Wyndham Hotels & Resorts Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported) October 16, 2025

Wyndham Hotels & Resorts, Inc.

(Exact name of registrant as specified in charter)

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

None

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(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)

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

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. ☐

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Amendment to the Credit Agreement

On October 16, 2025, Wyndham Hotels & Resorts, Inc. (the “Company”) entered into a Sixth Amendment to the Credit Agreement dated May 30, 2018 (the “Amendment”), with Bank of America, N.A., as administrative agent, the several lenders from time to time party thereto, and the other parties thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). All defined terms unless stated otherwise have the meanings set forth in the Credit Agreement.

The Amendment, among other things, extends the maturity of the existing $750 million revolving credit facility from April 2027 to October 2030 and increases the commitments thereunder to $1.0 billion (the “2025 Revolving Credit Facility”). Revolving Credit Loans under the 2025 Revolving Credit Facility will bear interest, at the Borrower’s option, at a rate of (a) Term SOFR plus an applicable margin of 1.75%, subject to reductions to 1.50%, 1.25% and 1.00%, based on the Company’s most recently reported First Lien Leverage Ratio or (b) Base Rate, plus an applicable margin of 0.75%, subject to reductions to 0.50%, 0.25% and 0.00%, based on the Company’s most recently reported First Lien Leverage Ratio. The Amendment also removes the credit spread adjustment previously applicable to Revolving Credit Loans based on Term SOFR.

The foregoing summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

(d) Exhibits.

SIGNATURES

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