ihg-20251231

The hotel industry has long-term growth drivers…

1.6%
US disposable personal income
grew on average by 1.6% per
annum between 2000 and 2025
a.Source: Federal Reserve Economic
Data (FRED)

$62tn
The global consumer class spent
an estimated $62tn in 2025, with this
expected to increase to $80tn by 2030
a.Source: World Data Lab

2.3%
Global hotel room net new
supply grew 2.3% per annum
between 2015 and 2025
a.Source: STR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

Form 20-F

______________________

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE

ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

Commission file number: 1-10409

_____________________

InterContinental Hotels Group PLC

(Exact name of Registrant as specified in its charter)

_____________________

England and Wales

(Jurisdiction of incorporation or organization)

1 Windsor Dials,

Arthur Road, Windsor, Berkshire, SL4 1RS

(Address of principal executive oﬃces)

Nicolette Henfrey

General Counsel and Company Secretary

+44 (0)1753 972000

companysecretariat@ihg.com

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares	IHG	New York Stock Exchange
Ordinary Shares of 20 340 ⁄ 399 pence each	IHG	New York Stock Exchange*

_____________

*Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and

Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual

report:


Ordinary Shares of 20 340 ⁄ 399 pence each	164,711,854

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ý No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934: Yes ☐ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such

filing requirements for the past 90 days: Yes ý No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant

to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

submit such files). Yes ý No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth

company. See definition of “large accelerated filer, "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filerý

Non-accelerated filer☐

Accelerated filer☐

Emerging growth company☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the eﬀectiveness of its

internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm

that prepared or issued its audit report. ý

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included

in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation

received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP ☐	International Financial Reporting Standards as issued by the International Accounting Standards Board ý	Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected

to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No ý

(Applicable only to issuers involved in bankruptcy proceedings during the past five years).

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities

Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes☐ No


Auditor Firm Id: 876	Auditor Name: PricewaterhouseCoopers LLP	Auditor Location: Birmingham, United Kingdom



4	IHG	Annual Report and Form 20-F 2025



	Chair’s statement

Celebrating progress,

shaping

what’s next

“During my time spent with our many

stakeholders in 2025, I heard first-hand about

the impact of our work and can see how

this translates into a strong track record

of trust and long-term value creation for

investors and all other IHG stakeholders.”

Deanna Oppenheimer

Non-Executive Chair

Important strategic progress was made

in 2025, with the power of IHG® Hotels

& Resorts’ global scale, resilient business

model and talented colleagues driving

a strong financial performance, system

size growth and further enterprise-wide

enhancements.

These achievements, made against

the backdrop of a challenging economic

and geopolitical environment, underline

the success of IHG’s long-standing

strategy to develop a broad portfolio

of distinct brands that deliver great

guest experiences and strong owner

returns, allied to a resilient, asset-light,

fee-based, predominantly franchised

business model. This approach forms a

strong base from which to build global

scale, attract millions of guests, form

enduring relationships with thousands

of owners, and continually invest in

core aspects of our offer.

Importantly, it is a model that is highly cash

generative and enables reinvestment in

critical areas. This has further strengthened

IHG in 2025, enhancing performance,

efficiency, competitiveness and growth,

alongside creating surplus funds to

return to shareholders. This includes

elevating the quality and operation of

existing brands, such as our Holiday Inn®

Brand Family, and meeting the evolving

needs of guests and owners with

the acquisition of Ruby™ and the

development of Noted Collection™,

our new premium collection brand,

which we recently launched to build on

the successes of our other collection

and conversion brands. The ability

to properly harness transformational

technological change is also essential

in driving competitive advantage and

remains a key focus in our efforts to

deliver richer guest experiences and

stronger owner returns.

Critical to our progress is close

collaboration and regular dialogue

throughout the year with our

thousands of owners and through

the IHG Owners Association.

As we grow, we place great importance

on ensuring we do so sustainably,

reflecting our values as a business and

those of our stakeholders. I was pleased

to see further progress made during

the year on our Journey to Tomorrow

responsible business plan, guided by

our purpose of providing True Hospitality

for Good – a commitment to care for

our people and the world around us that

helps ensure our hotels not only bring

prosperity to thousands of communities

but also care where it is needed most.

Equally, it is also important we acknowledge

areas where we can drive even greater

impact, and we will be reviewing

and updating our plans and approach

in 2026.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	5

Colleague engagement

IHG’s overall progress is a testament

to the in-depth, shared understanding

colleagues have of the Company’s

strategic direction and focus areas,

which was reflected in various feedback

forums, including the work of our

designated Voice of the Employee

Non-Executive Director and IHG’s

Colleague HeartBeat survey.

I saw the impact of this alignment

throughout the year, including when

visiting Dubai in the United Arab Emirates,

where the Board and I toured several of

IHG’s world-class properties, and assessed

plans to capitalise on the wider region’s

significant growth opportunities. This is

echoed across high-value markets globally

and during my time spent with our many

stakeholders in 2025, I heard first-hand

about the impact of our work and can

see how this translates into a strong

track record of trust and long-term value

creation for investors and all other IHG

stakeholders. On behalf of the Board,

I would like to congratulate Elie and his

executive team for delivering success

across so many fronts this year.

The role of the Board

Amid a shifting global landscape,

strong governance is fundamental to

the success of any business, as is the

flexibility to adapt thinking and plans

while progressing towards longer-term

ambitions. The Board’s role is to support

and constructively challenge the Executive

Committee on how we prioritise, manage

risk, grow and generate future value.

Focus areas in 2025 spanned brand

growth; the effective and responsible use

of artificial intelligence; in-depth analysis

of our operations and performance across

our three regions; talent attraction and

Company culture; and our approach to

cybersecurity risk management, including

assessing threats and recovery plans.

A key aspect of my role as Chair is

to encourage the Board’s ongoing

development and to oversee changes

that bring new expertise and insights,

reflecting the evolving nature of the

business and stakeholder expectations.

During the year, we appointed Nicholas

Cadbury as Non-Executive Director,

who will join the Board on 1 March 2026.

Nicholas brings extensive experience

in global hospitality and the travel sector,

alongside expertise in finance, technology,

sustainability and commercial property.

125.9¢

Final dividend proposed for 2025

(2024: 114.4¢).

184.5¢

Total dividend proposed for 2025

(2024: 167.6¢).

>$1.1bn

returned to shareholders through share

buyback programme (completed in

December 2025) and ordinary dividends.

$950m

share buyback programme approved

for 2026.

As part of a sustained focus on talent

within the business, IHG revised its

Directors’ Remuneration Policy during

2025 following a comprehensive review

of arrangements for Executive Directors

and other senior roles. This was a priority

to help secure talent that has been highly

effective in advancing strategic priorities

and creating shareholder value. We

undertook several rounds of shareholder

consultation and carefully considered

feedback before presenting resolutions

for our report and revised policy at

the 2025 AGM. We were pleased

with shareholders’ support of these

resolutions, which provide a robust

framework for attracting and retaining

senior talent in the future.

We also announced one leadership

change during the year, with Tejas

Katre succeeding Wayne Hoare as Chief

Human Resources Officer, following

Wayne’s retirement at the end of 2025.

I would like to thank Wayne for his

tremendous contribution, particularly

for his role in enriching IHG’s culture

to position the Company for long-term

success. I would also like to congratulate

Tejas on his appointment. Succession

planning and talent development have

been hallmarks of IHG for many years

and Tejas brings substantial experience

to the role, including a strong track

record of excellent results during his

eight years with IHG in global and

EMEAA-based HR positions.

Shareholder returns

Following a strong financial performance

this year, I am pleased to announce

the Board is recommending a final

dividend of 125.9 cents per ordinary share,

an increase of 10% on the final dividend

for 2024. An interim dividend of 58.6 cents

was paid in October 2025, taking the

total dividend for the year to 184.5 cents,

representing a year-on-year increase

of 10% for the fourth consecutive year.

We continued our strong track record

of delivering shareholder returns by

successfully completing a $900m share

buyback programme in December 2025,

taking the total returns for the year

to over $1.1bn. The Board has approved

a further share buyback of $950m over

the course of 2026, which will result in

cumulative returns of more than $5bn

over five years. The Board expects IHG’s

business model to continue its long-term

track record of generating substantial

capacity to enable investment plans

that drive growth, fund a sustainably

growing ordinary dividend, and return

surplus capital to our shareholders.

Looking ahead, we must remain alive

to a shifting global landscape shaped

by macro-economic and geopolitical

uncertainty and conflict in parts of

the world. What remain unchanged,

however, are the industry’s long-term

growth drivers, such as people’s

enduring desire to travel, rising GDP

in emerging markets and increasing

appetite for branded hotel players,

all of which are contributing to record

levels of travel. We have strategically

positioned the business to capture

this demand, with investment across

our enterprise designed to drive

both guest and owner preference

for IHG and, in turn, the responsible

growth of our brands in key markets

and segments.

As ever, our success has been driven

by dedicated, passionate colleagues

throughout our hotels and offices,

who put guests and owners at the

heart of our plans. I would like to

thank them for all their hard work

and commitment and our owners for

their continued confidence in IHG.

Deanna Oppenheimer

Non-Executive Chair



6	IHG	Annual Report and Form 20-F 2025



	Our brands

A brand for

everyone

A broad selection of brands

and an estate of more than

6,900 hotels thoughtfully

designed to meet the needs

of a range of guests and

owners globally.

Complementing our portfolio of

established brands, we have launched

or acquired 10 new brands in the

past decade to increase the breadth

of our offer across segments, from

Essentials to Luxury & Lifestyle.

The breadth of our portfolio and strength

of our wider enterprise allows us to meet

growing demand for branded hotels

and is accelerating our expansion in

high-growth markets, as guests seek

new experiences and owners look

to use the advantages of our global

scale and systems.

This demand includes increasing

appetite for quicker-to-market

conversions, which generated over

50% of all room openings in 2025, as

independent owners seek fast access

to IHG’s scale and enterprise platform,

including our digital channels, IHG

One Rewards loyalty programme,

hotel technology and IHG Hotels

& Resorts masterbrand.

Illustrating the confidence owners

have in IHG, in 2025 we opened

a record 443 hotels and signed

another 694 to take our pipeline

to 2,292 properties.



	Our masterbrand and loyalty programme


	Our masterbrand is increasing the visibility and appeal of our brands and capturing demand for our hotels, with our strategy putting it in more places, more often. This includes our global Guest How You Guest marketing campaign, strategic partnerships and ‘By IHG’ brand endorsement – all of which combine to lift awareness and brand favourability.


	Our IHG One Rewards loyalty programme is critical to our business and future growth. In 2025, the programme grew to over 160 million members, who booked 66% of all room nights globally.


+	More on pages 34 to 35.


+	More on pages 36 to 37.

InterContinental Indianapolis, US.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	9


Financial performance		Regional growth
In 2025, we delivered a strong financial performance, with growth in revenue and operating profit supporting a solid increase in adjusted EPS, with over $1.1 billion returned to shareholders.		We opened a record 443 hotels in the year and added a further 694 properties into our pipeline, reflecting the strength in owner demand for our world-class brand portfolio.
Global RevPARa	Net system size growth	Americas
+1.5%	4.7%c
Signings (rooms)	Total gross revenue in IHG’s systema
102,054	$35.2bn
Total revenue	Revenue from reportable segmentsb	EMEAA
$5,189m	$2,468m
Operating profit	Operating profit from reportable segmentsb
$1,198m	$1,265m
Basic EPS	Adjusted EPSa,b	Greater China
490.9¢	501.3¢
Total dividend for the year	Share buyback programme
184.5¢	$900m


+	More on pages 96 to 97.

2025

2024

2025

2024

4.7%c


2025	2024
Room openings

2025

2024

2025

2024

025

2024


2025	2024
Room signings


+	More on page 100 to 101.

2025

2024

2025

2024

20252024


2025	2024
Room openings

2025

2024

2025

2024


2025	2024
Room signings


+	More on page 104 to 105.

2025

2024

2025

2024

2025

2024


2025	2024
Room openings

2025

2024

2025

2024


2025	2024
Room signings

a.Definitions for key performance measures can be found in the use of key performance measures and Non-GAAP measures section, which can be found on pages 107 to 112.

b.Use of Non-GAAP measures: In addition to performance measures directly observable in the Group Financial Statements (IFRS measures), additional financial measures

(described as Non-GAAP) are presented that are used internally by management as key measures to assess performance. Non-GAAP measures are either not defined

under IFRS or are adjusted IFRS figures. Further explanation in relation to these measures can be found on pages 107 to 112, and reconciliations to IFRS figures,

where they have been adjusted, are on pages 250 to 256.

c.Net system size growth of 4.7% after adjusting for the impact of removing 7,092 rooms previously affiliated with The Venetian Resort Las Vegas in January 2025.

Net system size growth of 4.0% on a reported basis.



10	IHG	Annual Report and Form 20-F 2025



	2025 in review continued


	Stakeholders
By investing in our iconic brands and our leading loyalty programme, while at the same time prioritising digital innovation and sustainability, we have continued to improve guest experiences, expand our portfolio, and deliver strong returns for our hotel owners and shareholders.


	Shareholders and investors


	Hotel owners


+	More on page 126.

+16%

Adjusted EPSb growth.

–Total dividend payments of $270m

and $900m share buyback

programme completed, delivering

combined returns of over $1.1bn.

–New $950m share buyback

programme approved for 2026.

–Americas RevPAR growth +0.3%;

EMEAA +4.6%; Greater China -1.6%.

–Reached 6,963 open hotels;

adjusted net system growth +4.7%a.

–Pipeline growth +4%.

–Operating profit of $1,198m

and basic EPS of 490.9¢.

–Fee marginb 64.8%, up +3.6%pts,

driven by positive operating

leverage and step-ups in ancillary

fee streams.


+	More on pages 25 and 44.

83%

of room revenue booked

through IHG-managed

channels and sources,

providing higher value

customers at lower cost

of acquisition.

–Expanded tech rollout to

capture demand, drive revenue

and optimise operations.

–Guest How You Guest marketing

campaign and strategic

partnerships helped achieve

all-time high of IHG masterbrand

awareness in the US.

–New brand prototypes and

procurement solutions launched to

drive revenue and reduce costs.

–Acquired Ruby, providing

owners with a flexible city

concept to grow with IHG.


	Guests


	People


+	More on page 44.

>160m

members for IHG One

Rewards loyalty programme,

with enrolments up 25% YOY.

–Year-on-year improvement in

global Guest Love; outperformed

key competitors on Guest

Satisfaction Index in all

three regions.

–Elevated guest experience

through new destinations and

AI-powered technology.

–New and continued loyalty

partnerships and experiences.

–Enhanced award-winning

mobile app, which achieved

nine million downloads

in the year.

–New features delivered through

updated hotel designs, F&B

and service.


+	More on page 45 and pages 62 to 67.

87%

employee engagement

to maintain place in top

quartile of employers.

–Enriched culture with greater

focus on performance;

enhanced colleague benefits.

–Strengthened learning and

development offer through

IHG® University.

–Named in the Fortune 100

Best Companies to Work

For® 2025 list by Great Place

To Work® and Fortune, reflecting

our ongoing commitment to

enhancing workplace culture

and colleague benefits.


	Communities and suppliers


	Planet


+	More on page 45 and pages 68 to 69.

10.2m

lives improved since 2021

through our collective

action and work with

charity partners.

–Teamed up with charities

to provide skills training and

job opportunities through

IHG® Academy.

–40,000 colleagues supported

work of more than 700 charities.

–Supported charities in relief

and recovery efforts following

22 natural disasters.

–5.4 million people supported

through partnership with

Action Against Hunger since

2024 launch.


+	More on pages 70 to 73.

hotel energy conservation

measures now in place to

increase energy efficiency

and reduce costs for owners.

–10.2% reduction in energy

per available room and a

11.0% reduction in carbon

per available room compared

with 2019 baseline. Total

carbon emissions increased

7.7% over same period as

system size grew significantly.

–Expanded Low Carbon

Pioneers programme to help

us test, learn and share findings

on sustainability measures.

–Launched water conservation

guidebook for hotels in

Americas and EMEAA.

a.Net system size growth of 4.7% after adjusting for the impact of removing 7,092 rooms previously affiliated

with The Venetian Resort Las Vegas in January 2025. Net system size growth of 4.0% on a reported basis.

b.Definitions for Non-GAAP measures can be found on pages 107 to 112. Reconciliations of these measures to the

most directly comparable line items within the Group Financial Statements can be found on pages 250 to 256.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	13

Thanks a million!

In 2025 we recognised a landmark

moment for IHG: one million open

rooms globally. But we didn’t stop there.

We opened more hotels than ever before,

surpassing several milestones along the

way, including 4,100 open hotels in the

US, 800 in Greater China and 50 in India.

Plus, we celebrated our 50th anniversary

in Greater China and in Saudi Arabia.

Going above and beyond

Our dedicated hotel teams around

the world deliver warm welcomes and

magical memories every single day.

Driving this success is our passion for

delivering True Hospitality for Good,

which was beautifully captured at the

Hotel Indigo® Madrid – Gran Via when

a guest discovered she had lost

her purse on her return to the hotel

following a day out. On hearing this,

a member of the team drove several

hours to retrace her steps, found it

and quietly left it at the front desk

for her to collect.

Brand new

Our acquisition of premium urban

lifestyle brand Ruby in 2025 brought an

exciting, distinct and high-quality offer

for both guests and owners in popular

city destinations. “This acquisition

demonstrates our focus on building

our presence in large, attractive industry

segments and using our experience

of integrating and growing brands

and hotel portfolios,” said Elie Maalouf,

Chief Executive Officer, IHG Hotels

& Resorts. "The urban micro space

is a franchise-friendly model with

attractive owner economics, and we

see excellent opportunities to not

only expand Ruby’s strong European

base but also rapidly take this exciting

brand to the Americas and across

Asia, as we have successfully done

with previous brand acquisitions.”



16	IHG	Annual Report and Form 20-F 2025



	2025 in review continued

Game-changing tech

Our powerful suite of technology is

deepening loyalty to our brands and

sharpening our competitive edge.

We are driving advantages from

artificial intelligence (AI) across our

entire enterprise, including improved

guest experiences, customer acquisition

and hotel performance. Examples of

this include our revenue management

system incorporating data science,

machine learning and forecasting tools

to deliver advanced insights and

recommendations along with

enhancements to our IHG One Rewards

mobile app that are unlocking the

full power of our loyalty programme

in fresh ways.

That winning feeling

The investment, quality and trust

placed in our brands again resulted

in an award-winning year in 2025.

Among the many highlights were

Holiday Inn being recognised by Time

magazine as one of the World’s Best

Brands and voco hotels™ being voted

World’s Leading Premium Hotel Brand

at the 2025 World Travel Awards.

Our strong reputation in Luxury &

Lifestyle was reflected in dozens of

accolades across individual properties

and brands, including Regent® being

ranked among Travel + Leisure’s

Most Loved Hotel Brands. Bravo!

Reaching new markets

Global demand for our brands

continued to grow at pace in 2025,

with 32 country debuts for individual

IHG brands. These included Garner™

in Mexico, Atwell Suites™ in Greater

China and Kimpton® Hotels &

Restaurants reaching Germany

and Portugal for the first time.



18	IHG	Annual Report and Form 20-F 2025



	Chief Executive Officer’s review

Accelerating growth,

achieving

potential

“I am incredibly proud of our accomplishments

and ability to capture travel demand across

geographies, chain scales and stay occasions

through an unwavering commitment to care,

quality and trust that underpins our purpose

to provide True Hospitality for Good.”

Elie Maalouf

Chief Executive Officer

This year we have accelerated the

growth of our brands, deepened

owner and guest relationships, made

significant strategic progress and

delivered strong financial performance.

Through these achievements, we’ve

collectively propelled the business

to several growth milestones,

including surpassing one million

open rooms globally.

I am incredibly proud of our

accomplishments and ability to

capture travel demand across

geographies, chain scales and stay

occasions through an unwavering

commitment to care, quality and

trust that underpins our purpose

to provide True Hospitality for Good.

Global RevPAR was up +1.5% year-on-

year, despite some turbulent trading

conditions. In the Americas, RevPAR

was up +0.3%, with US RevPAR -0.1%.

In EMEAA, RevPAR grew +4.6%, driven

by particularly strong performances

in Continental Europe, East Asia &

Pacific and the Middle East. In Greater

China, RevPAR was down -1.6%,

however, the region returned to

growth in Q4.

This performance, coupled with fee

margin growth and disciplined cost

management, helped drive operating

profit up 15% year-on-year to $1,198m.

Operating profit from reportable

segments rose 13% to $1,265m. Basic

EPS was 490.9 cents, while adjusted

EPS grew 16%, ahead of our target of

12%–15% average annual growth over

the medium to long term. We also

returned more than $1.1bn to shareholders

through ordinary dividend payments and

a $900m share buyback programme,

and a new $950m share buyback

programme has been approved

for 2026.

Owner confidence in our brands and

powerful enterprise led to the opening

of 443 hotels – a record number – which

contributed to adjusted net system

size growth of 4.7%a. We signed a further

694, taking our development pipeline

to 2,292 hotels, which represents

future system size growth of 33%.

Strategic progress

Our performance is driven by investment

in our brands and the enterprise that

supports them. We continued to invest

in our established brands, with our

Holiday Inn Brand Family generating

35% of openings and signings in 2025.

A transformed presence in Luxury

& Lifestyle in recent years means

these brands now represent 14% of our

system size and 22% of our pipeline.

Among key openings in 2025 were

Kimpton Naluria Kuala Lumpur – the

brand’s first in Malaysia – InterContinental®

a.Net system size growth of 4.7% after adjusting for the impact of removing 7,092 rooms previously affiliated with The Venetian Resort Las Vegas

in January 2025. Net system size growth of 4.0% on a reported basis.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	19

Presidente Monterrey in Mexico and

Ciel Dubai Marina, Vignette Collection

in the United Arab Emirates – the world’s

tallest hotel.

In 2025 we also met growing guest

and owner demand in the premium

segment with the acquisition of urban

lifestyle brand Ruby to strengthen our

presence in popular city destinations,

and began 2026 with the launch of

Noted Collection, a new premium

collection brand.

These two additions join a stable of

newer brands already gaining traction

in key markets globally. This includes

premium conversion brand voco, which

has reached more than 100 open hotels

in just seven years since launch; midscale

conversion brand Garner, which has

grown to 166 open and pipeline hotels

across 12 countries in just over two years

and is IHG’s fastest-ever scaling of a

brand globally; and Atwell Suites, which

expanded from the US into Greater China

in 2025. Collectively, our 10 newer brands

now account for 10% of total current

system size and 22% of the pipeline,

underlining their future growth potential.

Our leading IHG One Rewards loyalty

programme is a critical component

of our wider enterprise. Enrolments

increased by 25% in 2025, helping grow

membership to more than 160 million,

with Reward Night redemptions up 9%

year-on-year as members increasingly

engage with and receive value from

IHG One Rewards. The programme

also played a key role in elevating

awareness of our IHG Hotels & Resorts

masterbrand, supported by our strategic

partnerships with sporting events and

other leading brands, the growth of

our US co-brand credit card customer

base, and the expansion of the latest

instalment in our Guest How You

Guest global marketing campaign.

The role of technology

Our leading suite of technology continues

to strengthen how owners promote their

hotels, optimise operations and engage

with guests. Nine million mobile app

downloads were made in 2025, fuelled

by improvements to drive direct bookings

and loyalty engagement. We made

significant progress working with third-

party suppliers on our cloud-based

platforms: our Guest Reservation System

is helping maximise guest choice and

owner value across our global estate;

an AI-powered revenue management

system is incorporating leading forecasting

tools to drive top-line revenue in every

eligible IHG hotel globally; and new

cloud-based property management

systems are rolling out globally to deliver

fast, efficient enhancements to hotels.

We also began work on a new customer

relationship management platform to

strengthen customer acquisition and

deepen loyalty with our guests, and a

new digital content platform to support

owners in showcasing their hotels more

effectively in an increasingly AI-driven

world. We are embedding AI across our

technology eco-system to elevate guest

experiences, customer acquisition and

hotel performance, while at the same time

driving efficiencies across the business.

Collectively, our strategic progress

led to 83% of room revenue at hotels

in our system being booked through

IHG-managed channels and sources,

demonstrating our growing ability

to provide owners with higher value

customers at a lower cost of acquisition.

Controlling costs is a core part of

the value we provide owners and we

collaborate closely to reduce the cost

to build, open and operate our hotels,

while at the same time working with trade

bodies and governments on behalf of

owners to secure policy support for their

businesses and the wider hospitality

and travel industry.

Growing responsibly

As we operate and grow our business,

we do so responsibly for our people

and the world around us. Whether in our

hotels or offices, our inclusive, welcoming

culture is central to our progress, and

we took further steps in 2025 to attract

and retain the talent we need to succeed

globally and work with partners to create

opportunities and skills building for all.

In our communities, we provided support

in times of natural disaster, created job

opportunities, and have helped combat

food insecurity for more than five million

people since the 2024 launch of our

partnership with Action Against Hunger,

alongside giving back to thousands

more during our annual Giving for Good

month. We also continued to test, learn,

and share findings on sustainability

measures by expanding our industry-first

Low Carbon Pioneers programme, and

took further action to reduce emissions,

water usage and waste through new

technology, updated brand standards

and hotel guidance.

Through work to improve the efficiency

of our hotels, we achieved double-digit

reductions in both emissions and energy

per available room compared with a

2019 baseline. However, as set out during

the year, the lack of sufficient clean energy

infrastructure in our markets, alongside our

successful opening of more hotels, means

that total carbon emissions have increased

overall since 2019. Looking ahead to 2026,

we will refresh elements of our Journey

to Tomorrow responsible business plan.

This will be an important step towards

strengthening our ability to navigate varied

and complex energy infrastructure and

regulatory landscapes across our global

markets, and further drive impact in the

programme’s priority areas.

Among my many highlights of 2025

was spending time with guests, owners,

colleagues and investors in different

markets – from the US, China and

Germany to Japan, Saudi Arabia, the

United Arab Emirates and Singapore –

seeing and hearing how the exceptional

work we are doing is driving economic

development, hotel performance, brand

growth and further trust in IHG. Our

partnership with owners is the foundation

of our progress and I was inspired to

see how closely we work together to

achieve outstanding guest experiences,

with year-on-year improvement in Guest

Love and outperformance versus key

competitors in all three regions in the

external Guest Satisfaction Index.

We are generating considerable

momentum across the business, and

have plenty to look forward to in 2026

and beyond, fuelled by continued

execution of our strategy and strong

industry growth drivers. Oxford

Economics forecasts the number of

global hotel room nights consumed

to grow annually at an average rate of

+3.6% through to 2035, with new room

supply globally projected to continue

its healthy growth.

I would like to thank our Board for its

support throughout 2025, our talented

and dedicated colleagues for bringing

True Hospitality to so many new

destinations around the world, and our

owners for their continued partnership.

I look forward to driving further

success together.

Elie Maalouf

Chief Executive Officer



20	IHG	Annual Report and Form 20-F 2025



	Industry overview

A strong and resilient

sector full of

opportunity

We operate in an industry with

high growth potential, underpinned by

strong long-term fundamentals.

The global hotel industry remains

poised for long-term growth, supported

by stable employment markets, robust

levels of business activity and resilient

leisure demand. While in some countries

geopolitical risk and the economic

outlook present uncertainties, the overall

environment is one that is supportive to

the industry.

The $750 billion hotel industry has

compelling structural growth drivers,

underpinned by factors including the

inherent needs and desires to travel

for business and leisure purposes, and

an expanding middle class in emerging

markets with increasing disposable

incomes. Travel continues to be an area

of resilient discretionary spending by

consumers, while demand for business

travel remains robust. Easing inflationary

pressures and the turn in the interest

rate cycle over the past 12 months has

supported robust levels of business

activity and economic growth.

In what is a relatively fragmented sector,

with 57% of rooms affiliated with a global

or regional chain, competitor pressure

in the branded space remains intense, as

all major players pursue growth strategies

through a combination of organic

growth, partnership arrangements

and acquisitions.

Branded hotel penetration has steadily

increased as a long-term trend, with

this expected to continue to grow

as consumers look to trusted brands

to meet their evolving expectations,

particularly when it comes to state-of-

the-art technology and the skills, scale

and resources required to provide

enjoyable, effective and sustainable

stays. Hotels affiliated with a major

global brand and enterprise system also

tend to generate higher owner returns.

There remains a long-term need for

new hotel supply to satisfy the demand

drivers previously mentioned. Global

hotel room net new supply increased

at a CAGR of 2.3% over the 10 years

from 2015 to 2025, with industry

forecasts showing a similar rate in

the years beyond.

Cost remains a significant barrier to

building a scale position in the global

hotel industry, whether that’s due

to investment to build and maintain

the properties, establishing strong

loyalty programmes and technology

platforms, or developing and marketing

leading brands.

The hotel industry is cyclical: long-term

fluctuations in RevPAR tend to reflect

the interplay between industry demand,

supply and the macro-economic

environment. At a local level, political

and economic factors, as well as those

such as terrorism, oil market conditions

and significant weather events, can

also impact demand and supply. While

the potential for macro-economic

challenges from factors such as

lingering inflation, international trade

barriers and geopolitical flashpoints

create some ongoing uncertainty

going into 2026, the attractive industry

fundamentals that led to the sector

outpacing global economic growth

in 19 out of 26 years between 2000

and 2025 remain firmly in place for

the long term.

As a global business, with a footprint

in more than 100 countries, operating

in the midst of change and uncertainty

is something IHG is very used to, and

one of our greatest strengths. Our

strategy of developing a strong brand

portfolio that is diversified by geography,

brand segment and fee-based income

streams, and powered by a strong loyalty

programme, means IHG is well positioned

to remain resilient through varying

economic cycles.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	21

1.4x


A		Top five: 24%

B		Smaller brand groups and independents: 76%

a.Includes IHG, Marriott International, Inc.,

Hilton Worldwide Holdings Inc., Wyndham

Hotels & Resorts Inc., Accor S.A.

2025

2024

2023

2022

2021

Hotel industry revenue

2025

2024

2023

2022

2021

2020

GDP



22	IHG	Annual Report and Form 20-F 2025



	Trends shaping our industry

Continuing to

evolve and

adapt

The travel and tourism industry continues

to demonstrate strong fundamentals.

Despite the current backdrop of

macro-economic uncertainty, intent

to travel remains high.

Continued technological advancement

in AI is changing consumer behaviours

and expectations, and transforming

operations across the hospitality

landscape. Meanwhile, the growing

attractiveness and potential of Asian

and Middle Eastern markets, alongside

the emergence of experience-

driven consumers, is redefining

global travel demand.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	23


Accelerating growth in Asia and the Middle East

	Oxford Economics predicts that Asia Pacific and the Middle East will account for over 15 billion domestic and inbound nights by 2035 (up from 10 billion in 2025), representing 45% of global nights. To address emerging demand, hotel companies must adapt to varied consumer preferences and behaviours, including varying travel motivations, the use of local planning sources, and purchases through local channels. Loyalty programmes will need to be tailored to regional expectations, offering benefits and experiences that resonate with local customers, and are delivered in their native language. Hotel stay product and formats also need to be carefully tailored to reflect local preferences and cultural expectations for domestic travellers. This includes adapting amenities, food and beverage offerings, and guest services to meet the unique needs of regional travellers. By aligning product features and service delivery with local tastes, hotel companies can enhance guest satisfaction and loyalty, ensuring their offerings resonate with both domestic and international visitors.	Our responses include: –Expanding our presence in key future growth markets, including surpassing 50 open hotels in India, reaching 100 open and pipeline hotels in Saudi Arabia, and growing to more than 800 open hotels in China. –Adapting to local booking preferences in key markets, such as partnering with Rakuten and launching the LINE mini app in Japan, to connect guests and IHG via preferred channels. –Launching the next generation Holiday Inn Express® format in China to improve guest satisfaction and investment returns, alongside debuting lifestyle brand Atwell Suites in China.

Asia Pacific and the Middle East are becoming increasingly significant contributors to the global travel market, with the economic development of countries such as China, India and Saudi Arabia driving higher travel demand.


1
Kimpton KAFD Riyadh, Saudi Arabia, which opened in August 2025, marking the debut of Kimpton in the Middle East.


2
The Racquet Bar by IHG at the 2025 US Open Tennis Championships.



24	IHG	Annual Report and Form 20-F 2025



	Our business model


	What we do
	We provide an enterprise platform for hotel owners to join the IHG system through a family of 20 hotel brands and IHG One Rewards, one of the world’s largest hotel loyalty programmes. Our overall enterprise, including our brands and technology, meets clear guest needs and generates strong returns for our hotel owners. This in turn attracts further new-build hotel investment and existing hotels to convert to IHG’s brands, which grows our system size. We predominantly franchise our brands and manage hotels on behalf of third-party hotel owners, with the decision largely driven by market maturity, segment complexity and owner preference.


	The growth of our business relies on two fundamental drivers:



	–increasing revenue per available room (RevPAR); and



	–expanding the number of rooms in our system.

RevPAR indicates the value guests ascribe

to a given hotel brand or market, and

grows when they stay more often or pay

higher prices. Room supply and the size

of our system also reflect capturing

structural growth drivers of increasing

demand to travel and experience, as well

as the attractiveness of the hotel industry,

and IHG, as an investment opportunity

from a hotel owner’s perspective.

IHG is an asset-light business, with a

focus on growing fee revenues and fee

margins, which we can do with limited

capital requirements. This enables us

to grow and invest in our business while

generating high returns on invested

capital and strong cash flow.

Hotels in the Essentials category tend

to be franchised, while Luxury & Lifestyle

hotels are predominantly managed. Our

broad geographic spread and weighting

towards essential business and domestic

leisure drives comparative resilience

during times of economic downturn.

We have made excellent progress in

expanding our presence in the Luxury

& Lifestyle segment, which generally

generates higher fees per room.

This category is currently 14% of

IHG’s system size and comprises

22% of the future growth pipeline.

We do not employ colleagues

in franchise hotels, nor do we

control their day-to-day operations,

policies or procedures. That being

said, IHG and our franchise hotels are

committed to delivering a consistent

brand experience and conducting

business responsibly and sustainably.

Total system size

1,026,177

rooms

System size by

Type


¢	Franchiseda	73%
¢	Managed	27%
¢	Owned & Leased	<1%

System size by

Region


¢	Americas	52%
¢	EMEAA	28%
¢	Greater China	20%

System size by

Categoryb


¢	Luxury & Lifestyle	14%
¢	Premium	15%
¢	Essentials	60%
¢	Suites	9%
¢	Exclusive Partners	2%

Total development

pipeline

339,526

rooms

a.Includes Iberostar Beachfront

Resorts, which joined

IHG’s system and pipeline

as part of a long-term

commercial agreement.

b.Adjusts for the small number

of hotels currently categorised

as 'Other' for example where

these are prior to conversion).

Pipeline by

Type


¢	Franchiseda	59%
¢	Managed	41%
¢	Owned & Leased	0%

Pipeline by

Region


¢	Americas	31%
¢	EMEAA	34%
¢	Greater China	35%

Pipeline by

Categoryb


¢	Luxury & Lifestyle	22%
¢	Premium	22%
¢	Essentials	44%
¢	Suites	11%
¢	Exclusive Partners	1%


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	25


	How we generate revenue
	As an asset-light business, revenue attributable to IHG is predominantly the fees charged to third-party hotel owners, rather than the entire revenue base of the hotels themselves. IHG also receives various ancillary fee streams. In 2025, IHG’s revenue from fee business was $1,897m (which generated an operating profit of $1,231ma). Revenue from the small number of owned & leased hotels, which is entirely attributable to IHG, was $544m in 2025 (generating an operating profit of $43m). Total revenue reported for IHG in 2025 was $5,189m, which additionally includes $1,717m of System Fund revenue, $1,004m of reimbursable revenue, and $27m of insurance activities revenue.


Third-party hotel owners pay…

Fees to IHG in relation to the licensing of our brands and, if applicable, hotel management services.	Assessments and contributions that are collected for specific use within the System Fund, as well as reimbursable revenues.

Franchised hotels We receive franchise fees based upon a fixed percentage of rooms revenue when a guest stays at one of our hotels.	System Fund IHG manages a System Fund for the benefit of hotels within the IHG system and their third-party owners, who pay assessments into it for certain hotel services. This includes a marketing and reservation assessment and a loyalty assessment. Revenue recognised by the System Fund also includes a portion of revenue on consumption of IHG One Rewards loyalty points. Given the significant scale of the System Fund, IHG can make substantial investments in marketing brands, creating a leading loyalty programme and developing powerful technology systems, thereby strengthening the whole IHG enterprise for the benefit of all our hotel owners. The System Fund is not managed to surplus or deficit for IHG over the longer term, but for the benefit of hotels in the IHG system.	Reimbursable revenues In a managed property, the Group typically acts as employer of the general manager and, in some cases, other employees at the hotel, and is entitled to reimbursement of these costs. The performance obligation is satisfied over time as the employees perform their duties, consistent with when reimbursement is received.
RevPAR X rooms X royalty rate

Managed hotels We generate revenue through base management fees and incentive management fees.
Fixed % of total hotel revenue as a management fee, and typically a share of hotel gross operating profit after deduction of management fees

Exclusive Partners We receive marketing, distribution, technology and other fees for providing access to our enterprise platform.
Fee streams similar to our asset-light model

The above fee streams drive the fee revenue that IHG recognises in its three reporting regions. Certain other fees paid by third-party hotel owners, such as technology fees, are additionally recognised in Central revenue.


+	More on pages 185 and 186.

a.Definitions for Non-GAAP revenue and operating profit measures can be found on pages 107 to 112. Reconciliations of these measures to the most

directly comparable line items within the Group Financial Statements can be found on pages 250 to 256.



26	IHG	Annual Report and Form 20-F 2025



	Our business model continued


	How we drive operating profit
	Our asset-light business model requires a limited increase in IHG’s own operating expenditure to support our revenue growth, which delivers operating profit and fee margin growth.

The benefit of operational efficiencies,

along with brands and markets

becoming more mature, supported

fee margin expansion that averaged

around 130bps a year between

2009 and 2019 in total for IHG.

In 2025, our fee margin increased

by 360bps, driven by operating

leverage and our ongoing actions to

drive cost efficiency, together with

step-ups in ancillary fee streams. This

was ahead of the 100–150bps average

annual improvement that is expected

on a medium- to long-term basis.

For franchised hotels, the flow-through

of revenue to operating profit is higher

than it is at managed hotels, given the

fee model and our well-invested scale

platform, where limited resources

are required to support the addition

of an incremental hotel.

This is most evident in our Americas

region, where fee margins are the

highest, reflecting our scale, and more

than 90% of our hotels operating

under our franchised model.

Across our managed hotels, the

flow-through of revenue to profit can

be slightly lower, given some additional

operating expenditure on operations

teams supporting the hotel network.

Our owned & leased hotels tend

to have significantly lower margins

than our fee business. This is because

we not only record the entire revenue

of the hotel, but also the entire cost

base, which includes staff, supplies

and maintenance costs of the hotel.


	Fee margin by region

Americas

FY2025

FY2024

FY2023

FY2025

FY2024

FY2023

Greater China

EMEAA

Total IHG

FY2025

FY2024

FY2023

FY2025

FY2024

FY2023


	Capital allocation
	Our priorities for the uses of the cash flow that IHG generates are consistent with previous years and comprise three pillars:

Invest in the

business to

drive growth

We look to strategically

drive growth, while

maintaining strict

control on investments

and our day-to-day

capital expenditures.

Target sustainable

growth in the

ordinary dividend

IHG has a dividend

policy where we would

look to grow the

ordinary dividend each

year, while balancing

all our stakeholder

interests and ensuring

our long-term success.

Return surplus

capital to

shareholders

The Board expects

our asset-light

model to provide

the opportunity

to routinely return

additional capital

to shareholders such

as through share

buybacks.

Shareholder returns 2023–25 ($bn)


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	27


	Capital expenditure
	Spend incurred by IHG can be summarised as follows:


Type	What is it?	Recent examples
Key money and maintenance capital expenditure	Key money is expenditure used to access strategic opportunities, particularly in high-quality and sought-after locations, when returns are financially and/or strategically attractive. Maintenance capital expenditure is devoted to the maintenance of our systems and corporate offices, along with our owned & leased hotels.	Examples of key money include investments to secure representation for our brands in prime locations. Examples of maintenance spend include investment in corporate technology and software, as well as office refurbishment and maintenance. Across our owned & leased hotels, we invest in refurbishment of public spaces and guest rooms.
Recyclable investments to drive the growth of our brands and our expansion in priority markets	Recyclable investments are capital used to acquire real estate or investment through joint ventures, equity capital, or loans to facilitate third-party ownership of hotel assets. This expenditure is strategic to help build brand presence. We would look to divest these investments at an appropriate time and reinvest the proceeds across the business.	Examples include recyclable investments where we used our capital to develop initial properties for a previous new brand to showcase the concept, and we then subsequently sold the hotels and now operate them under franchise agreements. Other examples include the initial purchasing of sites or temporary investment in the partial financing of flagship hotels in key markets.
System Fund capital investments for strategic investment to drive growth at hotel level	The development of tools and systems that hotels use to drive performance. This is charged back to the System Fund over the life of the asset.	We continue to invest in a range of upgraded technology solutions, including the ongoing development of IHG’s mobile app and IHG One Rewards loyalty evolution.


	Dividend policy and shareholder returns
	The Board consistently reviews the Group’s approach to capital allocation and seeks to maintain an efficient balance sheet and investment grade credit rating.

IHG has an excellent track record

of returning funds to shareholders

through ordinary and special dividends,

and share buybacks. The ordinary

dividend paid to shareholders

increased at an 11% CAGR between

2004 and 2019, and at a 10% CAGR

after resuming dividend payments

at the end of 2021.

Our asset-light business model is highly

cash generative through the cycle

and enables us to invest in our brands

and strengthen our enterprise. When

reviewing dividend recommendations,

the Board looks to ensure that any

recommendation does not harm

the sustainable success of the

Company and that there are sufficient

distributable reserves to pay any

recommended dividend. The Board

assesses the Group’s ability to pay

a dividend bearing in mind its

responsibilities to its stakeholders

and its objective of maintaining an

investment grade credit rating.

One of the measures we use to monitor

this is net debt:adjusted EBITDA, where

we aim for a ratio of 2.5–3.0x.

Surplus capital was returned via a

$500m buyback programme announced

in August 2022, a $750m programme

announced in February 2023, an $800m

programme announced in February

2024, and then a further $900m

programme in 2025. The highly cash

generative nature of our business model

means we expect to have substantial

ongoing capacity to return further surplus

capital to shareholders, such as through

share buybacks, as we look to maintain

leverage within our target range.

The Board intends to continue

sustainably growing the ordinary

dividend and to typically pay dividends

weighted approximately one-third to

the interim and two-thirds to the final

payment. In February 2025, IHG’s Board

proposed a final dividend of 114.4¢ in

respect of 2024, representing growth

of 10% on that for 2023.

The proposal was subsequently

approved at the AGM and paid to

shareholders on 14 May 2025.

In August 2025, IHG’s Board declared

an interim dividend of 58.6¢ per share,

representing growth of 10% on 2024’s

interim dividend. This was paid to

shareholders on 2 October 2025.

The Board is proposing a final

dividend of 125.9¢ in respect of

2025, representing growth of 10%

on that for 2024. The proposed

total dividend for the year is

therefore 184.5¢. Further, the

Board has approved a share buyback

programme for 2026 to return an

additional $950m of surplus capital.

Given expectations for growth and

EBITDA in 2026, leverage is expected

to remain within our target range

of 2.5–3.0x.



28	IHG	Annual Report and Form 20-F 2025



	Our business model continued


	Driving ancillary fee streams
	Ancillary fee streams further leverage the strength of IHG’s brands and our powerful enterprise platform. As well as additional fee revenue, they typically flow through to operating profit at a high incremental margin, therefore contributing to overall fee margin accretion.


Loyalty points sales to consumers Our loyalty programme, IHG One Rewards, allows members to earn points through qualifying stays and through third-party partnerships and programmes. Points revenue is generated through hotel assessments from qualifying stays, third-party points purchases to support partnership arrangements and points purchased by members. Further points revenue growth from selling loyalty points to consumers is expected in future years, driven by the growth in the attraction and scale of the IHG One Rewards programme. In 2025, the programme grew to over 160 million members who are responsible for 66% of room nights consumed globally.
	Co-brand credit cards Co-brand credit cards drive further membership and loyalty to our IHG One Rewards programme, deepening guest relationships and delivering more business to our hotels. Co-brand credit card partners pay fees to IHG for: –access to our loyalty programme and customer base and the rights to use IHG brands; –arranging for the provision of future benefits to members who have earned points or free night certificates; and –performing marketing services. IHG One Rewards co-brand credit card holders stay even more frequently and spend more in IHG hotels. 2025 was a record-breaking year for new account applications; driving further growth in total card customers and total card spend.
Branded residential properties A further example of driving ancillary fees through the strength of IHG’s brands is their use to generate increased sales of residential property, typically alongside a hotel development with shared services and facilities. This industry segment has tripled in number of branded residential developments over the past decade. IHG has 30+ branded residential projects open or selling properties across 15+ countries, and more in the pipeline. Fees earned by IHG from branded residences increased in 2025, benefitting from strong sales at Six Senses® Dubai Marina, which have added to the success of the previously fully sold development at Six Senses The Palm, Dubai, and growth in this latest year also from the near-complete sale of residences at Six Senses, London.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	29


	Why hotel owners choose to work with IHG
	Hotel owners choose to work with IHG because of the trust they have in our brands, the strength of our wider enterprise and our track record in delivering strong returns.

Strength

of brands

A portfolio of

brands across

industry segments,

designed to drive

owner returns.

Commercial engine

We invest in our digital platforms,

data and analytics, revenue

management, marketing and

partnerships to provide guests

with more choice and benefits

and owners with higher value

customers at lower cost

of acquisition.

Technology

We work with third-party

suppliers and invest in

leading technology that

makes the biggest difference

to guests, owners and hotel

teams, leveraging AI and

cloud-based platforms to

streamline operations and

drive revenue.

Procurement

We use our scale to

reduce costs for owners,

with procurement

programmes for

hotel goods, services

and renovations.

Global sales

organisation

Our global sales

enterprise drives higher

quality, lower-cost

revenue to our hotels.

People

We are committed

to creating a culture

where everyone feels

valued and can thrive,

supported by a strong

framework that attracts,

develops and grows

exceptional talent.

Hotel lifecycle

management and

operations

We invest in technology,

systems and processes

to support performance,

increase efficiencies

and drive returns for

our owners.

Strong loyalty

programme and

enterprise contribution

Our IHG One Rewards

programme has more

than 160 million members,

helping drive direct

bookings. In 2025, 83% of

room revenue was booked

through IHG-managed

channels and sources.

Sustainability tools

and expertise

We have developed

tools, training and

programmes to support

hotels and provide better

data and insights to

enable them to reduce

their energy, waste and

water consumption.



30	IHG	Annual Report and Form 20-F 2025



	Our strategy

Unlocking our

potential

Our strategy is designed to deliver

on our ambition to be the hotel

company of choice for guests

and owners by capitalising on our

investments in our brands, people,

technology and scale.

Over the long term, with disciplined

What we do

Provide True Hospitality for Good

Why we do it

To be the hotel company of choice

for guests and owners

execution, our strategy drives the

growth of our brands in high-value

markets. It creates value for all of our

stakeholders and delivers sustained

growth in profits and cash flows,

which can be reinvested in our

business and returned to shareholders.

Our strategic priorities and the

behaviours that drive them have been

designed to put the expanded brand

portfolio we have built in recent years

How we make it happen

at the heart of our business, and our

owners and guests at the heart of our

thinking. They recognise the crucial

role of a sophisticated, well-invested

digital approach, and ensure we

meet our growing responsibility to

care for and invest in our people,

and to make a positive difference

to our communities and planet.

Our strategy is inspired and informed

by our purpose of providing True

Hospitality for Good, which is

underpinned by our commitment

to a culture of operating and growing

in a responsible, ethical and inclusive

manner. This sets the tone for how

Our growth behaviours

we do business, enabling us to focus

on creating value for all stakeholders

as we build an even stronger IHG.

Relentless

focus on

growth

Leading

commercial

engine

Care for

our people,

communities

and planet

Brands

guests and

owners love

Ambitious

Dedicated

Courageous

Caring


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					Annual Report and Form 20-F 2025	IHG	31

Relentless focus

on growth

The global growth of our brands and expanding

portfolio is providing greater choice for guests and

more investment opportunities for owners than

ever before. In 2025, we opened a record number

of hotels, achieved record development activity

in a number of key markets and strengthened

both new and existing brands across segments.


+	More on pages 32 to 33.

Leading commercial engine

We are investing in the tools, technology and

solutions that make the biggest difference for

guests and owners. Among the key highlights in

2025 was achieving a 25% increase in enrolments

for IHG One Rewards, rolling out hotel technology

to elevate the guest experience, drive top-line

revenue and simplify operations systems, and

growing enterprise contribution.


+	More on pages 36 to 37.

Brands guests

and owners love

We are focused on delivering elevated experiences

for guests and strong returns for owners. In 2025,

we launched fresh designs for several of our market-

leading brands, delivered new procurement

solutions and continued to grow awareness

of our IHG Hotels & Resorts masterbrand.


+	More on pages 34 to 35.

Care for our people,

communities and planet

With more than 6,900 hotels in our global estate,

it is vital that as we grow, we do so responsibly and

sustainably for our communities, the environment

and the long-term success of our business. In 2025,

we took further steps to invest in our people and

culture, provide care where it’s needed most in our

communities and make our hotels more sustainable.


+	More on pages 38 to 39.


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					Annual Report and Form 20-F 2025	IHG	33

What we achieved in 2025

We opened a record 443 hotels during

the year to surpass 6,900 globally. We

also signed 694 hotels into our pipeline

in 2025, taking it to 2,292 in total – the

equivalent of 33% of today’s system

size, which, together with investments

in our enterprise, lays the foundation

for continued system size growth in

the years ahead.

We expanded our presence in high-

growth markets, including opening

a record 147 hotels in EMEAA and

achieving record openings and

signings in Greater China. In addition,

32 openings represented a country

debut for a particular IHG brand.

One of our proudest achievements

during the year was surpassing

one million open rooms globally –

a testament to the enduring appeal of

our brands to guests and owners. This

was complemented by several other

milestones across established and high-

growth markets, including exceeding

4,100 open hotels in the US and

800 in Greater China, where we also

reached a pipeline of 582 hotels, which

represents 56% future rooms growth in

the region. Notable progress was made

in EMEAA, with Germany reaching 242

open and pipeline hotels – more than

doubling its number since the start of

2024 – Japan reaching 59 open hotels,

and Saudi Arabia surpassing 100 open

and pipeline properties. Additionally,

India reached 50 open hotels, while

35 signings marked a record year, with

momentum continuing to support

IHG’s ambition to reach more than

400 open and pipeline hotels within

the next five years.

The appeal of our established brands

was illustrated by our Holiday Inn Brand

Family generating 35% of openings

and signings globally. There were also

several key signings for Crowne Plaza®

Hotels & Resorts on the back of an

exciting brand evolution for our largest

premium brand. These included

properties in Australia, near Disneyland

Paris in France and Nigeria on the way to

reaching 578 open and pipeline hotels.

Our fastest growing premium brand,

voco, surpassed a milestone 100 open

hotels, expanded its pipeline to over

100 properties and entered seven more

countries, including Thailand and Aruba.

It has now more than doubled its system

and pipeline since 2023 and was voted

the World’s Leading Premium Hotel

Brand at the 2025 World Travel Awards

in 2025. Also in our premium collection,

our wellness brand EVEN® Hotels grew

to 72 open and pipeline properties

across the Americas and Greater China,

and we launched the brand in Saudi

Arabia, which also marked its first

signing in the Middle East.

We have accelerated the growth and

performance of our Luxury & Lifestyle

brands in recent years to establish

one of the world’s largest portfolios.

In 2025, we opened and signed a

further 152 hotels across our six brands,

with Regent reaching 23 open and

pipeline hotels, including the signing

of Regent Karuizawa – the brand’s first

resort location in Japan. Reflecting the

brand’s growing reputation, it was also

recognised as one of the most loved

hotel brands in Travel + Leisure’s 2025

World’s Best Awards, while Regent

Santa Monica Beach in the US was

among Afar’s Best New Hotels of 2025

and Regent Hong Kong in Greater

China won Best Brand Hotel at the 2025

Virtuoso Global Awards. Six Senses

reached 66 open and pipeline hotels,

including a signing in Bangkok, as the

brand continued to expand beyond its

resort roots into key urban locations.

Kimpton continued its rapid expansion

in key leisure destinations, reaching

154 open and pipeline hotels, including

debut openings in Portugal and

Germany, and a first signing in the United

Arab Emirates. InterContinental added

38 openings and signings, including

in Vietnam’s Halong Bay and Brisbane,

Australia, as it took its system size to 242.

Its pipeline of 104 hotels represents future

growth of 43%. A debut opening in

New Zealand was among 49 openings

and signings for Hotel Indigo, which

surpassed 320 open and pipeline hotels

in almost 50 countries, reflecting its

accelerated pace of development.

A standout year for Vignette Collection

featured the opening of the tallest

hotel in the world – Ciel Dubai Marina

in the UAE – alongside debut signings

in India, Italy and on the Greek islands.

Our strong future growth prospects

in Luxury & Lifestyle are reflected

by our portfolio now representing

14% of our current system size

and 22% of our pipeline.

Our strategic focus on driving quick-

to-market conversion deals continued

to fuel growth, generating over 50%

of all room openings and more than

300 hotel signings, as independent

owners seek fast access to our revenue-

generating systems, marketing and

loyalty programme. Supporting this,

we have increased the breadth of our

portfolio in recent years by launching

our conversion-friendly brands Vignette

Collection, voco and Garner, which

together represented around one-third

of conversion signings in 2025.

Momentum continued to build behind our

newer brands, with the 10 most recently

added to our portfolio accounting for

10% of total current system size and 22%

of the pipeline. Midscale conversion brand

Garner reached 166 open and pipeline

hotels across 12 countries in just over two

years since launch, with debut openings

in France, Thailand and Mexico, making

it IHG’s fastest-ever scaling of a brand

globally. We opened our first Atwell Suites

in Greater China, and grew its pipeline to

56 properties, while Essentials brand

avid™ hotels reached its 80th opening.

In 2025, we added a new brand to

our portfolio with the acquisition of

premium urban lifestyle brand Ruby,

bringing an exciting, distinct and high-

quality offer for guests and owners

in popular city destinations. We have

already signed a further six properties

in key European cities, made it available

for development in the US and further

international expansion is planned

for 2026. The recent launch of Noted

Collection, a new collection brand in

the large and fast-growing premium

segment, will target an upscale to upper

upscale price point and will build on

the well-established successes we have

already delivered with our other collection

and conversion brands. Noted Collection

will initially focus on our EMEAA region,

where there is a large proportion of high-

quality hotels with distinct identities, and

where a collection brand will broaden our

guest offer and enable more owners to

benefit from our enterprise platform.

In our Exclusive Partners category,

our Iberostar Beachfront Resorts brand

opened seven hotels and signed

another six into its pipeline to reach

67 open and pipeline properties.

2,292

pipeline hotels, representing future

system size growth of 33%.

~50%

of global pipeline under construction.


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					Annual Report and Form 20-F 2025	IHG	35

What we achieved in 2025

With travel reaching record levels in 2025,

we are focused on greeting guests with

elevated experiences, outstanding service

and leading technology to meet their

evolving expectations.

Our IHG One Rewards loyalty programme

is a cornerstone of how we are capturing

demand, with fresh experiences, more

points and stay enhancements helping

drive enrolments up 25% and membership

beyond 160 million in 2025. Reward

Night redemptions were also up 9%

year-on-year, illustrating strong member

engagement and driving increased owner

returns. The programme earned notable

industry recognition, including several

wins at both the Global Traveler and

Frequent Traveler Awards.

Our IHG One Rewards mobile app

provides seamless access to our hotels

and loyalty programme, with regular

updates elevating the guest experience.

Further enhancements in 2025 were

the ability to book different room types

under a single reservation, store multiple

payment cards, and take advantage

of new and improved Food & Beverage

redemption rewards.

Our technology continues to improve

customer service, including solutions

as our Digital Concierge chatbot. Newly

expanded digital payment solutions were

also rolled out on property in partnership

with leading providers Apple Pay, PayPal

and FreedomPay in the Americas and

EMEAA to increase flexibility and reduce

check-in times for guests, alongside

lowering fees for owners.


+	For more on our technology, see Leading commercial engine on pages 36 and 37.

We continuously invest in new design

formats to deliver outperformance in

key guest metrics and further increase

owner returns. Key brand updates

during the year included the new

bean-to-cup upgraded coffee service

rolled out to 85% of all Holiday Inn

Express hotels in the US, along with its

fifth generation room and lobby design

opening in Greater China and Europe

to boost both investment returns and

guest satisfaction. The latest Holiday

Inn design has launched in more

hotels in the US and seen good

performance uplifts.

Investment in our brands to keep

them feeling fresh was reflected in

several industry awards, including

Time magazine recognising Holiday

Inn among the World’s Best Brands

in 2025 for each of the US, Mexico,

UK and Germany markets.

These enhancements, combined

with the work we are doing in

collaboration with our owners and hotel

teams, helped IHG drive year-on-year

improvement in Global Guest Love.

We also maintained our outperformance

versus key competitors on the externally

measured Guest Satisfaction Index

in all three regions.

For corporate guests, we are focused on

providing organisations with consistently

excellent stays and meetings. We

launched the IHG Travel Agent Portal to

connect travel agents with our brands

and hotel portfolio more effectively and

efficiently. Built to drive more bookings

to IHG hotels, the portal provides agents

with tailored information, educational

resources and access to exclusive

benefits for their own personal travel.

Travel planners can also earn extra loyalty

points through IHG Business Rewards,

while IHG Business Edge – our long-

standing SME travel programme – grew

its member base to reach more than

160,000 accounts in 2025. During the

year, we added new exclusive benefits

through partnerships with other leading

companies, including Delta Air Lines’

Business Traveler platform and Qatar

Airways’ Beyond Business corporate

rewards programme.

For our hotel owners, we remain focused

on capturing demand and strengthening

hotel performance. IHG One Rewards

is at the heart of our approach, which,

together with our IHG Hotels & Resorts

masterbrand, showcases the breadth

of our offer and sharpens perception

of our brands. In 2025, we made further

significant gains through increasing

visibility across the guest journey,

breakthrough marketing, and a sharper

focus on quality and excellence at scale.

This included partnering with sporting

events and other leading brands to

reach new audiences, drive business

to our hotels and provide stronger

owner returns. Reflecting our success,

we achieved an all-time high of IHG

masterbrand awareness in the US.

We work closely with our hotel teams

and owners to drive performance,

providing training, connecting with

General Managers on calls and at

regional conferences, and with owners

through webinars, meetings and events.

The foundation of our strong owner

relationships is a heightened focus on the

cost to build, open and operate our hotels.

In 2025, we extended our procurement

services to cover more products and

categories tailored to different markets.

In the US, this included a new centralised

procurement platform enabling limited-

service Essentials and Suites hotels

to consolidate purchasing – covering

everything from operating supplies

to maintenance – into one efficient

solution, while more hotels joined our

US Food & Beverage procurement

programme. In EMEAA, we provided

additional purchasing support for new

openings, while in Greater China we

introduced a one-stop Hotel Procurement

Services solution covering the hotel

lifecycle to boost cost efficiency and

compliance for owners. Additionally,

we rolled out a series of targeted

enhancements across four brands in

the region – Atwell Suites, EVEN, Holiday

Inn and Holiday Inn Express – that use

our global scale and 50 years of local

experience to strengthen performance

across the hotel lifecycle.

Developing sustainable solutions is

vital to the long-term success of IHG,

our owners’ businesses and the wider

industry, and this year we continued to

advance our efforts while strengthening

owner returns. We integrated additional

energy conservation measures into

brand standards to cut energy usage

and costs. Our Meeting for Good page

is now live on the IHG Hotels & Resorts

website, showcasing how over 650

hotels worldwide are supporting meeting

and event planners in delivering more

sustainable events. More properties

also joined our Low Carbon Pioneers

programme to help us test, learn and

share insights on sustainability measures.


+	For more on Planet, see pages 70 to 73.

We continue to work with the IHG

Owners Association, which represents

the interests of thousands of owners

and operators, to roll out key projects

and ensure full visibility of the operational

and commercial support we provide.

This includes supporting the industry

on a broader scale by collaborating

with governments, peers and trade

bodies on prominent issues.


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					Annual Report and Form 20-F 2025	IHG	37

What we achieved in 2025

In 2025, 83% of room revenue was

booked through IHG-managed channels

and sources, illustrating the success

of our commercial engine across our

technology platforms and sales and

distribution channels in providing hotel

owners with higher value customers

at a lower cost of customer acquisition.

Our IHG One Rewards loyalty programme

is central to our progress, with members

accounting for 66% of all rooms booked

globally, growing by over three percentage

points in each region and highest in the

US and Americas overall at 73%. These

members also typically spend around 20%

more in hotels than non-members and

are 10 times more likely to book direct.

Co-branded IHG One Rewards credit

card holders stay even more frequently

and spend more in hotels. Following new

agreements with our US co-brand partners

in the previous year, we approximately

doubled our fees recognised in operating

profit from reportable segments in 2025.

The number of US co-brand card members

saw high single-digit percentage growth

in 2025, alongside a comparable uplift

in total card spend, and we expanded

our partnership with Chase by introducing

new IHG One Rewards status benefits

for Chase Sapphire Reserve and Chase

Sapphire Reserve for Business cardholders.

Separately, we recently signed a new UK

co-branded IHG One Rewards debit card

agreement with Revolut, alongside Visa,

with card products scheduled to be

launched later this year. Further co-brand

priority growth markets are targeted

for future years.

The transformation of our technology

in recent years is strengthening how we

promote our hotels, optimise operations

and engage with guests. Our IHG One

Rewards mobile app is central to driving

engagement across our direct channels,

with nine million downloads during the year.

Building on our work to create compelling

content that drives bookings, we are

developing a new digital content

management platform, with a phased

rollout beginning in 2026 across our app

and all IHG booking websites to support

owners in showcasing their hotels more

effectively in an increasingly AI-driven world.

Our digital partnerships are another way

we encourage guests to book through

our direct channels and connect with IHG

One Rewards via their preferred platforms.

During the year, we teamed up with

Rakuten and launched the LINE mini

app in Japan.

Working with third-party suppliers,

industry-leading technology helps owners

keep hotels running smoothly and

efficiently by providing sophisticated

solutions across more than 100

enterprise-wide applications.

This includes cloud-based systems, such

as our revenue management system (RMS),

which has now completed rollout across

our global estate of 6,800 eligible hotels

and is using data science, AI machine

learning and forecasting tools to deliver

advanced insights. User feedback is very

positive, and indicative levels of revenue

uplift and market share gains have been

encouraging.

Our best-in-class property management

systems (PMS) are creating even greater

value for owners by providing above-

property solutions that apply the latest

technology and allow the deployment of fast,

efficient enhancements. Benefits include

quicker colleague onboarding and training,

and streamlined front desk processes, such

as mobile and remote access. HotelKey

was our first approved PMS solution in the

Americas and EMEAA, and an equivalent

platform from Shiji has been deployed to

hotels in Greater China. In addition, we

recently established a new agreement to

provide Oracle OPERA Cloud as a further

PMS solution for IHG hotel owners. The

accelerated roll out of these cloud-based

PMS solutions reached 2,000 hotels in 2025,

and we expect to double this to 4,000

by the end of 2026.

Our Guest Reservation System (GRS)

enables upselling of unique room attributes

so guests can seamlessly select add-ons

while owners maximise revenue. Now live

across our global estate, approximately

half of customers saw an up-sell offer at

some point in their booking journey in 2025,

up from 30% in 2024. When selected,

these offers are achieving average nightly

room revenue increases approaching $50

for Luxury & Lifestyle and $20 across

our Essentials and Suites brands. This

is driving more bookings into premium

rooms and more revenue to hotel owners.

Updates in 2025 included marketing texts

highlighting the leading room attribute,

such as Pacific Ocean View, instead of room-

type names, so guests better understand

what they are paying for. We also introduced

an elevated display allowing up to six

offers to be shown simultaneously on

direct channels.

Our technology is driving engagement

with guests through seamless, elevated

experiences, such as IHG Wi-Fi Auto Connect

automatically connecting IHG One Rewards

members to hotel wi-fi without passwords

or logins. Another notable example includes

the expansion of digital check-out, which

is now available at more than 3,500 hotels,

and we are piloting both digital check-in

and a messaging service so that guests can

easily connect with hotel colleagues during

their stay. Development is also underway

on a new loyalty and customer relationship

management (CRM) platform to drive

guest engagement and more personalised

experiences during booking and on-property

to help increase guest satisfaction and

deepen loyalty.

Just as it is expected to transform most

sectors, AI is set to be a game-changer for

travel. We are harnessing every dimension –

automation, machine learning, generative

AI and agentic – while tracking emerging

trends to deliver competitive advantage in

how we elevate guest experiences, unlock

revenue opportunities and drive returns

for owners. This includes working with

best-in-class suppliers to fulfil specific

needs, from cloud-based integration of

different technology platforms, to using

AI across our distribution and marketing

channels to improve customer acquisition

and deepen guest relationships. AI is

also supporting the lowering of costs and

increasing the effectiveness of service

delivery for our hotel owners in other areas.

For example, in powering more than 700

delivery robots in over 500 hotels across

Greater China to assist staff with cleaning

and delivering food to guestrooms, as well

as our Digital Concierge chatbot service

handling 5.1 million guest conversations

in 2025 – up 40% year-on-year – with new

features such as bill requests and loyalty

points tracking saving hotel teams time

and improving customer satisfaction.

Within IHG’s own operations, we have

also launched numerous AI-powered

automations as part of our ongoing

efficiency programmes to sharpen

our cost base and boost productivity.

6,800

eligible hotels now featuring our

new revenue management system.

66%

of room nights globally booked

by IHG One Rewards members –

increasing loyalty penetration.

~50%

of guests saw an up-sell offer at

some point in their booking journey

in 2025, up from 30% in 2024.

26%

of total room revenue driven by

IHG's direct digital booking channels.


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					Annual Report and Form 20-F 2025	IHG	39

What we achieved in 2025

Our people

Our success is underpinned by our inclusive

culture, which attracts the talent we need

to succeed as a global business. This is

supported by a clear framework that aligns

our global and local priorities to maximise

impact in creating opportunities for all.

This is important to us all at IHG, reflected

by our 2025 Colleague HeartBeat survey,

where nine in 10 colleagues said IHG has an

inclusive culture. In 2025, we strengthened

our approach by focusing on three areas:

talent and leadership; culture and

experiences; and community and

partnerships.

During the year, we helped accelerate

our growth through a sharper focus on

performance, strengthening the link

between individual achievement and

collective success. Steps included fine-

tuning goal-setting and feedback, support

for leaders and colleagues, as well as

activating changes to better reward

high performers.

Engaging with colleagues is a cornerstone

of our culture, and we provide listening

forums throughout the year so they

can express their views. This includes our

colleague engagement survey, Colleague

HeartBeat, where we achieved a score of

87% in 2025 to maintain our place in the

top quartile of most engaged employers.

In addition, we were also named in the

Fortune 100 Best Companies to Work

For® 2025 list by Great Place To Work®

and Fortune.

We are committed to attracting and

retaining a skilled workforcea. During the

year, we refined our search and selection

practices and used technology to improve

efficiency and streamline parts of the

recruitment process. We continued to build

engagement with our careers website,

while extending our social media presence

across our careers channels. We also

enhanced colleague travel benefits to

increase our attractiveness as an employer

and to reward and retain colleagues.

We also strengthened our talent pipeline

and leadership capabilities for managed

hotels through programmes such as

the RISE mentoring programme and the

Journey to General Manager programme,

which welcomed hundreds of participants

and successfully placed candidates in

General Manager roles. In 2025, we also

launched our Journey to Supervisor and

Journey to Manager programmes for

managed and franchised hotels to create

clearer pathways for talented colleagues

to build rewarding careers in IHG hotels.

An integral part of our global approach

to responsible business is to promote

respect for and advance human rights

in accordance with internationally

recognised standards.

a.We do not employ colleagues in franchise hotels, nor do we control their day-to-day operations, policies or procedures.

10.2m

lives improved since 2021

through our collective action

and work with charity partners.

10.2%

reduction in energy per available

room compared with 2019.

In 2025, we continued to drive compliance

with our Responsible Labour Requirements

and, recognising the important role hotels

can play in preventing human trafficking,

we launched new, survivor-informed

training developed in partnership with

a leading anti-trafficking NGO and

industry peers, which is mandated for

all colleagues globally.

Our communities

We are proud to be at the heart of

thousands of communities worldwide,

and central to our Journey to Tomorrow

responsible business plan is a plan to

improve the lives of 30 million people

through skills training, disaster response

and food security.

We have helped improve the lives of

10.2 million people since 2021 through

our community partnerships, volunteering

days and programmes. This includes our

IHG Academy, which helps future talent

to explore a rewarding career in travel.

During the year, we trained and upskilled

over 80,000 people, including launching

Virtual Discover sessions so participants

could find out more about hospitality from

IHG hotel colleagues. We also worked

with organisations to help provide

job opportunities across our markets,

including Springboard in the UK, China

Youth Development Foundation in Greater

China, the Tourism and Hospitality Skill

Council in India, and the Al Noor Training

Centre for People of Determination

in Dubai.

We responded to 22 natural disasters

in 2025, working closely with charity

partners to support relief and recovery

efforts. We are also working with global

NGO Action Against Hunger to combat

food insecurity and hunger for millions

around the globe. Since launching the

partnership in 2024, we have helped

support 5.4m people as part of Action

Against Hunger’s global nutrition

programmes in over 50 countries, through

colleague fundraising, loyalty points

donations and hotel initiatives. We also

worked with our long-standing partners

to strengthen food systems within our

communities, including OzHarvest –

a food rescue organisation in Australia.

Every September, IHG colleagues take

part in Giving for Good month to give

back to their communities. Colleagues

take part in activities ranging from clean-

up events and supporting homeless

shelters and food banks, to fundraising

for local organisations.

Our planet

Our commitment to improve the efficiency

of our hotels has achieved double‑digit

reductions in both emissions and energy

use per available room compared with

our 2019 baseline. Yet, as we highlighted

during the year, access to clean‑energy

infrastructure remains limited in many

of our markets which, combined with the

successful expansion of our estate, has

increased total carbon emissions by 7.7%

since 2019. In 2026, we will refine elements

of our Journey to Tomorrow responsible

business plan to sharpen our focus on

areas where we can make the greatest

impact as we drive further progress

against our priorities.

We are dedicated to assisting hotel

owners in reducing carbon emissions, and

in 2025 we continued to implement brand

standards to drive energy efficiency, as

well as reduce waste, and we expanded

our Low Carbon Pioneers programme to

help us test, learn and share findings on

sustainability measures. The programme

now has hotels spanning Asia, Europe

and South America.

We continue to explore ways our hotels can

reduce energy consumption, and almost

95% of our managed, owned & leased

hotels have now been upgraded with LED

lighting and have water‑efficient fixtures,

including in back‑of‑house areas.

More than 650 hotels participated in our

Meeting for Good programme, which helps

meet demand for sustainable meetings

and events, and it was named 2025 Gold

Medal winner in Northstar’s Stella Awards

for Best Sustainability Initiative.

To reduce plastic waste, we extended

brand standards to eliminate plastic

water bottles from guestrooms, meetings

and events to further markets in EMEAA,

and introduced a new brand standard to

remove plastic bin liners from guestrooms

across the entire region. To reduce

food waste, we expanded collaboration

with food redistribution organisation

Xishi Magic Bag in Greater China, which

connects hotels with customers when

they have unsold surplus food.

Steps taken to reduce water usage included

launching a new water conservation

guidebook for hotels in the Americas

and EMEAA, which shares best practice

on driving efficiency across departments,

from heating to landscaping.


+	For more on people, communities and planet, see our Responsible Business chapter on pages 54 to 84.



40	IHG	Annual Report and Form 20-F 2025



	Our key performance indicators (KPIs)


	How we measure our progress
	Our KPIs are carefully selected to allow us to monitor the delivery of our strategy and long-term success. They are organised around our strategy, which articulates our purpose, ambition and priorities (see page 30). KPIs are reviewed annually by senior management to ensure continued alignment, and are included in internal reporting and regularly monitored. Measures included are those considered most relevant in assessing the performance of the business and relate to our growth and commitment to key stakeholders including owners, guests, employees, shareholders and the communities in which we work. KPIs should be read in conjunction with the other sections of the Strategic Report, and where applicable, references to specific relevant topics are noted against each KPI.

Link between KPIs and

Director remuneration

As we continue to focus on delivering

high-quality growth, Directors’ remuneration

for 2025 was directly related to key aspects

of our strategy. The following indicates which

KPIs have impacted Directors’ remuneration:

Annual Performance Plan

–70% was linked to operating

profit from reportable segmentsa.

–15% was linked to strategic

focus on net system size growth

through openings.

–15% was linked to strategic

focus on future net system size

growth through signings.

Long Term Incentive Plan

–20% was linked to relative

Total Shareholder Return.

–20% was linked to relative

net system size growth.

–20% was linked to absolute

cash flow generation.

–20% was linked to adjusted EPSa.

–20% was linked to Carbon

and Peopleb.


+	For more information on Directors’ remuneration, see pages 138 to 161.



Link to our strategy Our four strategic priorities are core to our success and represented as follows:
	Relentless focus on growth	Brands guests and owners love	Leading commercial engine	Care for our people, communities and planet

System size

Signings

Total number of rooms

in the IHG system.

Increasing our rooms supply

provides significant advantages

of scale, including increasing the

value of our loyalty programme.

This measure is a key indicator

of achievement of our growth

agenda (see page 32).

2025

2024

2023

2022

2021


A		LT

Gross total number of rooms

added to the IHG pipeline.

Continued signings secure

the future growth of our system

and ongoing efficiencies of scale.

Signings indicate our ability

to deliver sustained growth

(see page 32).

2025

2024

2023

2022

2021


A

2025 status

–System size increased by 4.0% on

a reported basis. After adjusting for the

impact of removing 7,092 rooms previously

affiliated with The Venetian Resort Las Vegas,

our net system growth accelerated to

4.7%, with gross system growth of 6.6%

and a removals rate of 1.9%.

–Total rooms supply surpassed the one million

milestone, with 1,026,177 rooms open at

31 December 2025.

–During the year, signings totalled 102,054

rooms (694 hotels). This included 6,741 Ruby

rooms (36 hotels), of which 5,718 rooms

(30 hotels) were part of the initial agreement;

the first 2,952 Ruby rooms (17 hotels) joined

IHG’s system in the year. Overall signings

decreased by 3.9% year-on-year, reflecting the

inclusion in 2024 of 17,703 rooms (119 hotels)

as part of the NOVUM Hospitality agreement.

–Total pipeline of 339,526 rooms increased

by 4.4% year-on-year, with around half

under construction.

–Strengthened the Holiday Inn Brand Family

with 20,338 rooms opened and 37,809 rooms

signed, representing 35% of openings and

signings globally.

–voco signings of 10,563 rooms, with 124

properties open across more than 30 countries

since launch in 2018, and a further 108 hotels

in the pipeline.

–Continued momentum of our Luxury & Lifestyle

portfolio with 11,635 rooms opened and 18,635

rooms signed.

–Expansion of our newer brands with:

–Nine Atwell Suites open, including its debut in

Greater China, and 56 properties in the pipeline;

–Vignette Collection growing to 31 open and

45 pipeline hotels since its launch in 2022;

–11 avid hotels openings and 11 signings,

taking the estate to 87 hotels open with a

further 116 properties in the pipeline; and

–Further global rollout of Garner since

its launch in 2023 to 89 properties open,

representing year-on-year growth of

6,101 rooms to 8,501 rooms, and a further

77 properties in the pipeline.

2026 priorities

–Further expansion into our core markets

and targeted entry into new geographies

across all segments and regions to deliver

strong net system size growth.

–Accelerate growth of our newer brands

to increase market share and scale.

–Continue to strengthen our Luxury &

Lifestyle offer and capabilities, including

branded residences and resorts.

–Strengthen Premium offer through the

international expansion of Ruby and

the launch of Noted Collection.

a.Use of Non-GAAP measures: In addition to performance measures directly observable in the Group Financial Statements (IFRS measures),

additional financial measures (described as Non-GAAP) are presented that are used internally by management as key measures to assess performance.

Non-GAAP measures are either not defined under IFRS or are adjusted IFRS figures. Further explanation in relation to these measures can be found

on pages 107 to 112, and reconciliations to IFRS figures, where they have been adjusted, are on pages 250 to 256.

b.People targets subsequently removed. Further explanation can be found in the Directors’ Remuneration Report on pages 138 to 161.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	41

Global RevPAR growth

Growth in underlying fee revenuesa

Revenue per available room:

rooms revenue divided by the

number of available rooms.

RevPAR growth indicates the

increased value guests ascribe

to our brands in the markets in

which we operate and is a key

measure widely used in our

industry (see page 20). Definition

of this key performance measure

can be found on page 107.

2025 1.5%

2024 3.0%

2023

2022

2021

Revenue from reportable

2025

2024

2023

2022

segments excluding revenue

from insurance activities, revenue

from owned & leased hotels,

significant liquidated damages

and current year acquisitions,

stated at constant currency.

Underlying fee revenue growth

demonstrates the continued

attractiveness to owners and

guests of IHG’s franchised and

managed business (see page 25).

Total gross revenue from

hotels in IHG’s system

Enterprise contribution

to revenue

Total rooms revenue from

franchised hotels and total

hotel revenue from managed,

exclusive partner and owned

& leased hotels. Other than

for owned & leased hotels, it is

not revenue wholly attributable

to IHG, as it is mainly derived from

hotels owned by third parties.

The growth in gross revenue

from IHG’s system illustrates the

value of our overall system to our

owners (see page 25). Definition

of this key performance measure

can be found on page 107.

2025

2024

2023

2022

2021

The percentage of room revenue

2025

2024

2023

2022

2021

booked through IHG-managed

channels and sources: direct via

our websites, apps and call centres;

through our interfaces with Global

Distribution Systems (GDS) and

agreements with Online Travel

Agencies (OTAs); other distribution

partners directly connected

to our reservation system; and

Global Sales Office business

or IHG One Reward members

that book directly at a hotel.

Enterprise contribution is one

indicator of IHG value-add and

the success of our technology

platforms, and our marketing,

sales and loyalty distribution

channels (see page 36).

2025 status

–RevPAR growth of 1.5% in 2025 was driven

by both average daily rate and occupancy,

as Business and Groups demand increased,

with Leisure flat year-on-year.

–Grew underlying fee revenuea by 6.2%,

driven by a combination of RevPAR growth,

the further broadening of our global estate

and the expansion of ancillary fee streams.

–Total gross revenue increased by 5.3% to

$35.2bn, as we continued to strengthen

owner returns and enhance the guest

experience by investing in our enterprise:

–maximising guest choice and driving

incremental value for owners from the

continued rollout in the up-sell of unique

room attributes through our industry-

leading Guest Reservation System;

–delivered our new cloud-based Revenue

Management System (RMS), completing the

roll-out across our global estate of 6,800

eligible hotels, which utilises leading data

science, machine learning and forecasting

tools to provide advanced insights and

recommendations to owners; and

–continued roll-out of next-generation

PMS, a cloud-based, above-property

platform, enabling deployment of efficient

enhancements, including streamlined

front desk processes.

–Improved overall enterprise contribution by

2%pts year-on-year, with IHG’s direct digital

booking channels accounting for over

26% of total room revenue.

–Further development in our mobile app

and AI-backed digital chatbot technology,

resulting in growth in direct mobile and

digital bookings.

–Boosted loyalty and brand awareness,

with over 160 million IHG One Rewards

members, and enrolments up +25% year-

on-year, demonstrating strong member

engagement and driving owner returns.

2026 priorities

–Drive hotel performance through the

RMS with evolved revenue services.

–Continue to grow the co-brand credit

cards programme in the US, and

launch in international markets.

–Further leverage data analysis to

drive performance, create insights

and power AI opportunities.

–Continued scale and investment

in IHG One Rewards to further

grow and deepen engagement of

loyalty members through continued

enhancements in guest benefits

and personalisation.

–Expand procurement solutions to

drive development and operating

cost efficiencies that generate

greater owner value.

a.Use of Non-GAAP measures: In addition to performance measures directly observable in the Group Financial Statements (IFRS measures),

additional financial measures (described as Non-GAAP) are presented that are used internally by management as key measures to assess performance.

Non-GAAP measures are either not defined under IFRS or are adjusted IFRS figures. Further explanation in relation to these measures can be found

on pages 107 to 112, and reconciliations to IFRS figures, where they have been adjusted, are on pages 250 to 256.

b.The 2021 growth figure is excluded from the comparison as the 2020 figure was not re-presented following the adoption of IFRS 17 ‘Insurance

Contracts’ in 2023.



42	IHG	Annual Report and Form 20-F 2025



	Our key performance indicators (KPIs) continued

Fee margina

Adjusted earnings per sharea

Operating profit as a percentage

of revenue, excluding System

Fund, reimbursement of costs,

revenue and operating profit from

owned & leased hotels, significant

liquidated damages, insurance

activities and exceptional items.

Our fee margin indicates the

profitability of our fee revenue

and the benefit of our asset-light

business model (see page 24).

2025

2024

2023

2022

2021

Adjusted earnings per share takes

2025

2024

2023

2022

2021

the profit available for equity

holders used in the calculation

of basic earnings per share and

adjusts this to exclude certain

items in order to provide a value

that is consistent with how

management monitors the

business (see page 109).

This measure reflects shareholder

value creation, including that

through capital allocation, such

as the effect of increasing the

measure by reducing the number

of shares through buybacks.


LT

It has become an increasingly

important measure as part of

IHG’s ongoing return of surplus

capital to shareholders, and is

already a defined performance

measure within the LTIP.

2025 status

–Fee margin increased by 3.6%pts to 64.8%, driven by growth

in our system, RevPAR and ancillary fee streams, combined

with continued cost efficiencies.

–Around 2.3%pts was driven by operational leverage, including

the benefits from our global efficiency programme, and a further

1.3%pts was due to incremental fees from the US co-brand

credit card agreements and from the sale of certain loyalty

points (together with certain other ancillary revenues).

2026 priorities

–Continued focus on cost and efficiency.

–Utilise technology applications and process enhancements

to achieve operational efficiencies.

–Further reinvestment to drive growth and expand margin

over the long term.

2025 status

–Adjusted earnings per share grew by 15.9%, driven by 11.0%

growth in adjusted earnings reflecting revenue and system growth,

fee margin expansion through efficiency and cost control,

together with the cumulative impact of share buybacks lowering

the weighted average share count by 4.2%.

2026 priorities

–Drive continued adjusted EPS growth through maximising

system and revenue growth, sustainable fee margin expansion,

disciplined cash conversion, and a new $950m share buyback

programme, supporting the growth algorithm while investing

in future growth of the business.

Adjusted free cash flowa

Employee engagement survey scores

Cash flow from operating activities

excluding payments of deferred or

contingent purchase consideration,

recyclable contract acquisition

costs, cash flows relating to

exceptional items, interest receipts

related to owner loans and lease

incentives, less purchase of

shares by employee share trusts,

gross maintenance capital

expenditure, and lease payments,

and including finance lease income

relating to sub-leases, and any

payments or repayments related

to investments supporting the

Group’s insurance activities.

2025

2024

2023

2022

2021


LT

Adjusted free cash flowa provides

funds to invest in the business,

sustainably grow the dividend and

return any surplus to shareholders

(see page 26). It is a key component

in measuring the ongoing viability

of our business (see page 113).

Colleague HeartBeat survey,

2025

2024

2023

2022

2021

completed by IHG colleagues

employed in corporate and

reservations offices and owned

& leased or managed hotels.

We measure employee

engagement to monitor risks

relating to talent (see page 50)

and to help us understand the

issues that are relevant to our

people as we build an inclusive

culture (see page 39).

2025 status

–Adjusted free cash flow increased by $238m to $893m

due to growth in operating profit from reportable segmentsa,

an improvement in the System Fund and reimbursable result,

a reduction in contract acquisition costs and lower tax payments,

partially offset by higher interest payments.

2026 priorities

–Continue to deliver strong conversion of adjusted earningsa

into adjusted free cash flow.

–Timely management of capital deployment in line with

business priorities.

2025 status

–Our score of 87% in 2025 is 10%pts higher than the external

top quartile benchmark.

–We consistently achieved high engagement scores across our

Hotel and Corporate populations, demonstrating our ongoing

commitments to global colleague development and retention.

2026 priorities

–Further strengthen leadership capability to embed our

high performance culture and drive colleague engagement.

–Enhance our people technology and expand AI use to help

colleagues and leaders make faster, better informed decisions.

–Expand and embed our HR service model to provide more

consistent and effective support for hotel and corporate teams.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	43

Guest Love

Greenhouse gas emissionsb

IHG’s guest satisfaction

measurement indicator.

Guest satisfaction is fundamental

to our continued success and

is a key measure to monitor our

ability to deliver an experience

that meets and exceeds guests’

expectations (see page 34

for details).

2025

2024

2023

2022

2021

Total market-based greenhouse

2025

2024

2019

gas (GHG) emissions (measured

in tonnes of CO2e) across our

corporate offices, franchised

estate, managed and owned

& leased hotels. For further

details on our carbon footprint

methodology, please refer

to pages 82 to 83.

2025 status

–Guest satisfaction of 82.3% continued to improve, reflecting

increases in quality and investment in the guest experience.

–Externally measured Guest Satisfaction Index (GSI) achieved

scores over 100 in all three regions, showing we are outperforming

our peers as we focus on guest experience improvements.

–Continued plans to ensure a consistent high-quality experience

for each of our brands, including improvements in food and

beverage, hotel condition and service.

2026 priorities

–Improve the guest experience and elevate brand performance

by prioritising quality and experience across areas such as

loyalty recognition, groups and meetings, digital engagement,

service and public spaces.

–Continued focus on data-driven insights, targeted improvement

plans, cross-team collaboration, and ongoing renovations to

increase the number of high-performing properties within

the portfolio.

–Utilise GenAI to deliver actionable guest insights that drive strategic

decision-making and property-level solutions to enhance the

brand and hotel experience.

2025 status

–Our ongoing commitment to energy reduction and decarbonisation

has delivered a 10.2% reduction in energy per available room and

an 11.0% reduction in carbon emissions per available room in 2025

compared with 2019.

–Last year, we reported that we were off track to meet our 2030 target

(46% reduction in greenhouse gas emissions by 2030), and this

continues to be the case in 2025 due to the continued lack of a clean

energy infrastructure in many of our markets, alongside the successful

opening of more hotels globally. This means total carbon emissions

are up 7.7% since 2019.

–We remain dedicated to the actions we are taking to assist hotel

owners in reducing carbon emissions, and while our programmes

will require time to scale, the actions we are taking today will

improve operational efficiency of IHG hotels and prepare us

for accelerated decarbonisation once market factors are

more favourable.

2026 priorities

–Continue implementing our decarbonisation roadmap focusing

on energy efficiency measures in hotels, transitioning to renewable

energy and developing new-build hotels operating with very low

or zero carbon emissions.

–We are re-evaluating our targets, taking into account the evolving

sustainability landscape, including updates to carbon accounting

and target validation criteria and focusing on what IHG is able

to control and influence.

a.Use of Non-GAAP measures: In addition to performance measures directly observable in the Group Financial Statements (IFRS measures),

additional financial measures (described as Non-GAAP) are presented that are used internally by management as key measures to assess performance.

Non-GAAP measures are either not defined under IFRS or are adjusted IFRS figures. Further explanation in relation to these measures can be found

on pages 107 to 112, and reconciliations to IFRS figures, where they have been adjusted, are on pages 250 to 256.

b.See pages 82 to 83 for detailed energy and carbon data. Figures are restated annually (see page 83 for our data methodology). Given 2025 revisions,

performance trends should be assessed using only the restated figures in this report. GHG emissions are presented for 2019, 2024 and 2025 only

to show progress against target and year‑on‑year change. Data for 2020–2023 has been removed for simplicity.



44	IHG	Annual Report and Form 20-F 2025



	Our stakeholders

By engaging closely with our internal and external stakeholders, we build strong,

trusted relationships that support resilient growth, foster collaboration and innovation,

and underpin the long-term success and sustainability of IHG.


	Shareholders and investors

Our ability to maintain strong relationships with shareholders and institutional investors is fundamental to our ability

to access capital markets and ensure IHG’s long-term success.

What impacted them in 2025

–The impact of geopolitical unrest on the

hospitality sector in certain regions, which

could affect IHG’s trading performance

and financial results or influence its

capital allocation policy.

–Executive remuneration policies, including

the potential use of discretion, alignment

with workforce pay and talent retention.

–Environmental concerns and wider

sustainability issues.

Engagement

–Regular investor meetings and participation at

investor conferences by Executive Directors,

senior leadership and the Investor Relations

team.

–Extensive consultations between the

Chair of the Remuneration Committee,

the Chair and institutional investors

and proxy vote advisers.

Outcomes

–Continued investor confidence in

IHG’s performance, long-term viability

and leadership, as demonstrated through

feedback received and across AGM results.

–Enhanced understanding of shareholder

and investor focus areas, including in relation

to strategy, remuneration policy and

environmental, social and governance matters.

–Continued investor confidence in

the composition of IHG’s Board and

Executive Committee.


+	See a description of our dividend policy on page 27, our KPIs on pages 40 to 43, key matters discussed by the Board on pages 124 and 125 and engagement with shareholders relating to Executive Director remuneration on pages 138 to 139 and 142.


+	Visit ihg.plc/investors for more information.


	Guests

Our ability to offer a wide selection of brands with high-quality stay experiences, great value and loyalty rewards is

key to attracting and building trust with IHG’s guests, while continuing to drive commercial performance and revenue.

What impacted them in 2025

–Increased demand for travel and access to a

broader range of locations and experiences.

–Continued desire to book and stay seamlessly.

–Rising cost of living.

–Increased competition among brands to

capture travel demand and brand loyalty.

–Interest in the social and sustainability

profiles of companies.

Engagement

–Major partnerships to enable IHG One Rewards

members to redeem points in exchange for

unique experiences.

–Continued improvement of next-generation

mobile app.

–Guest satisfaction surveys.

–New public space and guest room designs.

Outcomes

–Expanded brand portfolio providing

more choice for guests and more

ways for owners to grow with us.

–Increased choice in growth markets,

including Greater China, India,

Saudi Arabia, Japan and Germany.

–Strengthened IHG One Rewards

programme, providing more ways

to earn and redeem points.

–Increased impact of global partnership

with Action Against Hunger and continued

focus on hotel sustainability practices.


+	See our Guest Love KPI on page 43 and how the Board had regard for guests as part of its consideration of strategic and operational matters on pages 124 to 125.


	Hotel owners

IHG’s success relies on hotel owners investing in our brands. To remain attractive, we focus on the breadth of our brand

portfolio and the effectiveness of our IHG One Rewards loyalty programme and wider enterprise.

What impacted them in 2025

–High operating costs, including energy,

food and beverage.

–Labour shortages, supply chain challenges

and financial and operational constraints

caused by global macro-economic factors.

–Ability to capture and drive high levels

of demand for their hotels.

–Rollout of new technology to drive

efficiency and revenue.

Engagement

–Direct meetings with CEO and Regional CEOs.

–IHG Owners Association collaboration.

–Portfolio and individual hotel reviews covering

operational, strategic and industry trend updates.

–Conferences, training, webinars, regular

newsletters and bulletins.

–Hotel lifecycle and finance team support.

–Collaboration with governments and industry

to support owners’ businesses and sector

more broadly.

Outcomes

–Launched and acquired new brands.

–Introduced existing brands to more

high-growth markets.

–Continued focus on IHG One Rewards

loyalty contribution.

–Continued incorporating energy conservation

measures into brand standards to reduce

utility bills.

–Introduced or enhanced technology systems

to support owners in managing their

properties, revenue and guest reservations.

–Expanded procurement services across

hotel lifecycle to drive savings.


+	See Brands Guest and Owners Love on pages 34 to 35.

–Next-generation formats for Holiday Inn

Express and Crowne Plaza brand evolution.


+	Visit owners.org for further information about the IHG Owners Association.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	45

The Company measures engagement effectiveness through KPIs, performance,

talent retention, surveys and adherence to policies. It also considers external stakeholders’

views to enhance reputation as well as commercial and social awareness.


	People

Delivery of our purpose to provide True Hospitality for Good means upholding our Room for You promise and working

in a responsible way to cultivate IHG’s strong, global culture and respect for all stakeholders.

What impacted them in 2025

–Continued economic uncertainty and cost-

of-living pressures; increased focus on total

rewards.

–Pressure for hotel and corporate talent,

with requirements for flexible roles,

skills and new capabilities.

–Increased use of AI technologies with

new capabilities required.

–Colleague experience in career development

flexibility, voice and increasing people

leader expectations.

Engagement

–Continued our ‘employee voice’

listening interventions and strengthened

our Employer Brand.

–Activated changes to our performance

and reward approach through our

high-performance culture.

–Built clear expectations and tools

for our people leaders to embed our

high-performance culture.

–Anchored our growth behaviours

through introduction of a global feedback

campaign to grow capability.

Outcomes

–In 2025, we maintained our global

employee engagement score of 87%.

–Reshaped our LTIP and bonus structures

to align to our high-performance culture.

–Launched our IHG One Pass employee

benefits, expanding access to improve

attraction and retention of hotel talent.

–Built strong General Manager pipelines

through our ‘Journey To’ capability

programmes.


+	See our employee engagement KPI on page 42, how the Board had regard for people in Board and remuneration decisions on pages 139, 145 and 163. Voice of the Employee disclosure on page 135, and our statement on employee engagement on page 261.


	Communities

Our responsible business approach and the commitments we have made to create a better and more sustainable future

through our Journey to Tomorrow programme actively involve and support the communities in which we operate.

What impacted them in 2025

–Cost-of-living pressures and rising levels

of food insecurity, influenced by ongoing

geopolitical tensions.

–Access to business skills development

and local employment opportunities.

–The impact of environmental challenges

across many of the communities where

we operate.

–Natural disasters, including hurricanes in

the US and typhoons in South East Asia.

Engagement

–Partner with specialist organisations – from

Action Against Hunger on food insecurity,

to disaster relief experts CARE International

and The International Federation of Red

Cross and Red Crescent Societies.

–Work with local education providers and

community organisations to offer skills

building and training opportunities.

–Run our annual Giving for Good month:

offering volunteering and community

activities for colleagues.

–Collaboration on human rights, including

launching new training on preventing human

trafficking developed with industry peers.

Outcomes

–10.2 million lives improved since 2021

through our collective action and work

with charity partners.

–Teamed up with charities to provide skills

training and job opportunities through

IHG Academy.

–Colleagues worked with over 700 charities

across events spanning 88 countries.

–Responded to 22 natural disasters

around the world.


+	See the Responsible Business Committee Report on pages 134 and 135.


+	Visit ihgplc.com/responsible-business for further information on our community commitments.


	Suppliers

Responsible supplier relationships are vital for IHG in driving efficiency and effectiveness throughout our supply chains.

What impacted them in 2025

–Ongoing uncertainty and disruption in

supply chains.

–Increased focus on sustainability and integrity

within supply chains.

–Increased consumer desire for sustainable

goods and services.

Engagement

–Delivered a targeted carbon management

webinar, supporting selected suppliers

to further develop their decarbonisation

strategies.

–In collaboration with Sedex, progressed

our supplier audit approach by introducing

targeted self-assessment questions for

shortlisted hotel suppliers.

–Introduced a supplier financial health

outreach programme to enhance

visibility of supplier resilience, focusing

on critical suppliers.

Outcomes

–Identified alternative solutions with

suppliers where supply was impacted

across our corporate and hotel estate.

–Remained agile by adjusting our approach

to goods and services sourced from

affected regions.

–Increased collaboration opportunities

with sustainable suppliers and for

sustainable goods in alignment with

our Journey to Tomorrow ambitions.

–Increased visibility and engagement with

critical suppliers to strengthen supply chain

resilience and sustainability performance.


+	Further information about how the Board considered supply chain and procurement is on page 57, and our business relationships, including our statement of business relationships with suppliers, customers and others, is on page 262.


+	Visit ihgplc.com/responsible-business for further information about our approach to responsible procurement.



46	IHG	Annual Report and Form 20-F 2025



	Our approach to risk and resilience

Delivering IHG’s strategic objectives requires balancing growth opportunities with resilience

and agility. Our risk management framework underpins this balance, ensuring decisions

are informed, controls are robust and emerging risks anticipated.


	How we define and review our risk appetite and risk tolerance

Key accountabilities and activities

The Board, supported by the Audit Committee, Executive

Committee and delegated committees, is accountable for:

–maintaining a robust framework of effective controls

that enable risks to be managed;

–ongoing consideration of emerging and evolving

uncertainties across a wide range of topics and

timeframes;

–reviewing the overall levels of risk within the business,

our resilience to individual and aggregated uncertainties

and implications for strategic decision-making;

–evaluating our risk appetite and tolerance as part of

setting strategy, and cascading expectations through:

–our values and behaviours, reinforcing a risk

aware culture;

–our Code of Conduct, delegations of authority

and other key global policies;

–our goals and targets;

–frequent leadership communications to guide

decisions and set priorities; and

–reviewing policies, initiatives and learnings to determine

if they have operated within acceptable risk tolerances

where priorities have shifted or additional actions were

required to continuously enhance our future resilience.

Key milestones and outcomes

–Executive Committee and Board strategy meetings,

considering the level of risk we are willing to take

across our strategic priorities.

–Refining and communicating our bold ambitions

through our strategic priorities and associated

growth behaviours.

–Periodic review of key global policies, including

the Delegation of Authority.

–Dedicated Executive Sub-Committee to review

our risk financing and insurance strategy.

–Annual mandatory Code of Conduct training

to all colleagues.


	How we identify, discuss and escalate risks, including emerging factors

Key accountabilities and activities

Management teams across IHG are aware of the

challenges our current industry context creates. Risks

are identified, discussed and escalated through a variety

of steps across our decision-making calendar, including

specific interventions facilitated by our global Risk and

Assurance team. In 2025, these have included:

–portfolio risk reviews with the full Executive Committee;

–deep-dive discussions of each principal risk with

nominated Executive Committee sponsors;

–regional and functional leadership risk conversations

on risk prioritisation and preparedness to inform

strategic planning and investment decisions across

their area of the business;

–ongoing engagement with first-line teams with

day-to-day responsibilities for identifying and managing

risk within key decisions, programmes and transactions,

and escalating where appropriate; and

–targeted discussions of identified emerging topics,

including generative AI, supply chain resilience, and

social and ethical expectations factors, with external

insight where valuable. We think about emerging

risks as:

–new risks, or existing risks in a new context,

when the nature and value of the impact are

not yet known or understood; and

–factors with an increasing impact and probability

over a longer time horizon.

Key milestones and outcomes

–Risk and Assurance team partnered with the Strategy

team to guide regional and functional leadership

teams in reviewing their risk profiles as part of

2026 strategic planning and investment requests.

–Refreshed risk profiles for each principal risk,

considering trend indicators and key controls,

reviewed with Executive Committee sponsors.

–Mid- and full-year Executive Committee principal

risk review, reported to the Board.

This section should be read together with the 2025 Board focus areas and activities and its delegated committees, and:


+	Pages 123 to 137 for 2025 focus activities and its delegated committees.


+	Pages 30 to 39 for Our Strategy.


+	Pages 22 and 23 for more detailed discussion of trends impacting our industry.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	47


	How we integrate our risk management and internal control framework components within our business processes

Key accountabilities and activities

–Managing risk isn’t one dimensional and management

teams across IHG apply many levers and routines

to anticipate, address and respond to uncertainty

as they drive to achieve business objectives.

–To align across the many different operational

and functional teams, the Risk and Assurance team

describe our risk management and internal control

framework using a deliberately simple structure

that can be applied to any principal risk area.



Culture and leadership Leadership/ accountability Policy/standards Targets/incentives Communication/ training	Processes and controls Risk assessments for key topics Specific process/ control routines Specific measurement activities	Monitoring and reporting Indicators/ dashboards Internal/external reporting

–Elements of the framework are subject to ongoing

review and adjustment by management teams,

supported by subject matter experts including

consideration of how AI can be integrated.

–The Audit Committee reviews the ongoing effectiveness

of the risk management and internal control framework.

Key milestones and outcomes

–Review of key controls for each principal risk

with relevant Executive Committee sponsors.

–Consideration of confidence in the effectiveness

of our controls and resilience to risk with each of the

Executive Committee member’s leadership team.



	The following pages describe examples of our key controls, and we will be reviewing the effectiveness of the most important controls in 2026.


	How the Board obtains assurance in our risk management and resilience

Key accountabilities and activities

–Our governance arrangements enable the Board

and its delegated committees to receive insight

and conclude on the appropriateness of our risk

management and overall resilience during the year.

These include:

–risk and control considerations within presentations

from executive leadership on strategic delivery

and major programmes and technology initiatives,

including adoption of AI capabilities;

–updates on matters potentially impacting our

overall resilience, including our increased reliance

on third-party suppliers, and our crisis management

and business continuity frameworks;

–briefings on specific risk and control topics from

key second-line teams, such as information security,

privacy, ethics and compliance, financial governance,

operational safety and security, loyalty and System

Fund controls;

–review of our Group insurance arrangements,

including cyber;

–independent third-line internal audit reporting

on specific reviews, thematic observations on the

effectiveness of the risk management and internal

control framework, and trends from confidential

disclosure channel reporting and investigations; and

–updates from Risk and Assurance and the external

auditors to the Audit Committee in relation to

corporate governance developments.

For further information on how the Board and senior

management obtain assurance in our risk management

and resilience, see pages 123 to 137, which detail the

2025 focus areas and activities for the Board and its

delegated committees.

Key milestones and outcomes

–The Board concludes on the effectiveness of IHG’s

risk management and internal control framework.

–Annual assessment of Global Internal Audit.

–


+	Our Risk Factors on pages 264 to 271.


+	Further detail on formal risk appetite and tolerance is provided in this report. For example, our appetite for financial risk is described in note 23 to the Group Financial Statements on pages 220 to 224.



48	IHG	Annual Report and Form 20-F 2025



	Our principal risks and uncertainties

Like many companies, we continue to face a dynamic environment, which includes multiple

factors from outside IHG and other inherent execution risks relating to our own initiatives

which have the potential to affect the level of uncertainty in relation to our principal risks.

Each of our principal risks often present

opportunity and threat at the same time.

We consider all risks to be material in

absolute terms with further detail of how

they have developed in 2025 shown on

the following pages.

Executive management monitors

indicators of changes in trends for key

uncertainties we face. These are shown

for each risk below. We also discuss

our existing levels of preparedness

and whether we need to evolve

our risk management and internal

control response, refresh our resilience

plans to anticipate threats or position

ourselves to exploit opportunities.


Existing and emerging realities for 2026–2028…	Refreshed principal risks for 2026–2028.
–Government policy pivots (tariffs, labour, tax). –Escalating or spiking geopolitical tensions. –Market or financial turbulence (including cost of capital, supplier financial stress). –Evolving cyber-attack methods. –Variability and uncertainty in regulatory enforcement. –Litigation and regulatory complaints by pressure and special interest groups. –Social trends and attitudes – including expectations on franchisors. –Embedding of high performance culture across IHG teams.	Refreshed principal risks – 2026–2028		Executive risk sponsor	Trend
		Guest preferences for, or loyalty to, IHG-branded hotel experiences and channels	–Global Chief Commercial and Marketing Officer
		Owner preferences for, or ability to invest in, our brands	–Global Chief Commercial and Marketing Officer –Regional CEOs
		Talent and capability attraction or retention	–Chief Human Resources Officer
		Data and information usage, storage, security and transfer	–Global Chief Product and Technology Officer –Global Chief Commercial and Marketing Officer –Executive Vice President General Counsel and Company Secretary
		Ethical and social expectations	–Executive Vice President General Counsel and Company Secretary –Executive Vice President Global Corporate Affairs –Chief Human Resources Officer –Chief Financial Officer
		Ethical and social expectations
		Legal, regulatory and contractual complexity or litigation exposures	–Executive Vice President General Counsel and Company Secretary
		Supply chain efficiency and resilience (including corporate and hotel products and services)	–Chief Financial Officer –Chief Product and Technology Officer –Executive Vice President General Counsel and Company Secretary
		Operational resilience to incidents or disruption or control breakdown (including geopolitical, safety and security, cybersecurity, fraud and health-related)	–Executive Vice President General Counsel and Company Secretary –Chief Financial Officer –Chief Product and Technology Officer –Regional CEOs
		Our ability to deliver technological or digital performance or innovation (at scale, speed, etc.)	–Chief Product and Technology Officer –Global Chief Commercial and Marketing Officer
		The impact of climate-related physical and transition risks	–Chief Financial Officer –Executive Vice President Global Corporate Affairs –Executive Vice President General Counsel and Company Secretary

We do not treat artificial intelligence

as a standalone principal risk as we

consider AI‑related scenarios, including

those affecting distribution, loyalty,

data usage and regulatory compliance,

within many of the principal risks

described in this section.

