Quarterly report [Sections 13 or 15(d)]

Stock-Based Compensation

v3.25.3
Stock-Based Compensation
 9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation
11. STOCK-BASED COMPENSATION
The Company has a stock-based compensation plan available to grant non-qualified stock options, incentive stock options, stock-settled appreciation rights (“SSARs”), RSUs, performance-vesting restricted stock units (“PSUs”) and/or other stock-based awards to key employees and non-employee directors. Under the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan (“Stock Plan”), a maximum of 10.0 million shares of common stock may be awarded. As of September 30, 2025, 4.2 million shares remained available.
During 2025, the Company granted incentive equity awards totaling $32 million to key employees and senior officers in the form of RSUs. The RSUs generally vest ratably over a period of four years based on continuous service. Additionally, the Company approved incentive equity awards to key employees and senior officers in the form of PSUs with a maximum grant value of $20 million. The PSUs generally cliff vest on the third anniversary of the grant date based on continuous service with
the number of shares earned (0% to 200% of the target award) dependent upon the extent the Company achieves certain performance metrics.
Incentive Equity Awards Granted by the Company
The activity related to the Company’s incentive equity awards for the nine months ended September 30, 2025 consisted of the following:
RSUs
PSUs
Number of RSUs Weighted Average Grant Price Number of PSUs Weighted Average Grant Price
Balance as of December 31, 2024 0.9  $ 76.55  0.6  $ 78.43 
Granted (a)
0.3  105.93  0.2 
(b)
 106.21 
Vested
 (0.4) 74.70  (0.2) 82.74 
Canceled
 —  —  —  — 
Balance as of September 30, 2025 0.8 
(c)
 $ 87.29  0.6 
(d)
 $ 85.95 
______________________
(a)Represents awards granted by the Company primarily in March 2025.
(b)Represents awards granted by the Company at the maximum achievement level of 200% of target payout. Actual shares that may be issued can range from 0% to 200% of target.
(c)RSUs outstanding as of September 30, 2025 have an aggregate unrecognized compensation expense of $55 million, which is expected to be recognized over a weighted average period of 2.7 years.
(d)PSUs outstanding as of September 30, 2025 have an aggregate maximum potential unrecognized compensation expense of $35 million, which may be recognized over a weighted average period of 1.9 years based on attainment of targets.
There were no stock options granted in 2025 or 2024. The activity related to stock options for the nine months ended September 30, 2025 consisted of the following:
Number of Options
Weighted Average Exercise Price
Weighted Average Remaining Contractual Life (Years)
Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2024 0.6  $ 54.45 
Granted
 —  — 
Exercised (0.1) 53.33 
Canceled —  — 
Outstanding as of September 30, 2025
 0.5  $ 54.82  2.1 $ 13 
Unvested as of September 30, 2025
 —  $ —  —  $ — 
Exercisable as of September 30, 2025
 0.5  $ 54.82  2.1 $ 13 
Stock-Based Compensation Expense
Stock-based compensation expense was $9 million and $10 million for the three months ended September 30, 2025 and 2024, respectively, and $29 million and $33 million for the nine months ended September 30, 2025 and 2024, respectively. For the three and nine months ended September 30, 2025, such expenses include $1 million and $2 million, respectively, which were recorded within transaction-related costs on the Condensed Consolidated Statements of Income. For the nine months ended September 30, 2024, $2 million and $1 million of stock-based compensation expense was recorded within restructuring costs and transaction-related costs, respectively, on the Condensed Consolidated Statements of Income. There were no amounts recorded within restructuring costs and transaction-related costs for the three months ended September 30, 2024 on the Condensed Consolidated Statements of Income.