WYNDHAM HOTELS & RESORTS, INC.

(Unless otherwise noted, all amounts are in millions, except share and per share amounts)

1. BASIS OF PRESENTATION

Wyndham Hotels & Resorts, Inc. (collectively with its consolidated subsidiaries, “Wyndham Hotels” or the “Company”) is a leading global hotel franchisor, licensing its renowned hotel brands to hotel owners in approximately 100 countries around the world.

The Condensed Consolidated Financial Statements have been prepared on a stand-alone basis. The Condensed Consolidated Financial Statements include the Company’s assets, liabilities, revenues, expenses and cash flows and all entities in which it has a controlling financial interest. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in the Condensed Consolidated Financial Statements.

In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s 2025 Consolidated Financial Statements included in its 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.

Business Description

Wyndham Hotels’ primary segment is hotel franchising which principally consists of licensing the Company’s lodging brands and providing related services to third-party hotel owners and others.

2. NEW ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued an accounting update, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which changes how an entity is required to begin capitalizing software costs to when both of the following occur: (1) management has authorized and committed to funding the software project; and (2) it is probable that the project will be completed and the software will be used to perform the function intended. This guidance is effective for fiscal years beginning after December 15, 2027 and interim periods within fiscal years beginning after December 15, 2028. The Company is evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. The Company will adopt the guidance on January 1, 2028, as required.

In November 2024, the FASB issued an accounting update, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses on an annual and interim basis. This update requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Other than additional disclosure, the Company does not expect a change to its consolidated financial statements. The Company will adopt the guidance on January 1, 2027, as required.

3. REVENUE RECOGNITION

Deferred Revenues

Deferred revenues, or contract liabilities, generally represent payments or consideration received in advance for goods or services that the Company has not yet provided to the customer. Deferred revenues as of March 31, 2026 and December 31, 2025 are as follows:

Deferred initial franchise fees represent payments received in advance from prospective franchisees upon the signing of a franchise agreement and are generally recognized to revenue within 13 years. Deferred loyalty revenues represent the portion of loyalty program fees charged to franchisees, net of redemption costs, that have been deferred and will be recognized over time based upon loyalty point redemption patterns. Deferred co-branded credit card program revenue represents payments received in advance from the Company’s co-branded credit card partners, primarily for card member activity.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The consideration received from a customer is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied. The following table summarizes the Company’s remaining performance obligations for the twelve-month periods set forth below:

Disaggregation of Net Revenues

The table below presents a disaggregation of the Company’s net revenues from contracts with customers by major services and products:

(a) Partnership fees are related to third-party partnership agreements, including the Company's co-branded credit card program. Such fees were previously reported within other revenue as it relates to this table.

Capitalized Contract Costs

The Company incurs certain direct and incremental sales commissions costs in order to obtain hotel franchise contracts. Such costs are capitalized and subsequently amortized, beginning upon hotel opening, over the first non-cancellable period of the agreement. In the event an agreement is terminated prior to the end of the first non-cancellable period, any unamortized cost is immediately expensed. In addition, the Company also capitalizes costs associated with the sale and installation of property management systems to its franchisees, which are amortized over the remaining non-cancellable period of the franchise agreement. As of March 31, 2026 and December 31, 2025, capitalized contract costs were $87 million and $84 million, respectively, of which $5 million for both periods was included in other current assets and $82 million and $79 million, respectively, were included in other non-current assets on its Condensed Consolidated Balance Sheets.

4. EARNINGS PER SHARE

The computation of basic and diluted earnings per share (“EPS”) is based on net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively.

The following table sets forth the computation of basic and diluted EPS (in millions, except per share data):

(a) Diluted shares outstanding exclude shares related to stock options and PSUs which were immaterial for both the three months ended March 31, 2026 and 2025. Diluted shares outstanding exclude shares related to RSUs of 0.3 million and 0.1 million for the three months ended March 31, 2026 and 2025, respectively as their effect would have been anti-dilutive under the treasury stock method.

Stock Repurchase Program

The following table summarizes stock repurchase activity under the current stock repurchase program since inception in 2018 (in millions, except per share data) which includes excise taxes and fees:

The Company had $223 million of remaining availability under its program as of March 31, 2026.

5. NON-CASH HOTEL ACQUISITIONS

In January of 2026, a large European franchisee, Revo Hospitality Group (“Revo”), commenced insolvency proceedings under self-administration for most of its operating entities. The Company’s accounts receivable, loans receivable and development advance notes with this franchisee are secured by a collateral package that includes certain share pledges, bank account pledges, trademark/IP pledges, second liens on select real estate and personal guarantees from the franchisee’s principal. In the first quarter of 2026, the Company enforced its collateral package on the outstanding obligations owed to the Company by Revo, and as a result, the Company exercised its rights to foreclose on and take ownership oftwo hotel properties in Europe. The estimated aggregate fair value of the net assets of these hotel operating entities is $23 million which primarily consists of $36 million of buildings, partially offset by $15 million of assumed mortgages on such hotel properties. In connection with the non-cash acquisition, the Company reduced the carrying amount of the related loans receivable by $13 million and development advance notes by $10 million from Revo. The judgments and assumptions used in determining the aggregate fair value of the net assets are classified as level three in the fair value hierarchy. The results of operations of these hotels have been included in the Condensed Consolidated Statements of Income since the date the Company took ownership.

6. RECEIVABLES

Allowance for Doubtful Accounts

The following table sets forth the activity in the Company’s allowance for doubtful accounts on trade accounts receivable for the three months ended:

As of March 31, 2026, the Company had accounts receivable with a net book value of $3 million due from Revo.

Loans Receivable

The Company’s Condensed Consolidated Balance Sheets include the following with respect to loans receivable, including accrued interest:

(a) Gross loans receivable were reduced by $13 million due to the non-cash hotel acquisitions. Accordingly, the Company has no remaining net book value relating to loans receivable from Revo as of March 31, 2026. See Note 5 - Non-Cash Hotel Acquisitions for more details.

(b) Loans receivable had a weighted average interest rate of 9.3% and 7.8% and a weighted average remaining contractual term of 2.2 years and 2.1 years as of March 31, 2026 and December 31, 2025, respectively.

The following table sets forth the activity in the Company’s allowance for loan losses on loans receivable for the three months ended:

7. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of:

(a) Buildings increased due to the non-cash hotel acquisitions. See Note 5 - Non-Cash Hotel Acquisitions for more details.

8. FRANCHISING, MARKETING AND RESERVATION ACTIVITIES

Royalties and franchise fee revenues on the Condensed Consolidated Statements of Income include initial franchise fees of $4 million and $5 million for the three months ended March 31, 2026 and 2025, respectively.

In accordance with its franchise agreements, the Company is generally contractually obligated to expend the marketing and reservation fees it collects from franchisees for the operation of an international, centralized, brand-specific reservation system and for marketing purposes such as advertising, promotional and co-marketing programs, and training for the respective franchisees.

Development Advance Notes

The Company may, at its discretion, provide development advance notes to certain franchisees/hotel owners in order to assist them in converting to one of its brands, in building a new hotel to be flagged under one of its brands or in assisting in other franchisee expansion efforts. Provided the franchisee/hotel owner is in compliance with the terms of the franchise agreement, all or a portion of the development advance notes may be forgiven by the Company over the period of the franchise agreement. Otherwise, the related principal is due and payable to the Company. In certain instances, the Company may earn interest on unpaid franchisee development advance notes.

The Company’s Condensed Consolidated Financial Statements include the following with respect to development advances:

(a) Development advance notes were reduced by $10 million due to the non-cash hotel acquisitions. Accordingly, the Company has no remaining net book value relating to development advance notes from Revo as of March 31, 2026. See Note 5 - Non-Cash Hotel Acquisitions for more details.

(b) Amounts are primarily recorded as a reduction of both royalties and franchise fees and marketing, reservation and loyalty revenues on the Condensed Consolidated Statements of Income.

The Company made a non-cash reclassification of $1 million during the three months ended March 31, 2025 from loans receivable to development advance notes, both of which were reported within other non-current assets.

9. INCOME TAXES

The Company files income tax returns in the U.S. federal and state jurisdictions, as well as in foreign jurisdictions. With certain exceptions, the Company is no longer subject to federal income tax examinations for years prior to 2022. The Company is no longer subject to state and local, or foreign, income tax examinations for years prior to 2018.

The Company made cash income tax payments, net of refunds, of $4 million and $17 million for the three months ended March 31, 2026 and 2025, respectively.

The Company’s effective tax rates were 23.8% and 22.8% during the three months ended March 31, 2026 and 2025, respectively. During 2026, the effective tax rate was higher primarily due to a lower tax benefit associated with stock-based compensation.

10. LONG-TERM DEBT AND BORROWING ARRANGEMENTS

The Company’s indebtedness consisted of:

(a) The carrying amount of the term loans and senior unsecured notes are net of deferred debt issuance costs of $19 million and $10 million as of March 31, 2026 and December 31, 2025, respectively. The carrying amount of the term loan B is net of unamortized discounts of $4 million as of both March 31, 2026 and December 31, 2025.

(b) Weighted average interest rates are based on the stated interest rate for the year-to-date periods and include the effects of hedging.

Maturities and Capacity

The Company’s outstanding debt as of March 31, 2026 matures as follows:

As of March 31, 2026, the available capacity under the Company’s revolving credit facility was as follows:

Revolving Credit Facility

The Company hadno outstanding borrowings on its revolving credit facility as of March 31, 2026 and $224 million outstanding as of December 31, 2025. Such borrowings on its revolving credit facility are included within long-term debt on the Condensed Consolidated Balance Sheets.

5.625% Senior Unsecured Notes

In February 2026, the Company issued $650 million aggregate principal amount of senior unsecured notes, which mature in 2033 and bear interest at a rate of 5.625% per year, for net proceeds of $642 million. Interest is payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2026. The notes are redeemable in whole or in part at various times and premiums per their indenture, with the first call date of March 1, 2029 at a price of 102.813%. The Company used the net cash proceeds from the notes primarily to pay off then-outstanding borrowings under its revolving credit facility and term loan A.

Other Debt

During the first quarter, the Company assumed $15 million of mortgages that are secured by the two hotel properties that the Company acquired through the enforcement of its collateral on trade receivables, loans receivable and development advance notes owed to the Company by Revo. The mortgages have varying maturity dates ranging from 2026 to 2031 with a weighted average remaining term of 1.6 years. See Note 5 - Non-Cash Hotel Acquisitions for more details.

Deferred Debt Issuance Costs

The Company classifies deferred debt issuance costs related to its revolving credit facility within other non-current assets on the Condensed Consolidated Balance Sheets. Such deferred debt issuance costs were $4 million as of both March 31, 2026 and December 31, 2025.

Cash Flow Hedge

As of March 31, 2026, the Company has pay-fixed/receive-variable interest rate swaps in place to hedge interest rate exposure on $1.4 billion on its variable-rate debt, effectively covering over 95% of its outstanding term loan B. These swaps carry weighted average fixed rates (plus applicable spreads) ranging from 3.31% to 3.84% based on the effective dates of each agreement, with $475 million of swaps expiring in the fourth quarter of 2027, $600 million expiring in the second quarter of 2028, and $350 million expiring in the third quarter of 2028. For both the three months ended March 31, 2026 and 2025, the weighted average fixed rate (plus applicable spreads) on the swaps was 3.58%. The aggregate fair value of these interest rate swaps was a net asset of $1 million and net liability of $10 million as of March 31, 2026 and December 31, 2025, respectively, which were included within other non-current assets and other non-current liabilities on the Consolidated Balance Sheets, respectively. The swaps resulted in $3 million of income recognized in interest expense, net on the Condensed Consolidated Statements of Income during the three months ended March 31, 2025. Such income was immaterial during the three months ended March 31, 2026.

There was no hedging ineffectiveness recognized in the three months ended March 31, 2026 or 2025. The Company expects to reclassify gains of $1 million from accumulated other comprehensive income (“AOCI”) to interest expense during the next 12 months.

Interest Expense, Net

The Company incurred net interest expense of $34 million and $33 million for the three months ended March 31, 2026 and 2025, respectively. Cash paid related to such interest was $37 million and $39 million for the three months ended March 31, 2026 and 2025, respectively.

11. FAIR VALUE

The Company measures its financial assets and liabilities at fair value on a recurring basis and utilizes the fair value hierarchy to determine such fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable.

Level 3: Unobservable inputs used when little or no market data is available. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input (closest to Level 3) that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The carrying amounts of cash and cash equivalents, trade and notes receivables, accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The carrying amounts of loans receivable, primarily included in other non-current assets in the Condensed Consolidated Balance Sheets, approximate fair value due to the interest rates on such notes are comparable to market rates and/or their relatively short-term maturity. The weighted average remaining contractual term on the notes was 2.2 years as of March 31, 2026. The carrying amounts and estimated fair values of all other financial instruments are as follows:

The Company estimates the fair value of its debt using Level 2 inputs based on indicative bids from investment banks or quoted market prices.

Financial Instruments

Changes in interest rates and foreign exchange rates expose the Company to market risk. The Company uses cash flow hedges as part of its overall strategy to manage its exposure to market risks associated with fluctuations in interest rates and foreign currency exchange rates. As a matter of policy, the Company only enters into transactions that it believes will be highly effective at offsetting the underlying risk, and it does not use derivatives for trading or speculative purposes. The Company estimates the fair value of its derivatives using Level 2 inputs.

Interest Rate Risk

A portion of debt used to finance the Company’s operations is exposed to interest rate fluctuations. The Company uses various hedging strategies and derivative financial instruments to create a desired mix of fixed and floating rate assets and liabilities. Derivative instruments currently used in these hedging strategies include interest rate swaps. The derivatives used to manage the risk associated with the Company’s floating rate debt are derivatives designated as cash flow hedges. See Note 10 - Long-Term Debt and Borrowing Arrangements for the impact of such cash flow hedges.

Foreign Currency Risk

The Company has foreign currency rate exposure to exchange rate fluctuations worldwide, particularly with respect to the Canadian Dollar, Chinese Yuan, Euro, Brazilian Real, British Pound and Argentine Peso. The Company uses foreign currency forward contracts at various times to manage and reduce the foreign currency exchange rate risk associated with its foreign currency denominated receivables and payables, forecasted royalties and forecasted earnings and cash flows of foreign subsidiaries and other transactions. The Company recognized $2 million of gains and $5 million of losses from freestanding foreign currency exchange contracts during the three months ended March 31, 2026 and 2025, respectively. Such gains and losses are included in operating expenses in the Condensed Consolidated Statements of Income.

The Company accounts for certain countries as a highly inflationary economy, with its exposure primarily related to Argentina. The Company incurred immaterial foreign currency exchange gains and losses related to highly inflationary countries during the three months ended March 31, 2026 and 2025, respectively. Such gains and losses are included in operating expenses in the Condensed Consolidated Statements of Income.

Credit Risk and Exposure

The Company is exposed to counterparty credit risk in the event of nonperformance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and often by requiring collateral in instances in which financing is provided. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties.

12. COMMITMENTS AND CONTINGENCIES

Litigation

The Company is involved, at times, in claims, legal and regulatory proceedings and governmental inquiries arising in the ordinary course of its business, including but not limited to: breach of contract, fraud and bad faith claims with franchisees in connection with franchise agreements, as well as negligence, breach of contract, fraud, employment, consumer protection and other statutory claims asserted in connection with alleged acts or occurrences at owned, franchised or managed properties or in relation to guest reservations and bookings. The Company may also at times be involved in claims, legal and regulatory proceedings and governmental inquiries relating to bankruptcy proceedings involving efforts to collect receivables from a debtor in bankruptcy, employment matters, claims of infringement upon third parties’ intellectual property rights, claims relating to information security, privacy and consumer protection, fiduciary duty/trust claims, tax claims, environmental claims and landlord/tenant disputes. Along with many of its competitors, the Company and/or certain of its subsidiaries have been named as defendants in litigation matters filed in state and federal courts, alleging statutory and common law claims related to purported incidents of sex trafficking at certain franchised and managed hotel facilities. Many of these matters are in the pleading or discovery stages at this time. In certain matters, discovery has closed and the parties are engaged in dispositive motion practice or preparing for potential trial. As of March 31, 2026, the Company is aware of approximately 70 pending matters filed naming the Company and/or subsidiaries. Due to the cadence of litigation filings, dismissals and settlements, including litigants attempting to preserve claims by filing within applicable statutory limitations periods, the number of pending matters may fluctuate from time to time. Based upon the status of these matters, the Company has not made a determination as to the likelihood of any probable loss of any one of these matters and is unable to estimate a range of losses at this time.

The Company records an accrual for legal contingencies when it determines, after consultation with outside counsel, that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome, and when it is probable that a liability has been incurred, its ability to make a reasonable estimate of loss. The Company reviews these accruals each reporting period and makes revisions based on changes in facts and circumstances, including changes to its strategy in dealing with these matters.

The Company believes that it has adequately accrued for such matters with reserves of $2 million as of both March 31, 2026 and December 31, 2025. Litigation is inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has 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 the Company with respect to earnings and/or cash flows in any given reporting period. As of March 31, 2026, 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, the Company does not believe that the impact of such litigation will result in a material liability to the Company in relation to its combined financial position or liquidity.

Guarantees

Separation-related guarantees

The Company assumed one-third of certain contingent and other corporate liabilities of former Parent incurred prior to the spin-off, including liabilities of former Parent related to, arising out of or resulting from certain terminated or divested businesses, certain general corporate matters of former Parent and any actions with respect to the separation plan or the distribution made or brought by any third party.

