What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2025-11-04 · 79 added, 141 removed, 177 unchanged (55% of the section changed)

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We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise.

We make forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this

report based on the beliefs and assumptions of our management and on information available to us through the date this Form 10-Q is filed with the SEC.

We make forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information available to us through the date this Form 10-Q is filed with the SEC.

Forward-looking statements include information related to our development pipeline;

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our expectations regarding certain claims, legal proceedings, settlements or resolutions;

our expectations regarding additional payments to citizenM Holding BV and certain of its affiliates and the integration of the citizenM hotels into our system and platforms;

our planned hotel sale;

our anticipated investment in Lefay;

our expectations about the conflict in the Middle East;

and other statements that are preceded by, followed by, or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “foresees,” or similar expressions;

and similar statements concerning anticipated future events and expectations that are not historical facts.

We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including uncertainty resulting from economic, political or other global, national, and regional conditions and events, including related to tariffs, trade, travel and other policies;

the risks and uncertainties we describe in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Form 10-K”);

We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including the risks and uncertainties we describe in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”);

Part II, Item 1A of this report;

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BUSINESS AND OVERVIEW

We are a worldwide operator, franchisor, and licensor of hotel, residential, timeshare, and other lodging properties under more than 30 brand names.

We are a worldwide franchisor, operator, and licensor of hotel, residential, timeshare, and other lodging properties under a broad portfolio of compelling brands at different price and service points.

We discuss our operations in the following reportable business segments:

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Our Caribbean & Latin America (“CALA”) operating segment does not meet the applicable accounting criteria for separate disclosure as a reportable business segment, and as such, we include its results in “Unallocated corporate and other.”

Under our asset-light business model, we typically manage or franchise hotels and other lodging offerings, rather than own them.

Under our asset-light business model and consistent with our focus on franchising, management, and licensing, we own or lease very few of our lodging properties.

Under our hotel franchising arrangements, we generally receive an initial application fee and continuing royalty fees, which are typically based on a percentage of room revenues, plus for certain brands, a percentage of food and beverage revenues.

Terms of our management agreements vary, but we earn a management fee that is typically composed of a base management fee, which is a percentage of the revenues of the hotel, and an incentive management fee, which is based on the profits of the hotel.

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& Canada, Europe, and CALA regions), incentive management fees are subject to a specified owner return.

We also have license and other agreements with third parties for certain offerings, such as for our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection, under which we receive royalty fees and certain other fees.

Additionally, we earn fees for other uses of our intellectual property, including primarily co-branded credit card fees, as well as residential branding fees and certain other licensing fees.

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RevPAR may not be comparable to similarly titled measures, such as revenues, and should not be viewed as necessarily correlating with our fee revenue.

We also believe occupancy and average daily rate (“ADR”), which are components of calculating RevPAR, are meaningful indicators of our performance.

We also believe occupancy and average daily rate (“ADR”), which are components of calculating RevPAR, are meaningful indicators of our

Occupancy, which we calculate by dividing total rooms sold by total rooms available for the period, measures the utilization of a property’s available capacity.

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Comparisons to prior periods are on a constant U.S.

dollar basis, which we calculate by applying exchange rates for the current period to the prior

comparable period.

dollar basis, which we calculate by applying exchange rates for the current period to the prior comparable period.

We believe constant dollar analysis provides valuable information regarding the performance of hotels in our system as it removes currency fluctuations from the presentation of such results.

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(1) undergone significant room or public space renovations or expansions, (2) been converted between company-operated and franchised, or (3) sustained substantial property damage or business interruption.

Our comparable properties also exclude MGM Collection with Marriott Bonvoy, Design Hotels, The Ritz-Carlton Yacht Collection, residences, and timeshare properties.

Our comparable properties also exclude MGM Collection with Marriott Bonvoy, Design Hotels, The Ritz-Carlton Yacht Collection, residences, timeshare, and all-inclusive properties.

Business Trends

In the 2025 third quarter, worldwide RevPAR increased 0.5 percent, driven by ADR growth of 0.9 percent.

In the 2025 first three quarters, worldwide RevPAR increased 2.0 percent, driven by ADR growth of 1.9 percent.

