Wyndham Hotels & Resorts — Oct 22, 2025 release
Fiscal 2025 third-quarter results · 8-K Item 2.02 · Exhibit 99.1 · 0001722684-25-000052
Showing in the filing
Development advance notes
“Approx. $110”
Period
FY2025
Measure
Company-defined measure
Source
Guidance table
All guidance in this release · 23
Net debt leverage ratio stated target range
“3 to 4 times”
Fee-related and other revenues for FY2025
“$1.43 - $1.45 billion”
Adjusted EBITDA for FY2025
“$715 - $725 million”
Adjusted net income for FY2025
“$347 - $358 million”
Adjusted diluted EPS for FY2025
“$4.48 - $4.62”
Adjusted free cash flow conversion rate for FY2025
“~57%”
Marketing fund expenses in excess of revenues for FY2025
“approximately $5 million”
Marketing fund expenses to exceed revenues for FY2025
“approximately $5 million”
Depreciation and amortization expense (a) for FY2025
“35 – 37”
Development advance notes amortization expense for FY2025
“31 – 33”
Stock-based compensation expense for FY2025
“42 – 44”
Interest expense, net for FY2025
“138 – 140”
Adjusted income before income taxes for FY2025
“463 – 477”
Income tax expense (b) for FY2025
“116 – 119”
Diluted shares (c) for FY2025
“77.5”
Capital expenditures for FY2025
“$40 – 45”
Development advance notes for FY2025
“Approx. $110”
Global RevPAR (d) for FY2025
“(3%) – (2%)”
Global RevPAR (Year-over-Year Growth, consta… for FY2025
“(3%) – (2%)”
Number of rooms (Year-over-Year Growth) for FY2025
“4.0% – 4.6%”
Effective tax rate assumption for FY2025
“approximately 25%”
Global RevPAR growth, reported basis for FY2025
“(4%) - (3%)”
Marketing fund overspend per RevPAR point for FY2025
“roughly $2 million”
Exhibit 99.1 · full document
Exhibit 99.1 WYNDHAM HOTELS & RESORTS REPORTS THIRD QUARTER RESULTS Company Grows System Size and Record Development Pipeline Each by 4% PARSIPPANY, N.J., October 22, 2025 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months ended September 30, 2025. Highlights include: • System-wide rooms grew 4% year-over-year. • Awarded 204 development contracts globally, an increase of 24% year-over-year. • Development pipeline grew 4% year-over-year and 1% sequentially to a record 257,000 rooms. • Ancillary revenues increased 18% compared to third quarter 2024 and 14% on a year-to-date basis. • Diluted earnings per share increased 5% year-over-year to $1.36; adjusted diluted EPS grew 5% to $1.46, or increased 1% on a comparable basis. • Net income increased 3% year-over-year to $105 million; adjusted net income increased 2% to $112 million, or decreased 2% on a comparable basis. • Adjusted EBITDA increased 2% year-over-year to $213 million, or remained flat on a comparable basis. • Returned $101 million to shareholders through $70 million of share repurchases and quarterly cash dividends of $0.41 per share. “Our third quarter results once again demonstrate the resilience of our business model and the consistent execution of our teams around the world,” said Geoff Ballotti, president and chief executive officer. "Amid a challenging macro backdrop, we delivered record year-to-date organic room openings, grew our global pipeline to another all-time high, and achieved double-digit growth in ancillary revenues – all while expanding our portfolio with high-quality, FeePAR-accretive hotels. As we continue to focus development on our strongest brands and markets, advance the industry's leading technology and loyalty platforms and drive meaningful returns to shareholders, we’re positioning Wyndham for sustained growth and value creation well into 2026 and beyond.” Reporting Methodology Beginning in the second quarter of 2025, the Company revised its reporting methodology to exclude the impact of all rooms under the Super 8 China master license agreement from its reported system size, RevPAR and royalty rate, and corresponding growth metrics. The Company's financial results will continue to reflect fees due from the Super 8 master licensee in China, which contributed less than $3 million to the Company's full-year 2024 consolidated adjusted EBITDA. System Size and Development Rooms September 30, 2025 September 30, 2024 YOY Change (bps) United States 503,400 500,600 60 International 352,000 322,600 910 Global 855,400 823,200 390 The Company's global system grew 4% including 2% growth in the higher RevPAR midscale and above segments in the U.S. and 7% growth in the higher RevPAR EMEA and Latin America regions. On September 30, 2025, the Company's pipeline consisted of approximately 2,180 hotels and 257,000 rooms, representing another record-high level and a 4% year-over-year increase. Key highlights include: • Awarded 204 new contracts, an increase of 24% year-over-year. • 4% pipeline growth in the U.S. and 4% growth internationally • Approximately 70% of the pipeline is in the midscale and above segments, which grew 4% year-over-year • Approximately 17% of the pipeline is in the extended stay segment • Approximately 58% of the pipeline is international • Approximately 75% of the pipeline is new construction and approximately 36% of these projects have broken ground; rooms under construction grew 3% year-over-year RevPAR Third Quarter 2025 YOY Constant Currency % Change United States $ 55.07 (5 %) International 43.11 (2) Global 50.05 (5) Third quarter global RevPAR decreased 5% in constant currency compared to 2024, reflecting declines of 5% in the U.S. and 2% internationally. 