[8-K] WYNDHAM HOTELS & RESORTS, INC. Reports Material Event

Rhea-AI Filing Summary

Wyndham Hotels & Resorts, Inc. (WH) reported that its Board of Directors increased its size to nine members and appointed Alexandra A. Jung as a new director, effective November 13, 2025, with a term lasting until the 2026 annual meeting of stockholders. She was also appointed to the Board’s Audit Committee and Corporate Governance Committee.

The Board determined that Ms. Jung is independent under the company’s Director Independence Criteria, New York Stock Exchange rules and Rule 10A-3 under the Exchange Act. Her compensation will be consistent with that of other non-employee directors, as described in Wyndham’s 2025 proxy statement. The company stated there are no related-party transactions requiring disclosure and no special arrangements under which she was selected. On November 17, 2025, Wyndham issued a press release announcing her appointment.

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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) November 13, 2025

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			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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2025, upon the recommendation of the Corporate Governance Committee, the Board of Directors (the "Board") of Wyndham Hotels & Resorts, Inc. (the "Company") increased the size of the Board to nine members and appointed Alexandra A. Jung to the Board to serve as a director for a term expiring at the Company’s 2026 annual meeting of stockholders. Ms. Jung was also appointed to serve on the Audit Committee and the Corporate Governance Committee. Ms. Jung will receive compensation for her service as a director consistent with the Company’s other non-employee directors as described under “Compensation of Directors” in the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission on March 27, 2025.

The Board affirmatively determined that Ms. Jung is independent under the guidelines set forth in the Company’s Director Independence Criteria and under applicable New York Stock Exchange rules and Rule 10A-3 of the Securities Exchange Act of 1934.

There are no transactions between Ms. Jung and the Company that would be reportable under Item 404(a) of Regulation S-K, and there is no arrangement or understanding with any person pursuant to which Ms. Jung was selected as a director.

Item 8.01.    Other Events.

On November 17, 2025, the Company issued a press release announcing the appointment of Ms. Jung as a director. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
Exhibit 99.1			Press Release of Wyndham Hotels & Resorts, Inc., dated November 17, 2025
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.

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.

						WYNDHAM HOTELS & RESORTS, INC.
Date: November 17, 2025			By:			/s/ Paul F. Cash
						Paul F. Cash General Counsel & Corporate Secretary

FAQ

What board change did Wyndham Hotels & Resorts (WH) announce in this 8-K?

Wyndham Hotels & Resorts, Inc. reported that its Board of Directors increased its size to nine members and appointed Alexandra A. Jung as a new director for a term expiring at the company’s 2026 annual meeting of stockholders.

Who is the new director appointed to Wyndham Hotels & Resorts’ board?

The company appointed Alexandra A. Jung to its Board of Directors, effective November 13, 2025, to serve until the 2026 annual meeting of stockholders.

Which committees will Alexandra A. Jung serve on at Wyndham (WH)?

Alexandra A. Jung was appointed to the Board’s Audit Committee and Corporate Governance Committee, in addition to her role as a director.

Is Alexandra A. Jung considered an independent director at Wyndham Hotels & Resorts?

The Board affirmatively determined that Ms. Jung is independent under Wyndham’s Director Independence Criteria, applicable New York Stock Exchange rules and Rule 10A-3 of the Securities Exchange Act of 1934.

How will Alexandra A. Jung be compensated as a Wyndham (WH) director?

Ms. Jung will receive compensation for her service as a director that is consistent with other non-employee directors, as described under “Compensation of Directors” in Wyndham’s 2025 Proxy Statement filed on March 27, 2025.

Are there any related-party transactions between Alexandra A. Jung and Wyndham Hotels & Resorts?

The company stated there are no transactions between Ms. Jung and Wyndham that would be reportable under Item 404(a) of Regulation S-K, and no arrangement or understanding with any person pursuant to which she was selected as a director.

Did Wyndham issue a press release about Alexandra A. Jung’s appointment?

Yes. On November 17, 2025, Wyndham issued a press release announcing Ms. Jung’s appointment as a director. This release is filed as Exhibit 99.1 and incorporated by reference.