Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov

8-K — WYNDHAM HOTELS & RESORTS, INC.

Accession: 0001722684-26-000057

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001722684

SIC: 7011 (HOTELS & MOTELS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — wh-20260429.htm (Primary)

EX-99.1 (exhibit9912026331.htm)

GRAPHIC (whra28a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: wh-20260429.htm · Sequence: 1

wh-20260429

0001722684false00017226842026-04-292026-04-29

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) April 29, 2026

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 2.02.    Results of Operations and Financial Condition.

Wyndham Hotels & Resorts, Inc. (the “Company”) today issued a press release reporting financial results for the quarter ended March 31, 2026.

A copy of the Company’s press release is furnished as Exhibit 99.1 and is incorporated by reference.

The information included in this Item 2.02, Item 7.01 below and Exhibit 99.1 included with this Current Report on Form 8-K 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 2.02, Item 7.01 below 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 7.01.    Regulation FD Disclosure.

On April 29, 2026, the Company posted a new investor presentation on its investor relations website at www.investor.wyndhamhotels.com.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

Exhibit 99.1

Press Release of Wyndham Hotels & Resorts, Inc., dated April 29, 2026, reporting financial results for the quarter ended March 31, 2026.

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: April 29, 2026

By:

/s/ Nicola Rossi

Nicola Rossi

Chief Accounting Officer

EX-99.1

EX-99.1

Filename: exhibit9912026331.htm · Sequence: 2

Document

Exhibit 99.1

WYNDHAM HOTELS & RESORTS REPORTS STRONG FIRST QUARTER RESULTS

Company Grows System Size by 4% and Development Pipeline to Record 2,200 Hotels

U.S. RevPAR Recovery Ahead of Expectations

PARSIPPANY, N.J., April 29, 2026 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months ended March 31, 2026. Highlights include:

•System-wide rooms grew 4% year-over-year.

•Awarded development contracts in the U.S. increased 8% year-over-year.

•Development pipeline grew 3% year-over-year to a record of over 259,000 rooms and over 2,200 hotels.

•U.S. RevPAR was flat year-over-year, 250 basis points ahead of midpoint of expectations.

•Ancillary revenues increased 21% year-over-year.

•Net income remained flat year-over-year at $61 million; adjusted net income increased 9% year-over-year to $73 million, or 6% lower on a comparable basis.

•Diluted earnings per share grew 3% to $0.80 from $0.78 in the prior-year quarter and adjusted diluted EPS grew 12% year-over-year to $0.96, or 3% lower on a comparable basis.

•Adjusted EBITDA increased 8% year-over-year to $156 million, or 1% lower on a comparable basis.

•Net cash provided by operating activities of $42 million and free cash flow of $64 million.

•Returned $85 million to shareholders through $51 million of share repurchases and quarterly cash dividends of $0.43 per share.

•Issued $650 million aggregate principal amount of 5.625% senior unsecured notes, due 2033, the net proceeds of which were primarily used to fully repay then-outstanding revolver and term loan A borrowings.

"We delivered a strong start to the year, highlighted by record-level first-quarter openings and a continued expansion of our development pipeline," said Geoff Ballotti, president and chief executive officer. "As U.S. RevPAR in our economy and midscale segments continues to recover ahead of expectations, we approach the peak leisure summer season with increasing optimism. We’ve never been more confident in our ability to drive sustained long-term value creation for franchisees, guests and shareholders by adding high-quality, FeePAR-accretive hotels to our portfolio, growing ancillary revenues and scaling AI to further differentiate our industry-leading technology platform.”

System Size and Development

Rooms

March 31, 2026 March 31, 2025 % Change

United States 500,700 502,600 — %

International 368,600 337,300 9 %

Global 869,300 839,900 4 %

The Company's global system grew 4%, including flat growth in the U.S., which includes the impact from the loss of legacy affiliated rooms, 12% direct-franchised growth in the Company's Asia Pacific region and 9% growth in the Company's higher RevPAR EMEA and Latin America regions.

As of March 31, 2026, the Company's global development pipeline increased 3% vs. prior-year to a record-high level of over 259,000 rooms and over 2,200 hotels. Key highlights include:

•3% pipeline growth in the U.S. and 2% growth internationally

•Approximately 70% of the pipeline is in the midscale and above segments

•Approximately 17% of the pipeline is in the extended stay segment

•Approximately 43% of the pipeline is in the U.S.

•Approximately 77% of the pipeline is new construction and approximately 35% of these projects have broken ground; rooms under construction grew 3% year-over-year

RevPAR

First Quarter 2026 YOY Constant Currency % Change

United States $ 42.25  — %

International 33.69  (1)

Global 38.53  (1)

First quarter global RevPAR decreased 1% in constant currency compared to 2025, reflecting flat performance in the U.S. and a 1% decline internationally.