2 In the U.S., RevPAR performance reflected a 300 basis-point reduction in occupancy and a 200 basis-point decline in ADR. Softer results in Texas, Florida and California were partially offset by continued strength across the Midwest. Internationally, the decrease was primarily driven by Asia Pacific, including China where RevPAR declined 10%, and Latin America, where RevPAR declined 5%. This was partially offset by 4% growth in the EMEA region and 8% growth in Canada, both primarily reflecting pricing power. Third Quarter Operating Results The comparability of the Company’s third quarter results is impacted by marketing fund variability. The Company’s reported results and comparable-basis results (adjusted to neutralize these impacts) are presented below to enhance transparency and provide a better understanding of the results of the Company’s ongoing operations. Fee-related and other revenues Net Income (a) Adjusted EBITDA Reported diluted EPS (a) Adjusted diluted EPS (a) 2024 reported $ 394 $ 102 $ 208 $ 1.29 $ 1.39 2025 reported 382 105 213 1.36 1.46 Change (12) 3 5 0.07 0.07 Less: Marketing fund variability n/a 4 6 0.06 0.06 Comparable growth $ (12) $ (1) $ (1) $ 0.01 $ 0.01 Comparable growth rate (3%) (1%) —% 1% 1% NOTE: Growth rates may not recalculate due to rounding; see Table 7 for a reconciliation of non-GAAP metrics and Table 9 for definitions. (a) Includes estimated tax impact of marketing fund variability. • Fee-related and other revenues were $382 million compared to $394 million in third quarter 2024, reflecting a 5% decline in RevPAR and lower other franchise fees, partially offset by an 18% increase in ancillary revenue, royalty rate expansion both domestically and internationally and global net room growth of 4%. • The Company generated net income of $105 million compared to $102 million in third quarter 2024, primarily due to higher adjusted EBITDA, partially offset by higher interest expense. Adjusted net income was $112 million compared to $110 million in third quarter 2024. • Adjusted EBITDA grew 2% to $213 million compared to $208 million in third quarter 2024. This increase included a $6 million favorable impact from marketing fund variability, excluding which adjusted EBITDA remained flat on a comparable basis as lower royalties and franchise fees, along with elevated costs associated with insurance, litigation defense and employee benefits – all of which are reflective of the broader operating environment – were more than offset by cost containment measures, including both operational efficiencies and one-time variable reductions. 3 • Diluted earnings per share increased 5% to $1.36 compared to $1.29 in third quarter 2024. This increase primarily reflects the benefit of a lower share count due to share repurchase activity. • Adjusted diluted EPS grew 5% to $1.46 compared to $1.39 in third quarter 2024. This increase included a favorable impact of $0.06 per share related to marketing fund variability (after estimated taxes). On a comparable basis, adjusted diluted EPS increased 1% year-over-year primarily reflecting the benefit of share repurchase activity, partially offset by higher interest expense. • During third quarter 2025, the Company’s marketing fund revenues exceeded expenses by $18 million; while in third quarter 2024, the Company’s marketing fund revenues exceeded expenses by $12 million, resulting in $6 million of marketing fund variability. Full reconciliations of GAAP results to the Company's non-GAAP adjusted measures for all reported periods appear in the tables to this press release. Balance Sheet and Liquidity The Company generated $86 million of net cash provided by operating activities and $97 million of free cash flow in third quarter 2025. The Company ended the quarter with a cash balance of $70 million and approximately $540 million in total liquidity. The Company’s net debt leverage ratio was 3.5 times at September 30, 2025, the midpoint of the Company’s 3 to 4 times stated target range and in line with expectations. In October 2025, the Company refinanced its $750 million revolving credit facility, extending the maturity from April 2027 to October 2030, increasing capacity by $250 million to $1 billion, and reducing borrowing costs by 35 basis points. All other terms remain similar to the previous facility. Share Repurchases and Dividends During the third quarter, the Company repurchased approximately 830,000 shares of its common stock for $70 million. Year-to-date through September 30, the Company repurchased approximately 2.5 million shares of its common stock for $223 million. The Company paid common stock dividends of $31 million, or $0.41 per share, during the third quarter 2025. 4 Full-Year 2025 Outlook The Company is updating its full-year outlook as follows: Updated Outlook Prior Outlook Year-over-year rooms growth 4.0% - 4.6% 4.0% - 4.6% Year-over-year global RevPAR growth (a) (3%) - (2%) (2%) - 1% Fee-related and other revenues $1.43 - $1.45 billion $1.45 - $1.49 billion Adjusted EBITDA $715 - $725 million $730 - $745 million Adjusted net income $347 - $358 million $358 - $372 million Adjusted diluted EPS $4.48 - $4.62 $4.60 - $4.78 Adjusted free cash flow conversion rate ~57% ~57% (a) Represents constant currency basis; on a reported basis, which includes foreign currency impacts, would be (4%) - (3%). The Company expects marketing fund expenses to exceed revenues by approximately $5 million during full-year 2025, an intentional investment the Company expects to recover in future periods. More detailed projections are available in Table 8 of this press release. The Company is providing certain financial metrics only on a non-GAAP basis because, without unreasonable efforts, it is unable to predict with reasonable certainty the occurrence or amount of all of the adjustments or other potential adjustments that may arise in the future during the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to the reported results. Conference Call Information Wyndham Hotels will hold a conference call with investors to discuss the Company’s results and outlook on Thursday, October 23, 2025 at 8:30 a.m. ET. Listeners can access the webcast live through the Company’s website at https://investor.wyndhamhotels.com. The conference call may also be accessed by dialing 800 343-4136 and providing the passcode “Wyndham”. Listeners are urged to call at least five minutes prior to the scheduled start time. An archive of this webcast will be available on the website beginning at noon ET on October 23, 2025. A telephone replay will be available for approximately ten days beginning at noon ET on October 23, 2025 at 800 939-8292. Presentation of Financial Information Financial information discussed in this press release includes non-GAAP measures, which include or exclude certain items. These non-GAAP measures differ from reported GAAP results and are intended to illustrate what management believes are relevant period-over-period comparisons and are helpful to investors as an additional tool for further understanding and assessing the Company’s ongoing operating performance. The Company uses these measures internally to assess its 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. Exclusion of items in the Company’s non-GAAP presentation should not be considered an inference that these items are unusual, infrequent or non-recurring. Full reconciliations of 5 GAAP results to the comparable non-GAAP measures for the reported periods appear in the financial tables section of this press release. About Wyndham Hotels & Resorts Wyndham Hotels & Resorts (NYSE: WH) is the world’s largest hotel franchising company by the number of franchised properties, with approximately 8,300 hotels across approximately 100 countries on six continents. Through its network of over 855,000 rooms appealing to the everyday traveler, Wyndham commands a leading presence in the economy and midscale segments of the lodging industry. The Company operates a portfolio of 25 hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La Quinta®, Baymont®, Wingate®, AmericInn®, ECHO Suites®, Registry Collection Hotels®, Trademark Collection® and Wyndham®. The Company’s award-winning Wyndham Rewards loyalty program offers approximately 121 million enrolled members the opportunity to redeem points at thousands of hotels, vacation club resorts and vacation rentals globally. For more information, visit https://investor.wyndhamhotels.com. The Company may use its website and social media channels as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Disclosures of this nature will be included on the Company's website in the Investors section, which can currently be accessed at https://investor.wyndhamhotels.com or on the Company's social media channels, including the Company's LinkedIn account which can currently be accessed at https://www.linkedin.com/company/wyndhamhotels. Accordingly, investors should monitor this section of the Company's website and the Company's social media channels in addition to following the Company's press releases, filings submitted with the Securities and Exchange Commission and any public conference calls or webcasts. Forward-Looking Statements This press release contains "forward-looking statements" within the meaning of the federal securities laws, including statements related to Wyndham's current views and expectations with respect to its future performance and operations, including revenues, earnings, cash flow and other financial and operating measures, share repurchases and dividends and restructuring charges. Forward-looking statements are any statements other than statements of historical fact, including those that convey management's expectations as to the future based on plans, estimates and projections at the time Wyndham makes the statements and may be identified by words such as "will," "expect," "believe," "plan," "anticipate," "predict," "intend," "goal," "future," "forward," "remain," "confident," "outlook," "guidance," "target," "objective," "estimate," "projection" and similar words or expressions, including the negative version of such words and expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Wyndham to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, general economic conditions, including inflation, higher interest rates and potential recessionar y pressures, which may impact decisions by consumers and businesses to use travel accommodations; global trade disputes, including with China; the performance of the financial and credit markets; the economic environment for the hospitality industry; operating risks associated with the hotel franchising business; Wyndham's relationships with franchisees; the ability of franchisees to pay back loans 6 owed to Wyndham; the impact of war, terrorist activity, political instability or political strife, including the ongoing conflicts between Russia and Ukraine and conflicts in the Middle East, respectively; global or regional health crises or pandemics including the resulting impact on Wyndham's business, operations, financial results, cash flows and liquidity, as well as the impact on its franchisees, guests and team members, the ho spitality industry and overall demand for and restrictions on travel; Wyndham's ability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of principal and interest and compliance with the covenants thereunder; risks related to Wyndham's ability to obtain financing and the terms of such financing, including access to liquidity and capital; and Wyndham's ability to make or pay, plans for and the timing and amount of any future share repurchases and/or dividends, as well as the risks described in Wyndham's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent reports filed with the Securities and Exchange Commission. These risks and uncertainties are not the only ones Wyndham may face and additional risks may arise or become material in the future. Wyndham undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law. # # # Contacts Investors: Matt Capuzzi Senior Vice President, Investor Relations 973 753-6453 ir@wyndham.com Media: Maire Griffin Senior Vice President, Global Communications 973 753-6590 WyndhamHotelsNews@wyndham.com 7 Table 1 WYNDHAM HOTELS & RESORTS INCOME STATEMENT (In millions, except per share data) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net revenues Royalties and franchise fees $ 147 $ 159 $ 420 $ 419 Marketing, reservation and loyalty 149 161 431 429 Management and other fees 2 3 7 7 License and other fees 35 32 95 89 Other 49 39 142 119 Fee-related and other revenues 382 394 1,095 1,063 Cost reimbursements — 2 — 4 Net revenues 382 396 1,095 1,067 Expenses Marketing, reservation and loyalty 131 149 432 435 Operating 29 23 73 59 General and administrative 26 30 87 91 Cost reimbursements — 2 — 4 Depreciation and amortization 15 17 46 54 Restructuring 2 2 16 11 Transaction-related 1 1 2 46 Impairment — — — 12 Separation-related — 1 1 (11) Total expenses 204 225 657 701 Operating income 178 171 438 366 Interest expense, net 36 34 103 93 Early extinguishment of debt — — — 3 Income before income taxes 142 137 335 270 Provision for income taxes 37 35 82 66 Net income $ 105 $ 102 $ 253 $ 204 Earnings per share Basic $ 1.37 $ 1.30 $ 3.28 $ 2.55 Diluted 1.36 1.29 3.26 2.54 Weighted average shares outstanding Basic 76.4 78.8 77.1 80.1 Diluted 76.9 79.2 77.6 80.5 Table 2 WYNDHAM HOTELS & RESORTS HISTORICAL REVENUE AND ADJUSTED EBITDA BY SEGMENT First Quarter Second Quarter Third Quarter Fourth Quarter Full Year Hotel Franchising Net revenues 2025 $ 316 $ 397 $ 382 n/a n/a 2024 305 367 $ 396 $ 341 $ 1,408 Adjusted EBITDA 2025 $ 161 $ 214 $ 228 n/a n/a 2024 158 195 $ 224 $ 189 $ 767 Corporate Net revenues 2025 $ — $ — $ — n/a n/a 2024 — — $ — $ — $ — Adjusted EBITDA 2025 $ (16) $ (19) $ (15) n/a n/a 2024 (17) (17) $ (16) $ (21) $ (73) Total Company Net revenues 2025 $ 316 $ 397 $ 382 n/a n/a 2024 305 367 $ 396 $ 341 $ 1,408 Net income 2025 $ 61 $ 87 $ 105 n/a n/a 2024 16 86 $ 102 $ 85 $ 289 Adjusted EBITDA 2025 $ 145 $ 195 $ 213 n/a n/a 2024 141 178 $ 208 $ 168 $ 694 NOTE: Amounts may not add across due to rounding. See Table 7 for reconciliations of Total Company non-GAAP measures and Table 9 for definitions. Table 3 WYNDHAM HOTELS & RESORTS CONDENSED CASH FLOWS (In millions) (Unaudited) Nine Months Ended September 30, 2025 2024 Operating activities Net income $ 253 $ 204 Depreciation and amortization 46 54 Payments related to hostile takeover defense — (47) Payments of development advance notes, net (73) (88) Working capital and other, net (11) 33 Net cash provided by operating activities 215 156 Investing activities Property and equipment additions (30) (24) Loan advances, net (56) (16) Net cash used in investing activities (86) (40) Financing activities Proceeds from long-term debt 350 1,802 Payments of long-term debt (189) (1,516) Dividends to shareholders (96) (92) Repurchases of common stock (223) (283) Other, net (14) (11) Net cash used in financing activities (172) (100) Effect of changes in exchange rates on cash, cash equivalents and restricted cash — — Net (decrease)/increase in cash, cash equivalents and restricted cash (43) 16 Cash, cash equivalents and restricted cash, beginning of period 113 66 Cash, cash equivalents and restricted cash, end of period $ 70 $ 82 Free Cash Flow: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net cash provided by operating activities $ 86 $ 79 $ 215 $ 156 Less: Property and equipment additions (11) (8) (30) (24) Plus: Payments of development advance notes, net 22 24 73 88 Free cash flow 97 95 258 220 Plus: Adjusting items (a) — (1) 7 45 Adjusted free cash flow $ 97 $ 94 $ 265 $ 265 (a) 2024 includes payments related to the Company's defense of an unsuccessful hostile takeover attempt; 2025 and 2024 include separation-related net tax payments. Table 4 WYNDHAM HOTELS & RESORTS BALANCE SHEET SUMMARY AND DEBT (In millions) (Unaudited) As of September 30, 2025 As of December 31, 2024 Assets Cash and cash equivalents $ 70 $ 103 Trade receivables, net 326 271 Property and equipment, net 99 94 Goodwill and intangible assets, net 3,059 3,073 Other current and non-current assets 792 682 Total assets $ 4,346 $ 4,223 Liabilities and stockholders' equity Total debt $ 2,627 $ 2,463 Other current liabilities 394 423 Deferred income tax liabilities 322 332 Other non-current liabilities 420 355 Total liabilities 3,763 3,573 Total stockholders' equity 583 650 Total liabilities and stockholders' equity $ 4,346 $ 4,223 Our outstanding debt was as follows: Weighted Average Interest Rate (b) As of September 30, 2025 As of December 31, 2024 $750 million revolving credit facility (due April 2027) (a) 6.2% $ 281 $ 88 $400 million term loan A (due April 2027) 6.2% 345 364 $1.5 billion term loan B (due May 2030) 5.4% 1,504 1,515 $500 million 4.375% senior unsecured notes (due August 2028) 4.4% 497 496 Total debt 5.4% 2,627 2,463 Cash and cash equivalents 70 103 Net debt $ 2,557 $ 2,360 Net debt leverage ratio 3.5x 3.4x (a) In October 2025, the Company refinanced its revolving credit facility, increasing capacity to $1 billion, reducing borrowing costs by 35 basis points and extending maturity to October 2030. (b) Represents weighted average interest rates for the third quarter 2025, including the effects of hedging. Our outstanding debt as of September 30, 2025 matures as follows: Amount Within 1 year $ 45 Between 1 and 2 years 611 Between 2 and 3 years 513 Between 3 and 4 years 15 Between 4 and 5 years 1,443 Thereafter — Total $ 2,627 Table 5 WYNDHAM HOTELS & RESORTS REVENUE DRIVERS Nine Months Ended September 30, 2025 2024 Change % Change Beginning Room Count (January 1) United States 501,800 497,600 4,200 1% International 333,900 306,100 27,800 9 Global 835,700 803,700 32,000 4 Additions United States 20,500 21,300 (800) (4) International 28,000 23,100 4,900 21 Global 48,500 44,400 4,100 9 Deletions United States (18,900) (18,300) (600) (3) International (9,900) (6,600) (3,300) (50) Global (28,800) (24,900) (3,900) (16) Ending Room Count (September 30) United States 503,400 500,600 2,800 1 International 352,000 322,600 29,400 9 Global 855,400 823,200 32,200 4% As of September 30, FY 2024 Royalty Contribution 2025 2024 Change % Change System Size United States Economy 223,200 226,800 (3,600) (2%) Midscale and Above 280,200 273,800 6,400 2 Total United States 503,400 500,600 2,800 1% 78% International Greater China 127,600 111,700 15,900 14% 4 Rest of Asia Pacific 42,100 37,400 4,700 13 2 Europe, the Middle East and Africa 97,600 90,500 7,100 8 8 Canada 39,500 39,600 (100) — 5 Latin America 45,200 43,400 1,800 4 3 Total International 352,000 322,600 29,400 9% 22 Global 855,400 823,200 32,200 4% 100% NOTE: Global, International and Greater China rooms exclude all rooms associated with the Company's Super 8 master licensee in China in both periods. Historical metrics for comparability are included in Table 6. Table 5 (continued) WYNDHAM HOTELS & RESORTS REVENUE DRIVERS Three Months Ended September 30, 2025 Constant Currency % Change (b) Regional RevPAR Growth United States Economy $ 46.26 (5%) Midscale and Upper Midscale 62.27 (3) Upscale and Above 77.82 (23) Total United States $ 55.07 (5%) International Greater China (a) $ 18.42 (10%) Rest of Asia Pacific 31.78 (5) Europe, the Middle East and Africa 64.91 4 Canada 80.29 8 Latin America 47.48 (5) Total International (a) $ 43.11 (2%) Global (a) $ 50.05 (5%) Three Months Ended September 30, 2025 2024 % Change (c) Average Royalty Rate United States 4.8% 4.7% 9 bps International (a) 2.6% 2.6% 2 bps Global (a) 4.0% 4.0% 2 bps Nine Months Ended September 30, 2025 Constant Currency % Change (b) Regional RevPAR Growth United States Economy $ 40.94 (3%) Midscale and Upper Midscale 56.99 (2) Upscale and Above 85.16 (14) Total United States $ 50.28 (3%) International Greater China (a) $ 16.89 (9%) Rest of Asia Pacific 30.82 (3) Europe, the Middle East and Africa 56.67 6 Canada 60.27 6 Latin America 52.56 13 Total International (a) $ 38.54 —% Global (a) $ 45.40 (2%) Nine Months Ended September 30, 2025 2024 % Change (c) Average Royalty Rate United States 4.8% 4.7% 11 bps International (a) 2.6% 2.5% 8 bps Global (a) 4.0% 4.0% 5 bps (a) Excludes the impact from all rooms associated with the Company's Super 8 master licensee in China in both periods. (b) International and global exclude the impact of currency exchange movements. (c) Amounts may not recalculate due to rounding. Table 6 WYNDHAM HOTELS & RESORTS HISTORICAL REVPAR, ROYALTY RATE AND ROOMS NEW REPORTING BASIS First Quarter Second Quarter Third Quarter Fourth Quarter Full Year Total System Global RevPAR 2025 $ 38.44 $ 47.55 $ 50.05 n/a n/a 2024 $ 38.48 $ 49.08 $ 52.59 $ 42.58 $ 45.69 U.S. RevPAR 2025 $ 42.37 $ 53.32 $ 55.07 n/a n/a 2024 $ 41.68 $ 55.44 $ 57.98 $ 46.41 $ 50.37 International RevPAR 2025 $ 32.81 $ 39.45 $ 43.11 n/a n/a 2024 $ 33.53 $ 39.40 $ 44.52 $ 36.92 $ 38.63 Global Royalty Rate 2025 4.0% 4.0% 4.0% n/a n/a 2024 3.9% 4.0% 4.0% 4.1% 4.0% U.S. Royalty Rate 2025 4.8% 4.7% 4.8% n/a n/a 2024 4.6% 4.7% 4.7% 4.8% 4.7% International Royalty Rate 2025 2.6% 2.6% 2.6% n/a n/a 2024 2.5% 2.5% 2.6% 2.7% 2.6% Global Rooms 2025 839,900 846,700 855,400 n/a n/a 2024 808,000 816,300 823,200 835,700 835,700 U.S. Rooms 2025 502,600 503,300 503,400 n/a n/a 2024 499,100 499,400 500,600 501,800 501,800 International Rooms 2025 337,300 343,400 352,000 n/a n/a 2024 308,900 316,900 322,600 333,900 333,900 NOTE: Data ex cludes the impact from all rooms associated with the Company's Super 8 master licensee in China in all periods. AS PREVIOUSLY REPORTED First Quarter Second Quarter Third Quarter Fourth Quarter Full Year Total System Global RevPAR 2025 $ 36.13 n/a n/a n/a n/a 2024 $ 36.28 $ 45.99 $ 49.33 $ 40.01 $ 42.91 International RevPAR 2025 $ 28.73 n/a n/a n/a n/a 2024 $ 29.38 $ 34.11 $ 38.60 $ 32.17 $ 33.59 Global Royalty Rate 2025 4.0% n/a n/a n/a n/a 2024 3.8% 4.0% 4.0% 4.0% 3.9% International Royalty Rate 2025 2.6% n/a n/a n/a n/a 2024 2.4% 2.4% 2.5% 2.6% 2.5% Global Rooms 2025 907,200 n/a n/a n/a n/a 2024 876,300 884,900 892,600 903,000 903,000 International Rooms 2025 404,600 n/a n/a n/a n/a 2024 377,200 385,500 392,000 401,200 401,200 NOTE: Data in cludes the impact from all rooms associated with the Company’s Super 8 master licensee in China in all periods. Table 7 WYNDHAM HOTELS & RESORTS NON-GAAP RECONCILIATIONS (In millions) The tables below reconcile certain non-GAAP financial measures. The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the income statement in order to assist investors’ understanding of the overall impact of such adjustments. We believe that adjusted EBITDA, adjusted net income and adjusted diluted EPS financial measures provide useful information to investors about us and our financial condition and results of operations because these measures are used by our management team to evaluate our operating performance and make day-to-day operating decisions and adjusted EBITDA is frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry. These measures also assist our investors in evaluating our ongoing operating performance for the current reporting period and, where provided, over different reporting periods, by adjusting for certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance. We also internally use these measures to assess our operating performance, both absolutely and in comparison to other companies, and in evaluating or making selected compensation decisions. These supplemental disclosures are in addition to GAAP reported measures. These non-GAAP reconciliation tables should not be considered in isolation or as a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP and may not be comparable to similarly-titled measures used by other companies. Reconciliation of Net Income to Adjusted EBITDA: First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 2025 Net income $ 61 $ 87 $ 105 Provision for income taxes 18 29 37 Depreciation and amortization 15 15 15 Interest expense, net 33 34 36 Stock-based compensation 9 8 8 Development advance notes amortization 7 8 8 Restructuring costs (a) — 13 2 Transaction-related (b) 1 1 1 Separation-related (c) 1 — — Foreign currency impact of highly inflationary countries (f) — — 1 Adjusted EBITDA $ 145 $ 195 $ 213 2024 Net income $ 16 $ 86 $ 102 $ 85 $ 289 Provision for income taxes 6 26 35 13 79 Depreciation and amortization 20 17 17 17 71 Interest expense, net 28 30 34 32 124 Early extinguishment of debt (d) — 3 — — 3 Stock-based compensation 10 10 10 11 41 Development advance notes amortization 5 6 6 6 24 Transaction-related (b) 41 5 1 — 47 Restructuring costs (a) 3 7 2 4 15 Impairment (e) 12 — — — 12 Separation-related (c) — (12) 1 — (11) Adjusted EBITDA $ 141 $ 178 $ 208 $ 168 $ 694 NOTE: Amounts may not add due to rounding. (a) 2025 amounts consist primarily of employee-related costs and real estate costs related to a call center closure in connection with a restructuring plan; 2024 amounts consist primarily of employee-related costs in connection with a restructuring plan. (b) Represents costs related to corporate transactions, including the Company's defense of an unsuccessful hostile takeover attempt. 2024 also includes costs related to the Company's repricing and upsizing of its term loan B. (c) Represents costs (income) associated with the Company's spin-off from Wyndham Worldwide. (d) Amounts relate to non-cash charges associated with the Company's refinancing of its term loan B. (e) Primarily represents an impairment of development advance notes as a result of the Company’s evaluation of the recoverability of their carrying value. (f) Relates to the foreign currency impact from hyper-inflation, primarily in Argentina, which is reflected in operating expenses on the income statement. Table 7 (continued) WYNDHAM HOTELS & RESORTS NON-GAAP RECONCILIATIONS (In millions, except per share data) Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Diluted earnings per share $ 1.36 $ 1.29 $ 3.26 $ 2.54 Net income $ 105 $ 102 $ 253 $ 204 Adjustments: Acquisition-related amortization expense (a) 6 6 20 20 Restructuring costs 2 2 16 11 Transaction-related 1 1 2 46 Foreign currency impact of highly inflationary countries 1 — — 1 Impairment — — — 12 Separation-related — 1 1 (11) Early extinguishment of debt — — — 3 Total adjustments before tax 10 10 39 82 Income tax provision (b) 3 2 9 21 Total adjustments after tax 7 8 30 61 Adjusted net income $ 112 $ 110 $ 283 $ 265 Adjustments - EPS impact 0.10 0.10 0.38 0.75 Adjusted diluted EPS $ 1.46 $ 1.39 $ 3.64 $ 3.29 Diluted weighted average shares outstanding 76.9 79.2 77.6 80.5 (a) Reflected in depreciation and amortization on the income statement. (b) Reflects the estimated tax effects of the adjustments. Table 8 WYNDHAM HOTELS & RESORTS 2025 OUTLOOK As o f October 22, 2025 (In millions, except per share data) The Company is updating its full year outlook as follows: 2025 Outlook Fee-related and other revenues $ 1,425 – 1,445 Adjusted EBITDA 715 – 725 Depreciation and amortization expense (a) 35 – 37 Development advance notes amortization expense 31 – 33 Stock-based compensation expense 42 – 44 Interest expense, net 138 – 140 Adjusted income before income taxes 463 – 477 Income tax expense (b) 116 – 119 Adjusted net income $ 347 – 358 Adjusted diluted EPS $ 4.48 – 4.62 Diluted shares (c) 77.5 Capital expenditures $40 – 45 Development advance notes Approx. $110 Adjusted free cash flow conversion rate ~57% Year-over-Year Growth Global RevPAR (d) (3%) – (2%) Number of rooms 4.0% – 4.6% (a) Excludes amortization of acquisition-related intangible assets of approximately $27 million. (b) Outlook assumes an effective tax rate of approximately 25%. (c) Excludes the impact of any share repurchases after September 30, 2025. (d) Represents constant currency basis; on a reported basis, which includes foreign currency impacts, would be (4%) - (3%). To assist with modeling, each 1% change in RevPAR equates to an approximate $10 million impact to fee-related and other revenues and $4 million to adjusted EBITDA. The impact of changes in RevPAR on the Company’s marketing funds does not typically affect adjusted EBITDA as those impacts are generally offset with related cost reductions. However, when RevPAR softens sharply later in the year, that relationship becomes more difficult – and oftentimes imprudent – to maintain. Given the pace and timing of RevPAR deterioration in 2025, the Company now expects the marketing funds to overspend by approximately $5 million, or roughly $2 million per point, assuming a global RevPAR decline of 2-3%. The Company intends to recover this investment in future periods. In determining adjusted EBITDA, interest expense, net, adjusted income before income taxes, adjusted net income, adjusted diluted EPS and adjusted free cash flow conversion rate, we exclude certain items which are otherwise included in determining the comparable GAAP financial measures. We are providing these measures on a non-GAAP basis only because, without unreasonable efforts, we are unable to predict with reasonable certainty the occurrence or amount of all the adjustments or other potential adjustments that may arise in the future during the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to the reported results. Table 9 WYNDHAM HOTELS & RESORTS DEFINITIONS Adjusted Net Income and Adjusted Diluted EPS: Represents net income and diluted earnings per share excluding acquisition-related amortization, impairment charges, significant accelerated depreciation, 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 and special tax items. The Company calculates the income tax effect of the adjustments using an estimated effective tax rate applicable to each adjustment. Adjusted EBITDA: Represents net income 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 a financial measure that is not recognized 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. In addition, the Company's definition of adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted Free Cash Flow: Represents free cash flow excluding payments related to the Company's defense of an unsuccessful hostile takeover attempt and separation-related items. Ancillary Revenues: Represents the summation of the license and other fees line item and other revenues line item per the income statement. Average Daily Rate (ADR): Represents the average rate charged for renting a Room for one day. Average Occupancy Rate: Represents the percentage of available Rooms occupied during the period. Comparable Basis : Represents a comparison eliminating Marketing Fund Variability. Constant Currency : Represents a comparison eliminating the effects of foreign exchange rate fluctuations between periods (foreign currency translation) and the impact caused by any foreign exchange related activities (i.e., hedges, balance sheet remeasurements and/or adjustments). FeePAR: Represents annual royalties per franchised Room and is calculated by dividing total annual royalty revenue of the Company's franchised hotels by the number of franchised Rooms in its system size. Free Cash Flow: Reflects net cash provided by operating activities excluding development advances, less capital expenditures. The Company believes free cash flow to be a useful operating performance measure to it and investors. This measure helps the Company and investors evaluate its ability to generate cash beyond what is needed to fund capital expenditures, debt service and other obligations. Notwithstanding cash on hand and incremental borrowing capacity, free cash flow reflects the Company’s ability to grow its business through investments and acquisitions, as well as its ability to return cash to shareholders through dividends and share repurchases or even to delever. Free cash flow is not a representation of how the Company will use excess cash. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities as a means for evaluating Wyndham Hotels is that free cash flow does not represent the total cash movement for the period as detailed in the condensed consolidated statement of cash flows. Adjusted Free Cash Flow Conversion Rate: Represents the percentage of adjusted EBITDA that is converted to adjusted free cash flow and provides insights into how efficiently the Company is able to turn profits into cash available for use, such as for investments (including development advance notes), debt reduction, dividends or share repurchases. Marketing Fund Variability: Relates to the quarterly timing variances from the Company's marketing funds. The Company's franchise agreements require the payment of marketing and reservation fees, and in accordance with these franchise agreements, the Company is generally contractually obligated to expend such fees for the benefit of each of its brands over time. Marketing and reservation fees earned are generally highest during the summer season when the franchised hotels have the highest occupancy and daily rates, while marketing and reservation expenses are generally highest during the first half of the year in an effort to drive higher occupancy in the summer months. Accordingly, the seasonality of the marketing and reservation revenues and expenses results in adjusted EBITDA variability during the quarters throughout the year but are designed such that on a full-year basis, the Company’s marketing funds break even. Net Debt Leverage Ratio: Calculated by dividing total debt less cash and cash equivalents by trailing twelve months adjusted EBITDA. RevPAR: Represents revenue per available franchised or managed Room and is calculated by multiplying average occupancy rate by ADR. Rooms: Represents 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 the Company's Super 8 master licensee in China, and (ii) properties under affiliation agreements for which the Company receives a fee for reservation and/or other services provided. Royalty Rate: Represents the average royalty rate earned on the Company's franchised Rooms and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues.
the item shown at left
other guidance in this release
Text is the filed exhibit, verbatim.