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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On November 7, 2022, Wyndham Hotels & Resorts, Inc. (the "Company") and Michele Allen, the Company's Chief Financial Officer, entered into an Amended & Restated Employment Agreement. The term of Ms. Allen's original Employment Agreement, dated December 3, 2019, was scheduled to expire on December 3, 2022. The Amended & Restated Employment Agreement extends Ms. Allen's term of employment with the Company for a period of approximately three years and six months to May 31, 2026, on substantially the same terms and conditions as set forth in the original Employment Agreement. In addition, the Compensation Committee of the Board of Directors of the Company granted a one-time retention award to Ms. Allen (the "Award") under the Company's 2018 Equity and Incentive Plan. The Award was granted in the form of time-based Restricted Stock Units covering 13,170 shares of underlying Common Stock. The Award is scheduled to cliff vest on October 31, 2025, and is otherwise subject to the terms and conditions set forth in the award agreement with respect to the Award.

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