Hotels became an independent, public company in May 2018 when it was spun-off from Wyndham Worldwide, now known as Travel + Leisure Co. (“Travel + Leisure”). COMPETITION We encounter competition among hotel franchisors and lodging operators.
Wyndham Hotels became an independent, public company in May 2018 when it was spun-off from Wyndham Worldwide, now known as Travel + Leisure Co. (“Travel + Leisure”). COMPETITION We encounter competition among hotel franchisors and lodging operators. We believe franchisees make decisions based principally upon the perceived value and quality of the brand and the services offered.
Prior to joining Starwood Hotels and Resorts Worldwide, Mr. Ballotti was a Banking Officer in the Commercial Real Estate Group at the Bank of New England. Michele Allen , 50, serves as our Chief Financial Officer and Head of Strategy. From December 2019 to February 2024, Ms. Allen served as our Chief Financial Officer.
Prior to joining Starwood Hotels and Resorts Worldwide, Mr. Ballotti was a Banking Officer in the Commercial Real Estate Group at the Bank of New England. Kurt Albert , 39, serves as our Interim Chief Financial Officer. From May 2024 to November 2025, Mr. Albert served as Senior Vice President, Treasurer and Head of Financial Partnerships & Planning.
It has won more than 100 awards and accolades in recent years and was recently ranked #1 “Best Hotel Loyalty Program” in USA TODAY 10 Best Readers’ Choice Awards for seven consecutive years and as one of the “Best Travel Rewards Programs” by US News & World Report for ten years running. Wyndham Rewards has approximately 114 million enrolled members.
For the past eight consecutive years, it has been named the #1 “Best Hotel Loyalty Program” in the USA TODAY 10 Best Readers’ Choice Awards and for the past 11 consecutive years, one of the “Best Travel Rewards Programs” by US News & World Report. Wyndham Rewards has over 122 million enrolled members.
We license our brands and associated trademarks to approximately 6,200 franchisees globally, which provides for a highly diversified owner base with limited concentration. Our franchisees range from sole proprietors to institutional investors such as public real estate investment trusts. Our franchise agreements are typically 10 to 20 years in length, providing significant visibility into future cash flows.
Our franchisees range from sole proprietors to institutional investors such as public real estate investment trusts. Our franchise agreements are typically 10 to 20 years in length, providing significant visibility into future cash flows.
As part of our giving efforts, Wyndham Rewards and its members have donated over 200 million points since inception to various non-profit organizations, including organizations supporting humanitarian causes to redeem for travel and other related goods and services.
As part of our giving efforts, Wyndham Rewards and its members have donated over 225 million points since inception to various non-profit organizations, including organizations supporting humanitarian causes to redeem for travel and other related goods and services. 8 Table of Contents ENVIRONMENTAL IMPACT As the world’s largest hotel franchising company, we have the opportunity to make a meaningful impact on the world and we take that opportunity seriously.
These accolades build on our growing resume of workplace awards. Throughout our value chain, from team members, franchisees, partners and suppliers to the community and our guests, together we strive to create an environment where everyone feels valued, inspired and highly engaged.
Throughout our value chain, from team members, franchisees, partners and suppliers to the community and our guests, together we strive to create an environment where everyone feels valued, inspired and highly engaged. Wellness: Our “Be Well” Program We are committed to offering programs that focus on the total well-being of all our team members.
We aim to ensure that wherever people travel, Wyndham is there to welcome them. Operating under an asset-light business model, we generate significant cash flow, which allows us to invest in growth opportunities, strengthen our competitive position, and return capital to shareholders.
Operating under an asset-light, highly resilient, fee-based franchise business model, we generate high margins and significant cash flows, which allows us to invest in growth opportunities, strengthen our competitive position, and return capital to shareholders.
Now more than ever, we must help ensure the future remains bright for travelers around the world. As the world’s largest hotel franchising company by number of franchised properties, we have a unique opportunity to make a meaningful impact on the world while advancing our mission to make hotel travel possible for all.
As the world’s largest hotel franchising company by number of franchised properties, we have a unique opportunity to make a meaningful impact on the world while advancing our mission to make hotel travel possible for all. As a hospitality company, service and volunteering is deeply rooted in our history and corporate culture.
Our 2024 ESG Report, which is available on our corporate website and not incorporated by reference into this Annual Report, contains additional information regarding our commitment to social responsibility and sustainability. 9 Table of Contents OUR HISTORY Our business was initially incorporated as Hospitality Franchise Systems, Inc. in 1990 to acquire the Howard Johnson brand and the franchise rights to the Ramada brand in the United States.
Our 2025 Corporate Responsibility Report, which is available on our corporate website and not 9 Table of Contents incorporated by reference into this Annual Report, contains additional information regarding our commitment to social responsibility and sustainability.
We continue to encourage and share opportunities to increase efficiencies and the usage of renewable energy where feasible with franchisees as we update our decarbonization plans with longer term targets in alignment with climate science. We continually monitor and prioritize climate-related risks based on the financial and strategic impacts on our business.
We remain committed to helping our franchisees reduce the energy, water and carbon footprints of their hotels as we work towards achieving our environmental targets. We continue to encourage and share opportunities to increase efficiencies and the usage of renewable energy where feasible with franchisees as we update our decarbonization plans with longer term targets in alignment with climate science.
The ability of an individual franchisee to compete may be affected by the location and quality of its property, the number of competitors in the vicinity, community reputation and other factors. A franchisee’s success may also be affected by general, regional and local economic conditions.
We further believe that the perceived value of a brand name is partially a function of the success of the existing hotels franchised under the brand. The ability of an individual franchisee to compete may be affected by the location and quality of its property, the number of competitors in the vicinity, community reputation and other factors.
Our members accounted for over 37% of check-ins at our affiliated hotels globally and over 50% in the United States. Total membership grew 8% annually in 2024, 2023 and 2022, with approximately 8 million new enrolled members added in 2024.
Our members accounted for over 37% of check-ins at our hotels globally and over 53% in the United States. Total membership grew 7% in 2025 and 24% since the end of 2022.
Wellness: Our “Be Well” Program We are committed to offering programs that focus on the total well-being of all our team members. We also understand that nutrition, exercise, lifestyle management, physical, mental, and emotional wellness, financial health and the quality of the environment in which we work and live are also critical priorities for each of our team members.
We also understand that nutrition, exercise, lifestyle management, physical, mental, and emotional wellness, financial health and the quality of the environment in which we work and live are also critical priorities for each of our team members. We believe that health and wellness promote both professional and personal productivity, achievement, and fulfillment, ultimately making us stronger across the organization.
Our company was named to the 2024 Top 50 Companies for Workplace Fairness by Fair360. We were further named to the Newsweek 2024 List of America’s Most Loved Workplaces for the fourth consecutive year and named one of the 2024 Best Places to Work in New Jersey by New Jersey Business Magazine for the fifth consecutive year.
Our company was named to the Newsweek 2025 Global Most Loved Workplaces for the third consecutive year and named one of the 2025 Best Places to Work in New Jersey by New Jersey Business Magazine for the sixth consecutive year. These accolades build on our growing resume of workplace awards.
These funds are applied to reimburse hotels and partners for Wyndham Rewards points redemptions by loyalty members and to pay for administrative expenses and marketing initiatives that support the program. 5 Table of Contents OUR FRANCHISING BUSINESS Hotel Franchising Segment Net Income and Adjusted EBITDA (a) ($ in millions) ______________________ (a) See Part II Item 7.
These funds are applied to reimburse hotels and partners for Wyndham Rewards points redemptions by loyalty members and to pay for administrative expenses and marketing initiatives that support the program. 5 Table of Contents OUR FRANCHISING BUSINESS We license our brands and associated trademarks to over 6,200 franchisees globally, which provides for a highly diversified owner base with limited concentration.
In addition to a regional presence in the United States, we currently have sales teams located in England, Turkey, United Arab Emirates, China, Singapore, Canada, India, Mexico, Brazil, Argentina, Colombia and Australia. Our international presence in key countries allows us to quickly adapt to changes in the increasingly dynamic global marketplace and to capitalize on new opportunities as they emerge.
In addition to a regional presence in the United States, we currently have sales teams located in Turkey, United Arab Emirates, Egypt, China, Singapore, Canada, India, Mexico, Brazil, Argentina, Colombia, Germany, France, Spain, Georgia, Greece and Australia.
Infrastructure and Chips Acts. 6 Table of Contents • Expand ancillary revenue streams by enhancing co-branded credit card offerings, introducing new products and services, and strengthening strategic marketing partnerships, including our licensing partnership with Travel + Leisure Co. • Enhance franchisee profitability by optimizing top-line performance, lowering on-property labor and operating costs, and elevating the guest experience through continuous digital innovation. • Maintain disciplined capital allocation by investing in strategic growth opportunities, including M&A, and returning capital to shareholders.
Our mission and vision are supported by the following strategic goals and objectives: • Grow our system-wide rooms by approximately 4.0% - 4.5% in 2026. • Invest in high FeePAR (RevPAR + royalty rates) growth by targeting additions with attractive RevPAR and royalty rates, while continuing to establish a market leading position in the extended stay segment. 6 Table of Contents • Offer a robust loyalty rewards program to drive guest retention and engagement. • Capitalize on opportunities created through significant public and private sector investment in infrastructure and artificial intelligence. • Capture ancillary revenue growth opportunities by enhancing co-branded credit card offerings, introducing new products and services, and strengthening strategic partnerships and affiliations, including our licensing partnership with Travel + Leisure Co. • Improve franchisee profitability by optimizing top-line performance, lowering on-property labor and operating costs, and elevating the guest experience through continuous digital innovation. • Maintain a disciplined approach to capital allocation by investing in strategic growth opportunities, including M&A, and returning capital to shareholders.
Wyndham Rewards has been recognized as one of the simplest, most rewarding loyalty programs in the hotel industry, providing more value to members than any other program.
Wyndham Rewards is recognized as one of the simplest, most rewarding loyalty programs in the hotel industry, receiving more than 125 awards and accolades over the last decade.
From 1999 to August 2006, Ms. Allen served in 11 Table of Contents positions of increasing responsibility at Wyndham Worldwide’s predecessor. Ms. Allen began her career as an independent auditor at Deloitte & Touche LLP. Paul F. Cash , 55, serves as our General Counsel, Chief Compliance Officer and Corporate Secretary. From October 2017 to May 2018, Mr.
From July 2009 to December 2017, Mr. Albert served in positions of increasing responsibility for Wyndham Hotel Group. Paul F. Cash , 56, serves as our General Counsel, Chief Compliance Officer and Corporate Secretary. From October 2017 to May 2018, Mr. Cash served as Executive Vice President and General Counsel of Wyndham Hotel Group.
Management’s Discussion and Analysis of Financial Condition and Results of Operations for our definition of Hotel Franchising adjusted EBITDA. Hotel Franchising adjusted EBITDA has been recasted to conform with the current year presentation for 2020. The 2020 Hotel Franchising net income and adjusted EBITDA was impacted by COVID-19.
Hotel Franchising Segment Net Income and Adjusted EBITDA (a) ($ in millions) ______________________ (a) See Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for our definition of Hotel Franchising adjusted EBITDA.
OUR STRATEGY Wyndham Hotels & Resorts is the world's largest hotel franchisor by number of franchised properties with approximately 9,300 hotels across 25 brands in more than 95 countries. Our mission is to make hotel travel possible for all while delivering the best value to both our owners and guests.
Our mission is to make hotel travel possible for all while delivering the best value to both our owners and guests. We aim to ensure that wherever people travel, Wyndham is there to welcome them.
NM - not meaningful. 4 Table of Contents The following table presents the changes in our portfolio for the last three years: As of December 31, 2024 2023 2022 Properties Rooms Properties Rooms Properties Rooms Beginning balance 9,178 871,800 9,059 842,500 8,950 810,100 Additions 515 68,700 500 66,000 490 70,400 Deletions (407) (37,500) (381) (36,700) (381) (38,000) Ending balance 9,286 903,000 9,178 871,800 9,059 842,500 In addition to our current hotel portfolio, we have approximately 2,100 properties and 252,000 rooms in our development pipeline throughout 66 countries.
Prior year reported properties for 2024 and 2023 were 9,286 and 9,178, respectively and rooms for 2024 and 2023 were 903,000 and 871,800, respectively. In addition to our current hotel portfolio, we have approximately 2,200 properties and 259,000 rooms in our development pipeline throughout 63 countries.
We engage team members, owners and operators around the world to uphold and leverage our core values to think globally and execute locally.
We are committed to operating our business in a way that is socially, ethically and environmentally responsible. We engage team members, owners and operators worldwide to embrace our core values, enabling them to think globally while taking action locally.
