UNITED STATES 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): May 24, 2024

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)

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		NYSE

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 1.01.

Entry into a Material Definitive Agreement.

Amendment to the Credit Agreement

On May 24, 2024 (the “Closing Date”), Wyndham Hotels & Resorts, Inc. (the “Company”) entered into a Fifth 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”).

Pursuant to the Amendment, the Company replaced all existing Term B Loans under the Credit Agreement (the “Existing Term B Loans”) with repriced Term B Loans (the “Repriced Term B Loans”) in an aggregate principal amount of $1,135,420,000 and incurred additional Term B Loans in an aggregate principal amount of $400,000,000 (the “New Term B Loans,” and together with the Repriced Term B Loans, the “2024 Term B Loans”). The proceeds of the 2024 Term B Loans were used to replace all Existing 2023 Term B Loans outstanding immediately prior to the Closing Date, to pay the costs, fees and expenses related to the 2024 Term B Loans and for general corporate purposes, including the repayment of outstanding balances under the Company’s revolving credit facility.

The 2024 Term B Loans have substantially the same terms as the Existing Term B Loans under the Credit Agreement, except, among other things, the 2024 Term B Loans:

•	bear interest at the Borrower’s option at a rate of (a) Base Rate (as defined in the Credit Agreement), plus an applicable rate of 0.75% or (b) Term SOFR, plus an applicable rate of 1.75%; and

•	may be prepaid at any time, without prepayment premium or penalty, but is subject to a prepayment premium of 1.00% if a prepayment of the 2024 Term B Loans is made in connection with certain “repricing events” at any time during the first six months after the Closing Date.

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.

Item 2.03.

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

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

Item 7.01.

Regulation FD Disclosure.

On May 28, 2024, the Company issued a press release regarding the Amendment. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Item 7.01 and Exhibit 99.1 included with this Current Report shall not be deemed “filed” for the purposes of 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.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit 10.1		Fifth Amendment, dated as of May 24, 2024, 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, and the Fourth Amendment, dated as of May 25, 2023, with Bank of America, N.A., as administrative agent, the several lenders from time to time party thereto, and the other parties thereto.

Exhibit 99.1		Press Release of Wyndham Hotels & Resorts, Inc. dated May 28, 2024.
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.

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.

Date: May 28, 2024	By:	/s/ Paul F. Cash
		Paul F. Cash
		General Counsel and Corporate Secretary