On March 11, 2024, Choice Hotels International, Inc. announced that the expiration of the exchange offer to acquire all of the issued and outstanding shares of Wyndham Hotels & Resorts, Inc and withdrawing its nomination of independent director candidates for election at the Company?s 2024 Annual Meeting of Stockholders. Choice Hotels added that its Board of Directors has approved an increase in the number of shares authorized under its share repurchase program by 5 million shares, which results in a total authorization of approximately 6.8 million shares when added to the remaining number of available shares previously authorized for repurchase. Choice Hotels International issued the statement: Since beginning this process in April 2023, Choice has attempted to engage in good-faith negotiations with the Company through numerous different avenues, including increasing the proposed offer multiple times and expressing an openness to further enhancing the offer with due diligence, offering a one-way NDA to share its confidential information with the Company, and offering above-market regulatory protections.

Given the Company?s refusal to constructively and substantively engage on terms, Choice took the extraordinary step of launching the exchange offer to initiate the regulatory review process and engage with the Company stockholders. While the support from stockholders tendering into the exchange offer was significant considering the number of investors structurally prevented from participating at this stage, it was not sufficient for Choice to conclude ? particularly when taking into account the Company board?s obvious continuing disinterest in a combination ?

that a path towards a transaction is available at this time. As such, Choice has decided not to extend the exchange offer and is withdrawing its slate. Choice intends to continue focusing on its standalone strategy, which the Company is confident will create significant long-term value for its stockholders and franchisees.

Choice Hotels International added that its Board of Directors and management team are enthusiastic about the Company?s go-forward strategy, which is expected to deliver another year of superior growth with projected adjusted EBITDA increasing approximately 10% at the midpoint of guidance, driven by: i) Choice?s unique revenue intense strategy delivering accelerated unit growth and higher royalty revenue per hotel, ii) Choice?s continued realization of the higher-than-expected synergies resulting from the Radisson Americas business integration, iii) Choice?s platform earnings potential, highlighted by the significant outperformance of the co-brand credit card program launched in April. Choice Hotels International mentioned that the exchange offer expired on March 8, 2024 and no shares of the Company stock were purchased by WH Acquisition Corporation, a wholly owned subsidiary of Choice, pursuant to the exchange offer as Choice Hotels decided not to accept any shares pursuant to the offer due to a number of factors, including the refusal of the Company board to engage in constructive discussions on terms and the fact that a number of the conditions to the offer, such as the minimum tender condition, remained unsatisfied as of the expiration date. Further, Choice Hotels has instructed the exchange agent for the exchange offer to promptly return all tendered shares of the Company stock to the tendering stockholders.