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Canada Greater China Rest of Asia EMEA LATAM Total Economy Super 8 $ 28.06 Properties 1,375 117 1,108 1 14 1 2,616 Rooms 82,332 7,545 67,248 50 2,053 50 159,278 Days Inn $ 39.32 Properties 1,235 107 97 10 56 10 1,515 Rooms 88,460 8,516 13,398 1,250 3,451 819 115,894 Travelodge $ 39.63 Properties 328 95 — — — — 423 Rooms 22,231 7,361 — — — — 29,592 Microtel $ 46.26 Properties 285 27 25 15 — 8 360 Rooms 20,149 2,368 2,880 1,118 — 955 27,470 Howard Johnson $ 29.47 Properties 139 18 84 5 7 39 292 Rooms 11,043 1,181 24,048 2,357 790 2,664 42,083 Total Economy $ 34.01 Properties 3,362 364 1,314 31 77 58 5,206 Rooms 224,215 26,971 107,574 4,775 6,294 4,488 374,317 Midscale La Quinta $ 64.06 Properties 884 2 4 3 6 10 909 Rooms 84,377 133 925 550 947 1,161 88,093 Ramada $ 36.83 Properties 264 76 150 72 256 32 850 Rooms 29,628 7,185 29,665 13,587 34,170 4,689 118,924 Baymont $ 40.62 Properties 547 8 — — — 1 556 Rooms 41,115 501 — — — 118 41,734 AmericInn $ 56.63 Properties 226 — — — — — 226 Rooms 13,579 — — — — — 13,579 Wingate $ 56.26 Properties 189 8 13 — — — 210 Rooms 16,331 823 1,833 — — — 18,987 Wyndham Alltra $ 192.07 Properties — — — — — 4 4 Rooms — — — — — 1,170 1,170 Wyndham Garden $ 42.35 Properties 71 4 43 17 28 26 189 Rooms 10,719 696 8,669 3,676 4,361 3,506 31,627 Ramada Encore $ 28.93 Properties — — 34 11 32 8 85 Rooms — — 4,591 2,814 3,682 1,114 12,201 Trademark Collection $ 62.27 Properties 91 17 — 18 130 27 283 Rooms 13,036 2,433 — 2,195 17,476 7,836 42,976 TRYP $ 58.73 Properties 8 — 2 4 25 16 55 Rooms 841 — 201 613 3,574 1,914 7,143 Total Midscale $ 49.22 Properties 2,280 115 246 125 477 124 3,367 Rooms 209,626 11,771 45,884 23,435 64,210 21,508 376,434 Upscale Wyndham $ 48.98 Properties 61 2 58 25 27 39 212 Rooms 13,709 640 16,266 7,721 4,223 7,172 49,731 Wyndham Grand $ 53.65 Properties 9 — 45 8 16 2 80 Rooms 2,920 — 13,411 3,663 3,820 772 24,586 Dazzler $ 51.65 Properties — — — — — 14 14 Rooms — — — — — 1,798 1,798 Esplendor $ 46.59 Properties — — — — — 11 11 Rooms — — — — — 910 910 Dolce $ 76.84 Properties 2 — — 1 12 1 16 Rooms 396 — — 342 3,221 341 4,300 Vienna House $ 67.36 Properties — — — — 49 — 49 Rooms — — — — 7,195 — 7,195 Total Upscale $ 53.34 Properties 72 2 103 34 104 67 382 Rooms 17,025 640 29,677 11,726 18,459 10,993 88,520 Luxury Registry Collection NM Properties 1 1 — — 16 16 34 Rooms 128 279 — — 3,453 7,153 11,013 Extended Stay Echo Suites NM Properties 5 — — — — — 5 Rooms 620 — — — — — 620 Hawthorn $ 53.62 Properties 71 — 11 — 5 — 87 Rooms 5,443 — 1,199 — 542 — 7,184 WaterWalk $ 81.62 Properties 11 — — — — — 11 Rooms 1,502 — — — — — 1,502 Total Extended Stay $ 56.25 Properties 87 — 11 — 5 — 103 Rooms 7,565 — 1,199 — 542 — 9,306 Affiliated properties (a) Properties 177 3 — 11 — 3 194 Rooms 43,229 44 — 47 — 77 43,397 Total $ 42.91 Properties 5,979 485 1,674 201 679 268 9,286 Rooms 501,788 39,705 184,334 39,983 92,958 44,219 902,987 ______________________ (a) Affiliated properties represent properties under affiliation arrangements with former Parent or other third parties.
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Beginning in the second quarter of 2025, we revised our reporting methodology to exclude the impact of all rooms under the Super 8 China master license agreement from our reported system size, RevPAR and royalty rate, and corresponding growth metrics.
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In 2024, our sales team executed 822 contracts representing over 103,000 rooms. A key component of driving our net room growth is our ability to retain properties within our system. Our 2024 global retention rate was 95.7%, which was a 10 basis point improvement from 2023. Our 2024 U.S. retention rate was 95.3%.
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Our financial results will continue to reflect fees due from the Super 8 master licensee in China, which contributed approximately $2 million to our full-year 2025 consolidated adjusted EBITDA.
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Our mission and vision are supported by the following strategic goals and objectives: • Grow our direct franchising system by 3.6-4.6% in 2025. • Invest in high FeePAR (RevPAR + royalty rates) growth by targeting additions with attractive RevPAR and royalty rates, while establishing a leadership position in the extended stay segment. • Leverage government infrastructure investment opportunities tied to the U.S.
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All system size, RevPAR and royalty rates presented for prior years have been recasted throughout this Annual Report to exclude the impact from all rooms associated with our Super 8 master licensee in China to conform to current year presentation. 3 Table of Contents As of December 31, 2025, our brand portfolio consisted of the following: Global Full Year RevPAR North America Asia Pacific U.S.
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Our strategic priorities are more than just goals; they are a commitment to our shareholders, franchisees, and guests that we will remain focused on driving growth, operational excellence, and value creation in all we do. CORPORATE RESPONSIBILITY We are committed to operating our business in a way that is socially, ethically and environmentally responsible.
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Canada Greater China Rest of Asia EMEA LATAM Total Economy Super 8 $ 39.32 Properties 1,344 113 — 1 12 1 1,471 Rooms 80,837 7,345 — 50 1,911 50 90,193 Days Inn $ 36.91 Properties 1,201 108 136 9 54 13 1,521 Rooms 85,205 8,557 17,303 1,138 3,238 1,017 116,458 Travelodge $ 39.64 Properties 320 94 — — — — 414 Rooms 23,333 7,439 — — — — 30,772 Microtel $ 44.27 Properties 280 27 31 14 — 8 360 Rooms 19,784 2,368 3,420 1,034 — 955 27,561 Howard Johnson $ 26.17 Properties 133 17 98 8 7 41 304 Rooms 10,119 1,082 26,456 2,752 790 2,799 43,998 Dazzler Select (a) NM Properties 4 — — — — — 4 Rooms 368 — — — — — 368 Total Economy $ 37.06 Properties 3,282 359 265 32 73 63 4,074 Rooms 219,646 26,791 47,179 4,974 5,939 4,821 309,350 Midscale La Quinta $ 61.14 Properties 864 3 7 3 8 8 893 Rooms 81,793 182 1,324 550 1,144 899 85,892 Ramada $ 37.19 Properties 247 77 156 70 271 35 856 Rooms 27,577 7,164 30,287 12,853 35,288 4,525 117,694 Baymont $ 40.43 Properties 547 8 2 — — 1 558 Rooms 40,710 501 226 — — 118 41,555 AmericInn $ 56.71 Properties 230 — — — — — 230 Rooms 13,895 — — — — — 13,895 Wingate $ 53.12 Properties 194 9 18 — — — 221 Rooms 16,646 951 2,534 — — — 20,131 Wyndham Alltra $ 134.59 Properties — — — — — 3 3 Rooms — — — — — 1,305 1,305 Wyndham Garden $ 39.47 Properties 77 4 58 21 32 26 218 Rooms 11,108 696 10,657 4,252 4,559 3,556 34,828 Ramada Encore $ 28.19 Properties — — 37 10 30 8 85 Rooms — — 4,698 2,709 3,501 1,114 12,022 Trademark Collection $ 64.27 Properties 102 17 — 25 155 43 342 Rooms 14,194 2,242 — 3,219 20,503 8,985 49,143 TRYP $ 57.43 Properties 9 — 3 5 24 17 58 Rooms 941 — 351 712 3,429 1,997 7,430 Total Midscale $ 48.21 Properties 2,270 118 281 134 520 141 3,464 Rooms 206,864 11,736 50,077 24,295 68,424 22,499 383,895 Upscale Wyndham $ 43.87 Properties 67 2 65 29 29 42 234 Rooms 14,324 459 17,810 9,569 4,901 7,845 54,908 Wyndham Grand $ 51.60 Properties 9 1 55 10 16 3 94 Rooms 2,920 405 15,915 5,005 3,532 1,021 28,798 Dazzler $ 63.99 Properties — — — — — 15 15 Rooms — — — — — 1,870 1,870 Esplendor $ 51.60 Properties — — — — — 11 11 Rooms — — — — — 884 884 Dolce $ 75.70 Properties 4 — — 1 14 1 20 Rooms 817 — — 342 3,521 341 5,021 Vienna House $ 69.33 Properties — — — — 47 — 47 Rooms — — — — 6,753 — 6,753 Total Upscale $ 50.05 Properties 80 3 120 40 106 72 421 Rooms 18,061 864 33,725 14,916 18,707 11,961 98,234 Luxury Registry Collection NM Properties 2 1 — — 17 16 36 Rooms 210 279 — — 3,634 7,117 11,240 Extended Stay ECHO Suites NM Properties 18 — — — — — 18 Rooms 2,207 — — — — — 2,207 Hawthorn $ 46.59 Properties 82 — 20 — 5 — 107 Rooms 6,126 — 2,183 — 551 — 8,860 WaterWalk $ 90.42 Properties 11 — — — — — 11 Rooms 1,502 — — — — — 1,502 Total Extended Stay $ 50.61 Properties 111 — 20 — 5 — 136 Rooms 9,835 — 2,183 — 551 — 12,569 Affiliated properties (b) Properties 189 3 — 11 52 3 258 Rooms 50,533 44 — 47 2,910 77 53,611 Total $ 44.12 Properties 5,934 484 686 217 773 295 8,389 Rooms 505,149 39,714 133,164 44,232 100,165 46,475 868,899 ______________________ (a) This is a brand extension and not a stand-alone brand.
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We believe that health and wellness promote both professional and personal productivity, achievement, and fulfillment, ultimately making us stronger across the organization.
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(b) Affiliated properties represent properties under affiliation arrangements with former Parent or other third parties. NM - not meaningful.
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ENVIRONMENTAL IMPACT As the world’s largest hotel franchising company, we have the opportunity to make a meaningful impact on the world and we take that opportunity seriously. We are committed to operating our business in a way that is socially, ethically and environmentally responsible.
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These represent newer brands that are still in their ramp up phase. 4 Table of Contents The following table presents the changes in our portfolio for the last three years: As of December 31, 2025 2024 2023 Properties Rooms Properties Rooms Properties Rooms Beginning balance 8,178 835,700 8,068 803,700 7,972 775,900 Additions 578 71,600 428 63,400 427 60,800 Deletions (367) (38,400) (318) (31,400) (331) (33,000) Ending balance (a) 8,389 868,900 8,178 835,700 8,068 803,700 ______________________ (a) 2024 and 2023 amounts have been recasted to exclude the impact from all rooms associated with our Super 8 master licensee in China to conform with current year presentation.
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We remain committed to helping our franchisees reduce the energy, water and carbon footprint of their hotels as we work towards achieving our 2025 environmental targets.
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Our international presence in key countries allows us to quickly adapt to changes in the increasingly dynamic global marketplace and to capitalize on new opportunities as they emerge. In 2025, our sales team executed 870 contracts representing an increase of 18% year-over-year and an all-time high.
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We believe franchisees make decisions based principally upon the perceived value and quality of the brand and the services offered. We further believe that the perceived value of a brand name is partially a function of the success of the existing hotels franchised under the brand.
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(b) For 2025, represents impairments and other charges associated with Revo Hospitality Group (“Revo”) filing for insolvency under self-administration for most of its operating entities in early January 2026. OUR STRATEGY Wyndham Hotels & Resorts is the world’s largest hotel franchisor by number of franchised properties with over 8,300 hotels across 25 brands in approximately 100 countries.
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From May 2018 to December 2019, Ms. Allen served as Executive Vice President and Treasurer. From April 2015 to May 2018, Ms. Allen served as Senior Vice President of Finance for Wyndham Worldwide. From August 2006 to March 2015, Ms. Allen held leadership positions of increasing responsibility at Wyndham Hotel Group, including Senior Vice President of Finance and Controller.
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Our strategic priorities extend beyond near-term objectives and reflect our commitment to our shareholders, franchisees, and guests to drive sustainable growth, operational excellence, and long-term value creation across our business.
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CORPORATE RESPONSIBILITY We are committed to operating our business in a way that is socially, ethically and environmentally responsible guided by our approach to corporate responsibility which includes the pillars of environmental stewardship, social responsibility and strong governance. Now more than ever, we must help ensure the future remains bright for travelers around the world.
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As a result, we were recognized as one of the World's Most Ethical Companies® by Ethisphere for 2025, marking the fifth time overall, and third consecutive year, we have been recognized for this award. Career Development Our team members’ career development is key to our ability to attract, reward, and retain the best talent and a top priority at Wyndham.
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OUR HISTORY Our business was initially incorporated as Hospitality Franchise Systems, Inc. in 1990 to acquire the Howard Johnson brand and the franchise rights to the Ramada brand in the United States. It was an integral part of Wyndham Worldwide Corporation and its predecessor from 1997 to 2018.
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From February 2023 to May 2024, Mr. Albert served as the Company’s Senior Vice President & Treasurer. From June 2020 to February 2023, Mr. Albert served as 11 Table of Contents the Company’s Senior Vice President, FP&A. From October 2018 to June 2020 Mr. Albert held leadership positions of increasing responsibility in the Company’s Financial Planning & Analysis group.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

50 edited+16 added−8 removed83 unchanged
Biggest changeRisks Relating to Our Relationships with Third Parties Our license and other fees could be impacted by any softness in Travel + Leisure’s sales of vacation ownership interests.
