WYNDHAM HOTELS & RESORTS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

NOTICE OF 2026 ANNUAL MEETING

OF STOCKHOLDERS AND

PROXY STATEMENT

March 25, 2026

Dear Fellow Stockholder:

On behalf of your Board of Directors, we are pleased to invite you to attend the 2026 annual meeting of stockholders to be held on Thursday, May 14, 2026 at 9:00 a.m. Eastern Time. The meeting will be held in person at Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054.

Our 2025 results underscore the highly cash generative nature of our business and a resilient business model that has a proven ability to generate growth amid macro-uncertainty. Our performance was driven by strong, record-level development momentum, enhanced ancillary fee growth and prudent cost containment measures. System-wide rooms grew organically by 4% year-over-year, including a record level of organic room openings, and we grew our global development pipeline by 3% year-over-year to 259,000 rooms.

We also signed 870 deals, which was 18% more than 2024’s all-time high. Our record number of new signings and openings are increasing Wyndham’s long-term economics by securing franchise agreements that drive higher average royalty revenue. Our record development pipeline is now carrying an average FeePAR premium of 30% domestically and nearly 20% internationally, compared to our existing system, which will enhance future growth. New strategic partnerships and affiliations, new technology initiatives, and continued momentum in our co-branded credit card program fueled a record level of ancillary revenues in 2025 and we leveraged our technology foundation to align with our AI initiatives, helping to improve our owners’ returns while enabling new AI booking paths. We did all of this while continuing to prioritize targeted investments in the future growth of our business, including sustained key money investments to attract new, high FeePAR hotels in key domestic and international markets.

The strong execution of our team members in 2025 led to the delivery of diluted earnings per share of $2.50 and adjusted diluted earnings per share of $4.58. For 2025, net income was $193 million, adjusted net income was $353 million, and adjusted EBITDA was $718 million. Net cash provided by operating activities was $367 million, and adjusted free cash flow was $433 million in 2025. We also returned $393 million to our stockholders in 2025, including dividend payments of $127 million and stock repurchases of $266 million. This highlights your Board’s continued confidence in our business and our strategy.*1

We are grateful for our team members around the world, whose commitment to our Count on Me culture and to delivering continued support and significant value to owners and guests in the face of a challenging RevPAR environment, remains paramount to our resilience and sustained success. In May 2025, we were named among Newsweek® Magazine’s “Global Most Loved Workplaces” for the third consecutive year.

As described in the accompanying proxy statement, your Board’s Compensation Committee works to ensure that executive pay and performance are appropriately aligned to incentivize management to increase stockholder value. We encourage you to read the proxy statement carefully for more information.

*1 Please see Appendix A to the accompanying proxy statement for (i) cautionary language regarding forward-looking statements and (ii) a reconciliation of non-GAAP financial measures to the corresponding GAAP results and an explanation of the adjustments that we have made to calculate these adjusted non-GAAP financial measures.

Your Board remains committed to providing effective oversight as Wyndham continues to execute our strategy and we’re confident the plan we have in place is the right one – one that is expected to generate significant value over the near and medium term.

Your vote is very important. Whether or not you plan to attend the 2026 annual meeting, please cast your vote as soon as possible. We look forward to our continued dialogue in the future and we, along with our outstanding team, remain committed to creating even greater value for you.

Very truly yours,

WYNDHAM HOTELS & RESORTS, INC.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

March 25, 2026

Purposes of the Annual Meeting:

•to elect nine Directors for a term expiring at the 2027 Annual Meeting of Stockholders, with each Director to serve until such Director’s successor is elected and qualified or until such Director’s earlier resignation, retirement, disqualification or removal (“Proposal 1”);

•to vote on an advisory resolution to approve our executive compensation program (“Proposal 2”);

•to vote on a proposal to ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2026 (“Proposal 3”);

•to vote on a stockholder proposal, if properly presented at the meeting, regarding stockholder ability to act by written consent ("Proposal 4"); and

•to transact any other business that may be properly brought before the meeting or any postponement, adjournment or continuation of the meeting.

The matters specified for voting above are more fully described in the attached Proxy Statement. Only our stockholders of record at the close of business on March 20, 2026 (the “Record Date”) will be entitled to notice of and to vote at the 2026 Annual Meeting of Stockholders (including any postponements, adjournments or continuations thereof, the “Annual Meeting”).

Who may attend the Annual Meeting:

Attendance at the Annual Meeting will be limited to stockholders as of the close of business on the Record Date, their authorized representatives and guests of the Company. Access to the Annual Meeting may be granted to others at the discretion of the Company and the chair of the Annual Meeting. Cameras and recording devices will not be permitted at the Annual Meeting.

How to attend the Annual Meeting:

All persons attending the Annual Meeting must bring photo identification such as a valid driver’s license or passport for purposes of personal identification along with proof of stock ownership. If you are a stockholder of record, please be prepared to provide the top portion of your proxy card.

If your shares are held in the name of a bank, broker or other nominee, you will need to bring a proxy, letter or recent account statement from that bank, broker or nominee that confirms that you are the beneficial owner of those shares.

Record Date:

March 20, 2026 is the Record Date for the Annual Meeting. This means that owners of Wyndham Hotels & Resorts, Inc. common stock at the close of business on that date are entitled to:

•receive notice of the Annual Meeting; and

•vote at the Annual Meeting.

Information About the Notice of Internet Availability of Proxy Materials for the Annual Meeting of Stockholders: Instead of mailing a printed copy of our proxy materials, including our Annual Report, to all of our stockholders, we provide access to these materials in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about March 25, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials ("Notice") to all stockholders as of March 20, 2026, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a copy of our proxy materials in printed form by mail or electronically by email. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Householding Information:

We have adopted a procedure approved by the Securities and Exchange Commission called householding. Under this procedure, stockholders who have the same address and last name and have not previously requested electronic delivery of proxy materials or otherwise provided instructions to the contrary will receive a single envelope containing the Notices for all stockholders having that address. The Notice for each stockholder will include that stockholder's unique control number needed to vote his or her shares. This procedure will reduce our printing costs and postage fees.

If you do not wish to participate in householding, please contact Broadridge Financial Solutions by calling their toll-free number at (866) 540-7095 or through Broadridge Financial Solutions, Attn.: Householding Department, 51 Mercedes Way, Edgewood, New York 11717, and a Notice in a separate envelope will be promptly delivered to your address. If you are currently receiving Notices in separate envelopes and wish to receive only one, you may use the same contact information to opt in to householding.

For those stockholders who have the same address and last name and who request to receive a printed copy of the proxy materials by mail, we will send only one copy of such materials to each address unless one or more of those stockholders notifies us, in the same manner described above, that they wish to receive a printed copy for each stockholder at that address.

Beneficial stockholders may request information about householding from their banks, brokers or other holders of record.

Proxy Voting:

Your vote is very important, and we encourage you to vote and submit your proxy as promptly as possible, even if you plan to attend the Annual Meeting. You may vote by Internet, by telephone or by requesting a printed copy of the proxy materials and using the enclosed proxy card. If you are a stockholder of record, you may also vote at the Annual Meeting. If you hold your shares in “street name,” you may only vote in person at the Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee.

Please carefully note any voting deadline indicated on your Notice or proxy card, as voting deadlines may vary depending on how you hold your shares.

By order of the Board of Directors,

Paul F. CashGeneral Counsel, Chief Compliance Officer and Corporate Secretary

YOUR VOTE IS VERY IMPORTANT!

If you have any questions about the Annual Meeting or how to vote your shares,

please contact the firm assisting us with the solicitation of proxies:

INNISFREE M&A INCORPORATED:

(877) 750-0625 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 from other countries

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