Wyndham Hotels & Resorts, Inc 10-Q for FY2026 Q3
Wyndham Hotels & Resorts, Inc. (WH)
10-Q
2026-10-22
For: 2026-09-30
View Original
Added on
October 22, 2026
About this 10-Q
Wyndham Hotels & Resorts, Inc filed this 10-Q on October 22, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Wyndham Hotels & Resorts reported nine-month net revenues of 1,112 million and net income of 262 million; third-quarter net revenues rose 7% to 410 million while net income fell 6% to 99 million. Liquidity was $988 million as of September 30, 2026. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $410M
- up 7.3% from $382M a year earlier
- Net income
- $99M
- down 5.7% from net income of $105M a year earlier
- Diluted EPS
- $1.33
- down 2.2% from $1.36 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended September 30, 2026
or
For the transition period from to
Commission File Number: 001-38432
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Zip Code) | |||||||||||
(Address of principal executive offices) | |||||||||||
(973 ) 753-6000
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☑ | Accelerated filer | ☐ | |||||||||||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||||||||
Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date:
TABLE OF CONTENTS
Page | ||||||||
PART I | FINANCIAL INFORMATION | |||||||
Item 1. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
PART II | OTHER INFORMATION | |||||||
Item 1. | ||||||||
Item 1A. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
Item 5. | ||||||||
Item 6. | ||||||||
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Wyndham Hotels & Resorts, Inc.
Results of Review of Interim Financial Information
We have reviewed the accompanying condensed consolidated balance sheet of Wyndham Hotels & Resorts, Inc. and subsidiaries (the “Company”) as of September 30, 2026, the related condensed consolidated statements of income, comprehensive income, and equity for the three-month and nine-month periods ended September 30, 2026 and 2025, and of cash flows for the nine-month periods ended September 30, 2026 and 2025, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, and the related consolidated statements of income, comprehensive income, cash flows, and equity for the year then ended (not presented herein); and in our report dated February 19, 2026, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
The interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ Deloitte & Touche LLP
New York, New York
October 22, 2026
WYNDHAM HOTELS & RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||
| Royalties and franchise fees | $ | $ | $ | $ | |||||||||||||||||||
| Marketing, reservation and loyalty | |||||||||||||||||||||||
| Management and other fees | |||||||||||||||||||||||
| License and other fees | |||||||||||||||||||||||
Other | |||||||||||||||||||||||
Net revenues | |||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Marketing, reservation and loyalty | |||||||||||||||||||||||
| Operating | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Restructuring and other-related | |||||||||||||||||||||||
| Transaction-related | |||||||||||||||||||||||
| Separation-related | ( | ||||||||||||||||||||||
Total expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
Interest expense, net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
Provision for income taxes | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
Earnings per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
2
WYNDHAM HOTELS & RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income/(loss), net of tax | |||||||||||||||||||||||
Foreign currency translation adjustments | ( | ( | ( | ||||||||||||||||||||
Unrealized gains/(losses) on cash flow hedges | ( | ||||||||||||||||||||||
Other comprehensive income/(loss), net of tax | ( | ( | |||||||||||||||||||||
Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
3
WYNDHAM HOTELS & RESORTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Trade receivables, net | |||||||||||
Prepaid expenses | |||||||||||
Other current assets | |||||||||||
Total current assets | |||||||||||
Property and equipment, net | |||||||||||
Goodwill | |||||||||||
Trademarks, net | |||||||||||
Franchise agreements and other intangibles, net | |||||||||||
Other non-current assets | |||||||||||
Total assets | $ | $ | |||||||||
Liabilities and stockholders’ equity | |||||||||||
Current liabilities: | |||||||||||
Current portion of long-term debt | $ | $ | |||||||||
Accounts payable | |||||||||||
Deferred revenues | |||||||||||
Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
Deferred income taxes | |||||||||||
Deferred revenues | |||||||||||
Other non-current liabilities | |||||||||||
Total liabilities | |||||||||||
| Commitments and contingencies (Note 12) | |||||||||||
Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost – | ( | ( | |||||||||
Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Accumulated other comprehensive income | |||||||||||
Total stockholders’ equity | |||||||||||
Total liabilities and stockholders’ equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
4
WYNDHAM HOTELS & RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by/(used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Development advance notes amortization | |||||||||||
| Provision for doubtful accounts | |||||||||||
Deferred income taxes | ( | ( | |||||||||
Stock-based compensation | |||||||||||
Net change in assets and liabilities: | |||||||||||
Trade receivables | ( | ( | |||||||||
Prepaid expenses | ( | ||||||||||
Other current assets | ( | ||||||||||
Accounts payable, accrued expenses and other current liabilities | ( | ||||||||||
| Deferred revenues | ( | ||||||||||
| Payments of development advance notes, net | ( | ( | |||||||||
| Other, net | ( | ||||||||||
Net cash provided by operating activities | |||||||||||
Investing activities | |||||||||||
Property and equipment additions | ( | ( | |||||||||
| Loan advances, net | ( | ( | |||||||||
Net cash used in investing activities | ( | ( | |||||||||
Financing activities | |||||||||||
| Proceeds from borrowings | |||||||||||
Principal payments on long-term debt | ( | ( | |||||||||
Debt issuance costs | ( | ||||||||||
Dividends to stockholders | ( | ( | |||||||||
Repurchases of common stock | ( | ( | |||||||||
Exercise of stock options | |||||||||||
Net share settlement of incentive equity awards | ( | ( | |||||||||
Other, net | ( | ||||||||||
Net cash used in financing activities | ( | ( | |||||||||
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net increase/(decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
5
WYNDHAM HOTELS & RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In millions)
(Unaudited)
Common Shares Outstanding | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
Net share settlement of incentive equity awards | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Change in deferred compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of shares for restricted stock units vesting | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Balance as of March 31, 2026 | ( | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 102 | — | |||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
Change in deferred compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2026 | ( | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
Change in deferred compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | 1 | |||||||||||||||||||||||||||||||||||
| Other | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2026 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Common Shares Outstanding | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
Net share settlement of incentive equity awards | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Change in deferred compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of shares for restricted stock units vesting | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2025 | ( | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
Change in deferred compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 | ( | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
Net share settlement of incentive equity awards | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Change in deferred compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2025 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
6
WYNDHAM HOTELS & RESORTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are in millions, except share and per share amounts)
(Unaudited)
| 1. BASIS OF PRESENTATION | ||
Wyndham Hotels & Resorts, Inc. (collectively with its consolidated subsidiaries, “Wyndham Hotels” or the “Company”) is a leading global hotel franchisor, licensing its renowned hotel brands to hotel owners in approximately 100 countries around the world.
Business Description
Wyndham Hotels’ primary segment is hotel franchising which principally consists of licensing the Company’s lodging brands and providing related services to third-party hotel owners and others.
| 2. NEW ACCOUNTING PRONOUNCEMENTS | ||
Recently Issued Accounting Pronouncements
In September 2025, the Financial Accounting Standards Board (“FASB”) issued an accounting update, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which changes how an entity is required to begin capitalizing software costs to when both of the following occur: (1) management has authorized and committed to funding the software project; and (2) it is probable that the project will be completed and the software will be used to perform the function intended. This guidance is effective for fiscal years beginning after December 15, 2027 and interim periods within fiscal years beginning after December 15, 2028. The Company is evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. The Company will adopt the guidance on January 1, 2028, as required.
In November 2024, the FASB issued an accounting update, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses on an annual and interim basis. This update requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Other than additional disclosure, the Company does not expect a change to its consolidated financial statements. The Company will adopt the guidance on January 1, 2027, as required.
7
| 3. REVENUE RECOGNITION | ||
Deferred Revenues
Deferred revenues, or contract liabilities, generally represent payments or consideration received in advance for goods or services that the Company has not yet provided to the customer. Deferred revenues as of September 30, 2026 and December 31, 2025 are as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
Deferred initial franchise fee revenues | $ | $ | |||||||||
Deferred loyalty program revenues | |||||||||||
Deferred co-branded credit card program revenues | |||||||||||
Deferred other revenues | |||||||||||
Total | $ | $ | |||||||||
Deferred initial franchise fees represent payments received in advance from prospective franchisees upon the signing of a franchise agreement and are generally recognized to revenue within 13 years. Deferred loyalty revenues represent the portion of loyalty program fees charged to franchisees, net of redemption costs, that have been deferred and will be recognized over time based upon loyalty point redemption patterns. Deferred co-branded credit card program revenue represents payments received in advance from the Company’s co-branded credit card partners, primarily for card member activity.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The consideration received from a customer is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied. The following table summarizes the Company’s remaining performance obligations for the twelve-month periods set forth below:
| 10/1/2026 - 9/30/2027 | 10/1/2027 - 9/30/2028 | 10/1/2028 - 9/30/2029 | Thereafter | Total | |||||||||||||||||||||||||
Initial franchise fee revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Loyalty program revenues | |||||||||||||||||||||||||||||
Co-branded credit card program revenues | |||||||||||||||||||||||||||||
Other revenues | |||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
8
Disaggregation of Net Revenues
The table below presents a disaggregation of the Company’s net revenues from contracts with customers by major services and products:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Royalties and franchise fees | $ | $ | $ | $ | |||||||||||||||||||
| Marketing and reservation fees | |||||||||||||||||||||||
| Loyalty revenue | |||||||||||||||||||||||
Management fees | |||||||||||||||||||||||
| Owned hotel revenues | |||||||||||||||||||||||
| License and other fees | |||||||||||||||||||||||
Partnership fees (a) | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
Net revenues | $ | $ | $ | $ | |||||||||||||||||||
______________________
(a) Partnership fees are related to third-party partnership agreements, including the Company's co-branded credit card program. Such fees were previously reported within other revenue as it relates to this table.
Capitalized Contract Costs
9
| 4. EARNINGS PER SHARE | ||
The computation of basic and diluted earnings per share (“EPS”) is based on net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively.