Biggest changeIf we are unable to grow our ancillary revenues as a result of these or other factors, our results of operations, financial condition or cash flows could be adversely affected. 15 Table of Contents Risks Relating to Our Relationships with Third Parties Our license and other fees could be impacted by any softness in Travel + Leisure’s sales of vacation ownership interests.
Our franchisees also compete with alternative lodging channels, including third-party providers of short-term rental properties and serviced apartments, and vacation options, such as cruising. Increasing use of these alternative lodging channels or vacation options could adversely affect the occupancy and/or average rates at franchised hotels and our 12 Table of Contents revenues.
Our franchisees also compete with alternative lodging channels, including third-party providers of short- 12 Table of Contents term rental properties and serviced apartments, and vacation options, such as cruising. Increasing use of these alternative lodging channels or vacation options could adversely affect the occupancy and/or average rates at franchised hotels and our revenues.
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.
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.
Risks Relating to Regulation and Technology Our operations are subject to extensive regulation and the cost of compliance or failure to comply with regulations may adversely affect us. Our operations are regulated by federal, state and local governments in the countries in which we operate.
Risks Relating to Regulation and Technology Our operations are subject to extensive regulation and the cost of compliance or failure to comply with regulations may adversely affect us. Our operations are regulated by federal, provincial, state and local governments in the countries in which we operate.
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, 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 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 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.
As such, our business is subject, directly or through our franchisees, to risks common in the hotel and hotel franchising industries, including risks related to: • our ability to meet our objectives for growth in the number of our franchised hotels and hotel rooms in our franchise system and to retain and renew franchisee contracts, all on favorable terms; • the number, occupancy and room rates of hotels operating under our franchise agreements; • the delay of hotel openings in our pipeline; • changes in the supply and demand for hotel rooms; • increased pricing or supply chain disruptions for raw materials which could cause delays in the completion and development of new hotels; • our ability to develop and maintain positive relations and contractual arrangements with current and potential franchisees under our franchise agreements and other third parties, including marketing alliances and affiliations with e-commerce channels; • our franchisees’ pricing decisions; • the quality of the services provided by franchisees and their investments in the maintenance and improvement of properties; • the bankruptcy or insolvency of a significant number of our franchised hotels; • the financial condition of franchisees, owners or other developers and the availability of financing to them; • adverse events occurring at franchised hotel locations, including personal injuries, food tampering, contamination or the spread of illness, including through pandemics or other health crises; • negative publicity, which could damage our hotel brands; • 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 initiatives; • our relationship with certain multi-unit franchisees; • 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.
As such, our business is subject, directly or through our franchisees, to risks common in the hotel and hotel franchising industries, including risks related to: • our ability to meet our objectives for growth in the number of our franchised hotels and hotel rooms in our franchise system and to retain and renew franchisee contracts, all on favorable terms; • the number, occupancy and room rates of hotels operating under our franchise agreements; • the delay of hotel openings in our pipeline; • changes in the supply and demand for hotel rooms; • increased pricing or supply chain disruptions for raw materials which could cause delays in the completion and development of new hotels; • our ability to develop and maintain positive relations and contractual arrangements with current and potential franchisees under our franchise agreements and other third parties, including marketing alliances and affiliations with e-commerce channels; • our franchisees’ pricing decisions; • the quality of the services provided by franchisees and their investments in the maintenance and improvement of properties; • the bankruptcy or insolvency of a significant number of our franchised hotels; • the financial condition of franchisees, owners or other developers and the availability of financing to them; • adverse events occurring at franchised hotel locations, including personal injuries, food tampering, contamination or the spread of illness, including through pandemics or other health crises; • negative publicity, which could damage our hotel brands; • our ability to successfully market our current or any future hotel brands and programs, including our rewards program; • our relationship with certain multi-unit franchisees; • 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.
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.
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 them.
In addition, U.S. and international federal, state and local regulators may enact new laws and regulations that may reduce our profits or require us to modify our business practices substantially.
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.
Such factors could lead to certain losses by our franchisees being completely uninsured in which case we could lose future fees we collect from these properties, 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 could result in unanticipated room terminations.
Such factors could lead to certain losses by our franchisees being completely uninsured, 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 we may experience unanticipated room terminations.
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 Platform 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 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 Platform, 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.
For example, 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.
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.
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.
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, 16 Table of Contents 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.
As a result, we may 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.
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.
A pandemic, such as the COVID-19 pandemic which in the past had an adverse impact on our business, could again affect certain business operations, consumer demand in the hospitality industry, costs of doing business, availability of labor to us and our suppliers, access to inventory, supply chain operations, our ability to predict future performance, exposure to litigation, and our financial performance, among other things.
A pandemic, such as the COVID-19 pandemic which in the past had an adverse impact on our business, could again affect certain business operations, consumer demand in the hospitality industry, costs of doing business, availability of labor to us 13 Table of Contents and our suppliers, access to inventory, supply chain operations, our ability to predict future performance, exposure to litigation, and our financial performance, among other things.
Other factors and uncertainties related to potential pandemics and health crises include, but are not limited to: • Evolving macroeconomic factors, including general economic uncertainty, unemployment rates, and recessionary pressures; • Unknown consequences on our business performance and initiatives stemming from the substantial investment of time and other resources to the pandemic response; • Potential government actions including, but not limited to, restrictions on travel and stay-in-place directives; • The pace of post-pandemic recovery; 13 Table of Contents • The long-term impact of the pandemic on our business, including consumer behaviors; and • Disruption and volatility within the financial and credit markets.
Other factors and uncertainties related to potential pandemics and health crises include, but are not limited to: • Evolving macroeconomic factors, including general economic uncertainty, consumer sentiment, unemployment rates, and recessionary pressures; • Unknown consequences on our business performance and initiatives stemming from the substantial investment of time and other resources to the pandemic response; • Potential government actions including, but not limited to, restrictions on travel and stay-in-place directives; • The pace of post-pandemic recovery; • The long-term impact of the pandemic on our business, including consumer behaviors; and • Disruption and volatility within the financial and credit markets.
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, respectively; 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. 14 Table of Contents 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.
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; trade disputes with trade partners, including China; potential military conflict resulting from escalating political tensions 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.
Our business, along with the hospitality industry generally, faces scrutiny related to environmental, social and governance 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.
Our business, along with the hospitality industry generally, faces scrutiny related to corporate responsibility 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.
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.
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 to minimize unintended, harmful impacts.
In addition, we extend credit to assist franchisees in converting to, or building a new hotel under, one of our hotel brands through development advance notes and mezzanine or other forms of subordinated financing and we have a program that guarantees a portion of loans taken by franchisees for certain new construction projects.
We strategically extend credit to assist franchisees in converting to, or building a new hotel under, one of our hotel brands through development advance notes, loans and mezzanine or other forms of subordinated financing. Additionally we have a program that guarantees a portion of loans taken by franchisees for certain new construction projects.
Infrastructure Investment and Jobs Act, the CHIPS Act and the Inflation Reduction Act, including as a result of any change in governing party; • our failure to adequately protect and maintain our trademarks and other intellectual property rights; • the relative mix of branded hotels in the various hotel industry price categories; • corporate budgets and spending, and cancellations, deferrals or renegotiation of group business; • seasonal or cyclical volatility in our business; • operating costs, including as a result of inflation, energy costs and labor costs, such as minimum wage increases and unionization, workers’ compensation and healthcare related costs and insurance; and • disputes, claims and litigation and other legal proceedings concerning our franchised hotels’ operations, including with consumers, government regulators, other businesses, franchisees, organized labor activities and class actions.
Infrastructure Investment and Jobs Act, the CHIPS Act and the Inflation Reduction Act; • our failure to adequately protect and maintain our trademarks and other intellectual property rights; • the relative mix of branded hotels in the various hotel industry price categories; • corporate budgets and spending, and cancellations, deferrals or renegotiation of group business; • seasonal or cyclical volatility in our business; • operating costs, including as a result of inflation, utility costs and labor costs, such as minimum wage increases and unionization, workers’ compensation and healthcare related costs and insurance; and • disputes, claims and litigation and other legal proceedings concerning our franchised hotels’ operations, including with consumers, government regulators, other businesses, franchisees, organized labor activities and class actions.
We recently 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.
We previously 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.
Additionally, the indemnities from Travel + Leisure may not be sufficient to protect us against the full amount of these and other liabilities. Third parties also could seek to hold us responsible for any of the liabilities that Travel + Leisure has agreed to assume.
Additionally, the indemnities from Travel + Leisure may not be sufficient to protect us against the full amount of these and other liabilities. Third parties also could seek to hold us responsible for any of the liabilities that Travel + Leisure has agreed 21 Table of Contents to assume.
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, shareholder activism could give rise to 19 Table of Contents perceived uncertainties as to our future, adversely affect our relationships with franchisees or make it more difficult to attract and retain qualified team members.
Such proposals could result in substantial cost and divert our attention and resources from 20 Table of Contents our business and our ability to execute our strategic objectives. Additionally, stockholder 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.
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 earnings could decrease.
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.
Any of these factors could reduce our revenues, increase our costs or otherwise limit our opportunities for growth. Our international operations are subject to additional risks not generally applicable to our domestic operations.
Any of these factors could reduce our revenues, increase our costs or otherwise limit our opportunities for growth. 14 Table of Contents Our international operations are subject to additional risks not generally applicable to our domestic operations.
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 to 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).
Additionally, the legal and regulatory environment surrounding information security and privacy in the U.S. and international jurisdictions is constantly evolving, including complexities regarding 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).
State privacy laws, the Personal Information Protection Law of the People’s Republic of China or similar laws or regulations), credit card 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, 15 Table of Contents 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, 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.
State privacy laws, the Personal Information Protection Law of the People’s Republic of China or similar laws or regulations), cardholder data 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 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.
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 increased interest rates may hinder our efforts to expand our franchisee footprint, which could adversely affect our cash flows and business.
While a significant portion of our debt is effectively at a 18 Table of Contents fixed rate of interest and our nearest maturity is not until 2027, a significant increase in financing cost due to changes in interest rates may hinder our efforts to expand our franchisee footprint, which could adversely affect our cash flows and business.
This could create, or appear to create, potential conflicts of interest when our or Travel + Leisure’s management, officers and directors face decisions that could have different implications for us and Travel + Leisure. We are subject to risks related to environmental, social and governance activities.
This could create, or appear to create, potential conflicts of interest when our or Travel + Leisure’s management, officers and directors face decisions that could have different implications for us and Travel + Leisure. We are subject to risks related to corporate responsibility activities.
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, social and governance related issues and to act to meet those commitments, goals and targets.
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 corporate responsibility related issues and to act to meet those commitments, goals and targets.
We are subject to risks related to human trafficking allegations. Our business, along with the hospitality industry generally, faces risk that could cause damage to our reputation and the value of our hotel brands due to claims related to purported incidents of human trafficking.
Our business, along with the hospitality industry generally, faces risk that could cause damage to our reputation and the value of our hotel brands due to claims related to purported incidents of human trafficking.
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.
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 has heightened the risk of cyber-attacks.
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 may also 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, due to the cost or availability of such insurance.
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 continue 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.
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 inflation, rising interest rates, employment layoffs, increased costs of living and reduced discretionary income, which may adversely impact decisions by consumers and businesses to use travel accommodations; 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 East; acts of God such as earthquakes, hurricanes, fires, floods, volcanoes 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.
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, interest 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; acts of God such as earthquakes, hurricanes, fires, floods, volcanic 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.
We may be required to record significant non-cash impairment charges in our financial statements during the period in which any impairment of our goodwill, other intangible assets or other assets is determined, which would negatively impact our results of operations and stockholders’ equity. Risks Relating to Litigation, Reputation and Insurance We are subject to risks related to litigation.
We may be required to record significant non-cash impairment charges in our financial statements during the period in which any impairment of our goodwill, other intangible assets or other assets is determined, which would negatively impact our results of operations and stockholders’ equity.
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. Cybercriminal “hacker” activity has increased in sophistication, duration and frequency since 2020 and poses additional risks.
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.
For example, during the year ended December 31, 2024, the trading price of our common stock ranged between a low sales price of $67.67 and a high sales price of $105.16.
For example, during the year ended December 31, 2025, the trading price of our common stock ranged between a low sales price of $69.21 and a high sales price of $113.07.
As of December 31, 2024, we had aggregate outstanding debt of $2,463 million. We may incur additional indebtedness in the future, which may magnify the potential impacts of the risks related to our debt.
We are subject to risks related to our debt, hedging transactions, and the cost and availability of capital. As of December 31, 2025, we had aggregate outstanding debt of $2,560 million. We may incur additional indebtedness in the future, which may magnify the potential impacts of the risks related to our debt.
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. 16 Table of Contents We rely on information technologies and systems to operate our business, which involves reliance on third-party service providers and on uninterrupted operation of service facilities.
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.
The insurance we carry may not always pay, or be sufficient to pay or reimburse us, for our liabilities, losses or replacement costs. 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.
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.
We are subject to a number of disputes, claims, litigation and other legal proceedings as described in this report, and any unfavorable rulings or outcomes in current or future litigation and other legal proceedings may materially harm our business. For additional information, see our Commitments and Contingencies note (Note 13) in the notes to our financial statements.
