WYNDHAM HOTELS & RESORTS, INC.
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 19, 2026
WH$77.35-0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-13.
0001722684-25-000005
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-19.
0001722684-26-000007
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 119 previous paragraphs and 128 current paragraphs.
56 unchanged; 44 reworded; 26 added; 18 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 9 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (26)
Current report
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. All system size, RevPAR and royalty rates presented for prior years have been recasted throughout this Annual Report to exclude the impact from all rooms associated with our Super 8 master licensee in China to conform to current year presentation.
Current report
During the preparation of our year-end 2025 financial statements, we became aware that a large European franchisee, Revo Hospitality Group (“Revo”) filed for insolvency proceedings under self-administration for most of its operating entities. As a result, we have evaluated the recoverability of the carrying value of assets associated with Revo as of December 31, 2025 and have recorded charges of $160 million, of which $86 million were reported within impairments and $74 million were reported within operating expenses on the Consolidated Statements of Income.
Current report
(a) Represents the summation of the license and other fees line item and other revenues line item per the Consolidated Statements of Income.
Current report
(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:
Current report
(c)Amounts may not recalculate due to rounding.
Current report
Global average royalty rate for the year ended December 31, 2025 was 4.0%, which is a 2 basis points decline from the prior year, including a 7 basis points increase in the U.S. and a 4 basis points decline internationally. The deferral of royalties from Revo Hospitality Group (“Revo”) impacted our international and global royalty rates unfavorably by 10 bps and 4 bps, respectively.
Current report
•$82 million of higher operating and general and administrative expenses primarily due to a $74 million loss provision on accounts and loans receivables from Revo, higher costs associated with growth in our co-branded credit card program and the absence of a benefit from insurance recoveries, and elevated costs associated with insurance, litigation defense and employee benefits, all of which were partially offset by cost containment measures, including both operational efficiencies and one-time variable cost reductions;
Current report
•$74 million of higher impairment charges due to $86 million of charges in 2025 associated with our Vienna House trademark and related-franchise agreements as well as development advance notes of which all were related to the insolvency filing of Revo compared to a $12 million impairment charge incurred in 2024, primarily related to development advance notes;
Current report
•$12 million of higher separation-related expenses primarily due to a benefit received in 2024 in connection with the reversal of a spin-off related matter; and
Current report
•$3 million of higher restructuring and other-related costs; partially offset by
Current report
•$17 million of higher operating expenses primarily due to higher costs associated with growth in our co-branded credit card program, the absence of a benefit from insurance recoveries, and elevated costs associated with insurance, litigation defense and employee benefits, which were partially offset by cost containment measures, including both operational efficiencies and one-time variable cost reductions.
Current report
RESTRUCTURING AND OTHER-RELATED
Current report
During the second quarter of 2025, the Company approved a restructuring plan focused on streamlining our organizational structure, primarily within our marketing, reservation and loyalty functions. As a result, we incurred $16 million of restructuring expenses, primarily in our Hotel Franchising segment and impacting a total of 181 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.
Current report
(a)Reported within accrued expenses and other current liabilities on the Consolidated Balance Sheets.
Current report
(b)Reported within accrued expenses and other current liabilities of $5 million and other non-current liabilities of $3 million as of December 31, 2025 on the Consolidated Balance Sheets.
Current report
Other-related
Current report
During 2025, we incurred $2 million in other-related costs associated with post-employment transition advisory services.
Current report
We have outstanding development advance notes, loans and accounts receivables with Revo that has filed for insolvency. Such insolvency proceeding may not be resolved for several years and thus we are subject to uncertainty with respect to the value of our collateral and 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.
Current report
In October 2025, we completed an amendment and extension of our revolving credit facility, increasing the capacity under this facility to $1.0 billion, extending the maturity to 2030 and reducing borrowing costs by 35 basis points.
Current report
We allocated $57 million on loans, net of repayments, to franchisees during 2025 to support hotel development activities.
Current report
In the fourth quarter of 2025, we retired 28 million treasury shares with a cost of $1.9 billion.
Current report
We perform a qualitative assessment on our development advance notes quarterly to determine whether a triggering event has occurred which may indicate the asset being impaired. If such is indicated, we perform a quantitative assessment, which compares the carrying value of the development advance notes to the consideration (in the form of royalties and marketing fees) that we expect to receive in the future, as well as an estimate on the recoverability on any underlying collateral we may have on such notes. As applicable, we also estimate the recovery value of the underlying collateral using a discounted cash flow model, which may include the assistance of a third-party valuation firm. This may require significant judgments, including estimation of future cash flows, which are dependent on discount rates and to a lesser extent, estimation of long-term rates of growth.
Current report
Valuation of Accounts Receivable
Current report
We generate trade receivables in the ordinary course of our business and provides for estimated bad debts on such receivables. We measure the expected credit losses of our receivables on a collective (pool) basis which aggregates receivables with similar risk characteristics and uses historical collection attrition rates for ten years to estimate its expected credit losses. As such, we measure the expected credit losses of our receivables by segment and geographical area. We provide an estimate of expected credit losses for our receivables immediately upon origination or acquisition and may adjust this estimate in subsequent reporting periods as required. When we determine that an account is not collectible, the account is written-off to the allowance for doubtful accounts. As applicable, we also estimate the recovery value of the underlying collateral using a discounted cash flow model, which may include the assistance of a third-party valuation firm. This may require significant judgments, including estimation of future cash flows, which are dependent on discount rates and to a lesser extent, estimation of long-term rates of growth. We also consider whether the historical economic conditions are comparable to current economic conditions. If current or expected future conditions differ from the conditions in effect when the historical experience was generated, we would adjust the allowance for doubtful accounts to reflect the expected effects of the current environment on the collectability of our trade receivables which may be material.
Current report
Valuation of Loans Receivable
Current report
We strategically provide financing to franchisees or their affiliates to support hotel development efforts and related initiatives, typically in the form of loans receivable. The maturity of these loans may vary by franchisee, ranging from under twelve months to over three years. The loans bear interest and are expected to be repaid in accordance with the terms, though in some cases they may be converted into development advance notes associated with hotel openings or the completion of required property improvements. We obtain guarantees from the borrower or an affiliate and/or secure collateral to mitigate credit risk. Since the loans receivable do not share similar risk characteristics, we evaluate expected credit losses on an individual basis rather than on a collective (pool) basis. At loan inception, we evaluate the collectability of each loan, which includes reviewing collection history on any amounts which had been due from these franchisees and evaluate the value of any collateral we obtain, and record expected credit losses as required. Additionally, we evaluate the collectability of these loans each reporting period to determine if a change to the allowance for loan losses is needed. Loans deemed uncollectible are written-off against the allowance for loan losses. This analysis requires significant judgments, including the franchisee’s current financial condition which may impact the value of the collateral/guarantees obtained by us. As applicable, we also estimate the recovery value of the underlying collateral using a discounted cash flow model, which may include the assistance of a third-party valuation firm. This may require significant judgments, including estimation of future cash flows, which are dependent on discount rates and to a lesser extent, estimation of long-term rates of growth. We also consider whether the historical economic conditions are comparable to current economic conditions. If current or expected future conditions differ from the conditions in effect when the historical experience was generated, we would adjust the allowance for loan losses to reflect the expected effects of the current environment on the collectability of our loans receivable.
Removed paragraphs (18)
Previous report
(a) Reflects the impact of the adoption of the new accounting standard in 2020 for the measurement of credit losses on financial instruments.
Previous report
(a) Adjusted EBITDA has been recasted to conform with the current year presentation. Amounts may not foot due to rounding.
Previous report
(d) Represents the number of affiliated hotels at the end of the period.
Previous report
Global average royalty rate for the year ended December 31, 2024 was 3.95%. Global average royalty rate increased 6 basis points compared to the prior year, including 10 basis points in the U.S. and 12 basis points internationally.
Previous report
•$23 million of higher royalty and franchise fees primarily due to net room growth, as well as increased royalty rates and franchise fees; and
Previous report
•$16 million of higher license and other ancillary revenues driven primarily by higher credit card and licensing fees; partially offset by
Previous report
•$15 million of lower marketing, reservation and loyalty revenues primarily due to the absence of pass-through revenues associated with the 2023 global franchisee conference, partially offset by global net room growth;
Previous report
•$4 million of lower management fees, partially due to the exit of our U.S. management business.
Previous report
•$15 million of restructuring costs; and
Previous report
•$12 million of impairment charges primarily related to development advance notes; partially offset by
Previous report
•$13 million of lower operating costs primarily due to lower foreign currency losses, primarily related to highly inflationary countries, and an insurance recovery;
Previous report
•$10 million of lower separation-related costs, primarily due to the reversal of a reserve in 2024 related to the expiration of a tax matter associated with our spin-off;
Previous report
•$5 million of lower marketing, reservation and loyalty expenses primarily due to the absence of $18 million in expenses related to the 2023 global franchisee conference, partially offset by higher 2024 spend driven by increased marketing revenue; and
Previous report
•$5 million of lower general and administrative costs primarily due to operational efficiencies and an insurance recovery; and
Previous report
•$5 million of lower marketing, reservation and loyalty expenses primarily due to the absence of $18 million in expenses related to the 2023 global franchisee conference, partially offset by higher 2024 spend driven by increased marketing revenue.
Previous report
During 2023, net cash provided by operating activities decreased $23 million compared to the prior year primarily due to higher development advance notes provided to franchisees in support of system growth and higher interest expense, partially offset by higher cash generated from net income. Net cash used in investing activities was $66 million in 2023 compared to cash provided by investing activities of $179 million in 2022. The change of $245 million was primarily due to the absence of the proceeds received in 2022 from the sales of our owned hotels and the termination fee from CorePoint Lodging associated with the exit of our select-service management business. Net cash used in financing activities decreased $182 million compared to the prior year primarily due to $137 million of net borrowings primarily from our revolving credit facility, which was used for investments in the business and share repurchases. Stock repurchases decreased $55 million as 2022 benefited from the deployment of the proceeds received in connection with the sale of the owned hotels and exit of the select-service management business.
Previous report
We have outstanding development advances and loans with a large franchisee currently negotiating with its lenders regarding a potential sale of its business. Both the development advance notes and loans are secured with guarantees and collateral from our current franchisee, adding an additional layer of protection. The development advance notes and loans are expected to be assumed by the purchaser when the sale is finalized, which is expected by the end of February 2025, mitigating risk to our assets. However, if the sale does not proceed as planned, the franchisee’s lenders may seek concessions, which could require us to pursue the underlying guarantees and collateral and also impact the recoverability of a portion of our assets.
Previous report
During 2024, we incurred $43 million of transaction-related costs associated with the failed hostile takeover attempt. During 2024, we paid $47 million, including amounts incurred in 2023, for this transaction.
Reworded paragraphs (44)
Previous wording
The Company is a leading global hotel franchisor, licensing its renowned hotel brands to hotel owners in over 95 countries around the world.
Current wording
The Company is a leading global hotel franchisor, licensing its renowned hotel brands to hotel owners in approximately 100 countries around the world.
Previous wording
The following selected historical consolidated statement of income/(loss) data for the years ended December 31, 2024, 2023 and 2022 and the selected historical consolidated balance sheet data as of December 31, 2024 and 2023 are derived from the audited Consolidated Financial Statements of Wyndham Hotels & Resorts included elsewhere in this report. The selected historical consolidated statement of income/(loss) data for the years ended December 31, 2021 and 2020 and the selected historical consolidated balance sheet data as of December 31, 2022, 2021 and 2020 are derived from audited consolidated financial statements of Wyndham Hotels & Resorts businesses that are not included in this report.
Current wording
The following selected historical consolidated statement of income data for the years ended December 31, 2025, 2024 and 2023 and the selected historical consolidated balance sheet data as of December 31, 2025 and 2024 are derived from the audited Consolidated Financial Statements of Wyndham Hotels & Resorts included elsewhere in this report. The selected historical consolidated statement of income data for the years ended December 31, 2022 and 2021 and the selected historical consolidated balance sheet data as of December 31, 2023, 2022 and 2021 are derived from audited consolidated financial statements of Wyndham Hotels & Resorts businesses that are not included in this report.
Previous wording
(b) “Adjusted EBITDA” is defined as net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment charges, restructuring and related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization. We believe that adjusted EBITDA is a useful measure of performance and, when considered with U.S. Generally Accepted Accounting Principles (“GAAP”) measures, gives a more complete understanding of our operating performance. We use this measure internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. Adjusted EBITDA is not a recognized term under U.S. GAAP and should not be considered as an alternative to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. Our presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. During the first quarter of 2021, the Company modified the definition of adjusted EBITDA to exclude the amortization of development advance notes to reflect how the Company’s chief operating decision maker reviews operating performance beginning in 2021. The Company has applied the modified definition of adjusted EBITDA to all periods presented.
Current wording
(b) “Adjusted EBITDA” is defined as net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment and other-related charges (including Revo-related charges), restructuring and other-related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization. We believe that adjusted EBITDA is a useful measure of performance and, when considered with U.S. Generally Accepted Accounting Principles (“GAAP”) measures, gives a more complete understanding of our operating performance. We use this measure internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. Adjusted EBITDA is not a recognized term under U.S. GAAP and should not be considered as an alternative to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. Our presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.
Previous wording
(c) The reconciliation of net income/(loss) to adjusted EBITDA is as follows:
Current wording
(c) The reconciliation of net income to adjusted EBITDA is as follows:
Previous wording
(e) Represents the number of rooms at the end of the period which are (i) either under franchise and/or management agreements and (ii) properties under affiliation agreements for which the Companyr eceives a fee for reservation and/or other services provided.
Current wording
(d) Represents the number of hotels and rooms at the end of the period which are (i) either under franchise and/or management agreements and (ii) under affiliation agreements for which the Companyr eceives a fee for reservation and/or other services provided.
Previous wording
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, as Hotel Franchising adjusted EBITDA and corporate adjusted EBITDA are reported at a segment level. We believe that Hotel Franchising adjusted EBITDA, Corporate adjusted EBITDA and adjusted EBITDA are useful measures of performance and, when considered with U.S. 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.
Current wording
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 and other-related charges (including Revo-related charges), restructuring and other-related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization. Adjusted EBITDA is reported on a consolidated basis, 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.
Previous wording
The table below presents our operating statistics for the years ended December 31, 2024 and 2023. “Rooms” represent the number of hotel rooms at the end of the period which are either under franchise and/or management agreements and properties under affiliation agreements for which we receive a fee for reservation and/or other services provided. “RevPAR” represents revenue per available room and is calculated by multiplying average occupancy rate by average daily rate. “Average royalty rate” represents the average royalty rate earned on our franchised properties and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues. These operating statistics are drivers of our revenues and therefore provide an enhanced understanding of our business. Refer to the section below for a discussion as to how these operating statistics affected our business for the periods presented.
Current wording
The table below presents our operating statistics for the years ended December 31, 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.
Previous wording
(a)Excluding currency effects, international RevPAR increased 8% and global RevPAR increased 2%.
Current wording
(b)Excluding currency effects, international RevPAR was flat and global RevPAR decreased 3%.
Previous wording
Rooms as of December 31, 2024 increased 4% compared to the prior year, driven by 1% growth in the U.S. and 7% growth internationally. As expected, these increases included 4% growth in the higher RevPAR midscale and above segments in the U.S., along with 7% combined growth in our higher RevPAR EMEA and Latin America regions.
Current wording
Rooms as of December 31, 2025 increased 4% compared to the prior year, including 1% growth in the U.S. and 7% growth in the Company's higher RevPAR EMEA and Latin America regions.
Previous wording
Excluding currency effects, global RevPAR for the year ended December 31, 2024 increased 2% compared to the prior year, including flat RevPAR in the U.S. due to stable occupancy and rate, and 8% growth internationally driven by sustained pricing power.
Current wording
Excluding currency effects, global RevPAR for the year ended December 31, 2025 decreased 3% compared to the prior year, including 4% decline in the U.S. driven by lower average daily rate and occupancy, and was flat internationally due to continued pricing power in our Latin America, EMEA and Canada regions, offset by sustained pressure in Asia Pacific.
Previous wording
Net revenues during 2024 increased by $11 million, or 1%, compared to the prior year primarily driven by:
Current wording
Net revenues during 2025 increased by $21 million, or 1%, compared to the prior year primarily driven by $41 million of higher ancillary revenues due to growth in our co-branded credit card program, as well as a larger global system and higher pass-through revenues due to our global franchisee conference in May, partially offset by lower global RevPAR.
Previous wording
Total expenses during 2024 increased $19 million, or 2%, compared to the prior year, primarily driven by:
Current wording
Total expenses during 2025 increased $114 million, or 12%, compared to the prior year, primarily driven by:
Previous wording
• $36 million of higher transaction-related expenses primarily due to the failed hostile takeover attempt in 2024;
Current wording
•$45 million of lower transaction-related expenses primarily due to the failed hostile takeover attempt in 2024;
Previous wording
•$5 million of lower depreciation and amortization.
Current wording
◦$9 million of lower depreciation and amortization expense; and
Previous wording
•$9 million of lower cost-reimbursement expenses, which have no impact on net income;
Current wording
◦$4 million of lower cost reimbursement expenses which have no impact on net income.
Previous wording
Interest expense, net during 2024 increased $22 million, or 22%, compared to the prior year primarily due to a higher average debt balance.
Current wording
Interest expense, net increased $15 million, or 12% in 2025, compared to the prior year primarily due to a higher average debt balance and higher weighted average interest rate.
Previous wording
Early extinguishment of debt was $3 million in both 2024 and 2023 related to the repricing and refinancing of our term loan B, respectively.
Current wording
Early extinguishment of debt was $3 million in 2024 which was related to the repricing of our term loan B.
Previous wording
Our effective tax rate decreased to 21.5% in 2024 from 27.4% in 2023. During 2024, the effective tax rate was lower primarily due to tax credits received in Puerto Rico and a non-taxable reversal of a separation-related reserve. The 2023 effective tax rate was higher primarily from a foreign tax assessment that we are currently challenging.
Current wording
Our effective tax rate increased to 26.6% in 2025 from 21.5% in 2024. During 2024 the effective rate was lower primarily due to tax credits received in Puerto Rico and a non-taxable reversal of a separation-related reserve.
Previous wording
As a result of these items, net income during 2024 was unchanged year-over-year.
Current wording
As a result of these items, net income decreased $96 million during 2025.
Previous wording
Net revenues during 2024 increased $11 million, or 1% compared to the prior year as discussed above.
Current wording
Net revenues during 2025 increased $21 million, or 1% compared to the prior year as discussed above.
Previous wording
Adjusted EBITDA during 2024 increased $40 million compared to the prior-year period primarily driven by:
Current wording
Adjusted EBITDA during 2025 increased $14 million compared to the prior-year period primarily driven by:
Previous wording
•$29 million of higher fee-related revenues, before development advance note amortization, as discussed above;
Current wording
•$32 million of higher fee-related revenues, excluding development advance note amortization, as discussed above; partially offset by
Previous wording
Adjusted EBITDA during 2024 was unfavorable by $5 million compared to the prior year.
Current wording
Corporate adjusted EBITDA during 2025 was favorable by $10 million compared to the prior year due to one-time variable cost reductions.
Previous wording
On December 31, 2024, our global development pipeline consisted of approximately 2,100 hotels and 252,000 rooms, representing another record-high level and a 5% year-over-year increase, including 7% growth in the U.S and 4% internationally. Approximately 70% of our pipeline is in the midscale and above segments and 17% is in the extended stay segment. Approximately 58% of our pipeline is international. Additionally, approximately 78% of our pipeline is new construction, of which approximately 35% has broken ground.
Current wording
On December 31, 2025, our global development pipeline consisted of approximately 2,200 hotels and 259,000 rooms, representing another record-high level and a 3% year-over-year increase, including 3% growth in both the U.S. and internationally. Approximately 70% of our pipeline is in the midscale and above segments and 17% is in the extended stay segment. Approximately 42% of our pipeline is in the U.S. Additionally, approximately 77% of our pipeline is new construction, of which approximately 36% has broken ground.
Previous wording
During 2024, we approved a restructuring plan focused on enhancing our organizational efficiency. As a result, during 2024, we incurred $15 million of restructuring expenses relating to 135 employees primarily in our Hotel Franchising segment. The following table presents activity for the year ended December 31, 2024:
Current wording
During the first quarter of 2024, the Company approved a restructuring plan focused on enhancing our organizational efficiency. As a result, we incurred $15 million of restructuring expenses, all of which were personnel-related and primarily in our Hotel Franchising segment. Such plan resulted in a reduction of 135 employees in 2024. The following table presents activity for both plans for the year ended December 31, 2025:
Previous wording
(b)Represents non-cash payments in Company stock.
Current wording
(a)Represents non-cash payments in Company stock.
Previous wording
Total assets increased $190 million from December 31, 2023 to December 31, 2024 primarily related to increases in development advance notes in support of our growth strategy, cash and accounts receivables. Total liabilities increased $286 million year-over-year primarily related to a $262 million increase in our outstanding debt. Total equity decreased $96 million year-over-year primarily due to $308 million of stock repurchases and $123 million of dividends declared, partially offset by our net income.
Current wording
Total assets decreased $41 million from December 31, 2024 to December 31, 2025 primarily related to the impairment and other charges related to the insolvency filing of Revo which resulted in a $160 million reduction in the carrying values of the related assets, partially offset by an increase in development advance notes in support of our growth strategy. Total liabilities increased $141 million year-over-year primarily related to a $97 million increase in our outstanding debt and an increase in deferred revenues. Total equity decreased $182 million year-over-year primarily due to $266 million of stock repurchases and $127 million of dividends declared, partially offset by our net income.
Previous wording
As of December 31, 2024, our liquidity approximated $765 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.
Current wording
As of December 31, 2025, our liquidity approximated $840 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, together with funding through our revolving credit facility, will be sufficient to fund our operating activities, anticipated capital expenditures and growth needs.
Previous wording
As of December 31, 2024, we were in compliance with the financial covenants of our credit agreement and expect to remain in such compliance. As of December 31, 2024, we had a term loan B with a principal outstanding balance of $1.5 billion maturing in 2030, a term loan A with a principal outstanding balance of $364 million maturing in 2027, $500 million senior unsecured notes due in August 2028 and a five-year revolving credit facility maturing in 2027 with a maximum aggregate principal amount of $750 million, of which $88 million was outstanding.
Current wording
As of December 31, 2025, we were in compliance with the financial covenants of our credit agreement and expect to remain in such compliance. As of December 31, 2025, we had a term loan B with a principal outstanding balance of $1.5 billion maturing in 2030, a term loan A with a principal outstanding balance of $337 million maturing in 2027, $500 million senior unsecured notes due in August 2028 and a five-year revolving credit facility maturing in 2030 with a maximum aggregate principal amount of $1.0 billion, of which $224 million was outstanding.
Previous wording
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 December 31, 2024 the margin on our term loan A was 1.75%.
Current wording
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. Our term loan A is subject to an interest rate per annum equal to, at our option, either a base rate plus a margin ranging from 0.50% to 1.00% or SOFR plus a 0.10% SOFR adjustment, plus a margin ranging from 1.50% to 2.00%, in either case based upon our total leverage ratio and the total leverage of our restricted subsidiaries. As of December 31, 2025 the margin on our term loan A was 1.75%.
Previous wording
As of December 31, 2024, we had pay-fixed/receive-variable interest rate swaps which hedge the interest rate exposure on $1.4 billion, effectively representing over 94% of the outstanding amount of our term loan B. 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 expiring in the second quarter of 2028 and $350 million expiring in the third quarter of 2028.
Current wording
As of December 31, 2025, we had pay-fixed/receive-variable interest rate swaps which hedge the interest rate exposure on $1.4 billion, effectively representing nearly 95% of the outstanding amount of our term loan B. 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 expiring in the second quarter of 2028 and $350 million expiring in the third quarter of 2028.
Previous wording
Our first priority is to invest in the business. This includes deploying capital to attract high quality assets into our system, investing in select technology improvements across our business that further our strategic objectives and competitive position, brand refresh programs to improve quality and protect brand equity, business acquisitions that are accretive and strategically enhancing to our business, and/or other strategic initiatives. 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.
Current wording
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.
Previous wording
During 2024, we spent $34 million on capital expenditures, related to information technology, including digital innovation, and $15 million for the purchase of our corporate headquarters. During 2025, we anticipate spending approximately $40-45 million on capital expenditures.
Current wording
During 2025, we invested $46 million in capital expenditures primarily related to information technology, including digital innovation. For 2026, we anticipate total capital expenditures of approximately $45 million.
Previous wording
In addition, during 2024, we invested $109 million in development advance notes (net of repayments), and we anticipate spending approximately $110 million on development advance notes in 2025. These investments play a crucial role in attracting higher “FeePAR” hotels into our system, strengthening our portfolio with more premium properties. We may also provide other forms of financial support, such as enhanced credit support, to drive our business growth and strengthen our competitive position.
Current wording
In addition, we deployed $105 million during 2025 in development advance notes (net of repayments) and expect to invest approximately $110 million for 2026. These investments play a crucial role in attracting higher fee-per-available-room (“FeePAR”) hotels into our system, strengthening our portfolio with more premium properties. We may also offer other forms of financial support, such as enhanced credit support, to drive our business growth and increase our competitive position.
Previous wording
We expect all our cash needs to be funded from cash on hand and cash generated through operations, and/or availability under our revolving credit facility.
Current wording
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.
Previous wording
Material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, purchase commitments and lease payments. See Note 11 - Long-Term Debt and Borrowing Arrangements and Note 18 - Leases to the Consolidated Financial Statements contained in Part IV of this report for more information. As of December 31, 2024, we had future long-term interest payment obligations of approximately $606 million, of which $132 million is payable within twelve months. As of December 31, 2024, we had purchase commitments primarily consisting of non-cancelable obligations for marketing and technology related services of $142 million, of which $72 million is payable within twelve months.
Current wording
Material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, purchase commitments and lease payments. See Note 11 - Long-Term Debt and Borrowing Arrangements and Note 18 - Leases to the Consolidated Financial Statements contained in Part IV of this report for more information. As of December 31, 2025, we had future long-term interest payment obligations of approximately $515 million, of which $141 million is payable within twelve months. As of December 31, 2025, we had purchase commitments primarily consisting of non-cancelable obligations for marketing and technology related services of $168 million, of which $79 million is payable within twelve months.
Previous wording
Under our current stock repurchase program, we repurchased approximately 4.1 million shares at an average price of $75.63 for a cost of $308 million during 2024. Since inception of our stock repurchase program, we repurchased 24.8 million shares at an average price of $67.32 per share for a cost of $1.7 billion. As of December 31, 2024, we had $538 million of remaining availability under our program.
Current wording
Under our current stock repurchase program, we repurchased approximately 3.1 million shares at an average price of $85.73 for a cost of $266 million during 2025. Since inception of our stock repurchase program, we repurchased 27.9 million shares at an average price of $69.37 per share for a cost of $1.9 billion. As of December 31, 2025, we had $274 million of remaining availability under our program.
Previous wording
We declared cash dividends of $0.38 per share in each of the first, second, third and fourth quarters of 2024 ($123 million in aggregate). In January 2025, the Board approved an increase in the quarterly cash dividend to $0.41 per share.
Current wording
We declared cash dividends of $0.41 per share in each of the first, second, third and fourth quarters of 2025 ($127 million in aggregate). In February 2026, the Board approved an increase in the quarterly cash dividend to $0.43 per share.
Previous wording
Although the one-time mandatory deemed repatriation tax during 2017 and the territorial tax system created as a result of U.S. tax reform generally eliminate U.S. federal income taxes on dividends from foreign subsidiaries, we continue to assert that all of our undistributed foreign earnings of $143 million will be reinvested indefinitely as of December 31, 2024. In the event the Company determines not to continue to assert that all or part of its undistributed foreign earnings are permanently reinvested, such a determination in the future could result in the accrual and payment of additional foreign withholding taxes and U.S. taxes on currency transaction gains and losses, the determination of which is not practicable due to the complexities associated with the hypothetical calculation.
Current wording
Although the one-time mandatory deemed repatriation tax during 2017 and the territorial tax system created as a result of U.S. tax reform generally eliminate U.S. federal income taxes on dividends from foreign subsidiaries, we continue to assert that all of our undistributed foreign earnings will be reinvested indefinitely as of December 31, 2025. In the event the Company determines not to continue to assert that all or part of its undistributed foreign earnings are permanently reinvested, such a determination in the future could result in the accrual and payment of additional foreign withholding taxes and U.S. taxes on currency transaction gains and losses, the determination of which is not practicable due to the complexities associated with the hypothetical calculation.
Previous wording
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 December 31, 2024, our annualized first-lien leverage ratio was 2.7 times.
Current wording
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 December 31, 2025, our annualized first-lien leverage ratio was 2.8 times.
Showing the first 40 of 44 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The following table presents activity for the year ended December 31, 2024:
Current report — wording carried from elsewhere
During 2025, net cash provided by operating activities increased $77 million compared to the prior year primarily due to the absence of $47 million of transaction-related payments related to the unsuccessful hostile takeover attempt in 2024. Net cash used in investing activities increased $38 million compared to the prior year primarily due to an increase in cash used for loans in connection with development activities. Net cash used in financing activities increased $139 million compared to the prior year primarily due to a reduction in net borrowings, partially offset by $44 million of lower stock repurchases.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
•$9 million of lower cost-reimbursement revenues, which have no impact on net income; and