WYNDHAM HOTELS & RESORTS, INC.

Discussed below are our key operating statistics, consolidated results of operations and the results of operations for our reportable segment. The reportable segment presented below represents our operating segment for which discrete financial information is available and used on a regular basis by our chief operating decision maker to assess performance and to allocate resources. In identifying our reportable segment, we also consider the nature of services provided by our operating segment. Management evaluates the operating results of our reportable segment based upon net revenues and adjusted EBITDA. Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are defined as net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment charges, restructuring and related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization. Adjusted EBITDA is reported on a consolidated basis, whereas 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 this measure internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. 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 less than $3 million to our full-year 2024 consolidated adjusted EBITDA.

The table below presents our operating statistics for the three and nine months ended September 30, 2025 and 2024. “Rooms” represent the number of rooms at the end of the period which are (i) either under franchise and/or management agreements, excluding all rooms associated with our Super 8 master licensee in China, and (ii) properties under affiliation agreements for which we receive a fee for reservation and/or other services provided. “RevPAR” represents revenue per available franchised and managed room and is calculated by multiplying average occupancy rate by average daily rate. “Average royalty rate” represents the average royalty rate earned on our franchised rooms and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues. 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.

(a)Amounts have been recasted to exclude the impact from all rooms associated with our Super 8 master licensee in China to conform with current year presentation. See below for prior year reported amounts:

(b)Excluding currency effects, international RevPAR decreased 2% and global RevPAR decreased 5%.

(c)Excluding currency effects, international RevPAR was flat and global RevPAR decreased 2%.

(d)Amounts may not recalculate due to rounding.

Rooms grew 4% compared to the prior year, driven by 1% growth in the U.S. and 9% growth internationally. These results included 2% growth in the higher RevPAR midscale and above segments in the U.S. and 7% growth in the higher RevPAR EMEA and Latin America regions.

Excluding currency effects, global RevPAR for the three months ended September 30, 2025 decreased by 5% compared to the prior year period, reflecting a decline of 5% in the U.S. and 2% decline internationally. In the U.S., RevPAR performance reflected a 300 basis-point reduction in occupancy and a 200-basis-point decline in ADR. Softer results in Texas, Florida and California were partially offset by continued strength across the Midwest. Internationally, the decrease was primarily driven by Asia Pacific, including China where RevPAR declined 10% and Latin America, where RevPAR declined 5%. This was partially offset by 4% growth in the EMEA region and 8% growth in Canada, both primarily reflecting pricing power.

Excluding currency effects, global RevPAR for the nine months ended September 30, 2025 decreased 2% compared to the prior year period, reflecting a decline of 3% in the U.S. and 0% growth internationally. In the U.S., the RevPAR decline was driven by lower occupancy. Internationally, RevPAR was impacted by continued pricing power in our Latin America, EMEA and Canada regions, offset by sustained pressure in Asia Pacific.

THREE MONTHS ENDED SEPTEMBER 30, 2025 VS. THREE MONTHS ENDED SEPTEMBER 30, 2024

Net revenues for the three months ended September 30, 2025 decreased $14 million, or 4%, compared to the prior-year period, primarily driven by:

•Lower royalty and franchise fees of $12 million primarily due to a reduction in RevPAR and lower franchise fees, partially offset by the impact of net room growth and royalty rate expansion both domestically and internationally;

•Lower marketing, reservation and loyalty revenues of $12 million primarily due to lower RevPAR; partially offset by the impact of net room growth and

•Higher ancillary revenues of $13 million primarily driven by growth in our co-branded credit card program.

Total expenses for the three months ended September 30, 2025 decreased $21 million, or 9%, compared to the prior-year period, primarily driven by:

•Lower marketing, reservation and loyalty expenses of $18 million primarily associated with the reduction in RevPAR;

•Lower depreciation and amortization expense of $2 million; and

•Higher operating and general and administrative expenses of $2 million primarily due to growth in our co-branded credit card program and elevated costs associated with insurance, litigation defense and employee benefits, which were partially offset by cost containment measures, including both operational efficiencies and one-time variable reductions.

During third quarter 2025, marketing, reservation and loyalty revenues of $149 million exceeded marketing, reservation and loyalty expenses of $131 million by $18 million; while in the third quarter 2024, marketing, reservation and loyalty revenues of $161 million exceeded marketing, reservation and loyalty expenses of $149 million by $12 million.

Interest expense, net for the three months ended September 30, 2025 increased $2 million, or 6%, compared to the prior-year period, primarily due to a higher average debt balance.

Our effective tax rates were 26.1% and 25.5% during the three months ended September 30, 2025 and 2024, respectively. During 2024, the effective tax rate was lower primarily due to a tax benefit resulting from the release of a foreign unrecognized tax benefit.

As a result of these items, net income for the three months ended September 30, 2025 increased $3 million compared to the prior-year period.

A reconciliation of net income to adjusted EBITDA is represented below:

Following is a discussion of the results of our Hotel Franchising segment and Corporate for the three months ended September 30, 2025 compared to the three months ended September 30, 2024:

Hotel Franchising

Hotel franchising net revenues decreased $14 million, or 4%, compared to the prior-year period, as discussed above.

Hotel franchising adjusted EBITDA increased $4 million, or 2%, compared to the prior-year period, primarily driven by:

•Lower marketing, reservation and loyalty expenses of $18 million primarily associated with the reduction in RevPAR, partially offset by higher operating and general and administrative expenses of $3 million primarily due to costs associated with growth in our co-branded credit card program and elevated costs associated with insurance, litigation defense and employee benefits, which were partially offset by cost containment measures, including both operational efficiencies and one-time variable reductions; and

•Lower fee-related revenues, excluding development advance note amortization, of $10 million as discussed above.

Corporate

Corporate adjusted EBITDA was favorable by $1 million compared to the prior-year period.

NINE MONTHS ENDED SEPTEMBER 30, 2025 VS. NINE MONTHS ENDED SEPTEMBER 30, 2024

Net revenues for the nine months ended September 30, 2025 increased $28 million, or 3%, compared to the prior year period, primarily driven by $29 million of higher ancillary revenues due to growth in our co-branded credit card program, as well as a larger global system and expansion in our domestic and international royalty rates, partially offset by lower global RevPAR.

Total expenses for the nine months ended September 30, 2025 decreased $44 million, or 6%, compared to the prior year period, primarily driven by;

•Lower transaction-related expenses of $44 million primarily due to the failed hostile takeover attempt in 2024;

•the absence of a $12 million impairment charge incurred in 2024, primarily related to development advance notes;

•Lower depreciation and amortization expense of $8 million;

•Lower cost reimbursement expenses of $4 million which have no impact on net income;

•Lower marketing, reservation and loyalty expenses of $3 million primarily due to lower RevPAR;

•Higher operating and general and administrative expenses of $10 million primarily associated with growth in our co-branded credit card program and the absence of a benefit from insurance recoveries, as well as elevated costs associated with insurance, litigation defense and employee benefits, which were partially offset by cost containment measures, including both operational efficiencies and one-time variable reductions;

•Higher separation-related expenses of $12 million primarily due to a benefit received in 2024 in connection with the reversal of a spin-off related matter; and

•Higher restructuring costs of $5 million.

During 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; while the nine months ended September 30 2024, marketing, reservation and loyalty expenses of $435 million exceeded marketing, reservation and loyalty revenues of $429 million by $6 million.

Interest expense, net for the nine months ended September 30, 2025 increased $10 million, or 11%, compared to the prior year period primarily due to a higher average debt balance.

Early extinguishment of debt was $3 million for nine months ended September 30, 2024 related to the repricing of our term loan B.

Our effective tax rates were 24.5% and 24.4% during the nine months ended September 30, 2025 and 2024, respectively.

As a result of these items, net income for the nine months ended September 30, 2025 increased $49 million compared to the prior year period.

The table below is a reconciliation of net income to adjusted EBITDA.

Following is a discussion of the results of our Hotel Franchising segment and Corporate for the nine months ended September 30, 2025 compared to September 30, 2024:

Hotel Franchising

Hotel franchising net revenues for the nine months ended September 30, 2025 increased $28 million compared to the prior year period as discussed above.

Hotel franchising adjusted EBITDA for the nine months ended September 30, 2025 increased $25 million compared to the prior year period, primarily driven by:

•Higher fee-related revenues, excluding development advance note amortization, of $37 million as discussed above;

•Lower marketing, reservation and loyalty expenses of $3 million primarily due to lower RevPAR; and

•Higher operating and general and administrative expenses of $13 million primarily associated with growth in our co-branded credit card program and the absence of a benefit from insurance recoveries, as well as elevated costs associated with insurance, litigation defense and employee benefits, which were partially offset by cost containment measures, including both operational efficiencies and one-time variable reductions.

Corporate adjusted EBITDA was favorable by $1 million compared to the prior year period.

DEVELOPMENT

On September 30, 2025, our global development pipeline consisted of approximately 2,180 hotels and 257,000 rooms, representing another record-high level and a 4% year-over-year increase, including 4% growth in the U.S. and 4% internationally. Approximately 70% of our pipeline is in the midscale and above segments, which grew 4% year-over-year, and 17% is in the extended stay segment. Approximately 58% of our pipeline is international. Additionally, approximately 75% of our pipeline is new construction, of which approximately 36% have broken ground. Rooms under construction grew 3% year-over-year. During the third quarter of 2025, we awarded 204 new contracts, an increase of 24% year-over-year.

RESTRUCTURING

During the second quarter of 2025, we approved a restructuring plan focused on streamlining its organizational structure, primarily within its marketing, reservation and loyalty functions. As a result, we incurred $2 million and $16 million of restructuring expenses during the three and nine months ended September 30, 2025, respectively, primarily in our Hotel Franchising segment and impacting a total of 178 employees. Such expenses included $8 million related to the closure of a leased call center facility in Canada, of which $3 million were personnel-related and impacting 74 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.

During the first quarter of 2024, we approved a restructuring plan focused on enhancing our organizational efficiency. As a result, during the three and nine months ended September 30, 2024, we incurred $2 million and $11 million, respectively, of restructuring expenses, all of which were personnel-related and primarily in our Hotel Franchising segment. Such plan resulted in a reduction of 135 employees in full year 2024.

The following table presents activity for both plans for the nine months ended September 30, 2025:

(a)Reported within accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

(b)Reported within accrued expenses and other current liabilities of $7 million and other non-current liabilities of $4 million as of September 30, 2025 on the Condensed Consolidated Balance Sheets.

The following table presents activity for the nine months ended September 30, 2024:

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

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Condition

Total assets increased $123 million from December 31, 2024 to September 30, 2025 primarily related to an increase in accounts receivable due to seasonality and increased development advance notes and loan receivables in support of our growth strategy. Total liabilities increased $190 million from December 31, 2024 to September 30, 2025 primarily related to a $164 million increase in our outstanding debt and an increase in deferred revenues in connection with our co-branded credit card program. Total equity decreased $67 million from December 31, 2024 to September 30, 2025 primarily due to $223 million of stock repurchases and $96 million of dividends declared, partially offset by our net income.

We have outstanding development advance notes, loans and accounts receivables amounting to approximately $155 million as of September 30, 2025 with a large franchisee that has been consolidating other hotel portfolios, including another significant franchisee. This franchisee is currently seeking to obtain long-term permanent financing. If the franchisee is unable to obtain permanent financing, it may encounter challenges in paying its debts and thus we may seek to enforce our collateral. While we believe our collateral, consisting of personal guarantees, certain tangible and other assets and share pledges of a number of subsidiaries, exceeds the amount of our exposure, there could be instances where such collateral is insufficient to cover the entire amount recorded on our Condensed Consolidated Balance Sheet.

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.

As of September 30, 2025, our liquidity approximated $540 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, 2025, we were in compliance with the financial covenants of our credit agreement and expect to remain in such compliance. As of September 30, 2025, we had a term loan B with a principal outstanding balance of $1.5 billion maturing in 2030, a term loan A with a principal outstanding balance of $345 million maturing in 2027, $500 million senior unsecured notes due in August 2028 and a five-year revolving credit facility maturing in 2027 with a maximum aggregate principal amount of $750 million, of which $281 million was outstanding.

In October 2025, we completed an amendment and extension of our revolving credit facility, increasing the capacity under this facility to $1 billion, extending the maturity to 2030 and reducing borrowing costs by 35 basis points. Following this transaction, our total liquidity increased to $790 million as of October 2025.

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 and term loan A are subject to an interest rate per annum equal to, at our option, either a base rate plus a margin ranging from 0.50% to 1.00% or SOFR plus a 0.10% SOFR adjustment, plus a margin ranging from 1.50% to 2.00%, in either case based upon our total leverage ratio and the total leverage of our restricted subsidiaries. As of September 30, 2025, the margin on our term loan A was 1.75%.

As of September 30, 2025, we had pay-fixed/receive-variable interest rate swaps which hedge the interest rate exposure on $1.4 billion, effectively representing nearly 95% of the outstanding amount of our term loan B. 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, 2025, our credit rating was Ba1 from Moody’s Investors Service and BB+ from both Standard and Poor’s Rating Agency and Fitch Ratings. A credit rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal by the assigning rating organization. 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, 2025 and 2024:

Net cash provided by operating activities increased $59 million compared to the prior-year period primarily due to the absence of payments made associated with defending a hostile takeover attempt in 2024.

Net cash used in investing activities increased $46 million compared to the prior-year period primarily due to an increase in cash used for loans in connection with development activities.

Net cash used in financing activities increased $72 million compared to the prior-year period primarily due to a reduction in net debt borrowings, partially offset by $60 million of lower stock repurchases.

Capital Deployment

Our first priority is to invest in the business to support long-term growth and enhance our competitive position. This includes deploying capital to attract high quality assets into our system, funding select 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, 2025, we invested $30 million on capital expenditures primarily related to information technology, including digital innovation. For 2025, we anticipate total capital expenditures of approximately $40-45 million.

In addition, we deployed $73 million during the nine months ended September 30, 2025 in development advance notes (net of repayments) and expect to invest approximately $110 million for 2025. These investments play a crucial role in attracting higher fee-per-available-room (“FeePAR”) hotels into our system, strengthening our portfolio with more premium properties. 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 also spent $56 million on loans to franchisees during the nine months ended September 30, 2025 to support hotel development activities.

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 and $400 million in 2024. 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 $87.70 for a cost of $223 million during the nine months ended September 30, 2025. As of September 30, 2025, we had $316 million of remaining availability under our program.

Dividend Policy

We declared cash dividends of $0.41 per share in the first, second and third quarters of 2025 ($96 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, 2025, our first-lien leverage ratio was 2.9 times.

The indenture, as supplemented, under which the senior notes due 2028 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, 2025, 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, 2025, the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to approximately $7 million in excess of recorded accruals. However, we do not believe that the impact of such litigation should result in a material liability to us in relation to our financial position or liquidity. For a more detailed description of our commitments and contingencies see Note 10 - 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 2024 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.