The following table sets forth the computation of basic and diluted EPS (in millions, except per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted average shares outstanding | |||||||||||||||||||||||
Stock options and restricted stock units (“RSUs”) (a) | |||||||||||||||||||||||
Diluted weighted average shares outstanding | |||||||||||||||||||||||
Earnings per share: | |||||||||||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted | |||||||||||||||||||||||
Dividends: | |||||||||||||||||||||||
Cash dividends declared per share | $ | $ | $ | $ | |||||||||||||||||||
Aggregate dividends paid to stockholders | $ | $ | $ | $ | |||||||||||||||||||
______________________
(a) Anti-dilutive shares related to stock options and PSUs were immaterial 0.5 million and 0.4 million for the three and nine months ended September 30, 2026, respectively and 0.2 million for both the three and nine months ended September 30, 2025, respectively. Such shares were excluded from shares outstanding as their effect would have been anti-dilutive under the treasury stock method.
Stock Repurchase Program
The following table summarizes stock repurchase activity under the current stock repurchase program since inception in 2018 (in millions, except per share data) which includes excise taxes and fees:
| Shares | Cost | Average Price Per Share | |||||||||||||||
As of December 31, 2025 | $ | $ | |||||||||||||||
For the nine months ended September 30, 2026 | |||||||||||||||||
| As of September 30, 2026 | $ | $ | |||||||||||||||
10
| 5. NON-CASH HOTEL ACQUISITIONS | ||
In January of 2026, a large European franchisee, Revo Hospitality Group (“Revo”), commenced insolvency proceedings under self-administration for most of its operating entities. The Company’s accounts receivable, loans receivable and development advance notes with this franchisee are secured by a collateral package that includes certain share pledges, bank account pledges, trademark/IP pledges, second liens on select real estate and personal guarantees from the franchisee’s principal. In the first quarter of 2026, the Company enforced its collateral package on the outstanding obligations owed to the Company by Revo, and as a result, the Company exercised its rights to foreclose on and take ownership of two hotel properties in Europe. The estimated aggregate fair value of the net assets of these hotel operating entities is $23 million which primarily consists of $27 million of buildings and $12 million of land, partially offset by $15 million of assumed mortgages on such hotel properties. In connection with the non-cash acquisition, the Company reduced the carrying amount of the related loans receivable by $13 million and development advance notes by $10 million from Revo. The judgments and assumptions used in determining the aggregate fair value of the net assets are classified as level three in the fair value hierarchy. The results of operations of these hotels have been included in the Condensed Consolidated Statements of Income since the date the Company took ownership.
As of September 30, 2026, the Company had restricted cash of approximately $19 million related to its Revo collateral package discussed above and is reported within other non-current assets and other non-current liabilities on the Condensed Consolidated Balance Sheet. The restricted cash arose as a result of the Company's collateral rights to the relevant bank accounts, thereby enabling the receipt of such funds. Nevertheless, certain court and insolvency administrator approvals are required to determine the amount to which the Company is entitled. The adjudication process is anticipated to span several months to years. The insolvency administrator and courts will issue determinations regarding the allocation of funds among creditors, including the amounts and timing of any such distributions. Upon agreement with these determinations by all relevant parties, the funds will be disbursed accordingly.
| 6. RECEIVABLES | ||
Allowance for Doubtful Accounts
The following table sets forth the activity in the Company’s allowance for doubtful accounts on trade accounts receivable for the nine months ended:
| 2026 | 2025 | ||||||||||
| Balance as of January 1, | $ | $ | |||||||||
| Provision for doubtful accounts | |||||||||||
| Bad debt write-offs | ( | ( | |||||||||
Other (a) | |||||||||||
| Balance as of September 30, | $ | $ | |||||||||
______________________
(a) Relates to a non-cash reclass associated with development advance notes for Revo.
As of September 30, 2026, the Company had accounts receivable with a net book value of $2 million due from Revo.
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Loans Receivable
The Company’s Condensed Consolidated Balance Sheets include the following with respect to loans receivable, including accrued interest:
| Condensed Consolidated Balance Sheets: | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Gross | Allowance | Net | Gross | Allowance | Net | |||||||||||||||||||||||||||||||||
| Other current assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Other non-current assets | ( | ( | ||||||||||||||||||||||||||||||||||||
Total loans receivable, net (a) (b) | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
______________________
(a) Gross loans receivable were reduced by $13 million due to the non-cash hotel acquisitions. Accordingly, the Company has no remaining net book value relating to loans receivable from Revo as of September 30, 2026. See Note 5 - Non-Cash Hotel Acquisitions for more details.
The following table sets forth the activity in the Company’s allowance for loan losses on loans receivable for the nine months ended:
| 2026 | 2025 | ||||||||||
| Balance as of January 1, | $ | $ | |||||||||
| Provision for loan losses | |||||||||||
| Write-offs | |||||||||||
Other (a) | ( | ||||||||||
| Balance as of September 30, | $ | $ | |||||||||
| 7. PROPERTY AND EQUIPMENT, NET | ||
Property and equipment, net consisted of:
| September 30, 2026 | December 31, 2025 | ||||||||||
Land (a) | |||||||||||
Buildings (a) | |||||||||||
| Building improvements | |||||||||||
| Leasehold improvements | |||||||||||
| Capitalized software | |||||||||||
| Furniture, fixtures and equipment | |||||||||||
| Construction in progress | |||||||||||
| Less: Accumulated depreciation | |||||||||||
| $ | $ | ||||||||||
_____________________
(a) Land and buildings increased due to the non-cash hotel acquisitions. See Note 5 - Non-Cash Hotel Acquisitions for more details.
| 8. FRANCHISING, MARKETING AND RESERVATION ACTIVITIES | ||
Royalties and franchise fee revenues on the Condensed Consolidated Statements of Income include initial franchise fees of $5 million and $4 million for the three months ended September 30, 2026 and 2025, respectively, and $14 million and $15 million for the nine months ended September 30, 2026 and 2025, respectively.
In accordance with its franchise agreements, the Company is generally contractually obligated to expend the marketing and reservation fees it collects from franchisees for the operation of an international, centralized, brand-specific reservation system
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and for marketing purposes such as advertising, promotional and co-marketing programs, and training for the respective franchisees.
Development Advance Notes
The Company may, at its discretion, provide development advance notes to certain franchisees/hotel owners in order to assist them in converting to one of its brands, in building a new hotel to be flagged under one of its brands or in assisting in other franchisee expansion efforts. Provided the franchisee/hotel owner is in compliance with the terms of the franchise agreement, all or a portion of the development advance notes may be forgiven by the Company over the period of the franchise agreement. Otherwise, the related principal is due and payable to the Company. In certain instances, the Company may earn interest on unpaid franchisee development advance notes.
The Company’s Condensed Consolidated Financial Statements include the following with respect to development advances:
Condensed Consolidated Balance Sheets: | September 30, 2026 | December 31, 2025 | |||||||||
Other non-current assets (a) | $ | $ | |||||||||
Condensed Consolidated Statements of Income: | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Forgiveness of notes (b) | $ | $ | $ | $ | |||||||||||||||||||
Bad debt expense related to notes | |||||||||||||||||||||||
______________________
(a) Development advance notes were reduced by $10 million due to the non-cash hotel acquisitions. Accordingly, the Company has no remaining net book value relating to development advance notes from Revo as of September 30, 2026. See Note 5 - Non-Cash Hotel Acquisitions for more details.
(b) Amounts are primarily recorded as a reduction of both royalties and franchise fees and marketing, reservation and loyalty revenues on the Condensed Consolidated Statements of Income.
Condensed Consolidated Statements of Cash Flows: | Nine Months Ended September 30, | ||||||||||
| 2026 | 2025 | ||||||||||
| Payments of development advance notes | $ | ( | $ | ( | |||||||
| Proceeds from repayment of development advance notes | |||||||||||
Payments of development advance notes, net | $ | ( | $ | ( | |||||||
The Company made a non-cash reclassification of $11 million during the nine months ended September 30, 2025 from loans receivable to development advance notes, both of which were reported within other non-current assets.
| 9. INCOME TAXES | ||
The Company files income tax returns in the U.S. federal and state jurisdictions, as well as in foreign jurisdictions. With certain exceptions, the Company is no longer subject to federal income tax examinations for years prior to 2022. The Company is no longer subject to state and local, or foreign, income tax examinations for years prior to 2018.
The Company made cash income tax payments, net of refunds, of $100 million and $66 million for the nine months ended September 30, 2026 and 2025, respectively.
The Company’s effective tax rates were 26.7 % and 26.1 % during the three months ended September 30, 2026 and 2025, respectively. During 2026, the effective tax rate was higher primarily due to a lower tax benefit associated with restructuring costs.
The Company’s effective tax rates were 25.6 % and 24.5 % during the nine months ended September 30, 2026 and 2025, respectively. During 2026, the effective tax rate was higher primarily due to a lower tax benefit associated with stock-based compensation.
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| 10. LONG-TERM DEBT AND BORROWING ARRANGEMENTS | ||
The Company’s indebtedness consisted of:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
Long-term debt: (a) | Amount | Weighted Average Rate (b) | Amount | Weighted Average Rate (b) | |||||||||||||||||||
$ | $ | $ | |||||||||||||||||||||
$ | |||||||||||||||||||||||
$ | — | ||||||||||||||||||||||
$ | |||||||||||||||||||||||
$ | |||||||||||||||||||||||
| Other debt | — | ||||||||||||||||||||||
| Total long-term debt | |||||||||||||||||||||||
| Less: Current portion of long-term debt | |||||||||||||||||||||||
| Long-term debt | $ | $ | |||||||||||||||||||||
______________________
(a) The carrying amount of the term loans and senior unsecured notes are net of deferred debt issuance costs of $17 million and $10 million as of September 30, 2026 and December 31, 2025, respectively. The carrying amount of the term loan B is net of unamortized discounts of $4
(b) Weighted average interest rates are based on the stated interest rate for the year-to-date periods and include the effects of hedging.