& Canada, RevPAR decreased 0.4 percent in the 2025 third quarter and increased 0.9 percent in the 2025 first three quarters, reflecting strong demand at our luxury hotels, offset by weaker business transient demand at our select service hotels largely driven by softness in government travel.

The RevPAR decrease in the 2025 third quarter was also driven by weaker group demand.

In our International regions, RevPAR grew 2.6 percent in the 2025 third quarter and 4.6 percent in the 2025 first three quarters, reflecting higher demand in APEC, EMEA, and CALA.

In Greater China, RevPAR was unchanged in the 2025 third quarter and decreased 0.6 percent in the 2025 first three quarters, reflecting soft macro-economic conditions.

In the 2026 first quarter, worldwide RevPAR increased 4.2 percent, driven by ADR growth of 3.1 percent and occupancy improvement of 0.7 percentage points.

& Canada, RevPAR increased 4.0 percent in the 2026 first quarter, reflecting strong demand across all brand tiers, led by luxury.

In our International regions, RevPAR increased 4.6 percent in the 2026 first quarter, reflecting higher demand in most countries across our APEC, Europe, Greater China, and CALA regions.

Beginning in March 2026, and continuing into the 2026 second quarter, conflict in the Middle East resulted in a sharp decline in RevPAR in our Middle East & Africa region and negatively impacted demand in certain countries in our APEC region.

The continued operational and financial impact on our business depends on the duration and extent of travel disruption resulting from the conflict.

Starwood Data Security Incident

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however, we do not believe this incident will impact our long-term financial health.

See Note 6 for additional information related to legal proceedings, investigations, and insurance recoveries related to the Data Security Incident.

See Note 5 for additional information related to legal proceedings and investigations related to the Data Security Incident.

System Growth and Pipeline

At the end of the 2025 third quarter, our system had 9,721 properties (1,753,722 rooms), compared to 9,361 properties (1,706,331 rooms) at year-end 2024 and 9,068 properties (1,674,600 rooms) at the end of the 2024 third quarter.

In the 2025 first three quarters, we added roughly 47,400 net rooms.

At the end of the 2025 third quarter, we had approximately 3,900 properties and over 596,000 rooms in our development pipeline, which included nearly 36,000 rooms approved for development but not yet under signed contracts.

Our development pipeline included over 250,000 rooms, or 42 percent, that were under construction or in the process of converting to our system at the end of the 2025 third quarter.

Over half of the rooms in our quarter-end development pipeline are located outside U.S.

We currently expect full year 2025 net rooms growth to approach 5 percent, including the rooms associated with the citizenM brand acquisition discussed in Note 2, which are not reflected in the property and room count or development pipeline discussed above.

At the end of the 2026 first quarter, our system had 9,926 properties (1,795,808 rooms), compared to 9,805 properties (1,779,936 rooms) at year-end 2025 and 9,463 properties (1,718,542 rooms) at the end of the 2025 first quarter.

In the 2026 first quarter, we added roughly 15,900 net rooms.

At the end of the 2026 first quarter, we had over 4,100 properties and nearly 618,000 rooms in our development pipeline, which included nearly 34,000 rooms approved for development but not yet under signed contracts.

At the end of the 2026 first quarter, our development pipeline included over 268,000 rooms, or 43 percent, that were under construction, including hotels that are in the process of converting to our system.

Over half of the rooms in our quarter-end development pipeline were located outside U.S.

We currently expect full year 2026 net rooms growth of approximately 4.5 to 5.0 percent.

Properties and Rooms

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Properties Rooms

September 30, 2025 September 30, 2024 vs.

September 30, 2024 September 30, 2025 September 30, 2024 vs.

September 30, 2024

1,961 1,999 (38) (2) % 565,482 572,731 (7,249) (1) %

March 31, 2026 March 31, 2025 vs.

March 31, 2025 March 31, 2026 March 31, 2025 vs.

March 31, 2025

Franchised/Licensed/Other (1)

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146 138 8 6 % 16,521 15,700 821 5 %

(1) In addition to franchised, includes our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection.

9,926 9,463 463 5 % 1,795,808 1,718,542 77,266 4 %

(1) Licensed and other properties include our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection.

Lodging Statistics

The following tables present RevPAR, occupancy, and ADR statistics for comparable properties.

The following table presents RevPAR, occupancy, and ADR statistics for comparable properties.

Systemwide statistics include data from our franchised properties, in addition to our company-operated properties.

Three Months Ended September 30, 2025 and Change vs.

Three Months Ended September 30, 2024

Three Months Ended March 31, 2026 and Change vs.

Three Months Ended March 31, 2025

RevPAR Occupancy Average Daily Rate

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$ 187.70 3.1 %

Nine Months Ended September 30, 2025 and Change vs.

Nine Months Ended September 30, 2024

RevPAR Occupancy Average Daily Rate

2024 2025 vs.

Comparable Company-Operated Properties

& Canada $ 184.92 2.3 % 70.0 % (0.2) % pts.

$ 264.26 2.6 %

Europe $ 241.03 3.4 % 72.8 % 2.4 % pts.

Middle East & Africa $ 127.78 8.3 % 68.3 % 2.1 % pts.

$ 187.07 4.9 %

Greater China $ 81.34 (0.7) % 68.2 % 0.6 % pts.

$ 119.32 (1.6) %

Asia Pacific excluding China $ 125.44 7.4 % 70.7 % 1.1 % pts.

$ 177.39 5.8 %

Caribbean & Latin America $ 193.67 7.4 % 66.2 % — % pts.

$ 292.51 7.4 %

International - All (1)

$ 123.77 4.6 % 69.2 % 1.1 % pts.

$ 178.81 2.9 %

Worldwide (2)

$ 148.94 3.4 % 69.5 % 0.6 % pts.

$ 214.22 2.5 %

Comparable Systemwide Properties

& Canada $ 134.04 0.9 % 70.7 % (0.4) % pts.

$ 189.65 1.5 %

Europe $ 162.54 3.4 % 71.2 % 1.8 % pts.

$ 228.21 0.7 %

Middle East & Africa $ 118.80 9.1 % 67.9 % 2.1 % pts.

$ 175.01 5.8 %

Greater China $ 74.94 (0.6) % 66.7 % 0.4 % pts.

$ 112.42 (1.3) %

Asia Pacific excluding China $ 128.43 8.1 % 71.6 % 1.4 % pts.

$ 179.30 5.9 %

Caribbean & Latin America $ 128.14 4.6 % 63.2 % (0.3) % pts.

$ 202.74 5.1 %

International - All (1)

$ 119.35 4.6 % 68.4 % 1.1 % pts.

$ 174.48 3.0 %

Worldwide (2)

$ 129.13 2.0 % 69.9 % 0.1 % pts.

$ 184.69 1.9 %

(1) Includes Europe, Middle East & Africa, Greater China, Asia Pacific excluding China, and Caribbean & Latin America.

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CONSOLIDATED RESULTS

The discussion below presents an analysis of our consolidated results of operations for the 2025 third quarter compared to the 2024 third quarter and for the 2025 first three quarters compared to the 2024 first three quarters.

The discussion below presents an analysis of our consolidated results of operations for the 2026 first quarter compared to the 2025 first quarter.

Also see the “Business Trends” section above for further discussion.

Three Months Ended Nine Months Ended

Three Months Ended

($ in millions)

September 30, 2025 September 30, 2024 Change 2025 vs.

2024 September 30, 2025 September 30, 2024 Change 2025 vs.

Base management fees $ 314 $ 312 $ 2 1 % $ 979 $ 955 $ 24 3 %

March 31, 2026 March 31, 2025 Change 2026 vs.

Franchise fees $ 872 $ 746 $ 126 17 %

Base management fees 339 325 14 4 %

Incentive management fees 222 204 18 9 %

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Net fee revenues $ 1,398 $ 1,247 $ 151 12 %

The increase in base management fees in the 2025 first three quarters primarily reflected higher RevPAR and rooms growth ($18 million).

The increase in franchise fees in the 2025 third quarter and 2025 first three quarters primarily reflected rooms growth ($25 million and $69 million, respectively) and higher co-branded credit card and other brand-related fees ($34 million and $85 million, respectively).

The increase in franchise fees in the 2026 first quarter primarily reflected higher co-branded credit card fees ($60 million) as well as higher revenue related to our franchised properties due to higher RevPAR, rooms growth ($23 million), and other items.

Owned, Leased, and Other

Three Months Ended Nine Months Ended

Three Months Ended

($ in millions)

September 30, 2025 September 30, 2024 Change 2025 vs.

2024 September 30, 2025 September 30, 2024 Change 2025 vs.

March 31, 2026 March 31, 2025 Change 2026 vs.

Owned, leased, and other revenue $ 412 $ 361 $ 51 14 %

Owned, leased, and other - direct expenses 326 300 26 9 % 950 882 68 8 %

Owned, leased, and other, net $ 94 $ 81 $ 13 16 % $ 272 $ 251 $ 21 8 %

Owned, leased, and other revenue, net of direct expenses, increased in the 2025 third quarter and 2025 first three quarters primarily due to the inclusion of results from the Sheraton Grand Chicago hotel, which was acquired in the fourth quarter of the prior year.

Owned, leased, and other expense

377 332 45 14 %

Owned, leased, and other revenue, net of owned, leased, and other expense

$ 35 $ 29 $ 6 21 %

Cost Reimbursements

Three Months Ended Nine Months Ended

Three Months Ended

($ in millions)

September 30, 2025 September 30, 2024 Change 2025 vs.

2024 September 30, 2025 September 30, 2024 Change 2025 vs.

March 31, 2026 March 31, 2025 Change 2026 vs.

Cost reimbursement revenue $ 4,844 $ 4,655 $ 189 4 %

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Over the long term, our centralized programs and services are not designed to impact our economics, either positively or negatively.

The increase in cost reimbursements, net in the 2025 third quarter and 2025 first three quarters primarily reflected lower expenses related to our insurance program and higher Loyalty Program revenues, partially offset by higher expenses, net of revenues for many of our centralized programs and services.

The decrease in cost reimbursements, net in the 2026 first quarter primarily reflected higher expenses, net of revenues for many of our centralized programs and services, partially offset by lower Loyalty Program expenses.

Other Operating Expenses

Three Months Ended Nine Months Ended

Three Months Ended

($ in millions)

September 30, 2025 September 30, 2024 Change 2025 vs.

2024 September 30, 2025 September 30, 2024 Change 2025 vs.

March 31, 2026 March 31, 2025 Change 2026 vs.

Depreciation, amortization, and other $ 54 $ 51 $ 3 6 %

General, administrative, and other 234 276 (42) (15) % 724 785 (61) (8) %

Restructuring and merger-related (recoveries) charges, and other

General and administrative

219 209 10 5 %

General, administrative, and other expenses decreased in the 2025 third quarter primarily due to lower guarantee reserves ($22 million).

General, administrative, and other expenses decreased in the 2025 first three quarters primarily due to lower compensation costs ($32 million) and lower guarantee reserves ($21 million).

Restructuring and merger-related (recoveries) charges, and other expenses changed in the 2025 third quarter and 2025 first three quarters primarily due to insurance recoveries related to the Data Security Incident discussed in Note 6.

Restructuring and merger-related charges, and other

Non-Operating Income (Expense)

Three Months Ended Nine Months Ended

Three Months Ended

($ in millions)

September 30, 2025 September 30, 2024 Change 2025 vs.

2024 September 30, 2025 September 30, 2024 Change 2025 vs.

Gains and other income, net $ 3 $ 7 $ (4) (57) % $ 6 $ 15 $ (9) (60) %

March 31, 2026 March 31, 2025 Change 2026 vs.

Gains (losses) and other income, net $ 3 $ (2) $ 5 250 %

Interest expense (214) (192) (22) (11) %

Interest income 10 9 1 11 %

Equity in earnings 5 3 2 67 % 10 8 2 25 %

Interest expense increased in the 2025 third quarter and 2025 first three quarters primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($32 million and $100 million, respectively).

Three Months Ended Nine Months Ended

Equity in (losses) earnings

(5) 1 (6) (600) %

Interest expense increased in the 2026 first quarter primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($28 million).

Three Months Ended

($ in millions)

September 30, 2025 September 30, 2024 Change 2025 vs.

2024 September 30, 2025 September 30, 2024 Change 2025 vs.

March 31, 2026 March 31, 2025 Change 2026 vs.

Provision for income taxes $ (210) $ (99) $ (111) (112) %

Provision for income taxes increased in the 2025 third quarter primarily due to higher pre-tax income ($54 million).

Provision for income taxes increased in the 2025 first three quarters primarily due to higher pre-tax income ($67 million) and a shift in earnings to jurisdictions with higher tax rates ($41 million), partially offset by the current year relea s e of tax reserves ($91 million).

Provision for income taxes increased in the 2026 first quarter primarily due to the prior year release of tax reserves ($86 million) and higher pre-tax income ($26 million).

BUSINESS SEGMENTS

The following discussion presents an analysis of the operating results of our reportable business segments for the 2025 third quarter compared to the 2024 third quarter and for the 2025 first three quarters compared to the 2024 first three quarters.

The following discussion presents an analysis of the operating results of our reportable business segments for the 2026 first quarter compared to the 2025 first quarter.

Also see the “Business Trends” section above for further discussion.

Three Months Ended Nine Months Ended

Three Months Ended

($ in millions)

September 30, 2025 September 30, 2024 Change 2025 vs.

2024 September 30, 2025 September 30, 2024 Change 2025 vs.

March 31, 2026 March 31, 2025 Change 2026 vs.

Segment net fee revenues

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Segment net fee revenues

63 62 1 2 % 187 186 1 1 %

Segment profit 45 45 — — %

Segment net fee revenues

85 80 5 6 % 263 239 24 10 %

Segment profit 71 80 (9) (11) %

Properties Rooms

September 30, 2025 September 30, 2024 vs.

September 30, 2024 September 30, 2025 September 30, 2024 vs.

September 30, 2024

March 31, 2026 March 31, 2025 vs.

March 31, 2025 March 31, 2026 March 31, 2025 vs.

March 31, 2025

6,422 6,280 142 2 % 1,073,530 1,048,111 25,419 2 %

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APEC 748 637 111 17 % 158,648 144,447 14,201 10 %

In the 2025 first three quarters, segment net fee revenues grew in the U.S.

& Canada, EMEA, and APEC, compared to 2024, primarily due to rooms growth and higher RevPAR (see the Lodging Statistics and Properties and Rooms tables above for more information).

In the 2026 first quarter, segment net fee revenues grew in the U.S.

& Canada, compared to the same period in 2025, primarily due to higher RevPAR and rooms growth (see the Lodging Statistics and Properties and Rooms tables above for more information).

Additionally, U.S.

& Canada segment profits in the 2025 third quarter and 2025 first three quarters compared to the same periods in 2024 reflected higher cost reimbursement revenue, net of reimbursed expenses ($34 million and $28 million, respectively), higher owned, leased, and other revenue, net of direct expenses ($21 million and $24 million, respectively), and lower general, administrative, and other expenses ($19 million and $25 million, respectively).

Owned, leased, and other revenue, net of direct expenses increased primarily due to the inclusion of results from the Sheraton Grand Chicago hotel, which was acquired in the fourth quarter of the prior year.

General, administrative, and other expenses decreased primarily due to lower guarantee reserves.

& Canada segment profits in the 2026 first quarter compared to the same period in 2025 reflected lower cost reimbursement revenue, net of reimbursed expenses ($72 million).

LIQUIDITY AND CAPITAL RESOURCES

Our long-term financial objectives include maintaining diversified financing sources, optimizing the mix and maturity of our long-term debt, and reducing our working capital.

At the end of the 2025 third quarter, including the effect of interest rate swaps, our total long-term debt (current and noncurrent) had a weighted average interest rate of 4.6 percent, a weighted average maturity of approximately 5.6 years, and a ratio of fixed-rate to total long-term debt of 0.9 to 1.0.

At the end of the 2026 first quarter, including the effect of interest rate swaps, our total long-term debt (current and noncurrent) had a weighted average interest rate of 4.6 percent, a weighted average maturity of approximately 5.8 years, and a ratio of fixed-rate to total long-term debt of 0.9 to 1.0.

Sources of Liquidity

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Sources and Uses of Cash

Cash, cash equivalents, and restricted cash totaled $694 million at September 30, 2025, an increase of $269 million from year-end 2024, primarily due to long-term debt issuances, net of repayments ($2,479 million), net cash provided by operating activities ($2,383 million), and issuances of common stock for our employee stock purchase

plan ($92 million ) , partially offset by share repurchases ($2,300 million), net commercial paper repayments ($960 million), dividends paid ($539 million), capital and technology expenditures ($432 million), the citizenM asset acquisition ($349 million), and financing outflows for employee stock-based compensation withholding taxes ($111 million).

Our ratio of current assets to current liabilities was 0.5 to 1.0 at the end of the 2025 third quarter.

Cash, cash equivalents, and restricted cash totaled $468 million at March 31, 2026, an increase of $97 million from year-end 2025, primarily due to long-term debt issuances, net of repayments ($1,422 million) and net cash provided by operating activities ($858 million), partially offset by net commercial paper repayments ($1,085 million), share repurchases ($700 million), dividends paid ($178 million), capital and technology expenditures ($130 million), and financing outflows for employee stock-based compensation withholding taxes ($124 million).

Our ratio of current assets to current liabilities was 0.5 to 1.0 at the end of the 2026 first quarter.

We have significant borrowing capacity under our Credit Facility should we need additional working capital.

Capital Expenditures and Other Investments

We made capital and technology expenditures of $432 million in the 2025 first three quarters and $408 million in the 2024 first three quarters.

We expect capital expenditures and other investments will total approximately $1,450 million for the 2025 full year, including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities.

This estimate includes $349 million of investment spending related to the citizenM brand acquisition discussed in Note 2, but excludes any additional potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant.

We made capital and technology expenditures of $130 million in the 2026 first quarter and $135 million in the 2025 first quarter.

We expect capital expenditures and other investments will total approximately $1,050 million to $1,150 million for the 2026 full year, including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities (including our planned investment in Lefay, which we assume will occur later this year), but excluding any potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant.

Our anticipated capital and technology expenditures include higher than typical spending on our worldwide technology systems transformation, the overwhelming portion of which we expect to be reimbursed over time, and renovations of hotels in our owned and leased portfolio.

Share Repurchases and Dividends

We repurchased 3.0 million shares of our common stock for $0.8 billion in the 2025 third quarter.

Year-to-date through October 30, 2025, we repurchased 9.7 million shares for $2.6 billion.

We repurchased 2.1 million shares of our common stock for $0.7 billion in the 2026 first quarter.

Year-to-date through April 29, 2026, we repurchased 3.1 million shares for $1.1 billion.

For additional information, see “Issuer Purchases of Equity Securities” in Part II, Item 2.

Our Board of Directors declared the following quarterly cash dividends in 2025 to date:

(1) $0.63 per share declared on February 13, 2025 and paid on March 31, 2025 to stockholders of record on February 27, 2025;

(2) $0.67 per share declared on May 9, 2025 and paid on June 30, 2025 to stockholders of record on May 23, 2025;

and (3) $0.67 per share declared on August 7, 2025 and paid on September 30, 2025 to stockholders of record on August 21, 2025.

On February 12, 2026, our Board of Directors declared a quarterly cash dividend of $0.67 per share, which was paid on March 31, 2026 to stockholders of record on February 26, 2026.

We expect to continue to return cash to stockholders through a combination of share repurchases and cash dividends.

Material Cash Requirements

As of the end of the 2025 third quarter, other than with respect to potential earn-out payments related to our purchase of the citizenM brand discussed in Note 2, there have been no material changes to our cash requirements as disclosed in our 2024 Form 10-K.

As of the end of the 2026 first quarter, there have been no material changes to our cash requirements as disclosed in our 2025 Form 10-K.

See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2025 Form 10-K for more information about our cash requirements.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures.

Our preparation of financial statements in accordance with U.S.

generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures.

We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our 2025 Form 10-K.

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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-Q

Item 2. Management’s Discussion and Analysis