In the U.S., the year-over-year comparison was impacted by approximately 40 basis points of unfavorable hurricane impacts related to first quarter 2025; excluding which, RevPAR increased over 600 basis points sequentially and approximately 10 basis points year-over-year reflecting stabilized occupancy and ADR levels. Continued strength across the Midwest and growth in Texas was partially offset by performance in Florida and California, which both improved sequentially yet declined year-over-year.

Internationally, constant currency growth of 8% in Canada reflected significant pricing power and continued demand growth, while growth of 5% in Southeast Asia and the Pacific Rim and 1% in EMEA each primarily reflected improved demand. The growth in those regions was more than offset by softness in China where RevPAR improved over 500 basis points sequentially, yet declined 5% year-over-year, and Latin America, which declined 4% year-over-year primarily due to lower U.S. cross-border demand in Mexico.

2

Operating Results

The comparability of the Company’s first quarter results is impacted by marketing fund variability. The Company’s reported results and comparable-basis results (adjusted to neutralize these impacts) are presented below to enhance transparency and provide a better understanding of the results of the Company’s ongoing operations.

Net

revenues

Net

income(a)

Adjusted EBITDA

Reported diluted EPS(a)

Adjusted diluted EPS(a)

2025 reported $ 316  $ 61  $ 145  $ 0.78  $ 0.86

2026 reported 327  61  156  0.80  0.96

Change 11  —  11  0.02  0.10

Less: Marketing fund variability n/a 10  13  0.13  0.13

Comparable growth $ 11  $ (10) $ (2) $ (0.11) $ (0.03)

NOTE: Growth rates may not recalculate due to rounding; see Table 7 for a reconciliation of non-GAAP metrics and Table 9 for definitions.

(a)    Includes estimated tax impact of marketing fund variability.

•Net revenues grew 3% to $327 million compared to $316 million in the first quarter of 2025, reflecting a 21% increase in ancillary revenues and global net room growth of 4%, partially offset by lower other franchise fees and the deferral of fees from Revo Hospitality Group ("Revo").

•Net income remained flat at $61 million compared to the first quarter of 2025, primarily reflecting higher adjusted EBITDA offset by restructuring and other-related costs, as well as transaction-related costs resulting from the Company's issuance of 5.625% senior unsecured notes. Adjusted net income grew 9% to $73 million compared to $67 million in the first quarter of 2025.

•Adjusted EBITDA increased 8% to $156 million compared to $145 million in the first quarter of 2025. This increase included a $13 million favorable impact from marketing fund variability, excluding which adjusted EBITDA declined 1% on a comparable basis. This decline primarily reflects lower royalties and franchise fees and the absence of one-time cost reductions, partially offset by increased ancillary revenues.

•Diluted EPS grew 3% to $0.80 compared to $0.78 in the first quarter of 2025, which primarily reflects the benefit of a lower share count due to share repurchase activity.

•Adjusted diluted EPS increased 12% to $0.96 compared to $0.86 in the first quarter of 2025. This increase included a favorable impact of $0.13 per share related to marketing fund variability (after estimated taxes). On a comparable basis, adjusted diluted EPS decreased approximately 3% year-over-year primarily reflecting a comparable basis decline in adjusted EBITDA, a marginally higher effective tax rate and increased interest expense, partially offset by the benefit of share repurchase activity.

Full reconciliations of GAAP results to the Company's non-GAAP adjusted measures for all reported periods appear in the tables to this press release.

3

Balance Sheet and Liquidity

The Company generated $42 million of net cash provided by operating activities and $64 million of free cash flow in the first quarter 2026. The Company ended the quarter with a cash balance of $79 million and $1.1 billion in total liquidity, which includes the effect of the February 2026 issuance of $650 million aggregate principal amount of senior unsecured notes bearing interest at 5.625%. The net proceeds from the issuance were primarily used to fully repay then-outstanding revolver and term loan A borrowings.

The Company’s net debt leverage ratio was 3.5 times at March 31, 2026, at the midpoint of the Company’s 3 to 4 times stated target range and in line with expectations.

Share Repurchases and Dividends

During the first quarter, the Company repurchased approximately 656,000 shares of its common stock for $51 million.

The Company paid common stock dividends of $34 million, or $0.43 per share, during the first quarter 2026.

Revo Update

As part of the Company's efforts to pursue all available remedies related to Revo's ongoing insolvency proceedings and optimize the recoverability for the Company's shareholders, the Company exercised its rights to foreclose on and take ownership of two properties in Europe. The Company expects these properties to generate approximately $10 million of net revenues in full-year 2026 with a limited impact to earnings as the Company works to stabilize operations and implement an asset management plan to maximize value.

Outlook

The Company is updating its full-year outlook as follows:

Updated Outlook Prior Outlook

Year-over-year rooms growth (a)

4.0% - 4.5% 4.0% - 4.5%

Year-over-year global RevPAR growth (b)

(1.0%) - 1.0% (1.5%) - 0.5%

Net revenues (c)

$1.47 - $1.50 billion $1.46 - $1.49 billion

Adjusted EBITDA (d)

$730 - $745 million $730 - $745 million

Adjusted net income $351 - $365 million $354 - $368 million

Adjusted diluted EPS $4.62 - $4.80 $4.62 - $4.80

Free cash flow conversion rate 55% - 60% 55% - 60%

(a)    Excludes any potential room termination impact associated with Revo's ongoing insolvency.

(b)    Represents constant currency basis; on a reported basis, which includes foreign currency impacts, would be (1.0%) - 1.0%.

(c)    Includes approximately $10 million of net revenues from the two hotels that the Company foreclosed on and took ownership of as part of Revo's ongoing insolvency.

(d)    Includes the effects of the deferral of $12 million of royalties and franchise fees from Revo and the inclusion of $15 million of previously disclosed one-time variable cost reductions made in 2025; excluding which comparable basis growth rate would be 5% - 7%.

The Company expects marketing fund revenues to roughly equal expenses during full-year 2026 though seasonality of spend will affect the quarterly comparisons throughout the year.

4

More detailed projections are available in Table 8 of this press release. The Company is providing certain financial metrics only on a non-GAAP basis because, without unreasonable efforts, it is unable to predict with reasonable certainty the occurrence or amount of all of the adjustments or other potential adjustments that may arise in the future during the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to the reported results.

Conference Call Information

Wyndham Hotels will hold a conference call with investors to discuss the Company’s results and outlook on Thursday, April 30, 2026 at 8:30 a.m. ET. Listeners can access the webcast live through the Company’s website at https://investor.wyndhamhotels.com. The conference call may also be accessed by dialing 800 343-4136 and providing the passcode “Wyndham”. Listeners are urged to call at least five minutes prior to the scheduled start time. An archive of this webcast will be available on the website beginning at noon ET on April 30, 2026. A telephone replay will be available for approximately ten days beginning at noon ET on April 30, 2026 at 800 695-0715.

Presentation of Financial Information

Financial information discussed in this press release includes non-GAAP measures, which include or exclude certain items. These non-GAAP measures differ from reported GAAP results and are intended to illustrate what management believes are relevant period-over-period comparisons and are helpful to investors as an additional tool for further understanding and assessing the Company’s ongoing operating performance. The Company uses these measures internally to assess its operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. Exclusion of items in the Company’s non-GAAP presentation should not be considered an inference that these items are unusual, infrequent or non-recurring. Full reconciliations of GAAP results to the comparable non-GAAP measures for the reported periods appear in the financial tables section of this press release.

About Wyndham Hotels & Resorts

Wyndham Hotels & Resorts (NYSE: WH) is one of the world’s largest hotel franchising companies with approximately 8,400 hotels across approximately 100 countries on six continents. Through its network of approximately 869,000 franchised and affiliated rooms appealing to the everyday traveler, Wyndham commands a leading presence in the economy and midscale segments of the lodging industry. The Company operates a portfolio of 25 hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La Quinta®, Baymont®, Wingate®, AmericInn®, ECHO Suites®, Registry Collection Hotels®, Trademark Collection® and Wyndham®. The Company’s award-winning Wyndham Rewards loyalty program offers over 124 million enrolled members the opportunity to redeem points at thousands of hotels, vacation club resorts and vacation rentals globally. For more information, visit https://investor.wyndhamhotels.com. The Company may use its website and social media channels as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Disclosures of this nature will be included on the Company's website in the Investors section, which can currently be accessed at https://investor.wyndhamhotels.com or on the Company's social media channels, including the Company's LinkedIn account which can currently be accessed at https://www.linkedin.com/company/wyndhamhotels. Accordingly, investors should monitor this section of the Company's website and the Company's social media channels in

5

addition to following the Company's press releases, filings submitted with the Securities and Exchange Commission and any public conference calls or webcasts.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the federal securities laws, including statements related to Wyndham's current views and expectations with respect to its future performance and operations, including revenues, earnings, cash flow and other financial and operating measures, share repurchases and dividends and restructuring charges. Forward-looking statements are any statements other than statements of historical fact, including those that convey management's expectations as to the future based on plans, estimates and projections at the time Wyndham makes the statements and may be identified by words such as "will," "expect," "believe," "plan," "anticipate," "predict," "intend," "goal," "future," "forward," "remain," "confident," "outlook," "guidance," "target," "objective," "estimate," "projection" and similar words or expressions, including the negative version of such words and expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Wyndham to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

Factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, general economic conditions, including inflation, higher interest rates and potential recessionary pressures, which may impact decisions by consumers and businesses to use travel accommodations; global trade disputes, including with China; the performance of the financial and credit markets; the economic environment for the hospitality industry; operating risks associated with the hotel franchising business; Wyndham's relationships with franchisees; the ability of franchisees to pay back loans owed to Wyndham; the impact of prior or any future impairment charges related to the credit Wyndham extends to its franchisees; the impact of war, terrorist activity, political instability or political strife; global or regional health crises or pandemics including the resulting impact on Wyndham's business, operations, financial results, cash flows and liquidity, as well as the impact on its franchisees, guests and team members, the hospitality industry and overall demand for and restrictions on travel; Wyndham's ability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of principal and interest and compliance with the covenants thereunder; risks related to Wyndham's ability to obtain financing and the terms of such financing, including access to liquidity and capital; and Wyndham's ability to make or pay, plans for and the timing and amount of any future share repurchases and/or dividends, as well as the risks described in Wyndham's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent reports filed with the Securities and Exchange Commission. These risks and uncertainties are not the only ones Wyndham may face and additional risks may arise or become material in the future. Wyndham undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.

# # #

6

Contacts

Investors:

Matt Capuzzi

Senior Vice President, Financial Planning & Analysis and Investor Relations

973 753-6453

ir@wyndham.com

Media:

Maire Griffin

Senior Vice President, Global Communications

973 753-6590

WyndhamHotelsNews@wyndham.com

7

Table 1

WYNDHAM HOTELS & RESORTS

INCOME STATEMENT

(In millions, except per share data)

(Unaudited)

Three Months Ended March 31,

2026 2025

Net revenues

Royalties and franchise fees $ 114  $ 126

Marketing, reservation and loyalty 122  116

Management and other fees 4  2

License and other fees 30  27

Other 57  45

Net revenues 327  316

Expenses

Marketing, reservation and loyalty 131  138

Operating 25  19

General and administrative 34  30

Depreciation and amortization 16  15

Restructuring and other-related 5  —

Transaction-related 3  1

Separation-related (1) 1

Total expenses 213  204

Operating income 114  112

Interest expense, net 34  33

Income before income taxes 80  79

Provision for income taxes 19  18

Net income $ 61  $ 61

Earnings per share

Basic $ 0.80  $ 0.78

Diluted 0.80  0.78

Weighted average shares outstanding

Basic 75.4  77.9

Diluted 75.8  78.7

NOTE: As a result of the Company's exit of its U.S. management business, it has not recorded cost reimbursement revenues and expenses to account for U.S. managed employees' payroll costs since full-year 2024. Therefore, the Company is no longer separately disclosing fee-related and other revenues within net revenues for comparative year-over-year purposes in its reported and outlook results.

Table 2

WYNDHAM HOTELS & RESORTS

HISTORICAL REVENUE AND ADJUSTED EBITDA BY SEGMENT

First Quarter Second Quarter Third Quarter Fourth Quarter Full Year

Hotel Franchising

Net revenues

2026 $ 327  n/a n/a n/a n/a

2025 $ 316  $ 397  $ 382  $ 334  $ 1,429

Adjusted EBITDA

2026 $ 174  n/a n/a n/a n/a

2025 $ 161  $ 214  $ 228  $ 178  $ 781

Corporate

Net revenues

2026 $ —  n/a n/a n/a n/a

2025 $ —  $ —  $ —  $ —  $ —

Adjusted EBITDA

2026 $ (18) n/a n/a n/a n/a

2025 $ (16) $ (19) $ (15) $ (13) $ (63)

Total Company

Net revenues

2026 $ 327  n/a n/a n/a n/a

2025 $ 316  $ 397  $ 382  $ 334  $ 1,429

Net income/(loss)

2026 $ 61  n/a n/a n/a n/a

2025 $ 61  $ 87  $ 105  $ (60) $ 193

Adjusted EBITDA

2026 $ 156  n/a n/a n/a n/a

2025 $ 145  $ 195  $ 213  $ 165  $ 718

NOTE: Amounts may not add across due to rounding. See Table 7 for reconciliations of Total Company non-GAAP measures and Table 9 for definitions.

Table 3

WYNDHAM HOTELS & RESORTS

CONDENSED CASH FLOWS

(In millions)

(Unaudited)

Three Months Ended March 31,

2026 2025

Operating activities

Net income $ 61  $ 61

Depreciation and amortization 16  15

Payments of development advance notes, net (29) (28)

Working capital and other, net (6) 11

Net cash provided by operating activities 42  59

Investing activities

Property and equipment additions (7) (7)

Loan advances, net —  (52)

Net cash used in investing activities (7) (59)

Financing activities

Proceeds from long-term debt 702  140

Payments of long-term debt (617) (76)

Dividends to shareholders (34) (33)

Repurchases of common stock (51) (74)

Other, net (20) (22)

Net cash used in financing activities (20) (65)

Net increase/(decrease) in cash, cash equivalents and restricted cash 15  (65)

Cash, cash equivalents and restricted cash, beginning of period 64  113

Cash, cash equivalents and restricted cash, end of period $ 79  $ 48

Free Cash Flow:

Three Months Ended March 31,

2026 2025

Net cash provided by operating activities $ 42  $ 59

Less: Property and equipment additions (7) (7)

Plus: Payments of development advance notes, net 29  28

Free cash flow $ 64  $ 80

Table 4

WYNDHAM HOTELS & RESORTS

BALANCE SHEET SUMMARY AND DEBT

(In millions)

(Unaudited)

As of

March 31, 2026 As of

December 31, 2025

Assets

Cash and cash equivalents $ 79  $ 64

Trade receivables, net 300  291

Property and equipment, net 138  104

Goodwill and intangible assets, net 3,008  3,015

Other current and non-current assets 723  708

Total assets $ 4,248  $ 4,182

Liabilities and stockholders' equity

Total debt $ 2,650  $ 2,560

Other current liabilities 460  462

Deferred income tax liabilities 269  271

Other non-current liabilities 422  421

Total liabilities 3,801  3,714

Total stockholders' equity 447  468

Total liabilities and stockholders' equity $ 4,248  $ 4,182

The Company's outstanding debt was as follows:

Weighted Average Interest Rate (a)

As of

March 31, 2026 As of

December 31, 2025

$1.0 billion revolving credit facility (due October 2030) 5.2% $ —  $ 224

$1.5 billion term loan B (due May 2030) 5.4% 1,498  1,502

$650 million 5.625% senior unsecured notes (due March 2033) 5.6% 640  —

$500 million 4.375% senior unsecured notes (due August 2028) 4.4% 497  497

$400 million term loan A (due April 2027) 5.5% —  337

Other debt (b)

2.2% 15  —

Total debt 5.2% 2,650  2,560

Cash and cash equivalents 79  64

Net debt $ 2,571  $ 2,496

Net debt leverage ratio 3.5x 3.5x

(a)    Represents weighted average interest rates for the first quarter 2026, including the effects of hedging.

(b)    Represents mortgages associated with the two hotels that the Company foreclosed on and took ownership of as part of Revo's ongoing insolvency.

The Company's outstanding debt as of March 31, 2026 matures as follows:

Amount

Within 1 year $ 23

Between 1 and 2 years 19

Between 2 and 3 years 515

Between 3 and 4 years 16

Between 4 and 5 years 1,437

Thereafter 640

Total $ 2,650

Table 5

WYNDHAM HOTELS & RESORTS

REVENUE DRIVERS

Three Months Ended March 31,

2026 2025 Change % Change

Beginning Room Count (January 1)

United States 505,100  501,800  3,300  1%

International 363,800  333,900  29,900  9

Global 868,900  835,700  33,200  4

Additions

United States 6,300  6,500  (200) (3)

International 7,900  7,700  200  3

Global 14,200  14,200  —  —

Deletions

United States (10,700) (5,700) (5,000) (88)

International (3,100) (4,300) 1,200  28

Global (13,800) (10,000) (3,800) (38)

Ending Room Count (March 31)

United States 500,700  502,600  (1,900) —

International 368,600  337,300  31,300  9

Global 869,300  839,900  29,400  4%

As of March 31, FY 2025 Royalty Contribution

2026 2025 Change % Change

System Size

United States

Economy 219,100  223,500  (4,400) (2%)

Midscale and Above 281,600  279,100  2,500  1

Total United States 500,700  502,600  (1,900) —% 77%

International

Greater China

134,400  119,400  15,000  13% 4

Rest of Asia Pacific 44,600  40,200  4,400  11 2

Europe, the Middle East and Africa 99,800  93,200  6,600  7 8

Canada 39,800  39,800  —  — 6

Latin America 50,000  44,700  5,300  12 3

Total International 368,600  337,300  31,300  9% 23

Global 869,300  839,900  29,400  4%

100%

NOTE: Global, International and Greater China rooms exclude all rooms associated with the Company's Super 8 master licensee in China in both periods.

Table 5 (continued)

WYNDHAM HOTELS & RESORTS

REVENUE DRIVERS

Three Months Ended

March 31, 2026

Constant Currency

% Change (b)

Regional RevPAR Growth

United States

Economy $ 32.97  (2%)

Midscale and Upper Midscale 48.41  —

Upscale and Above 80.23  —

Total United States $ 42.25  —%

International

Greater China (a)

$ 15.84  (5%)

Rest of Asia Pacific 36.24  5

Europe, the Middle East and Africa 44.42  1

Canada 44.86  8

Latin America 57.38  (4)

Total International (a)

$ 33.69  (1%)

Global (a)

$ 38.53  (1%)

Three Months Ended March 31,

2026 2025

% Change (c)

Average Royalty Rate

United States 4.8% 4.8% (1 bp)

International (a)

2.4% 2.6% (20 bps)

Global (a)

3.9% 4.0% (14 bps)

(a)    Excludes the impact from all rooms associated with the Company's Super 8 master licensee in China. Additionally, reflects the impact of the Company's deferral of revenues from Revo, which unfavorably impacted the Company's first quarter international and global average royalty rates by 33 bps and 11 bps, respectively.

(b)    International and global exclude the impact of currency exchange movements.

(c)    Amounts may not recalculate due to rounding.

Table 6

WYNDHAM HOTELS & RESORTS

HISTORICAL REVPAR, ROYALTY RATE AND ROOMS

First Quarter Second Quarter Third Quarter Fourth Quarter Full Year

Total System

Global RevPAR

2026 $ 38.53  n/a n/a n/a n/a

2025 $ 38.44  $ 47.55  $ 50.05  $ 40.36  $ 44.12

U.S. RevPAR

2026 $ 42.25  n/a n/a n/a n/a

2025 $ 42.37  $ 53.32  $ 55.07  $ 42.91  $ 48.44

International RevPAR

2026 $ 33.69  n/a n/a n/a n/a

2025 $ 32.81  $ 39.45  $ 43.11  $ 36.96  $ 38.13

Global Royalty Rate

2026 3.9% n/a n/a n/a n/a

2025 4.0% 4.0% 4.0% 3.8% 4.0%

U.S. Royalty Rate

2026 4.8% n/a n/a n/a n/a

2025 4.8% 4.7% 4.8% 4.7% 4.8%

International Royalty Rate

2026 2.4% n/a n/a n/a n/a

2025 2.6% 2.6% 2.6% 2.3% 2.5%

Global Rooms

2026 869,300 n/a n/a n/a n/a

2025 839,900 846,700 855,400 868,900 868,900

U.S. Rooms

2026 500,700 n/a n/a n/a n/a

2025 502,600 503,300 503,400 505,100 505,100

International Rooms

2026 368,600 n/a n/a n/a n/a

2025 337,300 343,400 352,000 363,800 363,800

NOTE: Data excludes the impact from all rooms associated with the Company's Super 8 master licensee in China in all periods.

Table 7

WYNDHAM HOTELS & RESORTS

NON-GAAP RECONCILIATIONS

(In millions)

The tables below reconcile certain non-GAAP financial measures. The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the income statement in order to assist investors’ understanding of the overall impact of such adjustments. The Company believes that adjusted EBITDA, adjusted net income and adjusted diluted EPS financial measures provide useful information to investors about the Company and its financial condition and results of operations because these measures are used by its management team to evaluate its operating performance and make day-to-day operating decisions and adjusted EBITDA is frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in its industry. These measures also assist the Company's investors in evaluating its ongoing operating performance for the current reporting period and, where provided, over different reporting periods, by adjusting for certain items which may be recurring or non-recurring and which in the Company's view do not necessarily reflect ongoing performance. The Company also internally uses these measures to assess its operating performance, both absolutely and in comparison to other companies, and in evaluating or making selected compensation decisions. These supplemental disclosures are in addition to GAAP reported measures. These non-GAAP reconciliation tables should not be considered in isolation or as a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP and may not be comparable to similarly-titled measures used by other companies.

Reconciliation of Net Income/(Loss) to Adjusted EBITDA:

First Quarter Second Quarter Third Quarter Fourth Quarter Full Year

2026

Net income $ 61

Provision for income taxes 19

Depreciation and amortization 16

Interest expense, net 34

Stock-based compensation 9

Development advance notes amortization 8

Restructuring and other-related (a)

5

Transaction-related (b)

3

Revo-related (c)

2

Separation-related (d)

(1)

Adjusted EBITDA $ 156

2025

Net income/(loss) $ 61  $ 87  $ 105  $ (60) $ 193

Provision/(benefit) for income taxes 18  29  37  (12) 70

Depreciation and amortization 15  15  15  16  62

Interest expense, net 33  34  36  36  139

Stock-based compensation 9  8  8  14  41

Development advance notes amortization 7  8  8  9  32

Impairment (e)

—  —  —  86  86

Revo-related (c)

—  —  —  74  74

Restructuring and other-related (a)

—  13  2  2  18

Transaction-related (b)

1  1  1  —  2

Separation-related (d)

1  —  —  —  1

Foreign currency impact of highly inflationary countries (f)

—  —  1  —  —

Adjusted EBITDA $ 145  $ 195  $ 213  $ 165  $ 718

NOTE: Amounts may not add due to rounding.

(a)    2026 amount primarily consists of employee-related costs in connection with a restructuring plan. 2025 amounts primarily consist of employee-related costs and real estate costs related to a call center closure in connection with a restructuring plan.

(b)    Represents costs related to corporate transactions, including the Company's defense of an unsuccessful hostile takeover attempt and the Company's issuance of 5.625% senior unsecured notes.

(c)    2026 amount consists of professional fees associated with Revo's ongoing insolvency, which is reflected in general and administrative expenses on the Condensed Consolidated Statements of Income. 2025 amount represents a provision for accounts and loans receivable from Revo, which is reflected in operating expenses on the Condensed Consolidated Statements of Income.

(d)    Represents (income)/costs associated with the Company's spin-off from Wyndham Worldwide.

(e)    Represents an impairment of development advance notes and intangible assets related to Revo.

(f)    Relates to the foreign currency impact from hyper-inflation, primarily in Argentina, which is reflected in operating expenses on the Condensed Consolidated Statements of Income.

Table 7 (continued)

WYNDHAM HOTELS & RESORTS

NON-GAAP RECONCILIATIONS

(In millions, except per share data)

Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS:

Three Months Ended March 31,

2026 2025

Diluted earnings per share $ 0.80  $ 0.78

Net income $ 61  $ 61

Adjustments:

Acquisition-related amortization (a)

7  6

Restructuring and other-related 5  —

Transaction-related 3  1

Revo-related 2  —

Separation-related (1) 1

Total adjustments before tax 16  8

Income tax provision (b)

4  2

Total adjustments after tax 12  6

Adjusted net income $ 73  $ 67

Adjustments - EPS impact 0.16  0.08

Adjusted diluted EPS $ 0.96  $ 0.86

Diluted weighted average shares outstanding 75.8  78.7

(a)    Reflected in depreciation and amortization on the Condensed Consolidated Statements of Income.

(b)    Reflects the estimated tax effects of the adjustments.

Table 8

WYNDHAM HOTELS & RESORTS

2026 OUTLOOK

As of April 29, 2026

(In millions, except per share data)

2026

Net revenues $ 1,465 – 1,495

Adjusted EBITDA (a)

730 – 745

Depreciation and amortization expense (b)

36 – 38

Development advance notes amortization expense 35 – 37

Stock-based compensation expense 41 – 43

Interest expense, net 144 – 146

Adjusted income before income taxes 468 – 487

Income tax expense (c)

117 – 122

Adjusted net income $ 351 – 365

Adjusted diluted EPS $ 4.62 – 4.80

Diluted shares (d)

75.9

Capital expenditures $40 – 45

Development advance notes Approx. $110

Free cash flow conversion rate ~55 - 60%

Year-over-Year Growth

Global RevPAR (e)

(1.0%) – 1.0%

Number of rooms (f)

4.0% – 4.5%

(a)    Includes the effects of the deferral of $12 million of royalties and franchise fees from Revo and the inclusion of $15 million of previously disclosed one-time variable cost reductions made in 2025; excluding which comparable basis growth rates would be 5% - 7%.

(b)    Excludes amortization of acquisition-related intangible assets of approximately $26 million.

(c)    Outlook assumes an effective tax rate of approximately 25%.

(d)    Excludes the impact of any share repurchases after March 31, 2026.

(e)    Represents constant currency basis; on a reported basis, which includes foreign currency impacts, would be (1.0%) - 1.0%.

(f) Excludes any potential room termination impact associated with Revo's ongoing insolvency.

To assist with modeling, each 1% change in RevPAR equates to an approximate $10 million impact to net revenues and $4 million to adjusted EBITDA. If a significant pullback in demand were to materialize beyond the Company's current assumptions, actual results could fall below these estimates.

In determining adjusted EBITDA, interest expense, net, adjusted income before income taxes, adjusted net income, adjusted diluted EPS and free cash flow conversion rate, the Company excludes certain items which are otherwise included in determining the comparable GAAP financial measures. The Company is providing these measures on a non-GAAP basis only because, without unreasonable efforts, it is unable to predict with reasonable certainty the occurrence or amount of all the adjustments or other potential adjustments that may arise in the future during the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to the reported results.

Table 9

WYNDHAM HOTELS & RESORTS

DEFINITIONS

Adjusted Net Income and Adjusted Diluted EPS: Represents net income and diluted earnings per share excluding acquisition-related amortization, impairment and other-related charges (including Revo-related charges), significant accelerated depreciation, restructuring and other-related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries and special tax items. The Company calculates the income tax effect of the adjustments using an estimated effective tax rate applicable to each adjustment.

Adjusted EBITDA: Represents net income excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment and other-related charges (including Revo-related charges), restructuring and other-related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization. Adjusted EBITDA is a financial measure that is not recognized under U.S. GAAP and should not be considered as an alternative to net income or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, the Company's definition of adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Ancillary Revenues: Represents the summation of the license and other fees line item and other revenues line item per the income statement.

Average Daily Rate (ADR): Represents the average rate charged for renting a Room for one day.

Average Occupancy Rate: Represents the percentage of available Rooms occupied during the period.

Comparable Basis: Represents a comparison eliminating Marketing Fund Variability.

Constant Currency: Represents a comparison eliminating the effects of foreign exchange rate fluctuations between periods (foreign currency translation) and the impact caused by any foreign exchange related activities (i.e., hedges, balance sheet remeasurements and/or adjustments).

FeePAR: Represents annual royalties per franchised Room and is calculated by dividing total annual royalty revenue of the Company's franchised hotels by the number of franchised Rooms in its system size.

Free Cash Flow: Reflects net cash provided by operating activities excluding development advances, less capital expenditures. The Company believes free cash flow to be a useful operating performance measure to it and investors. This measure helps the Company and investors evaluate its ability to generate cash beyond what is needed to fund capital expenditures, debt service and other obligations. Notwithstanding cash on hand and incremental borrowing capacity, free cash flow reflects the Company’s ability to grow its business through investments and acquisitions, as well as its ability to return cash to shareholders through dividends and share repurchases or even to delever. Free cash flow is not a representation of how the Company will use excess cash. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities as a means for evaluating Wyndham Hotels is that free cash flow does not represent the total cash movement for the period as detailed in the condensed consolidated statement of cash flows.

Free Cash Flow Conversion Rate: Represents the percentage of adjusted EBITDA that is converted to free cash flow and provides insights into how efficiently the Company is able to turn profits into cash available for use, such as for investments (including development advance notes), debt reduction, dividends or share repurchases.

Marketing Fund Variability: Relates to the quarterly timing variances from the Company's marketing funds. The Company's franchise agreements require the payment of marketing and reservation fees, and in accordance with these franchise agreements, the Company is generally contractually obligated to expend such fees for the benefit of each of its brands over time. Marketing and reservation fees earned are generally highest during the summer season when the franchised hotels have the highest occupancy and daily rates, while marketing and reservation expenses are generally highest during the first half of the year in an effort to drive higher occupancy in the summer months. Accordingly, the seasonality of the marketing and reservation revenues and expenses results in adjusted EBITDA variability during the quarters throughout the year but are designed such that on a full-year basis, the Company’s marketing funds break even.

Net Debt Leverage Ratio: Calculated by dividing total debt less cash and cash equivalents by trailing twelve months adjusted EBITDA.

RevPAR: Represents revenue per available franchised or managed/owned Room and is calculated by multiplying average occupancy rate by ADR.

Rooms: Represents the number of rooms at the end of the period which are (i) either under franchise and/or management agreements, excluding all rooms associated with the Company's Super 8 master licensee in China, (ii) Company-owned, and (iii) properties under affiliation agreements for which the Company receives a fee for reservation and/or other services provided.

Royalty Rate: Represents the average royalty rate earned on the Company's franchised Rooms and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues.

GRAPHIC

GRAPHIC

Filename: whra28a.jpg · Sequence: 6

Binary file (34647 bytes)

Download whra28a.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

8-K

Apr. 29, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Apr. 29, 2026

Entity Registrant Name

Wyndham Hotels & Resorts, Inc.

Entity Incorporation, State or Country Code

DE

Entity File Number

001-38432

Entity Tax Identification Number

82-3356232

Entity Address, Address Line One

22 Sylvan Way

Entity Address, City or Town

Parsippany,

Entity Address, State or Province

NJ

Entity Address, Postal Zip Code

07054

City Area Code

973

Local Phone Number

753-6000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.01 per share

Trading Symbol

WH

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Entity Central Index Key

0001722684

Amendment Flag

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration