UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2725, 2026

Wyndham Hotels & Resorts, Inc.

(Exact name of registrant as specified in charter)

Delaware	001-38432	82-3356232
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

22 Sylvan Way
Parsippany, New Jersey		07054
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (973) 753-6000

None (Former name or former address, if changed since last report.)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	WH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Overview~~On March 3, 2026, Wyndham Hotels & Resorts, Inc. (the “Company”) announced the appointment of Amit Sripathi, age 41, as Chief Financial Officer, effective as of March 3, 2026 (the “Effective Date”). As of the Effective Date, Kurt Albert will cease to serve as the Company’s Interim Chief Financial Officer.

OnPrior ~~February~~to ~~27,~~his ~~2026,~~appointment ~~Wyndham~~as ~~Hotels~~Chief &Financial ~~Resorts~~Officer, ~~Inc~~Mr. ~~(the~~Sripathi ~~“Company”),~~served as the ~~guarantors party thereto and U.S. Bank Trust~~ Company,’s ~~National~~Chief ~~Association,~~Development asOfficer ~~trustee~~– ~~(the “Trustee”),~~North ~~entered~~America ~~into~~since ~~the~~May ~~Seventh~~2024. ~~Supplemental~~From ~~Indenture~~September ~~(the “Seventh Supplemental Indenture”)~~ 2021 to ~~the~~May ~~Indenture~~2024, ~~dated~~Mr. ~~April~~Sripathi ~~13,~~served ~~2018~~as (the ~~“Base~~Company’s ~~Indenture”~~Senior ~~and,~~Vice ~~together~~President ~~with~~of ~~the~~Strategic ~~Seventh~~Development. ~~Supplemental~~Prior ~~Indenture,~~to ~~the “Indenture”)~~that, inMr. ~~connection with~~Sripathi ~~the~~served ~~issuance~~as ~~and~~Vice ~~sale~~President of– ~~$650,000,000~~Financial ~~aggregate~~and ~~principal~~Capital ~~amount~~Markets offor ~~5.625%~~RLJ ~~senior~~Lodging ~~notes~~Trust ~~due~~from ~~2033~~January ~~(the~~2018 ~~“Notes”)~~ to ~~J.P.~~September ~~Morgan Securities LLC and certain other initial purchasers (collectively, the “Initial Purchasers”) (the “Offering”)~~2021. ~~The~~From ~~Offering~~ 2009 ~~was~~to ~~completed on February 27~~2017, ~~2026~~Mr. ~~The~~Sripathi ~~Company~~served ~~used~~in ~~the~~roles ~~net~~of ~~proceeds~~increasing ~~from~~responsibility ~~the~~in ~~sale of~~ the ~~Notes~~Global toInvestment ~~repay~~Banking ~~all~~business of ~~the~~Deutsche ~~outstanding borrowings under its term loan A and under its revolving credit facility, to pay related fees and expenses and for general corporate purposes~~Bank.

~~Interest~~In connection with Mr. Sripathi’s appointment, the Company and Mr. Sripathi entered into an employment letter effective as of March 3, 2026. Mr. Sripathi’s employment letter provides for a base salary of $650,000; ~~Ranking~~an annual incentive award with a target amount equal to 100% of his base salary (subject to certain terms and conditions, including the terms and conditions of the Company’s annual incentive plan and the Company’s attainment of performance goals, criteria or targets established by the Company’s Compensation Committee (the “Committee”)); ~~Guarantees~~grants of long-term incentive awards on terms as determined by the Committee and subject to the Company’s Amended and Restated 2018 Equity and Incentive Plan (and any amended or successor plan thereto) and the applicable award agreement; employee benefits generally offered to eligible full-time employees; and perquisites generally offered to similarly situated senior executive officers. The employment letter also entitles Mr. Sripathi to relocation services to assist in relocating his primary residence closer to the Company’s headquarters.

~~The~~Mr. ~~Notes~~Sripathi’s ~~bear~~employment ~~interest~~letter atprovides that if his employment is terminated by the Company without “cause” (a ~~rate~~“qualifying oftermination”), ~~5.625%~~he ~~per~~will ~~year~~be ~~payable~~entitled ~~semi~~to a lump-~~annually~~sum inpayment ~~arrears~~equal onto ~~March~~200% 1of ~~and~~the ~~September~~sum 1 of ~~each~~(i) ~~year,~~his ~~commencing~~then-current ~~September~~base 1salary, ~~2026.~~plus ~~The~~(ii) ~~Notes and~~an amount equal to the ~~related~~highest ~~guarantees~~annual ~~are~~incentive ~~senior~~compensation ~~unsecured~~award ~~obligations~~paid ~~and~~to ~~are~~Mr. ~~equal~~Sripathi with respect to the three fiscal years immediately preceding the fiscal year in ~~right~~which ofhis ~~payment~~employment ~~with~~is terminated (but in no event will the ~~Company~~amount in clause (ii) exceed Mr. Sripathi’s ~~existing~~then-target annual compensation incentive award, and ~~future~~if ~~senior~~Mr. ~~indebtedness~~Sripathi ~~from~~is ~~time~~terminated tobefore ~~time~~completion ~~outstanding,~~of ~~including~~the ~~borrowings~~first ~~under~~three fiscal years following the ~~Company~~effective date of the employment letter, the amount shall be Mr. Sripathi’s ~~credit~~then-target ~~facilities~~incentive compensation award); and if he elects to continue health plan coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company’s ~~4.375%~~will ~~Notes~~reimburse ~~due~~him ~~2028.~~for ~~The~~the ~~Notes~~costs associated with such continued COBRA health coverage for up to 18 months, terminable earlier if he becomes eligible for health and ~~the~~medical ~~related~~benefits ~~guarantees~~from ~~are~~a ~~effectively~~subsequent ~~senior~~employer. In addition, in ~~right~~the event of ~~payment~~a toqualifying ~~the~~termination, ~~Company~~all of Mr. Sripathi’s ~~existing~~then-outstanding ~~and~~(x) ~~future~~time-based ~~subordinated~~long ~~indebtedness.~~term ~~The~~incentive ~~Notes~~awards ~~and~~that otherwise would have vested within the ~~related~~one ~~guarantees~~year ~~are~~following ~~effectively~~such ~~subordinated~~termination inwill vest, and any such award that is a stock option or stock appreciation right will remain exercisable until the earlier of ~~payment~~two toyears ~~any~~following ~~secured~~such ~~indebtedness~~termination and the original expiration date of such award, and (y) performance-based long term incentive awards (including restricted ~~indebtedness~~stock ~~outstanding~~units ~~under~~but ~~the~~excluding ~~credit~~stock ~~facilities~~options and stock appreciation rights) will vest and be paid on a pro-rata basis, subject to the ~~extent~~achievement of the ~~value~~applicable performance goals, based upon the portion of the ~~assets~~full ~~securing~~performance ~~such~~period during ~~indebtedness~~which ~~and~~Mr. ~~structurally~~Sripathi ~~subordinated~~was inemployed ~~right~~by ofthe Company plus 12 months (or, if less, assuming employment for the entire performance period remaining after Mr. Sripathi’s termination), with the payment toof ~~all~~any ~~existing~~such ~~and~~vested performance-based long-term ~~future~~ incentive ~~indebtedness~~awards ~~and~~to ~~other~~occur ~~liabilities~~at ofthe time that the ~~Company~~awards are paid to employees generally. Mr. Sripathi’s entitlement to the foregoing severance payments and benefits is subject to his timely execution and non-~~guarantor~~revocation ~~subsidiaries~~of a general release of claims in favor of the Company.

~~The~~There ~~Notes~~ are ~~guaranteed~~no ~~fully~~transactions ~~and~~between ~~unconditionally,~~Mr. ~~and~~Sripathi ~~jointly~~ and ~~severally,~~the onCompany athat ~~senior~~would ~~unsecured~~be ~~basis~~reportable byunder ~~certain~~Item 404(a) of ~~the~~Regulation ~~Company’s~~S-K ~~domestic~~and ~~wholly~~there ~~owned~~is ~~restricted~~no arrangement or ~~subsidiaries~~ understanding ~~that~~with ~~guarantee~~any ~~the~~person ~~Company’s~~pursuant ~~obligations~~to ~~under~~which ~~its~~Mr. ~~credit~~Sripathi ~~facilities~~was selected as an executive officer.

~~Optional~~Mr. ~~Redemption~~Albert will depart from the Company, effective as of March 4, 2026, and move into an advisory role for a period of nine months to support a smooth transition. In connection with Mr. Albert’s departure from the Company, the Company expects to enter into a Separation, Release and Advisory Services Agreement with Mr. Albert. In exchange for Mr. Albert’s execution and non-revocation of such agreement, performance of advisory services and other obligations thereunder, and a release and non-revocation of claims, the Company will provide (i) separation consideration consistent with the terms of Mr. Albert’s employment letter dated November 4, 2025 and (ii) advisory fees in an aggregate amount of $450,000 during a 9-month transition period.

~~The~~Item Notes are redeemable at any time prior to March 1, 2029 in whole or in part, at the Company’s option, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) a “make-whole” price specified in the Indenture and the Notes, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the redemption date7.01. ~~In addition,~~Regulation at any time prior to March 1, 2029 the Company may, at its option, redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds of certain equity offerings, at the redemption price specified in the IndentureFD.

~~The~~On ~~Notes are redeemable at any time on or after~~ March 13, ~~2029 in whole or in part~~2026, at the Company’s ~~option,~~issued ata ~~the~~press ~~redemption~~release ~~prices~~announcing ~~set forth in~~ the ~~Indenture~~appointment ~~(in each case together with accrued and unpaid interest on the principal amount~~ of ~~the~~Mr. ~~Notes~~Sripathi ~~being~~as ~~redeemed to, but not including,~~ the ~~redemption~~Company’s ~~date.):~~Chief atFinancial ~~any time on and after March 1, 2029, 102~~Officer.~~813%;~~ atThe ~~any~~press ~~time~~release onis ~~and~~attached hereto ~~after~~as ~~March~~Exhibit 99.1, ~~2030, 101.406%;~~ and at ~~any~~is ~~time~~incorporated onherein ~~and~~by ~~after March 1, 2031, 100~~reference.~~000%.~~

~~Change~~The information included in this Item 7.01 and Exhibit 99.1 included with this Current Report on Form 8-K shall not be deemed “filed” for the purposes of ~~Control~~or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Subject to certain limitations, in the event of a Change of Control Triggering Event (as defined in the Indenture), the Company will be required to offer to repurchase the Notes at a price of 101.000% of their principal amount plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

Covenants; Events of Default

The Indenture contains certain covenants, including, among others, covenants that restrict the ability of the Company and certain of its subsidiaries to incur debt secured by liens and to enter into sale and leaseback transactions. The Indenture also contains customary provisions for events of default (subject in certain cases to customary grace and cure periods) including for failure to pay principal or interest when due and payable, failure to comply with covenants or warranties in the Indenture or the Notes and failure to cure or obtain a waiver of such default upon notice, a default under other debt of the Company or certain of its subsidiaries such that at least $75 million aggregate principal amount of indebtedness is accelerated, which acceleration has not been rescinded or annulled within 45 days of notice, and events of bankruptcy, insolvency or reorganization affecting the Company and certain of its subsidiaries. In the case of an event of default, the principal amount of the Notes plus accrued and unpaid interest may be accelerated.

Certain Relationships

The Initial Purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial lending services in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Additionally, certain other Initial Purchasers are lenders and/or agents under the Company’s credit facilities. The Company used the net proceeds from the sale of the Notes to repay all of the outstanding borrowings under its term loan A and under its revolving credit facility, to pay related fees and expenses and for general corporate purposes. To the extent the Initial Purchasers or their affiliates are lenders and/or agents under the Company’s credit facilities, they received a portion of the net proceeds from the sale of the Notes.

The description of the Notes and the Indenture in this Current Report on Form 8-K (this “Current Report”) are summaries, and are qualified in their entirety by reference to the complete terms of the Indenture and the form of Note included therein. The Base Indenture, the Seventh Supplemental Indenture and the form of Note are filed hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. ~~The following exhibit is furnished with this report:~~

Exhibit No.	~~Exhibit No.~~Description	~~Description~~
	4.1	Indenture, dated April 13, 2018, between Wyndham Hotels & Resorts. Inc. and U.S. Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Amendment No. 1 to Form 10 filed on April 19, 2018).
Exhibit 99.1	Press Release of Wyndham Hotels & Resorts, Inc., dated March 3, 2026
	4.2*	Seventh Supplemental Indenture, dated February 27, 2026, by and among Wyndham Hotels & Resorts, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee.
Exhibit 104	Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
	4.3*	Form of 5.625% Notes due 2033 (included in Exhibit 4.2).
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed with this report

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~ hereunto duly authorized.

Date: February 27, 2026
		WYNDHAM HOTELS & RESORTS, INC.
	WYNDHAM HOTELS & RESORTS, INC.
Date: March 3, 2026	By:	/s/ Paul F. Cash
	By:	/s/ Paul F. Cash
		Paul F. Cash
		Paul F. Cash
		General Counsel & Corporate Secretary
		General Counsel and
		Corporate Secretary

Filing Compare · WYNDHAM HOTELS & RESORTS, INC.