What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-19 compared with 2025-02-20 · 50 added, 33 removed, 306 unchanged (21% of the section changed)

30 unchanged sentences

• franchisors’ ability to develop and maintain positive relations with current and potential franchisees;

• changes in exchange rates or economic weakness in the United States (affecting domestic travel) and internationally.

• changes in exchange rates or economic weakness in the U.S.

affecting domestic and international travel.

We depend on the skill, ability, and decisions of third-party operators.

22 unchanged sentences

We cannot predict with certainty the cost of defense, the cost of prosecution or the ultimate outcome of litigation filed by or against us, including, remedies or damage awards.

This litigation may involve, but is not limited to, actions or negligence by franchisees outside of our control.

Such litigation may involve, but is not limited to, actions or negligence by franchisees outside of our control.

Our business along with the hospitality industry generally, faces risks that could cause damage to our reputation and to the value of our hotel brands, along with litigation-related fees and costs, in connection with claims related to purported incidents of human trafficking at hotel facilities.

1 unchanged sentence

however, there is no guarantee that we would be insulated from liability in all cases.

Moreover, we may be involved in matters such as class actions,

administrative proceedings, employment and personal injury claims, and litigation with or involving our relationship with franchisees and the legal distinction between our franchisees and us for employment law or general liability purposes, for which the cost and other effects of defense, settlements or judgments may require us to make disclosures or take other actions that may affect perceptions of our brand and products and adversely affect our business results.

Moreover, we may be involved in matters such as class actions, administrative proceedings, employment and personal injury claims, and litigation with or involving our relationship with franchisees and the legal distinction between our franchisees and us for employment law or general liability purposes, for which the cost and other effects of defense, settlements or judgments may require us to make disclosures or take other actions that may affect perceptions of our brand and products and adversely affect our business results.

Our international operations are subject to political and monetary risks.

We have franchised hotels open and operating in 46 countries and territories outside of the United States.

We also have, and may in the future make, investments in foreign hotel franchisors.

International operations generally are subject to greater economic, political and other risks than those affecting United States operations.

We have franchised hotels open and operating in 50 countries and territories outside of the U.S.

We also have made, and may in the future make, investments in foreign hotel franchisors.

International operations generally are subject to greater economic, political, and other risks than those affecting the U.S.

In certain countries, these risks include the risk of war, conflict or civil unrest, political instability, disruptions caused by terrorist activities or otherwise, expropriation and nationalization.

1 unchanged sentence

While we have policies in place to enforce and monitor internal and external compliance with these laws, we cannot guarantee that our policies will always protect us from reckless or criminal acts committed by our employees, franchisees or third-parties with whom we work.

The United States also imposes sanctions that restrict U.S.

also imposes sanctions that restrict U.S.

companies from engaging in business activities with certain persons or entities, foreign countries, or foreign governments that it determines are adverse to U.S.

foreign policy interests.

From time to time, we may face audits or investigations by one or more domestic or foreign governmental agencies relating to our international business activities, compliance with which could be costly and time-consuming, and could divert our management and key personnel from our business operations.

From time to time, we may face audits or investigations by one or more U.S.

or foreign governmental agencies relating to our international business activities, compliance with which could be costly and time-consuming, and could divert our management and key personnel from our business operations.

Further, investigations by regulatory agencies have been increasing and, therefore, it may become increasingly costly and time-consuming to maintain proper internal controls.

23 unchanged sentences

Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.

Methodologies for reporting these data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing

assumptions, changes in the nature and scope of our operations (including from acquisitions and divestitures), and other changes in circumstances, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals.

Methodologies for reporting these data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations (including from acquisitions and divestitures), and other changes in circumstances, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals.

If we fail to achieve, or are perceived to have failed or been delayed in achieving, or improperly report our progress toward achieving these targets, it could negatively affect customer preference for our brands or investor confidence in our stock, as well as expose us to enforcement actions and litigation.

2 unchanged sentences

As a result of the foregoing, we may experience significant increased operating and compliance costs, operating disruptions or limitations, reduced demand, constraints on our growth, and physical damage to our hotels, all of which could adversely affect our profits or growth.

We are incorporating artificial intelligence technologies into our processes and franchisee tools.

These technologies may present business, compliance, reputational, and legal risks.

If we fail to keep pace with rapidly evolving technological developments in artificial intelligence ("AI"), our competitive position and business results may suffer.

The introduction of these technologies, particularly generative AI, into new or existing offerings may also result in new or expanded risks and liabilities, including enhanced governmental or regulatory scrutiny, litigation, copyright infringement, compliance issues, ethical concerns, security risks relating to private and/or confidential information, as well as other factors that could adversely affect our business, reputation, and financial results.

If the content, analyses, or recommendations that AI programs assist in producing are, or are alleged to be, deficient, misleading, inaccurate, or biased, then our business, financial condition, and results of operations and our reputation may be adversely affected.

In addition, it is possible that AI and machine learning-technology could be improperly utilized by employees while carrying out their responsibilities.

The use of AI can lead to unintended consequences, such as generating content that appears correct but is factually inaccurate, misleading, or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.

AI also presents emerging ethical issues and if our use of AI becomes controversial, then we may experience brand or reputational harm, competitive harm, or legal liability.

Risks Related to Our Franchise System

14 unchanged sentences

Many factors influence our reputation and the value of our hotel brands including the perception held by guests, our franchisees, our other key stakeholders and the communities in which we do business.

Our business faces increasing scrutiny related to environmental, social and governance activities and the risk of damage to our reputation and the value of our hotel brands if we (or our franchisees) fail to act responsibly or comply with regulatory requirements in a number of areas, such as safety and security, responsible tourism, environmental stewardship, supply chain management, climate change, human trafficking, diversity, human rights, philanthropy and support for local communities.

Our business faces increasing scrutiny related to environmental, social, and governance matters, and as a result we also face the risk of liability, boycotts, and damage to our reputation and the value of our hotel brands for any of our initiatives related to these matters or if we (or our franchisees) fail to act responsibly or comply with regulatory requirements in a number of areas, such as safety and security, responsible tourism, environmental stewardship, supply chain management, climate change, human trafficking, diversity, human rights, philanthropy and support for local communities.

The considerable increase in the use of social media over recent years has greatly accelerated the speed at which negative publicity, feedback, criticism and other information, whether or not based in fact, could spread and the scope of its dissemination, which could lead to litigation, increase our costs, or result in a negative impact on our reputation or loss of consumer confidence in our brands.

16 unchanged sentences

• our dependence on our independent franchisees’ skills and access to financial resources necessary to open the desired number of hotels;

• our ability to attract and retain qualified domestic and international franchisees.

• our ability to attract and retain qualified U.S.

and international franchisees.

We are currently planning to further expand in many of the international markets where we currently operate, as well as in select new markets.

1 unchanged sentence

Operations in new foreign markets may achieve low margins or may be unprofitable, and expansion in existing markets may be affected by local economic and market conditions.

Therefore, as we expand internationally, we may not experience the operating margins we expect, our results of operations may be negatively impacted and our stock price may decline.

Therefore, as

we expand internationally, we may not experience the operating margins we expect, our results of operations may be negatively impacted and our stock price may decline.

We may have disputes with the owners of our franchised hotels or their representative franchisee associations.

5 unchanged sentences

We franchise hotels to independent third parties pursuant to franchise agreements.

These agreements may be terminated, renegotiated or expire but typically have an initial term of between ten and thirty years.

These agreements may be terminated, renegotiated or expire but typically have an initial term of between 10 and 30 years.

These agreements also typically contain provisions permitting either party to terminate the franchise agreement upon designated anniversaries of the agreement under certain circumstances and depending on the particular hotel brand that is licensed to the franchisee.

6 unchanged sentences

An extended period of occupancy or room rate declines may adversely affect the operating results and financial condition of our franchisees.

These negative operating conditions could result in the financial failure of our owners and result in a termination of

the franchisee for non-payment of franchise fees or require the transfer of ownership of the franchise.

These negative operating conditions could result in the financial failure of our owners and result in a termination of the franchisee for non-payment of franchise fees or require the transfer of ownership of the franchise.

In those instances where ownership is transferred, there can be no assurance that the new owners will choose to affiliate with our brands.

8 unchanged sentences

We may not be able to recover advances for system services that we may at certain times provide to our franchisees.

The Company is obligated to use the marketing and reservation system fees it collects from the current franchisees comprising its various hotel brands to provide system services, such as marketing and reservations services, that are appropriate to fulfill our obligations under the Company’s franchise agreements.

The Company is obligated to use the marketing and reservation fees it collects from the current franchisees comprising its various hotel brands to provide system services, such as marketing and reservations services, that are appropriate to fulfill our obligations under the Company’s franchise agreements.

In discharging our obligation to provide sufficient and appropriate system services, the Company has the right to expend funds in an amount reasonably necessary to ensure the provision of such services, regardless of whether or not such amount is currently available to the Company for reimbursement.

1 unchanged sentence

The Company’s current franchisees are contractually obligated to pay any assessment the Company imposes on them to obtain reimbursement of any systems services advances regardless of whether the franchisees continue to generate gross room revenue and whether or not they joined the system following the deficit’s occurrence.

However, our ability to recover these advances may be adversely impacted by certain factors, including, among others, declines in the ability of our franchisees to generate revenues at properties they franchise from us.

However, our ability to recover these advances may be adversely impacted by certain

factors, including, among others, declines in the ability of our franchisees to generate revenues at properties they franchise from us.

An extended period of occupancy or room rate declines or a decline in the number of hotel rooms in our franchise system could result in the generation of insufficient funds to recover system services advances as well as meet the ongoing system service needs of our franchisees.

26 unchanged sentences

Risks Related to Our Brands

We are subject to the risks relating to the acquisition of new brands or lines of business.

We are subject to the risks relating to the acquisition of new brands.

From time-to-time, we consider acquisitions of new brands that complement our current portfolio of brands.

22 unchanged sentences

AI is being used to book hotels through targeted in-feed ads that leverage user data to display relevant hotel options based on interests and location, as well as through AI-powered chatbots that can answer booking questions directly within an app, allowing users to seamlessly initiate the booking process while watching videos on the app platform.

In addition, AI can be used to personalize the hotel booking experience by showing users ads for hotels they may be interested in based on their in-app activity.

In addition, AI can be used to personalize

the hotel booking experience by showing users ads for hotels they may be interested in based on their in-app activity.

Our business and profitability could be harmed to the extent that online intermediaries succeed in significantly shifting loyalties from our brands to their travel services utilizing these AI tools, diverting bookings away from our direct online channels, or through their fees, increasing the overall cost of internet bookings for our hotels.

10 unchanged sentences

While our business model is primarily an asset-light, franchising focused business, there are instances where, typically to support the growth of new hotel brands, we may acquire existing operating hotels and acquire real estate for the purpose of developing new hotels.

Of the open hotels in our system, we currently own eight Cambria hotels, one Everhome Suites hotel, one Radisson RED hotel, one Radisson Blu hotel, and one Country Inn & Suites hotel.

Of the open hotels in our system, we currently own 10 Cambria hotels, four Everhome Suites hotel, one Radisson RED hotel, one Radisson Blu hotel, and one Country Inn & Suites hotel.

We are also developing Cambria hotels and Everhome Suites hotels on a standalone basis and with joint venture partners.

10 unchanged sentences

Litigation has been and may continue to be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others.

Litigation of this type could result in substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of operations.

In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States.

Litigation of this type could result in substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of

In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the U.S.

From time to time, we apply to have certain trademarks registered.

There is no guarantee that such trademark registrations will be granted.

We cannot assure you that all of the steps we have taken to protect our trademarks in the United States and foreign countries will be adequate to prevent imitation of our trademarks by others.

We cannot assure you that all of the steps we have taken to protect our trademarks in the U.S.

and foreign countries will be adequate to prevent imitation of our trademarks by others.

The unauthorized reproduction of our trademarks could diminish the value of our brand and its market acceptance, competitive advantages, or goodwill, which could adversely affect our business.

19 unchanged sentences

Because of the scope and complexity of our information technology systems and those of our franchisees, our reliance on third-party vendors, and the nature of the cyber threat landscape, our systems may be vulnerable to intrusions, disruptions, and other significant malicious cyber-enabled incidents, including through viruses, malware, ransomware, denial of service attacks, phishing, hacking, deepfake or malicious social engineering schemes, and similar attacks by criminal actors, foreign governments, activists, and terrorists.

Cybercriminals have increasingly demonstrated advanced capabilities, such as use of zero-day vulnerabilities, and rapid integration of new technology such as generative artificial intelligence and machine learning technologies.

Cybercriminals have increasingly demonstrated advanced capabilities, such as use of zero-day vulnerabilities, and rapid integration of new technology such as generative AI and machine learning technologies.

Our systems may also be vulnerable to human error, negligence, fraud, or other misuse.

15 unchanged sentences

Our customers have a high expectation that we will adequately protect their personal information, and the failure to do so could result in a material adverse impact to our reputation, operations, and financial condition.

Further, the regulatory environment surrounding information security and privacy is increasingly demanding, both in the United States and in the international jurisdictions in which we operate.

If the Company fails to maintain compliance with the various United States and international laws and regulations applicable to the protection of such data or with the Payment Card Industry Data Security Standards, the Company’s ability to process such data could be adversely impacted and expose the Company to fines, litigation or other expenses or sanctions.

Further, the regulatory environment surrounding information security and privacy is increasingly demanding, both in the U.S.

and in the international jurisdictions in which we operate.

If the Company fails to maintain compliance with the various U.S.

and international laws and regulations applicable to the protection of such data or with the Payment Card Industry Data Security Standards, the Company’s ability to process such data could be adversely impacted and expose the Company to fines, litigation or other expenses or sanctions.

Privacy laws and regulations could adversely affect our ability to transfer guest data and market our products effectively and could be applied to impose costs, fines, and operational conditions on our business in the event of perceived non-compliance, and could otherwise impact our results from operations.

7 unchanged sentences

We also rely on a variety of direct marketing techniques, including telemarketing, SMS, email, and postal mailings.

Any future restrictions in laws such as Telemarketing Sales Rule, Controlling the Assault of Non-Solicited Pornography & Marketing Act (CAN-SPAM Act), and various United States state laws, or new federal laws regarding marketing and solicitation or international data protection laws that govern these activities could adversely affect the continuing effectiveness of telemarketing, SMS, email, and postal mailing techniques and could force changes in our marketing strategies.

Any future restrictions in laws such as Telemarketing Sales Rule, Controlling the Assault of Non-Solicited Pornography & Marketing Act (CAN-SPAM Act), and various U.S.

state laws, or new federal laws regarding marketing and solicitation or international data protection laws that govern these activities could adversely affect the continuing effectiveness of telemarketing, SMS, email, and postal mailing techniques and could force changes in our marketing strategies.

If this occurs, we may not be able to develop adequate alternative marketing strategies, which could impact the amount and timing of our revenues.

6 unchanged sentences

A number of states in which our franchisees operate require registration and disclosure in connection with franchise offers and sales.

In addition, several states in which our franchisees operate have “franchise relationship laws” that limit the ability of the franchisor to terminate franchise agreements or to withhold consent to the renewal or transfer of these agreements.

addition, several states in which our franchisees operate have “franchise relationship laws” that limit the ability of the franchisor to terminate franchise agreements or to withhold consent to the renewal or transfer of these agreements.

While our business has not been materially affected by such regulation, there can be no assurance that this will continue or that future regulation or legislation will not have such an effect.

The determination of our worldwide provision for income taxes and other tax liabilities requires estimation and significant judgment and there are many transactions and calculations where the ultimate tax determination is uncertain.

Like many other multinational corporations, we are subject to tax in multiple United States and foreign tax jurisdictions and have structured our operations to reduce our effective tax rate.

Our determination of our tax liability is always subject to audit and review by applicable domestic and foreign tax authorities.

Like many other multinational corporations, we are subject to tax in multiple U.S.

and foreign tax jurisdictions and have structured our operations to reduce our effective tax rate.

Our determination of our tax liability is always subject to audit and review by applicable U.S.

and foreign tax authorities.

Any adverse outcome of any such audit or review could have a negative effect on our business, operating results and financial condition.

11 unchanged sentences

As a result, acting together, they may be able to control or substantially influence the outcome of matters requiring approval by our shareholders, including the elections of directors and the approval of significant corporate transactions, such as mergers, acquisitions, and equity compensation plans.

In addition, if directors and affiliates are acquiring and holding more shares, our share repurchase program may further concentrate our share ownership in our directors and affiliates.

In addition, our share repurchase program may further concentrate our share ownership in our directors and affiliates and increase their influence on such matters.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors