8-K
WYNDHAM HOTELS & RESORTS, INC. (WH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 30, 2025
Wyndham Hotels & Resorts, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-38432 | 82-3356232 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 22 Sylvan Way | ||
| --- | --- | |
| Parsippany, New Jersey | 07054 | |
| (Address of principal<br><br> <br>executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (973) 753-6000
None
| (Former name or former address, if changed since last report.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | WH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain<br> Officers. |
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On October 30, 2025, Michele Allen, Chief Financial Officer and Head of Strategy of Wyndham Hotels & Resorts, Inc. (the “Company”), notified the Company of her decision to depart from the Company, effective November 4, 2025, to pursue a new career opportunity outside the hotel industry. Ms. Allen will serve in an advisory role at the Company through December 31, 2025 (the “Separation Date”) to support a smooth transition.
Kurt Albert will assume the role of Interim Chief Financial Officer, effective November 4, 2025. Mr. Albert, age 38, has worked for the Company for over 15 years including serving as the Company’s Treasurer and Head of Financial Partnerships & Planning since May 2024. From February 2023 to May 2024, Mr. Albert served as the Company’s Senior Vice President & Treasurer and from June 2020 to February 2023 as the Company’s Senior Vice President, Financial Planning & Analysis. Mr. Albert received his Bachelor of Science from Rutgers University and his Master of Business Administration from Arizona State University.
In connection with Mr. Albert’s appointment, the Company and Mr. Albert executed an employment letter effective November 4, 2025 providing, during his tenure as Interim Chief Financial Officer, for (i) a base salary of $500,000; (ii) an annual incentive award with a target amount equal to 75% of his base salary, with his annual incentive award for fiscal year 2025 prorated to reflect his target amount in effect prior to his appointment and his new target amount effective November 4, 2025 (subject to certain terms and conditions, including the terms and conditions of the Company’s annual incentive plan and the Company’s attainment of performance goals, criteria or targets established by the Compensation Committee (the “Committee”) of the Board of Directors of the Company); (iii) grants of long-term incentive awards on terms as determined by the Committee and subject to the Company’s Amended and Restated 2018 Equity and Incentive Plan (and any amended or successor plan thereto) (the "Equity and Incentive Plan") and the applicable award agreement; (iv) employee benefits generally offered to eligible full-time employees; and (v) perquisites generally offered to similarly situated executives. Mr. Albert’s employment letter provides that if his employment is terminated by the Company other than for cause, (i) he will receive severance pay equal to eighteen months of his then base salary plus eighteen months of the then bonus target and (ii) any outstanding restricted stock units which would have vested within one year following the termination date will become vested as of the termination date and all outstanding performance-based long-term incentive awards (“PSUs”) that have a performance period that ends within one year of the termination date will remain outstanding and eligible to vest based on whether the performance goals applicable to such PSUs are actually achieved.
In connection with Mr. Albert’s new role, the Committee granted him a one-time retention award (the “Award”) under the Equity and Incentive Plan. The Award was granted in the form of time-based Restricted Stock Units covering 3,367 shares of the Company’s common stock. The Award is scheduled to cliff vest on November 3, 2026, and is otherwise subject to the terms and conditions set forth in the award agreement.
In connection with Ms. Allen’s departure from the Company, the Company has entered into a Separation, Release and Advisory Services Agreement with Ms. Allen. In exchange for Ms. Allen’s execution and non-revocation of such agreement, performance of advisory services and other obligations thereunder, and a release of claims, (i) the Company will provide cash compensation in an aggregate amount of One Million Five Hundred Thousand Dollars ($1,500,000) to be paid at $7,500 per week during the transition period with the remainder paid after execution and non-revocation of a release of claims following the Separation Date, and (ii) any long-term incentive awards which otherwise would have time-vested on or prior to March 10, 2026 had she remained actively employed with the Company will vest after execution and non-revocation of a release of claims following the Separation Date; provided that the PSUs will vest based on actual performance for the applicable performance period. All other unvested equity awards shall be forfeited, and any vested stock options shall expire per normal terms on the earlier of one year after Ms. Allen’s last date of employment post-termination or the original expiration date.
There are no transactions between Mr. Albert and the Company that would be reportable under Item 404(a) of Regulation S-K and there is no arrangement or understanding with any person pursuant to which Mr. Albert was selected as an executive officer.
| Item 7.01. | Regulation FD |
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On November 4, 2025, the Company issued a press release announcing the departure of Ms. Allen and Mr. Albert’s assumption of the role of Interim Chief Financial Officer, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| Exhibit 99.1 | Press Release of Wyndham Hotels & Resorts, Inc., dated November 4, 2025, reporting the departure of Michele Allen and appointment of Mr. Albert as Interim Chief Financial Officer. |
| Exhibit 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. |
SIGNATURE
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 hereunto duly authorized.
| WYNDHAM HOTELS & RESORTS, INC. | ||
|---|---|---|
| Date: November 4, 2025 | By: | /s/ Paul F. Cash |
| Paul F. Cash<br><br> <br>General Counsel & Corporate Secretary |
Exhibit 99.1
Wyndham Hotels & Resorts Announces CFO Transition
Kurt Albert Appointed Interim CFO
PARSIPPANY, N.J. (November 4, 2025) – Wyndham Hotels & Resorts (NYSE: WH) today announced that Michele Allen, Chief Financial Officer and Head of Strategy, will be departing the Company to pursue a new career opportunity outside of the hotel industry. Kurt Albert, currently Treasurer
and Head of Financial Partnerships & Planning, has been appointed Interim Chief Financial Officer, effective immediately. Wyndham plans to conduct a comprehensive search for a permanent Chief Financial Officer, which will include
consideration of both internal and external candidates. Ms. Allen will serve in an advisory role at Wyndham through the end of 2025 to support a smooth transition.
“Michele has been an invaluable member of the Wyndham team for over 25 years,” said Geoff Ballotti, President and CEO. “Her exceptional financial acumen and strategic vision have helped steer Wyndham through many pivotal moments. The contributions she’s made over the years are countless – from advancing key business priorities to nurturing a world-class finance team. On behalf of the Board and all of Wyndham‘s team members, we thank Michele for her dedication and leadership. We wish her every success as she embarks on an exciting new chapter in her career.”
“It’s been a tremendous privilege to build my career at Wyndham, working alongside so many talented team members, leaders and the incredible community of franchisees who bring our brands to life every day,” said Ms. Allen. “Together, we’ve shaped a Company that has thrived through tremendous change, and I’m deeply proud of all we’ve accomplished. As I look ahead to a new challenge, I’ll always be grateful for the relationships that have made this journey so meaningful.”
Mr. Ballotti continued, “Kurt’s appointment as interim CFO underscores the depth and strength of Michele’s team and the caliber of leadership across Wyndham. With more than 15 years as a key member of our finance department, we are confident he is well-equipped to lead our finance organization during this period of transition.”
Mr. Albert has served as Treasurer and Head of Financial Partnerships & Planning since May 2024 and, prior to that, held several leadership positions within the Treasury and Financial Planning & Analysis functions.
In conjunction with this announcement, Wyndham has reaffirmed its full-year 2025 outlook provided in its third-quarter 2025 earnings materials, released on October 22, 2025.
About Wyndham Hotels & Resorts
Wyndham Hotels & Resorts (NYSE: WH) is the world’s largest hotel franchising company by the number of franchised properties, with approximately 8,300 hotels across approximately 100 countries on six continents. Through its network of over 855,000 rooms appealing to the everyday traveler, Wyndham commands a leading presence in the economy and midscale segments of the lodging industry. The Company operates a portfolio of 25 hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La Quinta®, Baymont®, Wingate®, AmericInn®, ECHO Suites®, Registry Collection Hotels®, Trademark Collection® and Wyndham®. The Company’s award-winning Wyndham Rewards loyalty program offers approximately 121 million enrolled members the opportunity to redeem points at thousands of hotels, vacation club resorts and vacation rentals globally. For more information, visit https://investor.wyndhamhotels.com. The Company may use its website and social media channels as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Disclosures of this nature will be included on the Company’s website in the Investors section, which can currently be accessed at https://investor.wyndhamhotels.com or
on the Company’s 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 the Company’s website and the Company’s social media channels in addition to following the Company’s press releases, filings submitted with the Securities and Exchange Commission and any public
conference calls or webcasts.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the federal securities laws, including statements related to Wyndham's current views and expectations with respect to its future performance and operations. 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 Wyndham makes 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 Wyndham 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 press release.
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; Wyndham's relationships with franchisees; the ability of franchisees to pay back loans owed to Wyndham; the impact of war, terrorist activity, political instability or political strife, including the ongoing conflicts between Russia and Ukraine and conflicts in the Middle East, respectively; global or regional health crises or pandemics including the resulting impact on Wyndham's business, operations, financial results, cash flows and liquidity, as well as the impact on its franchisees, guests and team members, the hospitality industry and overall demand for and restrictions on travel; Wyndham'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 Wyndham's ability to obtain financing and the terms of such financing, including access to liquidity and capital; and Wyndham'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 Wyndham's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent reports filed with the Securities and Exchange Commission. These risks and uncertainties are not the only ones Wyndham may face and additional risks may arise or become material in the future. Wyndham undertakes 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.
Contacts
Investors:
Matt Capuzzi
Senior Vice President, Investor Relations
973-753-6453
ir@wyndham.com
Media:
Maire Griffin
Senior Vice President, Global Communications
862-246-9918
WyndhamHotelsNews@wyndham.com