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) October 16, 2025

Date of Report (Date of earliest event reported) July 23, 2025

Wyndham Hotels & Resorts, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-38432

82-3356232

~~Delaware~~

~~001-38432~~

~~82-3356232~~

(State or other jurisdictionof incorporation)

(Commission File Number)

(IRS EmployerIdentification No.)

(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

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.)

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))

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. o ☐

Item 2 1.0201. ~~Results~~ ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

~~Wyndham~~Amendment ~~Hotels~~to ~~& Resorts, Inc. (~~the ~~“Company”)~~Credit ~~today issued a press release reporting financial results for the quarter ended June 30, 2025.~~ Agreement

AOn ~~copy~~October of16, 2025, Wyndham Hotels & Resorts, Inc. (the “Company’s”) entered ~~press~~into ~~release~~a isSixth ~~furnished~~Amendment asto ~~Exhibit 99~~the Credit Agreement dated May 30, 2018 (the “Amendment”), with Bank of America, N.1A., as administrative agent, the several lenders from time to time party thereto, and isthe ~~incorporated~~other byparties ~~reference~~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 ~~information~~Amendment, ~~included~~among inother ~~this~~things, ~~Item~~extends ~~2.02,~~the ~~Item~~maturity ~~7.01~~of ~~below~~the ~~and~~existing ~~Exhibit~~$750 ~~99.1~~million ~~included~~revolving ~~with~~credit ~~this~~facility ~~Current~~from ~~Report~~April on2027 ~~Form~~to October ~~8-K~~2030 ~~shall~~and ~~not~~increases bethe ~~deemed~~commitments thereunder to $1.0 billion (the “~~filed~~2025 Revolving Credit Facility”). ~~for~~Revolving Credit Loans under the ~~purposes~~2025 ofRevolving orCredit ~~otherwise~~Facility will ~~subject~~bear tointerest, at the ~~liabilities~~Borrower’s ~~under~~option, ~~Section~~at 18a rate of ~~the~~(a) ~~Securities~~Term ~~Exchange~~SOFR ~~Act~~plus an applicable margin of ~~1934~~1.75%, assubject ~~amended~~to ~~(the~~reductions ~~“Exchange~~to ~~Act”)~~1. ~~Unless~~50%, ~~expressly~~1.25% ~~incorporated~~and ~~into~~1.00%, abased ~~filing~~on of the Company’s ~~under~~most ~~the~~recently ~~Securities~~reported ~~Act~~First ofLien ~~1933,~~Leverage asRatio ~~amended,~~ or ~~the~~(b) ~~Exchange~~Base ~~Act~~Rate, plus ~~made~~an ~~after~~applicable ~~the~~margin ~~date~~of ~~hereof~~0.75%, ~~the~~subject ~~information~~to ~~contained~~reductions into ~~this Item 2~~0.0250%, ~~Item 7~~0.0125% ~~below~~ and ~~Exhibit 99~~0.100%, ~~hereto~~based ~~shall~~on ~~not~~the beCompany’s ~~incorporated~~most byrecently ~~reference~~reported ~~into~~First ~~any~~Lien ~~filing~~Leverage ofRatio. ~~the~~The ~~Company,~~Amendment ~~whether~~also ~~made~~removes ~~before or after~~ the ~~date~~credit ~~hereof,~~spread ~~regardless~~adjustment ofpreviously ~~any~~applicable ~~general~~to ~~incorporation~~Revolving Credit ~~language~~Loans inbased ~~such~~on ~~filing.~~Term SOFR.

~~Item~~The 7foregoing 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.~~01. Regulation~~1 FDto ~~Disclosure~~this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

OnItem ~~July 23,~~2.03. ~~2025,~~Creation ~~the~~of ~~Company~~a ~~posted~~Direct aFinancial ~~new~~Obligation ~~investor~~or ~~presentation~~an onObligation ~~its~~under ~~investor~~an ~~relations~~Off-Balance ~~website~~Sheet atArrangement ~~www.investor.wyndhamhotels.com.~~of a Registrant

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

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	~~Description~~
Exhibit 99.1		Press Release of Wyndham Hotels & Resorts, Inc., dated July 23, 2025, reporting financial results for the quarter ended June 30, 2025.
Exhibit 10.1	Sixth Amendment, dated as of October 16, 2025, to the Credit Agreement, dated as of May 30, 2018, as amended by the First Amendment, dated as of April 30, 2020, the Second Amendment, dated as of August 10, 2020, the Third Amendment, dated as of April 8, 2022, the Fourth Amendment, dated as of May 25, 2023, and the Fifth Amendment, dated May 24, 2024, with Bank of America, N.A., as administrative agent, the several lenders from time to time party thereto, and the other parties thereto.
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.	~~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.~~

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.

		WYNDHAM HOTELS & RESORTS, INC.		~~WYNDHAM HOTELS & RESORTS, INC.~~
Date: July 23, 2025			By:	/s/ Nicola Rossi
Date: October 20, 2025	By:	/s/ Paul F. Cash
				Nicola RossiChief Accounting Officer
		Paul F. Cash
		General Counsel and Corporate Secretary

Filing Compare · WYNDHAM HOTELS & RESORTS, INC.