Maturities and Capacity
The Company’s outstanding debt as of September 30, 2026 matures as follows:
| Long-Term Debt | |||||
| Within 1 year | $ | ||||
| Between 1 and 2 years | |||||
| Between 2 and 3 years | |||||
| Between 3 and 4 years | |||||
| Between 4 and 5 years | |||||
| Thereafter | |||||
| Total | $ | ||||
As of September 30, 2026, the available capacity under the Company’s revolving credit facility was as follows:
| Revolving Credit Facility | |||||
| Total capacity | $ | ||||
| Less: Borrowings | |||||
| Available capacity | $ | ||||
Revolving Credit Facility
The Company had $83 million and $224 million outstanding borrowings on its revolving credit facility as of September 30, 2026 and December 31, 2025, respectively. Such borrowings on its revolving credit facility are included within long-term debt on the Condensed Consolidated Balance Sheets.
5.625% Senior Unsecured Notes
In February 2026, the Company issued $650 million aggregate principal amount of senior unsecured notes, which mature in 2033 and bear interest at a rate of 5.625 % per year, for net proceeds of $642 million. Interest is payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2026. The notes are redeemable in whole or in part at various times and premiums per their indenture, with the first call date of March 1, 2029 at a price of 102.813%. The
14
Company used the net cash proceeds from the notes primarily to pay off then-outstanding borrowings under its revolving credit facility and term loan A.
Other Debt
During the first quarter, the Company assumed $15 million of mortgages that are secured by the two hotel properties that the Company acquired through the enforcement of its collateral on trade receivables, loans receivable and development advance notes owed to the Company by Revo. The mortgages have varying maturity dates ranging from 2026 to 2031 with a weighted average remaining term of 1.1 years. See Note 5 - Non-Cash Hotel Acquisitions for more details.
Deferred Debt Issuance Costs
The Company classifies deferred debt issuance costs related to its revolving credit facility within other non-current assets on the Condensed Consolidated Balance Sheets. Such deferred debt issuance costs were $4
Cash Flow Hedge
As of September 30, 2026, the Company has pay-fixed/receive-variable interest rate swaps in place to hedge interest rate exposure on $1.4 billion on its variable-rate debt, effectively covering over 95% of its outstanding term loan B. These swaps carry weighted average fixed rates (plus applicable spreads) ranging from 3.31 % to 3.84 % based on the effective dates of each agreement, with $475 million of swaps expiring in the fourth quarter of 2027, $600 million expiring in the second quarter of 2028, and $350 million expiring in the third quarter of 2028. For both the nine months ended September 30, 2026 and 2025, the weighted average fixed rate (plus applicable spreads) on the swaps was 3.58 %. The aggregate fair value of these interest rate swaps was a net asset of $23 million and net liability of $10 million as of September 30, 2026 and December 31, 2025, respectively, which were included within other non-current assets and other non-current liabilities on the Consolidated Balance Sheets, respectively. Income recognized in interest expense, net on the Condensed Consolidated Statements of Income from such swaps was immaterial and $3 million during the three months ended September 30, 2026 and 2025, respectively and $1 million and $8 million during the nine months ended September 30, 2026 and 2025, respectively.
There was no hedging ineffectiveness recognized in the nine months ended September 30, 2026 or 2025. The Company expects to reclassify gains of $12 million from accumulated other comprehensive income (“AOCI”) to interest expense during the next 12 months.
Interest Expense, Net
The Company incurred net interest expense of $37 million and $36 million for the three months ended September 30, 2026 and 2025, respectively and $108 million and $103 million during the nine months ended September 30, 2026 and 2025, respectively. Cash paid related to such interest was $74 million and $112 million for the nine months ended September 30, 2026 and 2025, respectively.
| 11. FAIR VALUE | ||
The Company measures its financial assets and liabilities at fair value on a recurring basis and utilizes the fair value hierarchy to determine such fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
Level 1: Quoted prices for identical instruments in active markets.
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable.
Level 3: Unobservable inputs used when little or no market data is available. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input (closest to Level 3) that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
15
The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The carrying amounts of cash and cash equivalents, trade and notes receivables, accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The carrying amounts of loans receivable, primarily included in other non-current assets in the Condensed Consolidated Balance Sheets, approximate fair value due as the interest rates on such notes are comparable to market rates and/or their relatively short-term maturity. The weighted average remaining contractual term on the notes was 0.9 years as of September 30, 2026. The carrying amounts and estimated fair values of all other financial instruments are as follows:
| September 30, 2026 | |||||||||||
| Carrying Amount | Estimated Fair Value | ||||||||||
| Debt | $ | $ | |||||||||
The Company estimates the fair value of its debt using Level 2 inputs based on indicative bids from investment banks or quoted market prices.
Financial Instruments
Changes in interest rates and foreign exchange rates expose the Company to market risk. The Company uses cash flow hedges as part of its overall strategy to manage its exposure to market risks associated with fluctuations in interest rates and foreign currency exchange rates. As a matter of policy, the Company only enters into transactions that it believes will be highly effective at offsetting the underlying risk, and it does not use derivatives for trading or speculative purposes. The Company estimates the fair value of its derivatives using Level 2 inputs.
Interest Rate Risk
A portion of debt used to finance the Company’s operations is exposed to interest rate fluctuations. The Company uses various hedging strategies and derivative financial instruments to create a desired mix of fixed and floating rate assets and liabilities. Derivative instruments currently used in these hedging strategies include interest rate swaps. The derivatives used to manage the risk associated with the Company’s floating rate debt are derivatives designated as cash flow hedges. See Note 10 - Long-Term Debt and Borrowing Arrangements for the impact of such cash flow hedges.
Foreign Currency Risk
The Company has foreign currency rate exposure to exchange rate fluctuations worldwide, particularly with respect to the Canadian Dollar, Chinese Yuan, Euro, Brazilian Real, British Pound and Argentine Peso. The Company uses foreign currency forward contracts at various times to manage and reduce the foreign currency exchange rate risk associated with its foreign currency denominated receivables and payables, forecasted royalties and forecasted earnings and cash flows of foreign subsidiaries and other transactions. The Company recognized gains of $1 million and $3 million from freestanding foreign currency exchange contracts during the three months ended September 30, 2026 and 2025, respectively. The Company recognized $3 million of gains and $3 million of losses during the nine months ended September 30, 2026 and 2025, respectively. Such gains and losses are included in operating expenses in the Condensed Consolidated Statements of Income.
The Company accounts for certain countries as a highly inflationary economy, with its exposure primarily related to Argentina. The Company incurred immaterial and $1 million of foreign currency exchange losses related to highly inflationary countries during the three months ended September 30, 2026 and 2025. The Company incurred immaterial
Credit Risk and Exposure
The Company is exposed to counterparty credit risk in the event of nonperformance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and often by requiring collateral in instances in which financing is provided. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties.
16
| 12. COMMITMENTS AND CONTINGENCIES | ||
Litigation
The Company is involved, at times, in claims, legal and regulatory proceedings and governmental inquiries arising in the ordinary course of its business, including but not limited to: breach of contract, fraud and bad faith claims with franchisees in connection with franchise agreements, as well as negligence, breach of contract, fraud, employment, consumer protection and other statutory claims asserted in connection with alleged acts or occurrences at owned, franchised or managed properties or in relation to guest reservations and bookings. The Company may also at times be involved in claims, legal and regulatory proceedings and governmental inquiries relating to bankruptcy proceedings involving efforts to collect receivables from a debtor in bankruptcy, employment matters, claims of infringement upon third parties’ intellectual property rights, claims relating to information security, privacy and consumer protection, fiduciary duty/trust claims, tax claims, environmental claims and landlord/tenant disputes. Along with many of its competitors, the Company and/or certain of its subsidiaries have been named as defendants in litigation matters filed in state and federal courts, alleging statutory and common law claims related to purported incidents of sex trafficking at certain franchised and managed hotel facilities. Many of these matters are in the pleading or discovery stages at this time. In certain matters, discovery has closed and the parties are engaged in dispositive motion practice or preparing for potential trial. As of September 30, 2026, the Company is aware of approximately 80 pending matters filed naming the Company and/or subsidiaries. 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. Based upon the status of these matters, the Company has not made a determination as to the likelihood of a probable material loss of any one of these matters and is unable to estimate a range of losses at this time.
The Company records an accrual for legal contingencies when it determines, after consultation with outside counsel, that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome, and when it is probable that a liability has been incurred, its ability to make a reasonable estimate of loss. The Company reviews these accruals each reporting period and makes revisions based on changes in facts and circumstances, including changes to its strategy in dealing with these matters.
The Company believes that it has adequately accrued for such matters with reserves of $2 8 million in excess of recorded accruals. However, the Company does not believe that the impact of such litigation will result in a material liability to the Company in relation to its combined financial position or liquidity.
Guarantees
Separation-related guarantees
The Company assumed one-third of certain contingent and other corporate liabilities of former parent incurred prior to the spin-off, including liabilities of former parent related to, arising out of or resulting from certain terminated or divested businesses, certain general corporate matters of former parent and any actions with respect to the separation plan or the distribution made or brought by any third party.
| 13. STOCK-BASED COMPENSATION | ||
The Company has a stock-based compensation plan available to grant non-qualified stock options, incentive stock options, stock-settled appreciation rights (“SSARs”), RSUs, performance-vesting restricted stock units (“PSUs”) and/or other stock-based awards to key employees and non-employee directors. Under the Amended and Restated Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (“Stock Plan”), a maximum of 10.0 million shares of common stock may be awarded. As of September 30, 2026, 4.0 million shares remained available.
During 2026, the Company granted incentive equity awards totaling $30 million to key employees and senior officers in the form of RSUs. The RSUs generally vest ratably over a period of four years based on continuous service. Additionally, the Company also approved incentive equity awards to key employees and senior officers in the form of PSUs with a maximum grant value of $19 million. The PSUs generally cliff vest on the third anniversary of the grant date based on continuous service
17
with the number of shares earned (0 % to 200 % of the target award) dependent upon the extent to which the Company achieves certain performance metrics.
Incentive Equity Awards Granted by the Company
The activity related to the Company’s incentive equity awards for the nine months ended September 30, 2026 consisted of the following:
RSUs | PSUs | ||||||||||||||||||||||
| Number of RSUs | Weighted Average Grant Price | Number of PSUs | Weighted Average Grant Price | ||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | |||||||||||||||||||||
Granted (a) | (b) | ||||||||||||||||||||||
Vested | ( | ( | |||||||||||||||||||||
Canceled | |||||||||||||||||||||||
| Balance as of September 30, 2026 | (c) | $ | (d) | $ | |||||||||||||||||||
______________________
(a)Represents awards granted by the Company primarily in March 2026.
(b)Represents awards granted by the Company at the maximum achievement level of 200 % of target payout. Actual shares that may be issued can range from 0 % to 200 % of target.
(c)RSUs outstanding as of September 30, 2026 have an aggregate unrecognized compensation expense of $52 million, which is expected to be recognized over a weighted average period of 2.7 years.
(d)PSUs outstanding as of September 30, 2026 have an aggregate maximum potential unrecognized compensation expense of $34 million, which may be recognized over a weighted average period of 1.9 years based on attainment of targets.
There were no stock options granted in 2026 or 2025. The activity related to stock options for the nine months ended September 30, 2026 consisted of the following:
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
| Outstanding as of December 31, 2025 | $ | ||||||||||||||||||||||
Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Canceled | |||||||||||||||||||||||
Outstanding as of September 30, 2026 | $ | $ | |||||||||||||||||||||
Unvested as of September 30, 2026 | $ | — | $ | ||||||||||||||||||||
Exercisable as of September 30, 2026 | $ | $ | |||||||||||||||||||||
Stock-Based Compensation Expense
| 14. SEGMENT INFORMATION | ||
Wyndham Hotels’ primary segment is Hotel Franchising which principally consists of licensing the Company’s lodging brands and providing related services to third-party hotel owners and others. This reportable segment represents the Company’s operating segment for which separate financial information is available and is utilized on a regular basis by its chief operating decision maker to assess performance and allocate resources. The Company’s chief operating decision maker (“CODM”) is the
18
chief executive officer. In identifying its reportable segment, the Company also considers the nature of services provided by its operating segment. The Company’s primary measure of segment profit or loss is net income. The CODM evaluates the operating results of the Company on a consolidated basis based upon net revenues and net income, which is the measure of profit or loss that is most consistent with GAAP measurement principles and is used by the CODM internally to assess operating performance. The CODM also uses adjusted EBITDA to evaluate the operating results of its Hotel Franchising reportable segment.
Provided below is the Company’s segment profitability measure and significant segment expenses.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net revenues | $ | $ | $ | $ | |||||||||||||||||||
Less expenses (a) | |||||||||||||||||||||||
Compensation | ( | ( | ( | ( | |||||||||||||||||||
Selling and advertising | ( | ( | ( | ( | |||||||||||||||||||
Outsourced services and information technology (b) | ( | ( | ( | ( | |||||||||||||||||||
Professional fees | ( | ( | ( | ( | |||||||||||||||||||
Other segment items (c) | ( | ( | ( | ( | |||||||||||||||||||
Corporate expenses (d) | ( | ( | ( | ( | |||||||||||||||||||
Consolidated net income | $ | $ | $ | $ | |||||||||||||||||||
_____________________
(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the Company’s CODM.
(b) Information technology costs primarily include maintenance costs and software as a service cost.
(c) Other segment items include depreciation and amortization, stock-based compensation, restructuring and other-related costs, travel and entertainment, insurance and other operating expenses.
(d) Corporate expenses include interest expense, net, transaction and restructuring and other-related expenses, provision for income taxes, compensation costs, and other overhead costs.
| 15. OTHER EXPENSES AND CHARGES | ||
Restructuring and Other-Related
During the first quarter of 2026, the Company approved a restructuring plan that commenced in the second quarter of 2026 which focuses on transitioning certain functions to a global shared service center. As a result, during the three and nine months ended September 30, 2026, the Company incurred $2 million and $8 million, respectively, of restructuring and other-related expenses relating to the 2026 plan, impacting 40 employees.
During the second quarter of 2025, the Company approved a restructuring plan focused on streamlining its organizational structure, primarily within its marketing, reservation and loyalty functions. As a result, the Company incurred $4 million of restructuring expenses during the nine months ended September 30, 2026 and $2 million and $16 million during the three and nine months ended September 30, 2025 relating to the 2025 plan. Such charges were primarily in its Hotel Franchising segment and impacting a total of 202 employees.
19
The following table presents activity for the nine months ended September 30, 2026:
| 2026 Activity | |||||||||||||||||||||||||||||
Liability as of December 31, 2025 (a) | Costs Recognized (b) | Cash Payments | Liability as of September 30, 2026 (c) | ||||||||||||||||||||||||||
| 2026 Plan | |||||||||||||||||||||||||||||
| Personnel-related | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Other-related (d) | ( | ||||||||||||||||||||||||||||
| Total 2026 Plan | ( | ||||||||||||||||||||||||||||
| 2025 Plan | |||||||||||||||||||||||||||||
| Personnel-related | ( | ||||||||||||||||||||||||||||
| Facility-related | ( | ||||||||||||||||||||||||||||
| Total 2025 Plan | ( | ||||||||||||||||||||||||||||
| Total accrued restructuring | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
_____________________
(a)Reported within accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.
(b)Costs recognized for the nine months ended September 30, 2026 were $9 million relating to Corporate and $3 million relating to Hotel Franchising segment.
(c)Reported within accrued expenses and other current liabilities of $5 million and other non-current liabilities of $2 million as of September 30, 2026 on the Condensed Consolidated Balance Sheets.
(d)Other-related expenses primarily consist of professional fees related to restructuring activities under the 2026 plan.
The following table presents activity for the nine months ended September 30, 2025:
| 2025 Activity | |||||||||||||||||||||||||||||
| Liability as of December 31, 2024 | Costs Recognized | Cash Payments | Liability as of September 30, 2025 | ||||||||||||||||||||||||||
| 2024 Plan | |||||||||||||||||||||||||||||
| Personnel-related | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| 2025 Plan | |||||||||||||||||||||||||||||
| Personnel-related | ( | ||||||||||||||||||||||||||||
| Facility-related | |||||||||||||||||||||||||||||
| Total 2025 Plan | ( | ||||||||||||||||||||||||||||
| Total accrued restructuring | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Transaction-Related
Transaction-related expenses were immaterial and $3 million during the three and nine months ended September 30, 2026, respectively and $1 million and $2 million during the three and nine months ended September 30, 2025, respectively. The 2026 amount primarily relates to costs associated with the issuance of the 5.625 % senior unsecured notes. The 2025 amounts primarily relate to stock-based compensation costs associated with the failed hostile takeover defense.
Separation-Related
Separation-related costs associated with the Company’s spin-off from former parent were immaterial and $1 million of income during the three and nine months ended September 30, 2026, respectively, and immaterial and $1 million of expense during the three and nine months ended September 30, 2025, respectively.
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| 16. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) | ||
The components of AOCI are as follows:
| Net of Tax | Foreign Currency Translation Adjustments | Cash Flow Hedges | Accumulated Other Comprehensive Income/(Loss) | ||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | $ | |||||||||||||
| Period change | ( | ||||||||||||||||
| Balance as of March 31, 2026 | |||||||||||||||||
| Period change | ( | ||||||||||||||||
| Balance as of June 30, 2026 | |||||||||||||||||
| Period change | ( | ||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | ||||||||||||||
| Net of Tax | |||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ||||||||||||||
| Period change | ( | ( | |||||||||||||||
| Balance as of March 31, 2025 | ( | ||||||||||||||||
| Period change | ( | ( | |||||||||||||||
| Balance as of June 30, 2025 | ( | ||||||||||||||||
| Period change | ( | ( | |||||||||||||||
| Balance as of September 30, 2025 | $ | $ | ( | $ | |||||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Unless otherwise noted, all amounts are in millions, except share and per share amounts)
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements related to our views and expectations regarding our strategy and the performance of our business, our financial results, our liquidity and capital resources, share repurchases and dividends. Forward-looking statements are any statements other than statements of historical fact, including those that convey management’s expectations as to the future based on plans, estimates and projections at the time we make the statements and may be identified by words such as “will,” “expect,” “believe,” “plan,” “anticipate,” “predict,” “intend,” “goal,” “future,” “forward,” “remain,” “confident,” “outlook,” “guidance,” “target,” “objective,” “estimate,” “projection” and similar words or expressions, including the negative version of such words and expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
Factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, general economic conditions, including inflation, higher interest rates and potential recessionary pressures, which may impact decisions by consumers and businesses to use travel accommodations; global trade disputes, including with China; the performance of the financial and credit markets; the economic environment for the hospitality industry; operating risks associated with the hotel franchising business; our relationships with franchisees; the ability of franchisees to pay back loans owed to us; the impact of prior or any future impairment charges related to the credit we extend to our franchisees; the impact of war, terrorist activity, political instability or political strife; global or regional health crises or pandemics including the resulting impact on our business operations, financial results, cash flows and liquidity, as well as the impact on our franchisees, guests and team members, the hospitality industry and overall demand for and restrictions on travel; the Company’s ability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of principal and interest and compliance with the covenants thereunder; risks related to our ability to obtain financing and the terms of such financing, including access to liquidity and capital; and the Company’s ability to make or pay, plans for and the timing and amount of any future share repurchases and/or dividends, as well as the risks described in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and any subsequent reports filed with the SEC. These risks and uncertainties are not the only ones we may face and additional risks may arise or become material in the future. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.
We may use our website and social media channels as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Disclosures of this nature will be included on our website in the Investors section, which can currently be accessed at https://investor.wyndhamhotels.com or on our social media channels, including the Company's LinkedIn account which can currently be accessed at https://www.linkedin.com/company/wyndhamhotels. Accordingly, investors should monitor this section of our website and our social media channels in addition to following our press releases, filings submitted with the SEC and any public conference calls or webcasts.
References herein to “Wyndham Hotels,” the “Company,” “we,” “our” and “us” refer to Wyndham Hotels & Resorts, Inc. and its consolidated subsidiaries.
| BUSINESS AND OVERVIEW | ||
We are a leading global hotel franchisor, licensing our renowned hotel brands to hotel owners in approximately 100 countries around the world.
Our primary segment is hotel franchising which principally consists of licensing our lodging brands and providing related services to third-party hotel owners and others.
| RESULTS OF OPERATIONS | ||
Discussed below are our key operating statistics, consolidated results of operations and the results of operations for our reportable segment. The reportable segment presented below represents our operating segment for which discrete financial
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information is available and used on a regular basis by our chief operating decision maker to assess performance and to allocate resources. In identifying our reportable segment, we also consider the nature of services provided by our operating segment. Management evaluates the operating results of our reportable segment based upon net revenues and adjusted EBITDA. Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are defined as net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment and other-related charges (including charges related to Revo Hospitality Group (“Revo”)), restructuring and other-related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization. Adjusted EBITDA is reported on a consolidated basis, while Hotel Franchising adjusted EBITDA and Corporate adjusted EBITDA are reported at a segment level. We believe that Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are useful measures of performance and, when considered with U.S. Generally Accepted Accounting Principles (“GAAP”) measures, gives a more complete understanding of our operating performance. We use these measures internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are not recognized terms under U.S. GAAP and should not be considered as an alternative to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. Our presentation of Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.
We generate royalties and franchise fees, management fees and other revenues from hotel franchising and hotel management activities, as well as fees from licensing our “Wyndham” trademark, certain other trademarks and intellectual property. In addition, pursuant to our franchise and management contracts with third-party hotel owners, we generate marketing, reservation and loyalty fee revenues and cost reimbursement revenues that over time are offset, respectively, by the marketing, reservation and loyalty costs and property operating costs that we incur.
| OPERATING STATISTICS | ||
Beginning in the second quarter of 2025, we revised our reporting methodology to exclude the impact of all rooms under the Super 8 China master license agreement from our reported system size, RevPAR and royalty rate, and corresponding growth metrics. Our financial results will continue to reflect fees due from the Super 8 master licensee in China, which contributed approximately $2 million to our full-year 2025 consolidated adjusted EBITDA.
During the preparation of our year-end 2025 financial statements, we learned that Revo, a large European franchisee, had filed for insolvency proceedings under self-administration for most of its operating entities. We removed all Revo-related revenue recognition from our 2026 outlook given the uncertainty on expected outcomes and collectability. In addition, our 2026 net room growth outlook also excluded any impact associated with Revo's ongoing insolvency and, as such, our global net room growth metrics are presented excluding Revo-related rooms.
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The table below presents our operating statistics for the three and nine months ended September 30, 2026 and 2025. “Rooms” represent the number of rooms at the end of the period which are (i) either under franchise and/or management agreements, excluding all rooms associated with the Company's Super 8 master licensee in China, (ii) Company-owned, and (iii) properties under affiliation agreements for which the Company receives a fee for reservation and/or other services provided. “RevPAR” represents revenue per available franchised or managed/owned room and is calculated by multiplying average occupancy rate by average daily rate. “Average royalty rate” represents the average royalty rate earned on our franchised rooms and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues. These operating statistics are drivers of our revenues and therefore provide an enhanced understanding of our business. Refer to the section below for a discussion as to how these operating statistics affected our business for the periods presented.
| As of September 30, | |||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||
Rooms | |||||||||||||||||
United States | 500,000 | 503,400 | (1%) | ||||||||||||||
International | 377,400 | 352,000 | 7% | ||||||||||||||
Total rooms | 877,400 | 855,400 | 3% | ||||||||||||||
| Total rooms, ex Revo | 864,400 | 833,200 | 4% | ||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change (c) | |||||||||||||||
RevPAR | |||||||||||||||||
United States | $ | 58.35 | $ | 55.07 | 6% | ||||||||||||
International (a) | 41.79 | 43.11 | (3%) | ||||||||||||||
Global RevPAR (a) | 51.13 | 50.05 | 2% | ||||||||||||||
| Average Royalty Rate | |||||||||||||||||
| United States | 4.7 | % | 4.8 | % | (6 bps) | ||||||||||||
International (d) | 2.6 | % | 2.6 | % | 2 bps | ||||||||||||
Global average royalty rate (d) | 4.0 | % | 4.0 | % | (3 bps) | ||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change (c) | |||||||||||||||
RevPAR | |||||||||||||||||
United States | $ | 51.73 | $ | 50.28 | 3% | ||||||||||||
International (b) | 37.62 | 38.54 | (2%) | ||||||||||||||
Global RevPAR (b) | 45.59 | 45.40 | —% | ||||||||||||||
| Average Royalty Rate | |||||||||||||||||
| United States | 4.8 | % | 4.8 | % | (2 bp) | ||||||||||||
International (d) | 2.5 | % | 2.6 | % | (13 bps) | ||||||||||||
Global average royalty rate (d) | 4.0 | % | 4.0 | % | (7 bps) | ||||||||||||
______________________
(a)Excluding currency effects, international RevPAR decreased 3% and global RevPAR increased 2% .
(b)Excluding currency effects, international RevPAR decreased 4% and global RevPAR was flat.
(c)Amounts may not recalculate due to rounding.
(d)Reflects the impact of our deferral of revenues from Revo, which unfavorably impacted our third quarter international and global average royalty rates by 11 bps and 1 bp, respectively, and year-to-date international and global average royalty rates by 26 bps and 7 bps, respectively.
Global rooms grew 3%, or 4% excluding Revo, compared to the prior year, reflecting a 1% decline in the U.S. and an increase of 7% internationally. The Company's U.S. system grew 2% in the higher RevPAR midscale and above segments. Excluding Revo, international rooms grew 11% year-over-year, including 12% direct-franchised growth in the Company's Asia Pacific region and 13% growth in the Company's higher RevPAR EMEA and Latin America regions.
Excluding currency effects, global RevPAR for the three months ended September 30, 2026 increased by 2% compared to the prior year period, reflecting 6% growth year-over-year and 4% sequentially in the U.S. partially offset by a 3% year-over-year decline internationally which improved 4% sequentially. In the U.S., RevPAR reflected improved occupancy and ADR levels. Performance was broad-based across nearly all regions, highlighting the sustained strength across the Midwest and continued year-over-year and sequential growth in Texas, Florida and California. International RevPAR reflected 7% growth in Canada from continued pricing and demand strength, and 5% growth in Southeast Asia and the Pacific Rim which was driven
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by favorable ADR trends. Latin America increased 2% year-over-year and 9% sequentially primarily driven by Mexico, reflecting favorable ADR trends and a resilient urban portfolio. EMEA increased 2% year-over-year driven by strong performance in Turkey, India and Spain and increased 8% sequentially reflecting recovery in Germany and stabilization across the Middle East. Growth in these regions was offset by China, where RevPAR declined 10% year-over-year as softer travel demand, particularly in Tier 2 cities, continued to pressure performance.
Excluding currency effects, global RevPAR for the nine months ended September 30, 2026 was flat compared to the prior year period, reflecting 3% growth in the U.S. and a 4% decline internationally. In the U.S., the RevPAR growth was driven by continued strength across the Midwest and Texas. The international RevPAR was impacted by declines in (i) China which was primarily due to deflationary pricing pressure, (ii) EMEA which was largely driven by the geopolitical conflict in the Middle East as well as softness from our Revo properties in Germany and (iii) Latin America which was primarily due to lower U.S. cross-border demand in Mexico. Such decreases were partially offset by growth in Canada and Southeast Asia and the Pacific Rim.
| THREE MONTHS ENDED SEPTEMBER 30, 2026 VS. THREE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | % Change | ||||||||||||||||||||
| Net revenues | $ | 410 | $ | 382 | $ | 28 | 7 | % | |||||||||||||||
| Expenses | |||||||||||||||||||||||
| Marketing, reservation and loyalty expense | 157 | 131 | 26 | 20 | % | ||||||||||||||||||
| Other expenses | 81 | 73 | 8 | 11 | % | ||||||||||||||||||
Total expenses | 238 | 204 | 34 | 17 | % | ||||||||||||||||||
| Operating income | 172 | 178 | (6) | (3 | %) | ||||||||||||||||||
Interest expense, net | 37 | 36 | 1 | 3 | % | ||||||||||||||||||
| Income before income taxes | 135 | 142 | (7) | (5 | %) | ||||||||||||||||||
Provision for income taxes | 36 | 37 | (1) | (3 | %) | ||||||||||||||||||
| Net income | $ | 99 | $ | 105 | $ | (6) | (6 | %) | |||||||||||||||
Net revenues for the three months ended September 30, 2026 increased $28 million, or 7%, compared to the prior-year period, primarily driven by:
•$9 million of higher royalty and franchise fees primarily due to the increases in RevPAR and system size and higher franchise fees;
•$9 million of higher marketing, reservation and loyalty revenues primarily due to higher RevPAR and increase in system size; and
•$6 million of higher management and other fees, resulting primarily from our two owned hotels; and
•$4 million of higher ancillary revenues primarily driven by our co-branded credit card program.
Total expenses for the three months ended September 30, 2026 increased $34 million, or 17%, compared to the prior-year period, primarily driven by:
•$26 million of higher marketing, reservation and loyalty expenses primarily due to timing of spending; and
•$10 million of higher general and administrative expenses primarily due to variable cost reductions made in the third quarter of 2025 which normalized in 2026 and timing of expenses.
During third quarter 2026, marketing, reservation and loyalty revenues of $158 million exceeded marketing, reservation and loyalty expenses of $157 million by $1 million; while in the third quarter 2025, marketing, reservation and loyalty revenues of $149 million exceeded marketing, reservation and loyalty expenses of $131 million by $18 million.
Interest expense, net for the three months ended September 30, 2026 increased $1 million, or 3%, compared to the prior-year period, primarily due to a higher average debt balance.
Our effective tax rates were 26.7% and 26.1% during the three months ended September 30, 2026 and 2025, respectively. During 2026, the effective tax rate was higher primarily due to a lower tax benefit associated with restructuring costs.
As a result of these items, net income for the three months ended September 30, 2026 decreased $6 million compared to the prior-year period.
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A reconciliation of net income to adjusted EBITDA is represented below:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Hotel Franchising | Corporate | Total Company | Hotel Franchising | Corporate | Total Company | ||||||||||||||||||||||||||||||
| Net income | $ | 199 | $ | (100) | $ | 99 | $ | 198 | $ | (93) | $ | 105 | |||||||||||||||||||||||
| Provision for income taxes | — | 36 | 36 | — | 37 | 37 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 13 | 1 | 14 | 14 | 1 | 15 | |||||||||||||||||||||||||||||
| Interest expense, net | — | 37 | 37 | — | 36 | 36 | |||||||||||||||||||||||||||||
Stock-based compensation expense | 6 | 3 | 9 | 5 | 3 | 8 | |||||||||||||||||||||||||||||
| Development advance notes amortization | 9 | — | 9 | 8 | — | 8 | |||||||||||||||||||||||||||||
| Restructuring and other-related costs | 1 | 1 | 2 | 2 | — | 2 | |||||||||||||||||||||||||||||
| Revo-related charges | 1 | — | 1 | — | — | — | |||||||||||||||||||||||||||||
| Transaction-related | — | — | — | — | 1 | 1 | |||||||||||||||||||||||||||||
Foreign currency impact of highly inflationary countries | — | — | — | 1 | — | 1 | |||||||||||||||||||||||||||||
Adjusted EBITDA | $ | 229 | $ | (22) | $ | 207 | $ | 228 | $ | (15) | $ | 213 | |||||||||||||||||||||||
Following is a discussion of the results of our Hotel Franchising segment and Corporate for the three months ended September 30, 2026 compared to the three months ended September 30, 2025:
Net Revenues | Adjusted EBITDA | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Hotel Franchising | $ | 410 | $ | 382 | 7% | $ | 229 | $ | 228 | —% | |||||||||||||||||||||||||
Corporate | — | — | n/a | (22) | (15) | (47 | %) | ||||||||||||||||||||||||||||
Total Company | $ | 410 | $ | 382 | 7% | $ | 207 | $ | 213 | (3%) | |||||||||||||||||||||||||
Hotel Franchising
Hotel franchising net revenues increased $28 million, or 7%, compared to the prior-year period, as discussed above.
Hotel franchising adjusted EBITDA increased $1 million compared to the prior-year period, primarily driven by:
•$29 million of higher revenues, excluding development advance note amortization, as discussed above; partially offset by
•$26 million of higher marketing, reservation and loyalty expenses primarily due to timing of marketing spend; and
•$4 million of higher general and administrative expenses primarily due to variable cost reductions made in the third quarter of 2025 which normalized in 2026 and timing of expenses.
Corporate adjusted EBITDA was unfavorable by $7 million compared to the prior-year period primarily due to variable cost reductions made in the third quarter of 2025 which normalized in 2026 and timing of expenses.
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| NINE MONTHS ENDED SEPTEMBER 30, 2026 VS. NINE MONTHS ENDED SEPTEMBER 30, 2025 | ||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | % Change | ||||||||||||||||||||
| Net revenues | $ | 1,112 | $ | 1,095 | $ | 17 | 2 | % | |||||||||||||||
| Expenses | |||||||||||||||||||||||
| Marketing, reservation and loyalty expense | 419 | 432 | (13) | (3 | %) | ||||||||||||||||||
| Other expenses | 233 | 225 | 8 | 4 | % | ||||||||||||||||||
| Total expenses | 652 | 657 | (5) | (1 | %) | ||||||||||||||||||
| Operating income | 460 | 438 | 22 | 5 | % | ||||||||||||||||||
Interest expense, net | 108 | 103 | 5 | 5 | % | ||||||||||||||||||
| Income before income taxes | 352 | 335 | 17 | 5 | % | ||||||||||||||||||
Provision for income taxes | 90 | 82 | 8 | 10 | % | ||||||||||||||||||
Net income | $ | 262 | $ | 253 | $ | 9 | 4 | % | |||||||||||||||
Net revenues for the nine months ended September 30, 2026 increased $17 million, or 2%, compared to the prior year period, primarily driven by;
•$24 million of higher ancillary revenues primarily driven by our co-branded credit card program; and
•$9 million of higher management and other fees resulting primarily from our two owned hotels; partially offset by
•$11 million of lower royalty and franchise fees primarily due to the deferral of fees from Revo and lower franchise fees, partially offset by an increase in system size; and
•$5 million of lower marketing, reservation and loyalty revenues primarily due to the absence of pass-through revenues associated with our global franchisee conference in 2025, partially offset by an increase in system size.
Total expenses for the nine months ended September 30, 2026 decreased $5 million, or 1%, compared to the prior year period, primarily driven by;
•$13 million of lower marketing, reservation and loyalty expenses primarily due to the absence of pass-through expenses associated with our global franchisee conference in 2025, partially offset by timing of spend; and
•$4 million of lower restructuring and other-related costs; partially offset by
•$14 million of higher operating and general and administrative expenses primarily due to owned hotel expenses incurred in 2026, variable cost reductions made in the third quarter of 2025 which normalized in 2026, Revo-related charges and timing of expenses.
During the nine months ended September 30, 2026, marketing, reservation and loyalty revenues of $426 million exceeded marketing, reservation and loyalty expenses of $419 million by $7 million; while the nine months ended September 30, 2025, marketing, reservation and loyalty expenses of $432 million exceeded marketing, reservation and loyalty revenues of $431 million by $1 million.
Interest expense, net for the nine months ended September 30, 2026 increased $5 million, or 5%, compared to the prior year period primarily due to lower interest income and a higher average debt balance, partially offset by a lower average interest rate.
Our effective tax rates were 25.6% and 24.5% during the nine months ended September 30, 2026 and 2025, respectively. During 2026, the effective tax rate was higher primarily due to a lower tax benefit associated with stock-based compensation.
As a result of these items, net income for the nine months ended September 30, 2026 increased $9 million compared to the prior year period.
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The table below is a reconciliation of net income to adjusted EBITDA.
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Hotel Franchising | Corporate | Total Company | Hotel Franchising | Corporate | Total Company | ||||||||||||||||||||||||||||||
| Net income | $ | 537 | $ | (275) | $ | 262 | $ | 505 | $ | (252) | $ | 253 | |||||||||||||||||||||||
| Provision for income taxes | — | 90 | 90 | — | 82 | 82 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 41 | 4 | 45 | 42 | 4 | 46 | |||||||||||||||||||||||||||||
| Interest expense, net | — | 108 | 108 | — | 103 | 103 | |||||||||||||||||||||||||||||
Stock-based compensation expense | 18 | 9 | 27 | 17 | 10 | 27 | |||||||||||||||||||||||||||||
| Development advance notes amortization | 25 | — | 25 | 23 | — | 23 | |||||||||||||||||||||||||||||
| Restructuring and other-related costs | 3 | 9 | 12 | 15 | 1 | 16 | |||||||||||||||||||||||||||||
| Transaction-related | — | 3 | 3 | 1 | 1 | 2 | |||||||||||||||||||||||||||||
| Revo-related | 4 | — | 4 | — | — | — | |||||||||||||||||||||||||||||
| Separation-related | — | (1) | (1) | — | 1 | 1 | |||||||||||||||||||||||||||||
Adjusted EBITDA | $ | 628 | $ | (53) | $ | 575 | $ | 603 | $ | (50) | $ | 553 | |||||||||||||||||||||||
Following is a discussion of the results of our Hotel Franchising segment and Corporate for the nine months ended September 30, 2026 compared to September 30, 2025:
Net Revenues | Adjusted EBITDA | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Hotel Franchising | $ | 1,112 | $ | 1,095 | 2% | $ | 628 | $ | 603 | 4% | |||||||||||||||||||||||||
Corporate | — | — | n/a | (53) | (50) | (6%) | |||||||||||||||||||||||||||||
Total Company | $ | 1,112 | $ | 1,095 | 2% | $ | 575 | $ | 553 | 4% | |||||||||||||||||||||||||
Hotel Franchising
Hotel franchising net revenues for the nine months ended September 30, 2026 increased $17 million compared to the prior year period as discussed above.
Hotel franchising adjusted EBITDA for the nine months ended September 30, 2026 increased $25 million compared to the prior year period, primarily driven by:
•$19 million of higher revenues, excluding development advance note amortization, as discussed above; and
•$13 million of lower marketing, reservation and loyalty expenses primarily due to the absence of pass-through expenses associated with our global franchisee conference in 2025, partially offset by timing of spend; partially offset by
•$8 million of higher operating and general and administrative expenses primarily due to variable cost reductions made in the third quarter of 2025 which normalized in 2026 and timing of expenses.
Corporate
Corporate adjusted EBITDA was unfavorable by $3 million compared to the prior year period primarily due to variable cost reductions made in the third quarter of 2025 which normalized in 2026 and timing of expenses.
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| DEVELOPMENT | ||
As of September 30, 2026, our global development pipeline consisted of over 2,200 hotels and approximately 264,000 rooms, representing another record-high level reflecting a 4% year-over-year increase, excluding Revo, including 2% growth in the U.S. and 5% internationally, excluding Revo. Approximately 69% of our pipeline is in the midscale and above segments and 17% is in the extended stay segment. Approximately 42% of our pipeline is in the U.S. Additionally, approximately 78% of our pipeline is new construction, of which 35% have broken ground. Rooms under construction grew 4% year-over-year. Our pipeline carries a fee-per-available-room (“FeePAR”) premium of approximately 30% to existing domestic and international systems.
| RESTRUCTURING AND OTHER-RELATED | ||
During the first quarter of 2026, we approved a restructuring plan that commenced in the second quarter of 2026 which focuses on transitioning certain functions to a global shared service center. As a result, during the three and nine months ended September 30, 2026, we incurred $2 million and $8 million, respectively, of restructuring and other-related expenses relating to the 2026 plan, impacting 40 employees. We anticipate that this restructuring should result in approximately $8 - $10 million of costs during 2026 and approximately $5 million of annualized savings.
During the second quarter of 2025, we approved a restructuring plan focused on streamlining our organizational structure, primarily within our marketing, reservation and loyalty functions. As a result, we incurred $4 million of restructuring expenses during the nine months ended September 30, 2026 and $2 million and $16 million during the three and nine months ended September 30, 2025 relating to the 2025 plan. Such charges were primarily in our Hotel Franchising segment and impacting a total of 202 employees. We expect that annualized savings realized will be approximately $15 million primarily in marketing, reservation and loyalty expenses which will be reinvested for other revenue-generating activities.
The following table presents activity for the nine months ended September 30, 2026:
| 2026 Activity | |||||||||||||||||||||||||||||
Liability as of December 31, 2025 (a) | Costs Recognized (b) | Cash Payments | Liability as of September 30, 2026 (c) | ||||||||||||||||||||||||||
| 2026 Plan | |||||||||||||||||||||||||||||
| Personnel-related | $ | — | $ | 3 | $ | (2) | $ | 1 | |||||||||||||||||||||
Other-related (d) | — | 5 | (4) | 1 | |||||||||||||||||||||||||
| Total 2026 Plan | — | 8 | (6) | 2 | |||||||||||||||||||||||||
| 2025 Plan | |||||||||||||||||||||||||||||
| Personnel-related | 4 | 4 | (6) | 2 | |||||||||||||||||||||||||
| Facility-related | 4 | — | (1) | 3 | |||||||||||||||||||||||||
| Total 2025 Plan | 8 | 4 | (7) | 5 | |||||||||||||||||||||||||
| Total accrued restructuring | $ | 8 | $ | 12 | $ | (13) | $ | 7 | |||||||||||||||||||||
_____________________
(a)Reported within accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.
(b)Costs recognized for the nine months ended September 30, 2026 were $9 million relating to Corporate and $3 million relating to Hotel Franchising segment.
(c)Reported within accrued expenses and other current liabilities of $5 million and other non-current liabilities of $2 million as of September 30, 2026 on the Condensed Consolidated Balance Sheets.
(d)Other-related expenses primarily consist of professional fees related to restructuring activities under the 2026 plan.
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The following table presents activity for the nine months ended September 30, 2025:
| 2025 Activity | |||||||||||||||||||||||||||||
| Liability as of December 31, 2024 | Costs Recognized | Cash Payments | Liability as of September 30, 2025 | ||||||||||||||||||||||||||
| 2024 Plan | |||||||||||||||||||||||||||||
| Personnel-related | $ | 5 | $ | — | $ | (4) | $ | 1 | |||||||||||||||||||||
| 2025 Plan | |||||||||||||||||||||||||||||
| Personnel-related | — | 11 | (6) | 5 | |||||||||||||||||||||||||
| Facility-related | — | 5 | — | 5 | |||||||||||||||||||||||||
| Total 2025 Plan | — | 16 | (6) | 10 | |||||||||||||||||||||||||
| Total accrued restructuring | $ | 5 | $ | 16 | $ | (10) | $ | 11 | |||||||||||||||||||||
| FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES | ||
Financial Condition
| September 30, 2026 | December 31, 2025 | Change | |||||||||||||||
Total assets | $ | 4,360 | $ | 4,182 | $ | 178 | |||||||||||
Total liabilities | 3,885 | 3,714 | 171 | ||||||||||||||
Total stockholders’ equity | 475 | 468 | 7 | ||||||||||||||
Total assets increased $178 million from December 31, 2025 to September 30, 2026 primarily related to an increase in trade receivables, restricted cash received in 2026 related to Revo, assets of two hotels which we took ownership of associated with Revo and an increase in development advance notes in support of our growth strategy. Total liabilities increased $171 million from December 31, 2025 to September 30, 2026 primarily related to a $167 million increase in our outstanding debt including $14 million associated with the owned hotel transaction. Total equity increased $7 million from December 31, 2025 to September 30, 2026 primarily due to our net income and other comprehensive income, partially offset by $196 million of stock repurchases and $98 million of dividends declared.
As of December 31, 2025, we had outstanding development advance notes, loans and accounts receivables with a net book value of $26 million related to Revo. In the first quarter of 2026, we enforced our collateral package on the outstanding obligations owed to us by Revo, and as a result, we exercised our rights to foreclose on and take ownership of two hotel properties in Europe with an estimated aggregate net asset fair value of $23 million. As of September 30, 2026, we had accounts receivables with a remaining net book value of $2 million related to Revo and we also had no remaining net book value on our development advance notes or loans. Such insolvency proceeding may not be resolved for several years and thus we are subject to uncertainty with respect to any potential recovery we may receive, as well as the ongoing viability of our franchise agreements and related loss of rooms and any future revenues.
As of September 30, 2026, we had restricted cash of approximately $19 million related to our Revo collateral package discussed above which is reported within other non-current assets and other non-current liabilities on the Consolidated Balance Sheet. The restricted cash arose as a result of our collateral rights to the relevant bank accounts, thereby enabling the receipt of such funds. Nevertheless, certain court and insolvency administrator approvals are required to determine the amount, if any, to which we are entitled. The adjudication process is anticipated to span several months to years. The insolvency administrator and courts will issue determinations regarding the allocation of funds among creditors, including the amounts and timing of any such distributions. Upon agreement with these determinations by all relevant parties, the funds will be disbursed accordingly.
Liquidity and Capital Resources
Historically, our business generates sufficient cash flow to not only support current operations, future growth initiatives and dividend payments to stockholders, while also enabling us to create additional value for our stockholders in the form of share repurchases.
In February 2026, we issued $650 million aggregate principal amount of senior unsecured notes, which mature in 2033 and bear interest at a rate of 5.625% per year, for net proceeds of $642 million. Interest is payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2026. The notes are redeemable in whole or in part at various times and premiums per their indenture, with the first call date of March 1, 2029 at a price of 102.813%. We used the
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net cash proceeds from the notes primarily to pay off then-outstanding borrowings under our revolving credit facility and term loan A.
As of September 30, 2026, our liquidity approximated $988 million. Given the minimal capital needs and flexible cost structure of our business, we believe that our existing cash, cash equivalents, cash generated through operations 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.
As of September 30, 2026, we were in compliance with the financial covenants of our credit agreement and expect to remain in such compliance. As of September 30, 2026, we had a term loan B with a principal outstanding balance of $1.5 billion maturing in 2030, $650 million senior unsecured notes due in March 2033, $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 $83 million was outstanding.
The interest rate per annum applicable to our term loan B is equal to, at our option, either a base rate plus an applicable rate of 0.75% or the Secured Overnight Financing Rate (“SOFR”) plus an applicable rate of 1.75%. Our revolving credit facility is subject to an interest rate per annum equal to, at our option, either SOFR, plus a margin of 1.75%, subject to reductions to 1.50%, 1.25%, and 1.00% or a base rate, plus a margin of 0.75%, subject to reductions to 0.50%, 0.25% and 0.00%, in either case based upon our total leverage ratio and our restricted subsidiaries.
As of September 30, 2026, we had pay-fixed/receive-variable interest rate swaps which hedge the interest rate exposure on $1.4 billion, effectively representing over 95% of the outstanding amount of our term loan B. The interest rate swaps have weighted average fixed rates (plus applicable spreads) ranging from 3.31% to 3.84% based on various effective dates for each of the swap agreements, with $475 million expiring in the fourth quarter of 2027, $600 million of swaps that expire in the second quarter of 2028 and $350 million expiring in the third quarter of 2028.
As of September 30, 2026, our credit rating was Ba1 from Moody’s Investors Service and BB+ from both Standard and Poor’s Rating Agency and Fitch Ratings. A credit rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal by the assigning rating organization. Reference in this report to any such credit rating is intended for the limited purpose of discussing or referring to aspects of our liquidity and of our costs of funds. Any reference to a credit rating is not intended to be any guarantee or assurance of, nor should there be any undue reliance upon, any credit rating or change in credit rating, nor is any such reference intended as any inference concerning future performance, future liquidity or any future credit rating. Our liquidity and access to capital may be impacted by our credit ratings, financial performance and global credit market conditions.
| CASH FLOW | ||
The following table summarizes the changes in cash, cash equivalents and restricted cash during the nine months ended September 30, 2026 and 2025:
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
Cash provided by/(used in) | |||||||||||||||||
Operating activities | $ | 226 | $ | 215 | $ | 11 | |||||||||||
Investing activities | (46) | (86) | 40 | ||||||||||||||
Financing activities | (153) | (172) | 19 | ||||||||||||||
Effects of changes in exchange rates on cash, cash equivalents and restricted cash | (1) | — | (1) | ||||||||||||||
Net change in cash, cash equivalents and restricted cash | $ | 26 | $ | (43) | $ | 69 | |||||||||||
Net cash provided by operating activities increased $11 million compared to the prior-year period primarily due to $19 million of restricted cash received in 2026 related to Revo and our net income, partially offset by the timing of working capital.
Net cash used in investing activities decreased $40 million compared to the prior-year period primarily due to lower cash used for loans in connection with development activities.
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Net cash used in financing activities decreased $19 million compared to the prior-year period primarily due to $27 million of lower stock repurchases.
Capital Deployment
Our first priority is to invest in the business in support of our strategies in driving long-term growth and enhancing our competitive position. This includes deploying capital to attract high quality assets into our system, funding technology initiatives aligned with our strategic objectives, supporting brand refresh programs that improve quality and protect brand equity, and pursuing acquisitions or similar transactions that are accretive and strategically enhancing to our business. We also expect to maintain a regular dividend payment. Excess cash generated beyond these needs is expected to be available for enhanced stockholder return in the form of stock repurchases.
During the nine months ended September 30, 2026, we invested $32 million on capital expenditures primarily related to information technology, including digital innovation. For 2026, we anticipate total capital expenditures of approximately $40-45 million.
In addition, we deployed $75 million during the nine months ended September 30, 2026 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 FeePAR hotels into our system, strengthening our portfolio with more premium properties. We may also offer other forms of financial support, such as enhanced credit support, to drive our business growth and increase our competitive position.
We expect all our cash needs to be funded from cash on hand, cash generated through operations, and/or availability under our revolving credit facility.
Stock Repurchase Program
In May 2018, our Board approved a share repurchase plan pursuant to which we were authorized to purchase up to $300 million of our common stock. Our Board has increased the capacity of the program by $300 million in 2019, $800 million in 2022, $400 million in 2023, $400 million in 2024 and $400 million in September 2026. Under the plan, we may, from time to time, purchase our common stock through various means, including, without limitation, open market transactions, privately negotiated transactions or tender offers, subject to the terms of the tax matters agreement entered into in connection with our spin-off.
Under our current stock repurchase program, we repurchased approximately 2.5 million shares at an average price of $76.95 for a cost of $196 million during the nine months ended September 30, 2026. As of September 30, 2026, we had $479 million of remaining availability under our program.
Dividend Policy
We declared cash dividends of $0.43 per share in the first, second and third quarters of 2026 ($98 million in aggregate).
The declaration and payment of future dividends to holders of our common stock is at the discretion of our Board and depends upon many factors, including our financial condition, earnings, capital requirements of our business, covenants associated with certain debt obligations, legal requirements, regulatory constraints, industry practice and other factors that our Board deems relevant.
| LONG-TERM DEBT COVENANTS | ||
Our credit facilities contain customary covenants that, among other things, impose limitations on indebtedness; liens; mergers, consolidations, liquidations and dissolutions; dispositions, restricted debt payments, restricted payments and transactions with affiliates. Events of default in these credit facilities include, among others, failure to pay interest, principal and fees when due; breach of a covenant or warranty; acceleration of or failure to pay other debt in excess of a threshold amount; unpaid judgments in excess of a threshold amount, insolvency matters; and a change of control. The credit facilities require us to comply with a financial covenant to be tested quarterly, consisting of a maximum first-lien leverage ratio of 5.0 times. The ratio is calculated by dividing consolidated first lien indebtedness (as defined in the credit agreement) net of consolidated unrestricted cash as of the measurement date by consolidated EBITDA (as defined in the credit agreement), as measured on a trailing four-fiscal-quarter basis preceding the measurement date. As of September 30, 2026, our first-lien leverage ratio was 2.0 times.
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The indenture, as supplemented, under which the senior notes due 2028 and 2033 were issued, contains covenants that limit, among other things, our ability and that of certain of our subsidiaries to (i) create liens on certain assets; (ii) enter into sale and leaseback transactions; and (iii) merge, consolidate or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications.
As of September 30, 2026, 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. Based on historical performance, revenues from franchise contracts are generally higher in the second and third quarters than in the first or fourth quarters due to increased leisure travel during the spring and summer months. Our cash from operating activities may not necessarily follow the same seasonality as our revenues and may vary due to timing of working capital requirements and other investment activities. The seasonality of our business may cause fluctuations in our quarterly operating results, earnings, profit margins and cash flows. As we expand into new markets and geographical locations, we may experience increased or different seasonality dynamics that create fluctuations in operating results different from the fluctuations we have experienced in the past.
| COMMITMENTS AND CONTINGENCIES | ||
We are involved in claims, legal and regulatory proceedings and governmental inquiries related to our business. Litigation is inherently unpredictable and, although we believe that our accruals are adequate and/or that we have valid defenses in these matters, unfavorable results could occur. As such, an adverse outcome from such proceedings for which claims are awarded in excess of the amounts accrued, if any, could be material to us with respect to earnings and/or cash flows in any given reporting period. As of September 30, 2026, the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to approximately $8 million in excess of recorded accruals. However, we do not believe that the impact of such litigation should result in a material liability to us in relation to our financial position or liquidity. For a more detailed description of our commitments and contingencies see Note 12 - Commitments and Contingencies to the Condensed Consolidated Financial Statements contained in Part I, Item 1 of this report.
| CRITICAL ACCOUNTING POLICIES | ||
In presenting our financial statements in conformity with U.S. GAAP, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. These Condensed Consolidated Financial Statements should be read in conjunction with our 2025 Consolidated Financial Statements included in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and any subsequent reports filed with the SEC, which includes a description of our critical accounting policies that involve subjective and complex judgments that could potentially affect reported results.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We use various financial instruments, including interest swap contracts, to reduce the interest rate risk related to our debt. We also use foreign currency forwards to manage and reduce the foreign currency exchange rate risk associated with our foreign currency denominated receivables and payables, forecasted royalties, forecasted earnings and cash flows of foreign subsidiaries and other transactions.
We are exclusively an end user of these instruments, which are commonly referred to as derivatives. We do not engage in trading, market making or other speculative activities in the derivatives markets. More detailed information about these financial instruments is provided in Note 11 - Fair Value to the Condensed Consolidated Financial Statements. Our principal market exposures are interest rate and currency exchange rate risks.
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We assess our exposures to changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in interest rates. Our variable-rate borrowings, which include our term loan, a portion of which has been swapped to a fixed interest rate, and any borrowings we make under our revolving credit facility, expose us to risks caused by fluctuations in the applicable interest rates. The total outstanding balance of such variable-rate borrowings, net of swaps, was $159 million as of September 30, 2026. A hypothetical 10% change in our effective weighted average interest rate on our variable-rate borrowings would result in a $1 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 $2 million increase or decrease in our annual interest expense.
The fair values of cash and cash equivalents, trade and notes receivables, accounts payable and accrued expenses and other current liabilities approximate their carrying values due to the short-term nature of these assets and liabilities. The carrying amounts of loans receivable, primarily included in other non-current assets in the Condensed Consolidated Balance Sheets, approximate fair value as the interest rates on such notes are comparable to market rates.
We have foreign currency rate exposure to exchange rate fluctuations worldwide, particularly with respect to the Canadian Dollar, Chinese Yuan, Euro, Brazilian Real, British Pound and Argentine Peso. We anticipate that such foreign currency exchange rate risk will remain a market risk exposure for the foreseeable future.
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. 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 September 30, 2026. 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. As of September 30, 2026, the absolute notional amount of our outstanding foreign exchange hedging instruments was $143 million. We have determined through such analyses that a hypothetical 10% change in foreign currency exchange rates would have resulted in approximately a $6 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.
Argentina is considered to be a highly inflationary economy. As of September 30, 2026, we had total net exposure in Argentina relating to foreign currency of approximately $10 million. We incurred immaterial losses associated with highly inflationary economies during both the nine months ended September 30, 2026 and 2025, respectively.
Our total market risk is influenced by a wide variety of factors including the volatility present within the markets and the liquidity of the markets. There are certain limitations inherent in the sensitivity analyses presented. While probably the most meaningful analysis, these “shock tests” are constrained by several factors, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled.
Item 4. Controls and Procedures.
(a)Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13(a)-15(e) of the Exchange Act). Based on such evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
(b)Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of September 30, 2026, we utilized the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are involved in various claims, legal and regulatory proceedings arising in the ordinary course of business, none of which, in the opinion of management, is expected to have a material adverse effect on our financial condition. See Note 12 - Commitments and Contingencies to the Condensed Consolidated Financial Statements for a description of claims and legal actions arising in the ordinary course of our business.
Item 1A. Risk Factors.
The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“Annual Report”), filed with the Securities and Exchange Commission, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In May 2018, our Board approved a share repurchase plan pursuant to which we were authorized to purchase up to $300 million of our common stock. Our Board has increased the capacity of the program by $300 million in 2019, $800 million in 2022, $400 million in 2023, $400 million in 2024 and $400 million in September 2026. The share repurchase plan has no termination date. Below is a summary of our common stock repurchases, excluding excise taxes and fees, by month for the quarter ended September 30, 2026:
| 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 | ||||||||||||||||||||||
| July | 256,651 | $ | 76.35 | 256,651 | $ | 149,397,014 | ||||||||||||||||||||
| August | 417,088 | 74.48 | 417,088 | 118,332,634 | ||||||||||||||||||||||
| September | 563,568 | 69.64 | 563,568 | 479,082,996 | ||||||||||||||||||||||
| Total | 1,237,307 | $ | 72.67 | 1,237,307 | $ | 479,082,996 | ||||||||||||||||||||
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information
During the three months ended September 30, 2026, no directors or executive officers entered into, modified or terminated, contracts, instructions or written plans for the sale or purchase of the Company’s securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1 or that constituted non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K).
Item 6. Exhibits.
The exhibit index appears on the page immediately following the signature page of this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WYNDHAM HOTELS & RESORTS, INC. | ||||||||
| Date: October 22, 2026 | By: | /s/ Amit R. Sripathi | ||||||
Amit R. Sripathi | ||||||||
Chief Financial Officer | ||||||||
| Date: October 22, 2026 | By: | /s/ Christopher M. Androski | ||||||
Christopher M. Androski | ||||||||
Chief Accounting Officer | ||||||||
36
EXHIBIT INDEX
| Exhibit No. | Description | ||||
| 15.1* | |||||
| 31.1* | |||||
| 31.2* | |||||
| 32** | |||||
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
______________________
* Filed herewith.
** Furnished with this report.
37
Exhibit 15.1
October 22, 2026
To the Board of Directors and Stockholders of
Wyndham Hotels & Resorts, Inc.
22 Sylvan Way
Parsippany, New Jersey 07054
We are aware that our report dated October 22, 2026, on our review of the interim financial statements of Wyndham Hotels & Resorts, Inc. appearing in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, is incorporated by reference in Registration Statement No. 333-224923 on Form S-8 and Registration Statement No. 333-232421 on Form S-8.
/s/ Deloitte & Touche LLP
New York, New York
Exhibit 31.1
CERTIFICATION
I, Geoffrey A. Ballotti, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Wyndham Hotels & Resorts, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: October 22, 2026 | |||||
/s/ GEOFFREY A. BALLOTTI | |||||
PRESIDENT AND CHIEF EXECUTIVE OFFICER | |||||
Exhibit 31.2
CERTIFICATION
I, Amit R. Sripathi, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Wyndham Hotels & Resorts, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: October 22, 2026 | |||||
/s/ AMIT R. SRIPATHI | |||||
CHIEF FINANCIAL OFFICER | |||||
Exhibit 32
CERTIFICATION OF PRESIDENT AND CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350
In connection with the Quarterly Report of Wyndham Hotels & Resorts, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Geoffrey A. Ballotti, as President and Chief Executive Officer of the Company, and Amit R. Sripathi, as Chief Financial Officer of the Company (each, the “Reporting Person”), each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of the Reporting Person’s knowledge:
(1.)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2.)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ GEOFFREY A. BALLOTTI | ||
GEOFFREY A. BALLOTTI | ||
PRESIDENT AND CHIEF EXECUTIVE OFFICER | ||
| October 22, 2026 | ||
/s/ AMIT R. SRIPATHI | ||
AMIT R. SRIPATHI | ||
CHIEF FINANCIAL OFFICER | ||
| October 22, 2026 | ||