13. STOCK-BASED COMPENSATION

The Company has a stock-based compensation plan available to grant non-qualified stock options, incentive stock options, stock-settled appreciation rights (“SSARs”), RSUs, performance-vesting restricted stock units (“PSUs”) and/or other stock-based awards to key employees and non-employee directors. Under the Amended and Restated Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (“Stock Plan”), a maximum of 10.0 million shares of common stock may be awarded. As of March 31, 2026,3.9 million shares remained available.

During 2026, the Company granted incentive equity awards totaling $29 million to key employees and senior officers in the form of RSUs. The RSUs generally vest ratably over a period offour years based on continuous service. Additionally, the Company also approved incentive equity awards to key employees and senior officers in the form of PSUs with a maximum grant value of $19 million. The PSUs generally cliff vest on the third anniversary of the grant date based on continuous service with the number of shares earned (0% to 200% of the target award) dependent upon the extent to which the Company achieves certain performance metrics.

Incentive Equity Awards Granted by the Company

The activity related to the Company’s incentive equity awards for the three months ended March 31, 2026 consisted of the following:

(a)Represents awards granted by the Company primarily in March 2026.

(b)Represents awards granted by the Company at the maximum achievement level of 200% of target payout. Actual shares that may be issued can range from 0% to 200% of target.

(c)RSUs outstanding as of March 31, 2026 have an aggregate unrecognized compensation expense of $67 million, which is expected to be recognized over a weighted average period of 3.0 years.

(d)PSUs outstanding as of March 31, 2026 have an aggregate maximum potential unrecognized compensation expense of $38 million, which may be recognized over a weighted average period of 2.3 years based on attainment of targets.

There were no stock options granted in 2026 or 2025. The activity related to stock options for the three months ended March 31, 2026 consisted of the following:

Stock-Based Compensation Expense

Stock-based compensation expense was $10 million for the three months ended March 31, 2026 and 2025. During the three months ended March 31, 2026 and 2025, $1 million of stock-based compensation expense was recorded within transaction-related costs on the Condensed Consolidated Statements of Income.

14. SEGMENT INFORMATION

Wyndham Hotels’ primary segment is Hotel Franchising which principally consists of licensing the Company’s lodging brands and providing related services to third-party hotel owners and others. This reportable segment represents the Company’s operating segment for which separate financial information is available and is utilized on a regular basis by its chief operating decision maker to assess performance and allocate resources. The Company’s chief operating decision maker (“CODM”) is the chief executive officer. In identifying its reportable segment, the Company also considers the nature of services provided by its operating segment. The Company’s primary measure of segment profit or loss is net income. The CODM evaluates the operating results of the Company on a consolidated basis based upon net revenues and net income, which is the measure of profit or loss that is most consistent with GAAP measurement principles and is used by the CODM internally to assess operating performance. The CODM also uses adjusted EBITDA to evaluate the operating results of its Hotel Franchising reportable segment.

Provided below is the Company’s segment profitability measure and significant segment expenses.

(a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the Company’s CODM.

(b) Information technology costs primarily include maintenance costs and software as a service cost.

(c) Other segment items include depreciation and amortization, stock-based compensation, restructuring and other-related costs, travel and entertainment, insurance and other operating expenses.

(d) Corporate expenses include interest expense, net, transaction and separation-related expenses, provision for income taxes, compensation costs, and other overhead costs.

15. OTHER EXPENSES AND CHARGES

Transaction-Related

The Company recognized transaction-related expenses of $3 million and $1 million during the three months ended March 31, 2026 and 2025, respectively. The 2026 amount primarily relates to costs associated with the issuance of the 5.625% senior unsecured notes. The 2025 amount primarily related to stock-based compensation costs associated with the failed hostile takeover defense.

Separation-Related

Separation-related costs associated with the Company’s spin-off from former parent were $1 million of income and $1 million of expense during the three months ended March 31, 2026 and 2025, respectively.

Restructuring and Other-Related

During the first quarter of 2026, the Company approved a restructuring plan that will commence in the second quarter of 2026 and will focus on transitioning certain functions to a shared service center. During the first quarter of 2026, the Company incurred $2 million in professional fees related to restructuring activities under the 2026 plan. Such costs were included in the restructuring liability as of March 31, 2026.

During the second quarter of 2025, the Company approved a restructuring plan focused on streamlining its organizational structure, primarily within its marketing, reservation and loyalty functions. As a result, the Company incurred $3 million of restructuring expenses during the three months ended March 31, 2026, primarily in its Hotel Franchising segment and impacting a total of 202 employees.

The following table presents activity for the three months ended March 31, 2026:

(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 $3 million as of March 31, 2026 on the Condensed Consolidated Balance Sheets.

16. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

The components of AOCI are as follows: