Wyndham Hotels & Resorts Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Hotels/Resorts
Consumer Discretionary
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 24, 2026
(Exact name of registrant as specified in charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (973 ) 753-6000
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 8.01. |
Other Events.
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On February 24, 2026, Wyndham Hotels & Resorts, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named in Schedule I thereto (collectively, the “Initial Purchasers”), in connection with the offer and sale of $650 million aggregate
principal amount of the Company’s 5.625% Notes due 2033 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be “qualified institutional buyers” in the United States, as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in offshore transactions pursuant to Regulation S under the Securities Act.
The Purchase Agreement contains customary representations, warranties and covenants by the Company, together with customary closing conditions. Under
the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities. The Offering is expected to close on February 27, 2026, in accordance with the terms of the Purchase Agreement.
The Company intends to use the net proceeds of the Offering 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.
This Current Report on Form 8-K (this “Current Report”) shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell
any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, or solicitation to buy, if at all, will be made only by means of a confidential offering
memorandum. This Current Report does not constitute a notice of repayment of outstanding indebtedness under the Company’s revolving credit facility.
A copy of the press release announcing the launch of the Offering is attached hereto as Exhibit 99.1 and a copy of the press release
announcing the pricing of the Notes is attached hereto as Exhibit 99.2 and each is incorporated by reference herein.
| Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Press Release of Wyndham Hotels & Resorts, Inc. to Announce the Offering Launch, dated February 24, 2026.
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Press Release of Wyndham Hotels & Resorts, Inc. to Announce the Offering Pricing, dated February 24, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
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.
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WYNDHAM HOTELS & RESORTS, INC.
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Date: February 24, 2026
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By:
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/s/ Paul F. Cash
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Paul F. Cash
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General Counsel and Corporate Secretary
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