Risks Relating to Litigation, Reputation and Insurance We are subject to risks related to litigation. We are subject to a number of disputes, claims, litigation and other legal proceedings as described in this report, and any unfavorable rulings or outcomes in current or future litigation and other legal proceedings may materially harm our business.
Failure to meet our payment obligations or comply with other financial covenants could result in a default and acceleration of the underlying debt and under other debt instruments that contain cross-default provisions. In order to reduce or hedge our financial exposure to the effects of currency and interest rate fluctuations, we may use financial instruments, such as hedging transactions.
Failure to meet our payment obligations or comply with other financial covenants could result in a default and acceleration of the underlying debt and under other debt instruments that contain cross-default provisions.
Due to the cadence of litigation filings, dismissals and settlements, including litigants attempting to preserve claims by filing within applicable statutory limitations periods, the number of pending matters may 18 Table of Contents fluctuate from time to time. For additional information, see our Commitments and Contingencies note (Note 13) in the notes to our financial statements.
Due to the cadence of litigation filings, dismissals and settlements, including litigants attempting to preserve claims by filing within applicable statutory limitations periods, the number of pending matters may fluctuate from time to time.
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.
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 incorporate artificial intelligence (“AI”) solutions into our business, offerings, services and features, and these applications may become important in 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.
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 17 Table of Contents operations.
Third-party internet travel intermediaries and peer-to-peer online networks may adversely affect us. Consumers use third-party internet travel intermediaries, including search engines, and peer-to-peer online networks to search for and book their 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.
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.
Even if we ultimately succeed in recovering from Travel + Leisure any amounts for which we are held liable, we may be temporarily required to bear those losses ourselves.
Even if we ultimately succeed in recovering from Travel + Leisure any amounts for which we are held liable, we may be temporarily required to bear those losses ourselves. Each of these risks could negatively affect our business, financial condition, results of operations and cash flows. Item 1B. Unresolved Staff Comments. None.
The inability of franchisees to pay back such loans could materially and adversely affect our results of operations, financial condition or cash flows. We may need to dedicate a significant portion of our cash flows to the payment of principal and interest.
We may need to dedicate a significant portion of our cash flows to the payment of principal and interest.
The enactment could have a material impact on our effective tax rate or result in higher cash tax liabilities.
The future 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.
Additionally, continued geopolitical turmoil, including the ongoing conflicts between Russia and Ukraine and the conflicts in the Middle East, respectively, has heightened the risk of cyber-attacks. We have been, and likely will continue to be, subject to such cyber-attacks.
We have been, and likely will continue to be, subject to such cyber-attacks.
Removed
There can be no assurance that our tax payments, tax credits or incentives will not be adversely affected by these or other initiatives. 17 Table of Contents We are subject to risks related to our debt, hedging transactions, our extension of credit and the cost and availability of capital.
Added
Third-party internet travel intermediaries, peer-to-peer online networks and large language models may adversely affect us. Consumers use third-party internet travel intermediaries, including search engines, peer-to-peer online networks, and increasingly, large language models (“LLMs”) to search for and select lodging accommodations.
Removed
Each of these risks could negatively affect our business, financial condition, results of operations and cash flows. 20 Table of Contents If the Spin-Off, together with certain related transactions, were to fail to qualify as a reorganization for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code, then our stockholders, we and Travel + Leisure might be required to pay substantial U.S. federal income taxes.
Added
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.
Removed
The Spin-Off was conditioned upon Travel + Leisure’s receipt of opinions of its Spin-Off tax advisors to the effect that, subject to the assumptions and limitations described in the opinions, the Spin-Off, together with certain related transactions, would qualify as a reorganization for U.S. federal income tax purposes under Sections 368(a) (1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the “Code”), in which no gain or loss would be recognized by Travel + Leisure or its stockholders, except, in the case of Travel + Leisure stockholders, for cash received in lieu of fractional shares, which opinions were delivered on the closing date of the Spin-Off.
Added
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 and could result in operating difficulties or the failure to realize anticipated benefits. We may not be able to successfully grow our ancillary revenues.
Removed
The opinions of the Spin-Off tax advisors are not binding on the Internal Revenue Service (“IRS”) or a court, and there can be no assurance that the IRS will not challenge the validity of the Spin- Off and such related transactions as a reorganization for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code eligible for tax-free treatment, or that any such challenge ultimately will not prevail.
Added
Our ability to generate ancillary revenues may be impacted by a number of factors including credit cardholder spending levels and enrollment rates under our co-branded credit card program, changes in the laws or regulations related thereto, or changes to the rules, policies, guidelines or standards of credit card payment networks.
Removed
In addition, Travel + Leisure received certain rulings from the IRS regarding certain U.S. federal income tax aspects of transactions related to the Spin-Off.
Added
Additionally, our ability to generate revenues from our existing and future partnership and affiliate relationships may be based on the engagement of our guests and the success of these third parties’ business models.
Removed
Although the IRS Ruling generally is binding on the IRS, the continued validity of the IRS Ruling is based upon and subject to the continuing accuracy of factual statements and representations made to the IRS by Travel + Leisure.
Added
As cybercriminal tactics grow increasingly sophisticated and persistent, we face heightened uncertainty in anticipating and mitigating these threats, which could result in significant business disruption and financial loss.
Removed
If the Spin-Off does not qualify as a tax-free transaction for any reason, including as a result of a breach of a representation or covenant with respect to such tax opinions or the IRS Ruling, Travel + Leisure would recognize a substantial gain attributable to our hotel business for U.S. federal income tax purposes. In such case, under U.S.
Added
We rely on information technologies and systems to operate our business, which involves reliance on third-party service providers and on uninterrupted operation of service facilities.
Removed
Treasury regulations, each member of the Travel + Leisure consolidated group at the time of the Spin-Off, including us and certain of our subsidiaries, would be jointly and severally liable for the entire resulting amount of any U.S. federal income tax liability. Item 1B. Unresolved Staff Comments. None.
Added
We have incorporated 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 to our operations over time.
Added
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.
Added
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.
Added
We are subject to various risks related to the credit we extend to our franchisees, which can be more significant in the event of a franchisee’s insolvency.
Added
If a franchisee is unable to pay us back on the credit we extend or in the event of a franchisee’s insolvency or similar proceedings, (i) we have in the past, and may in the future, be required to record impairment charges, and (ii) we are subject to uncertainty during, and as the result of, such franchisee’s insolvency or similar proceedings (which may not be resolved for several years) , including the potential rejection of our franchise agreements and related loss of rooms and room revenues, the value of any collateral and recovery of less than the full amount of our claims.
Added
Additionally, the impact of these risks could be increased when we have deployed a significant amount of capital to a franchisee and such franchisee is unable to pay us back on the credit we've extended or face insolvency or similar proceedings. These risks could materially and adversely affect our financial condition, results of operations and cash flows.
Added
For additional information, see our Commitments and Contingencies note (Note 13) in the notes to our financial statements. We are subject to risks related to human trafficking allegations.
Added
For additional information, see our Commitments and Contingencies note (Note 13) in the notes to our financial statements. 19 Table of Contents The insurance we carry may not always pay, or be sufficient to pay or reimburse us, for our liabilities, losses or replacement costs.
Added
Additionally, we have and may continue to experience increased costs for insurance, and certain insurance coverage has and may become more difficult to obtain or unavailable.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+1 added−1 removed14 unchanged
Biggest changeAny detected threat or potential cybersecurity incident is handled by our hybrid Security Operations Center, or “SOC” which utilizes both internal and external resources for monitoring 24/7 and is responsible for triaging and appropriately handling or escalating the potential incident. Other than the incidents that occurred prior to the Spin-Off, described in more detail in “Item 1A.
Biggest changeAny detected threat or potential cybersecurity incident is handled by our hybrid Security Operations Center, or “SOC” which utilizes both internal and external resources for monitoring 24 hours per day/7 days per week and is responsible for triaging and appropriately handling or escalating the potential incident.
The Information Security Program also measures the overall cybersecurity program against other key regulatory standards such as the Payment Card Industry standard known as PCI 4.0 and the Sarbanes-Oxley Act of 2002.
The Information Security Program also measures the overall cybersecurity program against other key industry standards such as the Payment Card Industry standard known as PCI 4.0 and the Sarbanes-Oxley Act of 2002.
The IRC meets regularly to review operations of the Company’s cybersecurity programs 21 Table of Contents and processes, and to discuss emerging legal, technical, or other risks. The Audit Committee of the Board is the Board-level committee with oversight of privacy and security matters.
The IRC meets regularly to review operations of the Company’s cybersecurity programs and processes, and to discuss emerging legal, technical, or other risks. The Audit Committee of the Board is the Board-level committee with oversight of privacy and security matters.
The IRC is chaired by the Chief Information Security Officer (“CISO”) and the Senior Vice President – Legal (“SVP – Legal)” responsible for Privacy and Compliance Issues, with the Chief Financial Officer and Head of Strategy, Chief Commercial Officer, and the General Counsel and Chief Compliance Officer as members.
The IRC is chaired by the Chief Information Security Officer (“CISO”) and the Senior Vice President – Legal (“SVP – Legal)” responsible for privacy and compliance issues, with the Chief Financial Officer, Chief Commercial Officer, and the General Counsel and Chief Compliance Officer as members.
We closely monitor costs of breaches within the industry in an effort to ensure that our coverage is sufficient to address all reasonably foreseeable threats and levels of risk. 22 Table of Contents
We closely monitor costs of breaches within the industry in an effort to ensure that our coverage is sufficient to address all reasonably foreseeable threats and levels of risk.
Our teams conduct vendor risk assessments of third-party suppliers that may receive access to personal data or connectivity to Wyndham’s systems, for which such vendor risk assessments include information security control assessments and privacy impact assessments, regardless of the sensitivity of personal data potentially involved.
Our teams conduct vendor risk assessments of third-party suppliers that may receive access to personal data or connectivity to Wyndham’s systems. These assessments include information security and privacy impact evaluations, regardless of the sensitivity of personal data involved.
The IRC also includes our Chief Commercial Officer, Chief Compliance Officer and Chief Financial Officer and Head of Strategy, each whom has over 15 years of business and senior leadership experience managing risks in their respective fields, collectively covering aspects of cybersecurity, technology strategy, capital allocation and compliance.
The IRC also includes our Chief Commercial Officer, Chief Compliance Officer and Chief Financial Officer, each whom has significant experience managing risks in their respective fields, collectively covering aspects of cybersecurity, technology strategy, capital allocation and compliance.
The IRC updates the Audit Committee quarterly to provide risk updates and general education on privacy and information risk trends. The Board is made aware promptly of any cybersecurity incidents that are deemed critical or that could potentially have an impact on the business. The Board also receives periodic privacy and security awareness training from third-party subject matter experts.
Members of the IRC provide quarterly updates to the Audit Committee regarding risk and general education on privacy and information risk trends. The Audit Committee is made aware promptly of any cybersecurity incidents that are deemed critical and require immediate attention. The Board also receives periodic privacy and security awareness training from third-party subject matter experts.
Cybersecurity Incident Response Plan We have established a Cybersecurity Incident Response Plan (“CIRP”), which details the steps to be followed to properly respond to, contain, and remediate a cybersecurity incident. Within this plan, there are also engagement processes for our external cybersecurity incident response firm, which also assists Wyndham’s cybersecurity team by annually testing the CIRP through custom tabletop exercises.
Cybersecurity Incident Response Plan We have established a Cybersecurity Incident Response Plan (“CIRP”), which details the processes for identifying, assessing, responding to, containing, and remediating cybersecurity incidents. This CIRP includes defined engagement processes for our external cybersecurity incident response firm, which also assists Wyndham’s cybersecurity team by 22 Table of Contents annually testing the CIRP through custom tabletop exercises.
The SVP – Legal has several years of experience managing risks related to the Company’s operations, including data privacy.
The SVP – Legal has served in his current role since 2019 and has experience managing risks related to the Company’s operations, including data privacy.
Removed
The SVP – Legal has been with the Company since 2010 and has served in his current role since 2019. The SVP – Legal leads the legal team responsible for, among other things, corporate secretary matters, SEC reporting, privacy, compliance and legal operations.
Added
Other than the incidents that occurred prior to the Spin-Off, described in more detail in “Item 1A.

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−1 removed0 unchanged
Biggest changeIn addition, we have an additional 12 leases for office space in 11 countries outside the United States. We will evaluate the need to renew each lease on a case-by-case basis prior to its expiration. We believe our current owned and leased properties are adequate to support our existing operations.
Biggest changeItem 2. Properties. Our corporate headquarters is located at 22 Sylvan Way, Parsippany, New Jersey which we purchased in 2024. Previously, such property was leased. In addition, we have 15 leases for office space in 13 countries outside the United States. We evaluate the need to renew each lease on a case-by-case basis prior to its expiration.
Removed
Item 2. Properties. Our corporate headquarters is located at 22 Sylvan Way, Parsippany, New Jersey. In 2024, we purchased the property that was previously leased. We also lease space for our reservation center and data warehouse in Saint John, New Brunswick, Canada pursuant to a lease that expires in 2029.
Added
We believe our current owned and leased properties are adequate to support our existing operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−0 removed3 unchanged
Biggest changeBelow is a monthly summary of our common stock repurchases, excluding excise taxes and fees, for the quarter ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Approximate Dollar Value of Shares that May Yet Be Purchased Under Plan October 221,989 $ 81.53 221,989 $ 542,279,202 November 22,216 90.02 22,216 540,279,373 December 25,208 99.98 25,208 537,758,961 Total 269,413 $ 83.95 269,413 $ 537,758,961 STOCK PERFORMANCE GRAPH The following graph compares the cumulative total stockholder return of our common stock against the S&P 500 Index and the S&P Hotels, Resorts & Cruise Lines Index (consisting of Booking Holdings Inc., Carnival Corporation & plc, Expedia Group, Inc., Hilton Worldwide Holdings Inc., Marriott International, Inc., Norwegian Cruise Line Holdings Ltd., and Royal Caribbean Cruises Ltd.) for the period from December 31, 2019 to December 31, 2024.
Biggest changeBelow is a monthly summary of our common stock repurchases, excluding excise taxes and fees, for the quarter ended December 31, 2025: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Approximate Dollar Value of Shares that May Yet Be Purchased Under Plan October 222,932 $ 78.50 222,932 $ 298,505,757 November 139,549 71.65 139,549 288,506,613 December 193,524 76.47 193,524 273,708,550 Total 556,005 $ 76.07 556,005 $ 273,708,550 STOCK PERFORMANCE GRAPH The following graph compares the cumulative total stockholder return of our common stock against the S&P 500 Index and the S&P Hotels, Resorts & Cruise Lines Index for the period from December 31, 2020 to December 31, 2025.
The graph assumes that $100 was invested on December 31, 2019 (the first day of regular-way trading) and all dividends and other distributions were reinvested.
The graph assumes that $100 was invested on December 31, 2020 (the first day of regular-way trading) and all dividends and other distributions were reinvested.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. MARKET PRICE OF COMMON STOCK Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “WH”. As of January 31, 2025, the number of stockholders of record was 4,036.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. MARKET PRICE OF COMMON STOCK Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “WH”. As of January 31, 2026, the number of stockholders of record was 3,821.
DIVIDEND POLICY We declared cash dividends of $0.38 per share in each of the first, second, third and fourth quarters of 2024 ($123 million in aggregate).
DIVIDEND POLICY We declared cash dividends of $0.41 per share in each of the first, second, third and fourth quarters of 2025 ($127 million in aggregate).
The Stock Performance Graph is not deemed filed with the Securities and Exchange Commission (“SEC”) and shall not be deemed incorporated by reference into any of our prior or future filings made with the SEC. 24 Table of Contents Cumulative Total Return December 31, 2019 2020 2021 2022 2023 2024 Wyndham Hotels & Resorts, Inc. $ 100.00 $ 95.92 $ 146.38 $ 118.50 $ 136.20 $ 173.92 S&P 500 $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 S&P Hotels, Resorts & Cruise Lines $ 100.00 $ 74.12 $ 88.83 $ 67.29 $ 111.92 $ 147.93 Item 6.
The Stock Performance Graph is not deemed filed with the Securities and Exchange Commission (“SEC”) and shall not be deemed incorporated by reference into any of our prior or future filings made with the SEC. 24 Table of Contents Cumulative Total Return December 31, 2020 2021 2022 2023 2024 2025 Wyndham Hotels & Resorts, Inc. $ 100.00 $ 152.60 $ 123.54 $ 141.98 $ 181.31 $ 138.64 S&P 500 $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 S&P Hotels, Resorts & Cruise Lines $ 100.00 $ 119.84 $ 90.79 $ 150.99 $ 199.57 $ 226.60 Item 6.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

63 edited+36 added−11 removed41 unchanged
Biggest changeTotal expenses during 2024 increased $19 million, or 2%, compared to the prior year, primarily driven by: • $36 million of higher transaction-related expenses primarily due to the failed hostile takeover attempt in 2024; • $15 million of restructuring costs; and • $12 million of impairment charges primarily related to development advance notes; partially offset by • $13 million of lower operating costs primarily due to lower foreign currency losses, primarily related to highly inflationary countries, and an insurance recovery; • $10 million of lower separation-related costs, primarily due to the reversal of a reserve in 2024 related to the expiration of a tax matter associated with our spin-off; • $9 million of lower cost-reimbursement expenses, which have no impact on net income; • $5 million of lower marketing, reservation and loyalty expenses primarily due to the absence of $18 million in expenses related to the 2023 global franchisee conference, partially offset by higher 2024 spend driven by increased marketing revenue; and • $5 million of lower depreciation and amortization.
Biggest changeTotal expenses during 2025 increased $114 million, or 12%, compared to the prior year, primarily driven by: • $82 million of higher operating and general and administrative expenses primarily due to a $74 million loss provision on accounts and loans receivables from Revo, higher costs associated with growth in our co-branded credit card program and the absence of a benefit from insurance recoveries, and elevated costs associated with insurance, litigation defense and employee benefits, all of which were partially offset by cost containment measures, including both operational efficiencies and one-time variable cost reductions; • $74 million of higher impairment charges due to $86 million of charges in 2025 associated with our Vienna House trademark and related-franchise agreements as well as development advance notes of which all were related to the insolvency filing of Revo compared to a $12 million impairment charge incurred in 2024, primarily related to development advance notes; • $12 million of higher separation-related expenses primarily due to a benefit received in 2024 in connection with the reversal of a spin-off related matter; and • $3 million of higher restructuring and other-related costs; partially offset by • $45 million of lower transaction-related expenses primarily due to the failed hostile takeover attempt in 2024; ◦ $9 million of lower depreciation and amortization expense; and ◦ $4 million of lower cost reimbursement expenses which have no impact on net income.
Impairment of Long-Lived Assets We evaluate goodwill and other indefinite and definite long-lived assets for impairment annually, or more frequently if circumstances indicate that an impairment has occurred prior to our annual assessment date. For goodwill, we may elect to perform this test through either a qualitative assessment or by utilizing a quantitative impairment test.
Impairment of Long-Lived Assets We evaluate goodwill and other indefinite long-lived assets for impairment annually, or more frequently if circumstances indicate that an impairment has occurred prior to our annual assessment date. For goodwill, we may elect to perform this test through either a qualitative assessment or by utilizing a quantitative impairment test.
We also evaluate the recoverability of each of our definite-lived intangible assets by performing a qualitative assessment to determine if circumstances indicate that impairment may have occurred. Such qualitative assessments require management judgement and include factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, our historical share price as well as other industry-specific considerations.
We also evaluate the recoverability of each of our definite-lived intangible assets by performing a qualitative assessment to determine if circumstances indicate that impairment may have occurred. Such qualitative assessments require management judgment and include factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, our historical share price as well as other industry-specific considerations.
Our Annual Report on Form 10-K for the year ended December 31, 2023 includes a discussion and analysis of our financial condition and results of operations for the year ended December 31, 2022 in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” OPERATING STATISTICS - 2024 VS. 2023 The table below presents our operating statistics for the years ended December 31, 2024 and 2023.
Our Annual Report on Form 10-K for the year ended December 31, 2024 includes a discussion and analysis of our financial condition and results of operations for the year ended December 31, 2023 in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” OPERATING STATISTICS - 2025 VS. 2024 The table below presents our operating statistics for the years ended December 31, 2025 and 2024.
As of December 31, 2024, our credit rating was Ba1 from Moody’s Investors Service and BB+ from both Standard and Poor’s Rating Agency and Fitch Ratings. A credit rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal by the assigning rating organization.
As of December 31, 2025, our credit rating was Ba1 from Moody’s Investors Service and BB+ from both Standard and Poor’s Rating Agency and Fitch Ratings. A credit rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal by the assigning rating organization.
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, restructuring and 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.
Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are defined as net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment and other-related charges (including Revo-related charges), restructuring and other-related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization.
(f) Represents revenue per available room and is calculated by multiplying the average occupancy rate by the average daily rate. (g) 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.
(e) Represents revenue per available room and is calculated by multiplying the average occupancy rate by the average daily rate. (f) Represents the average royalty rate earned on our franchised properties and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues.
(b) “Adjusted EBITDA” is defined as net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment charges, restructuring and 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.
(b) “Adjusted EBITDA” is defined as net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment and other-related charges (including Revo-related charges), restructuring and other-related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization.
Adjusted EBITDA is reported on a consolidated basis, as Hotel Franchising adjusted EBITDA and corporate adjusted EBITDA are reported at a segment level. We believe that Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are useful measures of performance and, when considered with U.S.
Adjusted EBITDA is reported on a consolidated basis, while Hotel Franchising adjusted EBITDA and Corporate adjusted EBITDA are reported at a segment level. We believe that Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are useful measures of performance and, when considered with U.S.
The selected historical consolidated statement of income/(loss) data for the years ended December 31, 2021 and 2020 and the selected historical consolidated balance sheet data as of December 31, 2022, 2021 and 2020 are derived from audited consolidated financial statements of Wyndham Hotels & Resorts businesses that are not included in this report.
The selected historical consolidated statement of income data for the years ended December 31, 2022 and 2021 and the selected historical consolidated balance sheet data as of December 31, 2023, 2022 and 2021 are derived from audited consolidated financial statements of Wyndham Hotels & Resorts businesses that are not included in this report.
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.
Generally Accepted Accounting Principles (“GAAP”) measures, gives a more complete understanding of our operating performance. We use these measures internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions.
However, the majority of our business activities are in environments where we are paid a fee for a service performed, and therefore the results of the majority of our 35 Table of Contents recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.
However, the majority of our business activities are in environments where we are paid a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.
SELECTED FINANCIAL DATA The following selected historical consolidated statement of income/(loss) data for the years ended December 31, 2024, 2023 and 2022 and the selected historical consolidated balance sheet data as of December 31, 2024 and 2023 are derived from the audited Consolidated Financial Statements of Wyndham Hotels & Resorts included elsewhere in this report.
SELECTED FINANCIAL DATA The following selected historical consolidated statement of income data for the years ended December 31, 2025, 2024 and 2023 and the selected historical consolidated balance sheet data as of December 31, 2025 and 2024 are derived from the audited Consolidated Financial Statements of Wyndham Hotels & Resorts included elsewhere in this report.
As of December 31, 2024, the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to approximately $11 million in excess of recorded accruals. However, we do not believe that the impact of such litigation should result in a material liability to us in relation to our financial position or liquidity.
As of December 31, 2025, the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to approximately $7 million in excess of recorded accruals. However, we do not believe that the impact of such litigation should result in a material liability to us in relation to our financial position or liquidity.
As of December 31, 2024, we were in compliance with the financial covenants of our credit agreement and expect to remain in such compliance.
As of December 31, 2025, we were in compliance with the financial covenants of our credit agreement and expect to remain in such compliance.
The ratio is calculated by dividing consolidated first lien indebtedness (as defined in the credit agreement) net of consolidated unrestricted cash as of the measurement date by consolidated EBITDA (as defined in the credit agreement), as measured on a trailing four-fiscal-quarter basis preceding the measurement date. As of December 31, 2024, our annualized first-lien leverage ratio was 2.7 times.
The ratio is calculated by dividing consolidated first lien indebtedness (as defined in the credit agreement) net of consolidated unrestricted cash as of the measurement date by consolidated EBITDA (as defined in the credit agreement), as measured on a trailing four-fiscal-quarter basis preceding the measurement date. As of December 31, 2025, our annualized first-lien leverage ratio was 2.8 times.
Given the minimal capital needs and flexible cost structure of our business, we believe that our existing cash, cash equivalents, cash generated through operations and our expected access to financing facilities, together with funding through our revolving credit facility, will be sufficient to fund our operating activities, anticipated capital expenditures and growth needs.
Given the minimal capital needs and flexible cost structure of our business, we believe that our existing cash, cash equivalents, cash generated through operations, together with funding through our revolving credit facility, will be sufficient to fund our operating activities, anticipated capital expenditures and growth needs.
These covenants are subject to a number of important exceptions and qualifications. As of December 31, 2024, we were in compliance with the financial covenants described above. SEASONALITY While the hotel industry is seasonal in nature, periods of higher revenues vary property-by-property and performance is dependent on location and guest base.
These covenants are subject to a number of important exceptions and qualifications. As of December 31, 2025, we were in compliance with the financial covenants described above. 35 Table of Contents SEASONALITY While the hotel industry is seasonal in nature, periods of higher revenues vary property-by-property and performance is dependent on location and guest base.
Our revolving credit facility and term loan A are subject to an interest rate per annum equal to, at our option, either a base rate plus a margin ranging from 0.50% to 1.00% or SOFR plus a 0.10% SOFR adjustment, plus a margin ranging from 1.50% to 2.00%, in either case based upon our total leverage ratio and the total leverage of our restricted subsidiaries.
Our term loan A is subject to an interest rate per annum equal to, at our option, either a base rate plus a margin ranging from 0.50% to 1.00% or SOFR plus a 0.10% SOFR adjustment, plus a margin ranging from 1.50% to 2.00%, in either case based upon our total leverage ratio and the total leverage of our restricted subsidiaries.
Foreign Earnings Although the one-time mandatory deemed repatriation tax during 2017 and the territorial tax system created as a result of U.S. tax reform generally eliminate U.S. federal income taxes on dividends from foreign subsidiaries, we continue to assert 34 Table of Contents that all of our undistributed foreign earnings of $143 million will be reinvested indefinitely as of December 31, 2024.
Foreign Earnings Although the one-time mandatory deemed repatriation tax during 2017 and the territorial tax system created as a result of U.S. tax reform generally eliminate U.S. federal income taxes on dividends from foreign subsidiaries, we continue to assert that all of our undistributed foreign earnings will be reinvested indefinitely as of December 31, 2025.
Liquidity and Capital Resources Historically, our business generates sufficient cash flow to support current operations, future growth initiatives, and dividend payments to stockholders, while also enabling us to create additional value for our stockholders in the form of share repurchases. As of December 31, 2024, our liquidity approximated $765 million.
Liquidity and Capital Resources Historically, our business generates sufficient cash flow to support current operations, future growth initiatives, and dividend payments to stockholders, while also enabling us to create additional value for our stockholders in the form of share repurchases.
As of December 31, 2024, we had a term loan B with a principal outstanding balance of $1.5 billion maturing in 2030, a term loan A with a principal outstanding balance of $364 million maturing in 2027, $500 million senior unsecured notes due in August 2028 and a five-year revolving credit facility maturing in 2027 with a maximum aggregate principal amount of $750 million, of which $88 million was outstanding.
As of December 31, 2025, we had a term loan B with a principal outstanding balance of $1.5 billion maturing in 2030, a term loan A with a principal outstanding balance of $337 million maturing in 2027, $500 million senior unsecured notes due in August 2028 and a five-year revolving credit facility maturing in 2030 with a maximum aggregate principal amount of $1.0 billion, of which $224 million was outstanding.
The Company is a leading global hotel franchisor, licensing its renowned hotel brands to hotel owners in over 95 countries around the world.
The Company is a leading global hotel franchisor, licensing its renowned hotel brands to hotel owners in approximately 100 countries around the world.
As of December 31, 2024 the margin on our term loan A was 1.75%. 32 Table of Contents As of December 31, 2024, we had pay-fixed/receive-variable interest rate swaps which hedge the interest rate exposure on $1.4 billion, effectively representing over 94% of the outstanding amount of our term loan B.
As of December 31, 2025 the margin on our term loan A was 1.75%. As of December 31, 2025, we had pay-fixed/receive-variable interest rate swaps which hedge the interest rate exposure on $1.4 billion, effectively representing nearly 95% of the outstanding amount of our term loan B.
Approximately 70% of our pipeline is in the midscale and above segments and 17% is in the extended stay segment. Approximately 58% of our pipeline is international.
Approximately 70% of our pipeline is in the midscale and above segments and 17% is in the extended stay segment. Approximately 42% of our pipeline is in the U.S.
The following table presents activity for the year ended December 31, 2024: 2024 Activity Liability as of December 31, 2023 (a) Costs Recognized Cash Payments Other (b) Liability as of December 31, 2024 (a) 2024 Plan Personnel-related $ — $ 15 $ (8) $ (2) $ 5 Total accrued restructuring $ — $ 15 $ (8) $ (2) $ 5 _____________________ (a) Reported within accrued expenses and other current liabilities on the Consolidated Balance Sheets.
The following table presents activity for both plans for the year ended December 31, 2025: 2025 Activity Liability as of December 31, 2024 (a) Costs Recognized Cash Payments Liability as of December 31, 2025 (b) 2024 Plan Personnel-related $ 5 $ — $ (5) $ — 2025 Plan Personnel-related — 11 (7) 4 Facility-related — 5 (1) 4 Total 2025 Plan — 16 (8) 8 Total accrued restructuring $ 5 $ 16 $ (13) $ 8 _____________________ (a) Reported within accrued expenses and other current liabilities on the Consolidated Balance Sheets.
Changes in these estimates and assumptions could materially affect the determination of such fair values. Loyalty Program We operate the Wyndham Rewards loyalty program. Wyndham Rewards members primarily accumulate points by staying in hotels operated under one of our brands and by purchasing everyday services and products with their Wyndham Rewards co-branded credit card.
Loyalty Program We operate the Wyndham Rewards loyalty program. Wyndham Rewards members primarily accumulate points by staying in hotels operated under one of our brands and by purchasing everyday services and products with their Wyndham Rewards co-branded credit card.
The Consolidated Financial Statements include our assets, liabilities, revenues, expenses and cash flows and all entities in which we have a controlling financial interest.
The Consolidated Financial Statements presented herein have been prepared on a stand-alone basis. The Consolidated Financial Statements include our assets, liabilities, revenues, expenses and cash flows and all entities in which we have a controlling financial interest.
As a result, we aggregated, on a prospective basis, the remaining hotel management business, which is predominately the full-service international managed business within our Hotel Franchising segment. The Consolidated Financial Statements presented herein have been prepared on a stand-alone basis.
As a result, we aggregated, on a prospective basis, the remaining hotel management business, which is predominately the full-service international managed business within our Hotel Franchising segment.
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.
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.
Total liabilities increased $286 million year-over-year primarily related to a $262 million increase in our outstanding debt. Total equity decreased $96 million year-over-year primarily due to $308 million of stock repurchases and $123 million of dividends declared, partially offset by our net income.
Total liabilities increased $141 million year-over-year primarily related to a $97 million increase in our outstanding debt and an increase in deferred revenues. Total equity decreased $182 million year-over-year primarily due to $266 million of stock repurchases and $127 million of dividends declared, partially offset by our net income.
The selected historical consolidated financial data below should be read together with the audited Consolidated Financial Statements of Wyndham Hotels & Resorts, including the notes thereto and the other financial information included elsewhere in this report. 26 Table of Contents As of or For the Year Ended December 31, ($ in millions, except per share amounts and RevPAR) 2024 2023 2022 2021 2020 Statement of Income/(Loss) data: Revenues Fee-related and other revenues $ 1,404 $ 1,384 $ 1,354 $ 1,245 $ 950 Cost reimbursement revenues 4 13 144 320 350 Net revenues 1,408 1,397 1,498 1,565 1,300 Expenses Marketing, reservation and loyalty expense 564 569 524 450 419 Cost reimbursement expense 4 13 144 320 350 Other expenses 345 312 272 349 577 Total expenses 913 894 940 1,119 1,346 Operating income/(loss) 495 503 558 446 (46) Interest expense, net 124 102 80 93 112 Early extinguishment of debt 3 3 2 18 — Income/(loss) before income taxes 368 398 476 335 (158) Provision for/(benefit from) income taxes 79 109 121 91 (26) Net income/(loss) $ 289 $ 289 $ 355 $ 244 $ (132) Per share data: Diluted earnings/(loss) per share $ 3.61 $ 3.41 $ 3.91 $ 2.60 $ (1.42) Cash dividends declared per share 1.52 1.40 1.28 0.88 0.56 Balance Sheet data: Cash $ 103 $ 66 $ 161 $ 171 $ 493 Total assets (a) 4,223 4,033 4,123 4,269 4,644 Total debt (a) 2,463 2,201 2,077 2,084 2,597 Total liabilities (a) 3,573 3,287 3,161 3,180 3,681 Total stockholders’ equity 650 746 962 1,089 963 Other financial data: Royalties and franchise fees $ 555 $ 532 $ 512 $ 461 $ 328 License and other fees 119 112 100 79 84 Total adjusted EBITDA (b)(c) 694 659 650 590 336 Operating statistics: Total Company Number of properties (d) 9,286 9,178 9,059 8,950 8,941 Number of rooms (e) 903,000 871,800 842,500 810,100 795,900 RevPAR (f) $ 42.91 $ 43.10 $ 41.88 $ 35.95 $ 24.51 Average royalty rate (g) 3.95 % 3.89 % 3.94 % 4.06 % 3.97 % United States Number of properties (d) 5,979 6,036 6,081 6,139 6,175 Number of rooms (e) 501,800 497,600 493,800 490,600 487,300 RevPAR (f) $ 50.37 $ 50.42 $ 50.72 $ 45.19 $ 30.20 Average royalty rate (g) 4.69 % 4.59 % 4.62 % 4.62 % 4.52 % ______________________ (a) Reflects the impact of the adoption of the new accounting standard in 2020 for the measurement of credit losses on financial instruments.
The selected historical consolidated financial data below should be read together with the audited Consolidated Financial Statements of Wyndham Hotels & Resorts, including the notes thereto and the other financial information included elsewhere in this report. 26 Table of Contents As of or For the Year Ended December 31, ($ in millions, except per share amounts and RevPAR) 2025 2024 2023 2022 2021 Statement of Income data: Revenues Fee-related and other revenues $ 1,429 $ 1,404 $ 1,384 $ 1,354 $ 1,245 Cost reimbursement revenues — 4 13 144 320 Net revenues 1,429 1,408 1,397 1,498 1,565 Expenses Marketing, reservation and loyalty expense 565 564 569 524 450 Cost reimbursement expense — 4 13 144 320 Other expenses 462 345 312 272 349 Total expenses 1,027 913 894 940 1,119 Operating income 402 495 503 558 446 Interest expense, net 139 124 102 80 93 Early extinguishment of debt — 3 3 2 18 Income before income taxes 263 368 398 476 335 Provision for income taxes 70 79 109 121 91 Net income $ 193 $ 289 $ 289 $ 355 $ 244 Per share data: Diluted earnings per share $ 2.50 $ 3.61 $ 3.41 $ 3.91 $ 2.60 Cash dividends declared per share 1.64 1.52 1.40 1.28 0.88 Balance Sheet data: Cash $ 64 $ 103 $ 66 $ 161 $ 171 Total assets 4,182 4,223 4,033 4,123 4,269 Total debt 2,560 2,463 2,201 2,077 2,084 Total liabilities 3,714 3,573 3,287 3,161 3,180 Total stockholders’ equity 468 650 746 962 1,089 Other financial data: Royalties and franchise fees $ 541 $ 555 $ 532 $ 512 $ 461 Ancillary revenues (a) 317 276 260 241 199 Total adjusted EBITDA (b)(c) 718 694 659 650 590 Operating statistics: Total Company Number of properties (d) 8,389 8,178 8,068 7,972 7,873 Number of rooms (d) 868,900 835,700 803,700 775,900 744,700 RevPAR (e) $ 44.12 $ 45.69 $ 45.90 $ 44.77 $ 37.97 Average royalty rate (f) 3.98 % 4.00 % 3.95 % 4.00 % 4.06 % United States Number of properties (d) 5,934 5,979 6,036 6,081 6,139 Number of rooms (d) 505,100 501,800 497,600 493,800 490,600 RevPAR (e) $ 48.44 $ 50.37 $ 50.42 $ 50.72 $ 45.19 Average royalty rate (f) 4.76 % 4.69 % 4.59 % 4.62 % 4.62 % ______________________ (a) Represents the summation of the license and other fees line item and other revenues line item per the Consolidated Statements of Income.
A reconciliation of net income to adjusted EBITDA for Hotel Franchising segment, Corporate and Total Company is represented below: Year Ended December 31, 2024 2023 Hotel Franchising Corporate Total Company Hotel Franchising Corporate Total Company Net income $ 628 $ (339) $ 289 $ 606 $ (317) $ 289 Provision for income taxes — 79 79 — 109 109 Depreciation and amortization 62 9 71 67 9 76 Interest expense, net — 124 124 — 102 102 Early extinguishment of debt — 3 3 — 3 3 Stock-based compensation expense 27 14 41 25 14 39 Development advance notes amortization 24 — 24 15 — 15 Transaction-related — 47 47 — 11 11 Restructuring costs 14 1 15 — — — Impairment 12 — 12 — — — Separation-related — (11) (11) — 1 1 Foreign currency impact of highly inflationary countries — — — 14 — 14 Adjusted EBITDA $ 767 $ (73) $ 694 $ 727 $ (68) $ 659 Following is a discussion of the results of our Hotel Franchising segment and Corporate for 2024 compared to 2023: Net Revenues Adjusted EBITDA 2024 2023 % Change 2024 2023 % Change Hotel Franchising $ 1,408 $ 1,397 1 % $ 767 $ 727 6 % Corporate — — — (73) (68) (7 %) Total Company $ 1,408 $ 1,397 1 % $ 694 $ 659 5 % Hotel Franchising Net revenues during 2024 increased $11 million, or 1% compared to the prior year as discussed above.
A reconciliation of net income to adjusted EBITDA for Hotel Franchising segment, Corporate and Total Company is represented below: Year Ended December 31, 2025 2024 Hotel Franchising Corporate Total Company Hotel Franchising Corporate Total Company Net income $ 490 $ (297) $ 193 $ 628 $ (339) $ 289 Provision for income taxes — 70 70 — 79 79 Depreciation and amortization 57 5 62 62 9 71 Interest expense, net — 139 139 — 124 124 Early extinguishment of debt — — — — 3 3 Stock-based compensation expense 25 16 41 27 14 41 Development advance notes amortization 32 — 32 24 — 24 Impairment 86 — 86 12 — 12 Revo-related charges 74 — 74 — — — Restructuring and other-related costs 16 2 18 14 1 15 Transaction-related 1 1 2 — 47 47 Separation-related — 1 1 — (11) (11) Adjusted EBITDA $ 781 $ (63) $ 718 $ 767 $ (73) $ 694 Following is a discussion of the results of our Hotel Franchising segment and Corporate for 2025 compared to 2024: Net Revenues Adjusted EBITDA 2025 2024 % Change 2025 2024 % Change Hotel Franchising $ 1,429 $ 1,408 1 % $ 781 $ 767 2 % Corporate — — — (63) (73) 14 % Total Company $ 1,429 $ 1,408 1 % $ 718 $ 694 3 % Hotel Franchising Net revenues during 2025 increased $21 million, or 1% compared to the prior year as discussed above.
Corporate Adjusted EBITDA during 2024 was unfavorable by $5 million compared to the prior year. DEVELOPMENT On December 31, 2024, our global development pipeline consisted of approximately 2,100 hotels and 252,000 rooms, representing another record-high level and a 5% year-over-year increase, including 7% growth in the U.S and 4% internationally.
Corporate Corporate adjusted EBITDA during 2025 was favorable by $10 million compared to the prior year due to one-time variable cost reductions. DEVELOPMENT On December 31, 2025, our global development pipeline consisted of approximately 2,200 hotels and 259,000 rooms, representing another record-high level and a 3% year-over-year increase, including 3% growth in both the U.S. and internationally.
Refer to the section below for a discussion as to how these operating statistics affected our business for the periods presented.
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.
Interest expense, net during 2024 increased $22 million, or 22%, compared to the prior year primarily due to a higher average debt balance. Early extinguishment of debt was $3 million in both 2024 and 2023 related to the repricing and refinancing of our term loan B, respectively. Our effective tax rate decreased to 21.5% in 2024 from 27.4% in 2023.
Interest expense, net increased $15 million, or 12% in 2025, compared to the prior year primarily due to a higher average debt balance and higher weighted average interest rate. Early extinguishment of debt was $3 million in 2024 which was related to the repricing of our term loan B.
This analysis requires significant judgments, including estimation of future cash flows, which are dependent on internal forecasts, discount rates and to a lesser extent, estimation of long-term rates of growth. The estimates used to calculate the fair value of our goodwill and other indefinite-lived intangible assets change from year to year based on operating results and market conditions.
The fair value of goodwill and each other indefinite-lived intangible asset is estimated using a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which are dependent on internal forecasts, discount rates and to a lesser extent, estimation of long-term rates of growth.
During 2025, we anticipate spending approximately $40-45 million on capital expenditures. In addition, during 2024, we invested $109 million in development advance notes (net of repayments), and we anticipate spending approximately $110 million on development advance notes in 2025. These investments play a crucial role in attracting higher “FeePAR” hotels into our system, strengthening our portfolio with more premium properties.
In addition, we deployed $105 million during 2025 in development advance notes (net of repayments) and expect to invest approximately $110 million for 2026. These investments play a crucial role in attracting higher fee-per-available-room (“FeePAR”) hotels into our system, strengthening our portfolio with more premium properties.
RECENTLY ADOPTED AND NEW ACCOUNTING PRONOUNCEMENTS For a detailed description of recently adopted and new accounting pronouncements see Note 2 - Summary of Significant Accounting Policies to the Consolidated Financial Statements contained in Part IV of this report. 36 Table of Contents OFF-BALANCE SHEET ARRANGEMENTS There were no off-balance sheet transactions, arrangements or other relationships with unconsolidated entities or other persons in 2024, 2023 and 2022 that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
OFF-BALANCE SHEET ARRANGEMENTS There were no off-balance sheet transactions, arrangements or other relationships with unconsolidated entities or other persons in 2025, 2024 and 2023 that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
As of December 31, 2024, we had future long-term interest payment obligations of approximately $606 million, of which $132 million is payable within twelve months. As of December 31, 2024, we had purchase commitments primarily consisting of non-cancelable obligations for marketing and technology related services of $142 million, of which $72 million is payable within twelve months.
As of December 31, 2025, we had purchase commitments primarily consisting of 34 Table of Contents non-cancelable obligations for marketing and technology related services of $168 million, of which $79 million is payable within twelve months.
During 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. 30 Table of Content As a result of these items, net income during 2024 was unchanged year-over-year.
Our effective tax rate increased to 26.6% in 2025 from 21.5% in 2024. During 2024 the effective rate was lower primarily due to tax credits received in Puerto Rico and a non-taxable reversal of a separation-related reserve. 30 Table of Contents As a result of these items, net income decreased $96 million during 2025.
Rooms as of December 31, 2024 increased 4% compared to the prior year, driven by 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 our higher RevPAR EMEA and Latin America regions.
Rooms as of December 31, 2025 increased 4% compared to the prior year, including 1% growth in the U.S. and 7% growth in the Company's higher RevPAR EMEA and Latin America regions.
Under our current stock repurchase program, we repurchased approximately 4.1 million shares at an average price of $75.63 for a cost of $308 million during 2024. Since inception of our stock repurchase program, we repurchased 24.8 million shares at an average price of $67.32 per share for a cost of $1.7 billion.
Under our current stock repurchase program, we repurchased approximately 3.1 million shares at an average price of $85.73 for a cost of $266 million during 2025. Since inception of our stock repurchase program, we repurchased 27.9 million shares at an average price of $69.37 per share for a cost of $1.9 billion.
(e) Represents the number of 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 r eceives a fee for reservation and/or other services provided.
“Rooms” represent the number of rooms at the end of the period which are (i) either under franchise and/or management agreements, excluding all rooms associated with our Super 8 master licensee in China, and (ii) properties under affiliation agreements for which we receive a fee for reservation and/or other services provided.
During 2023, net cash provided by operating activities decreased $23 million compared to the prior year primarily due to higher development advance notes provided to franchisees in support of system growth and higher interest expense, partially offset by higher cash generated from net income.
During 2024, net cash provided by operating activities decreased $86 million compared to the prior year primarily due to $47 million of transaction-related payments related to the unsuccessful hostile takeover attempt and $37 million of higher development advance notes provided to franchisees in support of system growth.
As of December 31, 2024, we had $538 million of remaining availability under our program. Dividend Policy We declared cash dividends of $0.38 per share in each of the first, second, third and fourth quarters of 2024 ($123 million in aggregate). In January 2025, the Board approved an increase in the quarterly cash dividend to $0.41 per share.
As of December 31, 2025, we had $274 million of remaining availability under our program. In the fourth quarter of 2025, we retired 28 million treasury shares with a cost of $1.9 billion. Dividend Policy We declared cash dividends of $0.41 per share in each of the first, second, third and fourth quarters of 2025 ($127 million in aggregate).
(c) The reconciliation of net income/(loss) to adjusted EBITDA is as follows: Year Ended December 31, (in millions) 2024 2023 2022 2021 2020 (a) Net income/(loss) $ 289 $ 289 $ 355 $ 244 $ (132) Provision for/(benefit from) income taxes 79 109 121 91 (26) Depreciation and amortization 71 76 77 95 98 Interest expense, net 124 102 80 93 112 Early extinguishment of debt 3 3 2 18 — Stock-based compensation expense 41 39 33 28 19 Development advance notes amortization 24 15 12 11 9 Transaction-related 47 11 — — 12 Restructuring costs 15 — — — 34 Impairments, net 12 — — 6 206 Separation-related (11) 1 1 3 2 Gain on asset sale, net — — (35) — — Foreign currency impact of highly inflationary countries — 14 4 1 2 Adjusted EBITDA $ 694 $ 659 $ 650 $ 590 $ 336 ______________________ (a) Adjusted EBITDA has been recasted to conform with the current year presentation.
Our presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. 27 Table of Contents (c) The reconciliation of net income to adjusted EBITDA is as follows: Year Ended December 31, (in millions) 2025 2024 2023 2022 2021 Net income $ 193 $ 289 $ 289 $ 355 $ 244 Provision for income taxes 70 79 109 121 91 Depreciation and amortization 62 71 76 77 95 Interest expense, net 139 124 102 80 93 Early extinguishment of debt — 3 3 2 18 Stock-based compensation expense 41 41 39 33 28 Development advance notes amortization 32 24 15 12 11 Impairments 86 12 — — 6 Revo-related charges 74 — — — — Restructuring and other-related costs 18 15 — — — Transaction-related 2 47 11 — — Separation-related 1 (11) 1 1 3 Gain on asset sale, net — — — (35) — Foreign currency impact of highly inflationary countries — — 14 4 1 Adjusted EBITDA $ 718 $ 694 $ 659 $ 650 $ 590 (d) Represents the number of hotels and rooms at the end of the period which are (i) either under franchise and/or management agreements and (ii) under affiliation agreements for which the Company r eceives a fee for reservation and/or other services provided.
CASH FLOW The following table summarizes the changes in cash, cash equivalents and restricted cash during the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 2023 2022 Cash provided by/(used in) Operating activities $ 290 $ 376 $ 399 Investing activities (65) (66) 179 Financing activities (175) (402) (584) Effects of changes in exchange rates on cash, cash equivalents and restricted cash (3) (3) (4) Net change in cash, cash equivalents and restricted cash $ 47 $ (95) $ (10) During 2024, net cash provided by operating activities decreased $86 million compared to the prior year primarily due to $47 million of transaction-related payments related to the unsuccessful hostile takeover attempt and $37 million of higher development advance notes provided to franchisees in support of system growth.
Our liquidity and access to capital may be impacted by our credit ratings, financial performance and global credit market conditions. 33 Table of Contents CASH FLOW The following table summarizes the changes in cash, cash equivalents and restricted cash during the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 2024 2023 Cash provided by/(used in) Operating activities $ 367 $ 290 $ 376 Investing activities (103) (65) (66) Financing activities (314) (175) (402) Effects of changes in exchange rates on cash, cash equivalents and restricted cash 1 (3) (3) Net change in cash, cash equivalents and restricted cash $ (49) $ 47 $ (95) During 2025, net cash provided by operating activities increased $77 million compared to the prior year primarily due to the absence of $47 million of transaction-related payments related to the unsuccessful hostile takeover attempt in 2024.
This includes deploying capital to attract high quality assets into our system, investing in select technology improvements across our business that further our strategic objectives and competitive position, brand refresh programs to improve quality and protect brand equity, business acquisitions that are accretive and strategically enhancing to our business, and/or other strategic initiatives.
This includes deploying capital to attract high quality assets into our system, funding technology initiatives aligned with our strategic objectives, supporting brand refresh programs that improve quality and protect brand equity, and pursuing acquisitions or similar transactions that are accretive and strategically enhancing to our business. We also expect to maintain a regular dividend payment.
“Average royalty rate” 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. These operating statistics are drivers of our revenues and therefore provide an enhanced understanding of our business.
“RevPAR” represents revenue per available franchised and managed room and is calculated by multiplying average occupancy rate by average daily rate. “Average royalty rate” represents the average royalty rate earned on our franchised rooms and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues.
The estimated cost per point and estimated redemption rate used in the determination of the liability for the estimated future redemption costs require management judgement. Changes in the estimated cost per point and/or the estimated redemption rate used in the determination of the liability could result in a material change to the liability recorded and our results of operations.
The estimated cost per point and estimated redemption rate used in the determination of the liability for the estimated future redemption costs require management judgment.
We also expect to maintain a regular dividend payment. Excess cash generated beyond these needs is expected to be available for enhanced stockholder return in the form of stock repurchases. 33 Table of Contents During 2024, we spent $34 million on capital expenditures, related to information technology, including digital innovation, and $15 million for the purchase of our corporate headquarters.
Excess cash generated beyond these needs is expected to be available for enhanced stockholder return in the form of stock repurchases. During 2025, we invested $46 million in capital expenditures primarily related to information technology, including digital innovation. For 2026, we anticipate total capital expenditures of approximately $45 million.
YEAR ENDED DECEMBER 31, 2023 Year Ended December 31, 2024 2023 Change % Change Revenues Fee-related and other revenues $ 1,404 $ 1,384 $ 20 1 % Cost reimbursement revenues 4 13 (9) (69 %) Net revenues 1,408 1,397 11 1 % Expenses Marketing, reservation and loyalty expense 564 569 (5) (1 %) Cost reimbursement expense 4 13 (9) (69 %) Other expenses 345 312 33 11 % Total expenses 913 894 19 2 % Operating income 495 503 (8) (2 %) Interest expense, net 124 102 22 22 % Early extinguishment of debt 3 3 — — % Income before income taxes 368 398 (30) (8 %) Provision for income taxes 79 109 (30) (28 %) Net income $ 289 $ 289 $ — — % Net revenues during 2024 increased by $11 million, or 1%, compared to the prior year primarily driven by: • $23 million of higher royalty and franchise fees primarily due to net room growth, as well as increased royalty rates and franchise fees; and • $16 million of higher license and other ancillary revenues driven primarily by higher credit card and licensing fees; partially offset by • $15 million of lower marketing, reservation and loyalty revenues primarily due to the absence of pass-through revenues associated with the 2023 global franchisee conference, partially offset by global net room growth; • $9 million of lower cost-reimbursement revenues, which have no impact on net income; and • $4 million of lower management fees, partially due to the exit of our U.S. management business.
YEAR ENDED DECEMBER 31, 2024 Year Ended December 31, 2025 2024 Change % Change Revenues Fee-related and other revenues $ 1,429 $ 1,404 $ 25 2 % Cost reimbursement revenues — 4 (4) (100 %) Net revenues 1,429 1,408 21 1 % Expenses Marketing, reservation and loyalty expense 565 564 1 — % Cost reimbursement expense — 4 (4) (100 %) Other expenses 462 345 117 34 % Total expenses 1,027 913 114 12 % Operating income 402 495 (93) (19 %) Interest expense, net 139 124 15 12 % Early extinguishment of debt — 3 (3) (100 %) Income before income taxes 263 368 (105) (29 %) Provision for income taxes 70 79 (9) (11 %) Net income $ 193 $ 289 $ (96) (33 %) Net revenues during 2025 increased by $21 million, or 1%, compared to the prior year primarily driven by $41 million of higher ancillary revenues due to growth in our co-branded credit card program, as well as a larger global system and higher pass-through revenues due to our global franchisee conference in May, partially offset by lower global RevPAR.
Income Taxes We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using currently enacted tax rates.
Changes in the estimated cost per point and/or the estimated redemption rate used in the determination of the liability could result in a material change to the liability recorded and our results of operations. 37 Table of Contents Income Taxes We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using currently enacted tax rates.
Excluding currency effects, global RevPAR for the year ended December 31, 2024 increased 2% compared to the prior year, including flat RevPAR in the U.S. due to stable occupancy and rate, and 8% growth internationally driven by sustained pricing power. Global average royalty rate for the year ended December 31, 2024 was 3.95%.
Excluding currency effects, global RevPAR for the year ended December 31, 2025 decreased 3% compared to the prior year, including 4% decline in the U.S. driven by lower average daily rate and occupancy, and was flat internationally due to continued pricing power in our Latin America, EMEA and Canada regions, offset by sustained pressure in Asia Pacific. 29 Table of Contents Global average royalty rate for the year ended December 31, 2025 was 4.0%, which is a 2 basis points decline from the prior year, including a 7 basis points increase in the U.S. and a 4 basis points decline internationally.
Contractual Obligations Material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, purchase commitments and lease payments. See Note 11 - Long-Term Debt and Borrowing Arrangements and Note 18 - Leases to the Consolidated Financial Statements contained in Part IV of this report for more information.
See Note 11 - Long-Term Debt and Borrowing Arrangements and Note 18 - Leases to the Consolidated Financial Statements contained in Part IV of this report for more information. As of December 31, 2025, we had future long-term interest payment obligations of approximately $515 million, of which $141 million is payable within twelve months.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Financial Condition Year Ended December 31, 2024 2023 Change Total assets $ 4,223 $ 4,033 $ 190 Total liabilities 3,573 3,287 286 Total stockholders’ equity 650 746 (96) Total assets increased $190 million from December 31, 2023 to December 31, 2024 primarily related to increases in development advance notes in support of our growth strategy, cash and accounts receivables.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Financial Condition Year Ended December 31, 2025 2024 Change Total assets $ 4,182 $ 4,223 $ (41) Total liabilities 3,714 3,573 141 Total stockholders’ equity 468 650 (182) 32 Table of Contents Total assets decreased $41 million from December 31, 2024 to December 31, 2025 primarily related to the impairment and other charges related to the insolvency filing of Revo which resulted in a $160 million reduction in the carrying values of the related assets, partially offset by an increase in development advance notes in support of our growth strategy.
We may also provide other forms of financial support, such as enhanced credit support, to drive our business growth and strengthen our competitive position. We have outstanding development advances and loans with a large franchisee currently negotiating with its lenders regarding a potential sale of its business.
We may also offer other forms of financial support, such as enhanced credit support, to drive our business growth and increase our competitive position. We allocated $57 million on loans, net of repayments, to franchisees during 2025 to support hotel development activities.
During 2024, we paid $47 million, including amounts incurred in 2023, for this transaction. We expect all our cash needs to be funded from cash on hand and cash generated through operations, and/or availability under our revolving credit facility.
We expect all our cash needs to be funded from cash on hand, cash generated through operations, and/or availability under our revolving credit facility. Contractual Obligations Material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, purchase commitments and lease payments.
Additionally, approximately 78% of our pipeline is new construction, of which approximately 35% has broken ground. 31 Table of Content RESTRUCTURING During 2024, we approved a restructuring plan focused on enhancing our organizational efficiency. As a result, during 2024, we incurred $15 million of restructuring expenses relating to 135 employees primarily in our Hotel Franchising segment.
As a result, we incurred $15 million of restructuring expenses, all of which were personnel-related and primarily in our Hotel Franchising segment. Such plan resulted in a reduction of 135 employees in 2024.
Adjusted EBITDA during 2024 increased $40 million compared to the prior-year period primarily driven by: • $29 million of higher fee-related revenues, before development advance note amortization, as discussed above; • $5 million of lower general and administrative costs primarily due to operational efficiencies and an insurance recovery; and • $5 million of lower marketing, reservation and loyalty expenses primarily due to the absence of $18 million in expenses related to the 2023 global franchisee conference, partially offset by higher 2024 spend driven by increased marketing revenue.
Adjusted EBITDA during 2025 increased $14 million compared to the prior-year period primarily driven by: • $32 million of higher fee-related revenues, excluding development advance note amortization, as discussed above; partially offset by • $17 million of higher operating expenses primarily due to higher costs associated with growth in our co-branded credit card program, the absence of a benefit from insurance recoveries, and elevated costs associated with insurance, litigation defense and employee benefits, which were partially offset by cost containment measures, including both operational efficiencies and one-time variable cost reductions.
Year Ended December 31, 2024 2023 Change Rooms United States 501,800 497,600 1 % International 401,200 374,200 7 % Total rooms 903,000 871,800 4 % RevPAR United States $ 50.37 $ 50.42 — % International (a) 33.59 33.21 1 % Global RevPAR (a) 42.91 43.10 — % Average Royalty Rate United States 4.69 % 4.59 % 10 bps International 2.49 % 2.37 % 12 bps Global average royalty rate 3.95 % 3.89 % 6 bps ______________________ (a) Excluding currency effects, international RevPAR increased 8% and global RevPAR increased 2%.
See below for prior year reported amounts: Year Ended December 31, 2024 Rooms International 401,200 Total rooms 903,000 RevPAR International $ 33.59 Global RevPAR 42.91 Average Royalty Rate International 2.5 % Global average royalty rate 3.9 % (b) Excluding currency effects, international RevPAR was flat and global RevPAR decreased 3%. (c) Amounts may not recalculate due to rounding.
Net cash used in financing activities decreased $182 million compared to the prior year primarily due to $137 million of net borrowings primarily from our revolving credit facility, which was used for investments in the business and share repurchases.
Net cash used in investing activities increased $38 million compared to the prior year primarily due to an increase in cash used for loans in connection with development activities. Net cash used in financing activities increased $139 million compared to the prior year primarily due to a reduction in net borrowings, partially offset by $44 million of lower stock repurchases.
Removed
During the first quarter of 2021, the Company modified the definition of adjusted EBITDA to exclude the amortization of development advance notes 27 Table of Contents 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.
Added
Beginning in the second quarter of 2025, we revised our reporting methodology to exclude the impact of all rooms under the Super 8 China master license agreement from our reported system size, RevPAR and royalty rate, and corresponding growth metrics.
Removed
Amounts may not foot due to rounding. (d) Represents the number of affiliated hotels at the end of the period.
Added
Our financial results will continue to reflect fees due from the Super 8 master licensee in China, which contributed approximately $2 million to our full-year 2025 consolidated adjusted EBITDA.
Removed
“Rooms” represent the number of hotel rooms at the end of the period which are either under franchise and/or management agreements and properties under affiliation agreements for which we receive a fee for reservation and/or other services provided. “RevPAR” represents revenue per available room and is calculated by multiplying average occupancy rate by average daily rate.
Added
All system size, RevPAR and royalty rates presented for prior years have been recasted throughout this Annual Report to exclude the impact from all rooms associated with our Super 8 master licensee in China to conform to current year presentation.
Removed
Global average royalty rate increased 6 basis points compared to the prior year, including 10 basis points in the U.S. and 12 basis points internationally. 29 Table of Content YEAR ENDED DECEMBER 31, 2024 VS.
Added
During the preparation of our year-end 2025 financial statements, we became aware that a large European franchisee, Revo Hospitality Group (“Revo”) filed for insolvency proceedings under self-administration for most of its operating entities.
Removed
Our liquidity and access to capital may be impacted by our credit ratings, financial performance and global credit market conditions.
Added
As a result, we have evaluated the recoverability of the carrying value of assets associated with Revo as of December 31, 2025 and have recorded charges of $160 million, of which $86 million were reported within impairments and $74 million were reported within operating expenses on the Consolidated Statements of Income.
Removed
Net cash used in investing activities was $66 million in 2023 compared to cash provided by investing activities of $179 million in 2022.
Added
Year Ended December 31, 2025 2024 (a) Change (c) Rooms United States 505,100 501,800 1 % International 363,800 333,900 9 % Total rooms 868,900 835,700 4 % RevPAR United States $ 48.44 $ 50.37 (4 %) International (b) 38.13 38.63 (1 %) Global RevPAR (b) 44.12 45.69 (3 %) Average Royalty Rate United States 4.8 % 4.7 % 7 bps International 2.5 % 2.6 % (4 bps) Global average royalty rate 4.0 % 4.0 % (2 bps) ______________________ (a) Amounts have been recasted to exclude the impact from all rooms associated with our Super 8 master licensee in China to conform with current year presentation.
Removed
The change of $245 million was primarily due to the absence of the proceeds received in 2022 from the sales of our owned hotels and the termination fee from CorePoint Lodging associated with the exit of our select-service management business.
Added
The deferral of royalties from Revo Hospitality Group (“Revo”) impacted our international and global royalty rates unfavorably by 10 bps and 4 bps, respectively. YEAR ENDED DECEMBER 31, 2025 VS.
Removed
Stock repurchases decreased $55 million as 2022 benefited from the deployment of the proceeds received in connection with the sale of the owned hotels and exit of the select-service management business. Capital Deployment Our first priority is to invest in the business.
Added
Additionally, approximately 77% of our pipeline is new construction, of which approximately 36% has broken ground. 31 Table of Contents RESTRUCTURING AND OTHER-RELATED Restructuring During the second quarter of 2025, the Company approved a restructuring plan focused on streamlining our organizational structure, primarily within our marketing, reservation and loyalty functions.
Removed
Both the development advance notes and loans are secured with guarantees and collateral from our current franchisee, adding an additional layer of protection. The development advance notes and loans are expected to be assumed by the purchaser when the sale is finalized, which is expected by the end of February 2025, mitigating risk to our assets.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added−0 removed8 unchanged
Biggest changeWe use a current market pricing model to assess the changes in the value of our foreign currency derivatives used by us to hedge underlying exposure that primarily consists of our non-functional-currency current assets and liabilities.
Biggest changeWe anticipate that such foreign currency exchange rate risk will remain a market risk exposure for the foreseeable future. 38 Table of Contents We use a current market pricing model to assess the changes in the value of our foreign currency derivatives used by us to hedge underlying exposure that primarily consists of our non-functional-currency current assets and liabilities.
We have determined through such analyses that a hypothetical 10% change in foreign currency exchange rates would have resulted in approximately a $2 million increase or decrease to the fair value of our outstanding forward foreign currency exchange contracts, which would generally be offset by an opposite effect on the underlying exposure being economically hedged.
We have determined through such analyses that a hypothetical 10% change in foreign currency exchange rates would have resulted in approximately an $8 million increase or decrease to the fair value of our outstanding forward foreign currency exchange contracts, which would generally be offset by an opposite effect on the underlying exposure being economically hedged.
The primary assumption used in these models is a hypothetical 10% weakening or strengthening of the U.S. dollar against all our currency exposures as of December 31, 2024. The gains and losses on the hedging instruments are largely offset by the gains and losses on the underlying assets, liabilities or expected cash flows.
The primary assumption used in these models is a hypothetical 10% weakening or strengthening of the U.S. dollar against all our currency exposures as of December 31, 2025. The gains and losses on the hedging instruments are largely offset by the gains and losses on the underlying assets, liabilities or expected cash flows.
A hypothetical 10% change in our effective weighted average interest rate on our variable-rate borrowings would result in a $2 million increase or decrease to our annual long-term debt interest expense, and a one-point change in the underlying interest rates would result in approximately a $5 million increase or decrease in our annual interest expense.
A hypothetical 10% change in our effective weighted average interest rate on our variable-rate borrowings would result in a $2 million increase or decrease to our annual long-term debt interest expense, and a one-point change in the underlying interest rates would result in approximately a $6 million increase or decrease in our annual interest expense.
Argentina is considered to be a highly inflationary economy. As of December 31, 2024, we had total net exposure in Argentina relating to foreign currency of approximately $7 million. Foreign currency exchange losses related to Argentina were immaterial, $14 million and $4 million during 2024, 2023 and 2022, respectively.
Argentina is considered to be a highly inflationary economy. As of December 31, 2025, we had total net exposure in Argentina relating to foreign currency of approximately $8 million. Foreign currency exchange losses related to Argentina were immaterial during both 2025 and 2024 and $14 million during 2023.
The total outstanding balance of such variable-rate borrowings, net of swaps, was $531 million as of December 31, 2024.
The total outstanding balance of such variable-rate borrowings, net of swaps, was $649 million as of December 31, 2025.
As of December 31, 2024, the absolute notional amount of our outstanding foreign exchange hedging instruments was $186 million.
As of December 31, 2025, the absolute notional amount of our outstanding foreign exchange hedging instruments was $294 million.
We have foreign currency rate exposure to exchange rate fluctuations worldwide, particularly with respect to the Canadian Dollar, the Chinese Yuan, the Euro, the Brazilian Real, the British Pound and the Argentine Peso. We anticipate that such foreign currency exchange rate risk will remain a market risk exposure for the foreseeable future.
We have foreign currency rate exposure to exchange rate fluctuations worldwide, particularly with respect to the Canadian Dollar, the Chinese Yuan, the Euro, the Brazilian Real, the British Pound and the Argentine Peso.

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