Link to our strategy

Our four strategic priorities are core

to our success and represented

as follows; we consider all principal

risks to be interconnected with, and

influential to, the successful delivery

of all our strategic pillars.





	Relentless focus on growth

	Brands guests and owners love

	Leading commercial engine

	Care for our people, communities and planet


+	For more on our strategy, see pages 30 to 39.
	For more on our strategy, see pages 30 to 39.


Key to trend indicators
	Increasing (from previous year)	Stable (from previous year)	Decreasing (from previous year)


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					Annual Report and Form 20-F 2025	IHG	49


	Guest preferences for, or loyalty to, IHG- branded hotel experiences and channels

	Why this uncertainty is important to the achievement of our strategic objectives over the next 1–3 years Our growth ambitions rely on targeted investment in brand building, loyalty, partnerships and digital platforms, supported by timely insight into evolving guest experiences. Preference and trust in our brands depend on our ability to deliver the fundamentals consistently while meeting rising expectations for personalisation and seamless, cross-channel experiences. These expectations sit alongside enduring priorities, such as safety and sustainability and scrutiny of environmental impact. As we strengthen our masterbrand, expand new brands and enhance our digital and loyalty propositions, we are making strategic choices that require us to move at pace in areas shaped by changing consumer behaviour. Failure to manage this uncertainty effectively could erode competitive positioning, slow delivery against our growth agenda and weaken preference among guests and owners.

Example factors discussed with management

to monitor trending

–Future consumer travel preferences and megatrends.

–Loyalty proposition, competitiveness and ability to deliver change

(including at property level through our business model).

–Brand positioning relative to competitors, as measured by social

reviews and guest preference indices.

–Brand awareness and health, including for our masterbrand

and loyalty programmes.

Key controls that support our response to this uncertainty

Culture and leadership:

–Brand strategies and standards to define consistent guest experiences.

–Defined accountabilities for individual brands and brand segmentations,

including IHG masterbrand and loyalty.

–Targets for brand and loyalty performance guided by a multi-year roadmap.

–Brand, service and loyalty colleague training and educational resources.

Processes and controls:

–Governance processes for the introduction of brand standards,

new campaigns and marketing launches, loyalty, technology,

and hotel projects.

–Ongoing initiatives to automate benefit delivery and improve consistency.

Monitoring and reporting:

–Measurement of guest experience through social reviews,

guest surveys and hotel quality evaluations.

–Executive reporting on key guest-facing metrics.

Examples of how the Board obtained assurance

on our risk management and resilience during 2025

–Reviews of brand category and masterbrand awareness,

loyalty strategies and responsible business strategies.

–Review of competitor activity analysis.

–Updates on readiness for artificial intelligence-enabled guest

experience tools.

–Internal Audit assurance over guest delivery governance processes.


	Owner preferences for, or ability to invest in, our brands

	Why this uncertainty is important to the achievement of our strategic objectives over the next 1–3 years Our ability to grow depends on owners seeing clear, enduring value in investing in our brands at a time of economic pressure, inflation and elevated expectations for returns. Confidence in the combined strength of our brands, technology and loyalty platforms influences signings, estate quality and the attractiveness of long-term partnerships. As we refine service delivery models and advance growth avenues, such as branded residences, we are making choices that involve shifting perceptions of value and support. These changes require careful signalling and execution to maintain advocacy. Failure to manage these dynamics could reduce owner appetite, affect pipeline momentum and weaken our competitive standing.

Example factors discussed with management

to monitor trending

–Owners’ financial capacity and investment appetite.

–Confidence in IHG’s platforms and technology integrations.

–Estate health indicators (length of ownership, Guest Love scores,

social media rankings).

–Feedback from owner relationships and advocacy forums.

–Market trends in loyalty and technology propositions.

Key controls that support our response to this uncertainty

Culture and leadership:

–Clear priorities for brand, loyalty, and technology strategies.

–Governance structures and leadership responsibilities to monitor

owner returns and support owner finance.

–Colleague training on drivers of loyalty and owner returns.

Processes and controls:

–Initiatives to reduce opening and operating costs and improve efficiency.

–Controls for technology rollouts, including pre-launch testing.

–Compliance processes such as Guest Love and quality.

Monitoring and reporting:

–Regular tracking of cost to build, open and operate hotels.

–Key Executive Committee metrics on Growth and Enterprise,

and Loyalty contribution.

–Measurement of ongoing performance and strategy delivery.

Examples of how the Board obtained assurance

on our risk management and resilience during 2025

–Market updates from regional CEOs on owner sentiment

and financial capacity.

–Reviews of new brand launches, partnership and owner-facing technology.

–Updates on loyalty programme changes and procurement strategies.

–Update on energy, water and waste initiatives.

–Oversight of branded residence initiatives and service model transitions.

–Internal Audit reviews of capital expenditure and partnership practices.


+	For further information on why hotel owners choose to work with IHG see page 29.



50	IHG	Annual Report and Form 20-F 2025



	Our principal risks and uncertainties continued


	Talent and capability attraction, retention and development

	Why this uncertainty is important to the achievement of our strategic objectives over the next 1–3 years Delivering our strategic ambitions depends on our ability to attract, develop and retain high-quality talent across our hotels, reservations offices and corporate functions. Labour market conditions and evolving policy developments in key markets such as the US, China and India influence talent availability and the pace at which we can build skills and capabilities. Our ability to sustain attraction, engagement and retention while navigating the introduction of automation and AI and addressing increasing costs will require continued organisational resilience. Continued people-cost pressures heighten the challenge for hotels and owners to attract and retain talent. Where talent-related responsibilities sit with hotel owners, outcomes are dependent on the effectiveness of their practices as well as our own. Failure to respond effectively could impair hotel operations, weaken leadership and capability pipelines, and increase exposure to non‑compliance or litigation.

Example factors discussed with management

to monitor trending

–The competitiveness and attractiveness of our recruitment, learning

and talent development offer within the hospitality market as well

as alternative industries.

–The health of our internal talent and succession pipeline and

development pathways, including the impact of expectations

of productivity, agility, and performance.

–Key talent engagement and turnover.

–External macro factors, including evolving expectations on inclusion

in the workplace, labour practices, operational practices, remuneration

structures, and potential for political and regulatory volatility.

Key controls that support our response to this uncertainty

Culture and leadership:

–Employer brand strategies and policies.

–Defined accountabilities and steering structures for key talent

leadership topics, including leadership boards and employee

resource groups.

–Short- and long-term incentive programmes, incorporating

specific incentives for key teams and colleague travel benefits.

–Training and education resources on people leadership and

management skills.

Processes and controls:

–Specific recruitment, hiring onboarding and offboarding processes.

–Compensation and benefits benchmarking, including executive

remuneration, competitive offering aligned with budgets and

payroll processes.

–Global annual talent and performance cadence, including talent

forums and supporting technology.

Monitoring and reporting:

–Ongoing Executive Committee tracking of performance, culture

and key people metrics.

Examples of how the Board obtained assurance

on our risk management and resilience during 2025

–Review of Executive Committee talent and succession pipeline.

–Review of remuneration and incentive strategies and policies.

–Review of Voice of the Employee feedback.

–Review of Journey to Tomorrow people targets.

–Internal Audit reviewed governance of employee engagement

metrics and colleague travel benefits.


+	For further information see Our People pages 62 to 67.


	Data and information usage, storage, security and transfer

	Why this uncertainty is important to the achievement of our strategic objectives over the next 1–3 years Data underpins our ability to drive revenue, enhance loyalty and support decision‑making. As we transition to cloud‑based and third‑party platforms, we face increasing dependency on external infrastructure, new governance demands and more complex data flows across regions. Global divergence in privacy, localisation and consent requirements, together with accelerating AI adoption, creates uncertainty and elevates the importance of data integrity and lifecycle management. We are building new capabilities and expanding partnerships to support our strategy, which introduces additional points of exposure. Failure to manage these dynamics could result in operational disruption, financial or reputational harm and reduced stakeholder trust in how we use and protect high‑value information assets.

Example factors discussed with management

to monitor trending

–Expectations for personalisation, commercialisation and monetisation

of data in support of commercial performance.

–Data infrastructure complexity, including relationships with third-party

cloud providers, loyalty/customer platforms and hotel systems.

–Cybersecurity threats and trends, including agile threat actors

and fraudsters, and growing use of AI tools to perpetrate attacks.

–Developments in regulatory complexity and enforcement, including

privacy laws and growing expectations for data integrity.

Key controls that support our response to this uncertainty

Culture and leadership:

–Information governance operating framework.

–Policies for information security and personal data handling, including

emerging requirements related to AI and cloud-based platforms.

–Colleague awareness campaigns on phishing, data integrity,

and general security education and testing.

–Centralised expertise for information security, privacy and governance.

Processes and controls:

–Privacy and information security risk assessments and horizon scanning,

including third-party dependencies.

–IHG privacy framework, including privacy impact assessment process.

–Third-party risk management and threat management programme,

including due diligence for key vendors.

–Data tagging and classification processes.

Monitoring and reporting:

–Sarbanes-Oxley Act 2002 (SOX) compliance testing of key data controls.

–Management monitoring of information security issues and privacy

programme development.

–Independent assessments of key controls for payment cardholder

data and international money and security transfers.

Examples of how the Board obtained assurance

on our risk management and resilience during 2025

–Presentations on guest and hotel technology strategy, cyber risks

and infrastructure evolution.

–Review of data privacy programme.

–Updates on cyber insurance renewal strategy.

–External cybersecurity assessments on emerging AI-related cyber risks.

–Audit Committee discussion of AI deployment plans and associated

control considerations.

–The Internal Audit plan included several independent reviews

of processes for verifying and validating key metrics, and

programme and configuration governance.


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					Annual Report and Form 20-F 2025	IHG	51


	Ethical and social expectations

	Why this uncertainty is important to the achievement of our strategic objectives over the next 1–3 years Operating in more than 100 countries exposes us to rapidly shifting expectations about ethical and responsible business conduct. Scrutiny of corporate values and social positions is intensifying, with local dynamics varying across markets and brand segments. As a franchisor operating across a varied estate, we must balance influence and accountability while continuing to advance our inclusion and responsible business commitments. Entering new markets, evolving brand propositions and responding to social flashpoints require judgement and adaptability. Misalignment with stakeholder expectations – or a failure to respond to emerging issues – could undermine trust, constrain growth and create reputational exposure.

Example factors discussed with management

to monitor trending

–Interest in our ethical and social performance from the media and investors.

–External stakeholder expectations for IHG to manage and drive ethical

and responsible business through our supply chains and across our

wider business, including our franchised properties.

–Industry benchmarking, noting the challenging operating environment

in many markets to build brands while also considering stakeholder

responsibilities.

–Corporate account interest in travel and hospitality ethical and

social performance.

–Colleague perceptions of our performance.

Key controls that support our response to this uncertainty

Culture and leadership:

–IHG Code of Conduct supported by individual policies and brand

standards on ethical and social topics.

–Formal IHG position statements including Modern Slavery Statement

and Approach to Tax.

–Defined accountabilities for key responsible business topic steering

and oversight.

–Journey to Tomorrow goals, community strategy, partnerships,

and engagement in cross-industry groups.

–Mandatory and support training on responsible business topics.

Processes and controls:

–Periodic risk assessments (anti-bribery, human rights, new country entry).

–Owner and supplier due diligence processes.

–Responsible labour requirements for hotels.

Monitoring and reporting:

–Executive tracking of human rights performance, responsible

procurement metrics and confidential disclosure channel

reporting trends.

–Tracking of Code of Conduct training levels for key leaders.

–Tracking of supplier code acceptance and monitoring of adverse

supplier practices.

Examples of how the Board obtained assurance

on our risk management and resilience during 2025

–Review of Code of Conduct.

–Updates on strategies for ethics and compliance, community

partnerships, human rights and responsible procurement supported

by external perspectives.

–The Internal Audit team maintained oversight of the confidential

reporting hotline and supported independent investigations

where required.


+	For further information see our Being a responsible business pages 54 to 84.


	Legal, regulatory and contractual complexity or litigation exposures

	Why this uncertainty is important to the achievement of our strategic objectives over the next 1–3 years Our growth ambitions and digital transformation expose us to a wide and evolving set of legal, regulatory and contractual requirements across multiple jurisdictions. Rapid legislative change, differing enforcement approaches, sanctions regimes and the rise of litigation, including class actions and joint‑employer theories, require ongoing attention. Our business model depends on complex owner and supplier relationships, including partnerships with major technology providers. These arrangements bring significant opportunity but also increase the importance of contractual clarity, governance discipline and compliance. Failure to navigate these uncertainties could result in regulatory breaches, monetary or non‑monetary penalties, adverse litigation outcomes and reputational harm.

Example factors discussed with management

to monitor trending

–The scope and maturity of regulation, encompassing ongoing

legislative developments that impact our franchise relationships

with hotel owners, our supplier interactions, our obligations to

consumers and colleagues, and emerging requirements related

to generative AI.

–The frequency and severity of regulatory enforcement, which

can vary considerably between territories, and which is subject

to political influence. This includes ongoing use of sanctions

and countermeasures as foreign policy tools.

–The rapid evolution of litigation and class action lawsuits, including

the impact of external funding on both costs and claim volumes.

Key controls that support our response to this uncertainty

Culture and leadership:

–IHG Code of Conduct and Delegation of Authorities supported

by individual policies on regulatory matters (anti-bribery, sanctions,

anti-trust, etc.) and an overarching policy governance framework.

–Defined legal accountabilities and organisational structures for

information governance, safety, privacy and regulatory compliance.

–Education and training resources for first-line colleagues, including

hotel general managers, on key legal, regulatory, and contractual

requirements.

Processes and controls:

–Risk assessments on specific regulatory matters.

–Specific control processes, including third-party due diligence,

franchise disclosure, new country entry, sanctions monitoring,

HR procedures and entity management.

–Compliance programmes for safety, anti-bribery, anti-trust and privacy.

Monitoring and reporting:

–Executive-level reporting on operational safety and security, privacy,

ethics and compliance, human rights trends and litigation matters.

–Corporate governance and regulatory developments updates.

Examples of how the Board obtained assurance

on our risk management and resilience during 2025

–Review of corporate governance, regulatory and corporate affairs

developments (including external advice).

–Specific updates on regulatory topics including privacy, tax,

fraud and litigation.

–The Internal Audit team assessed governance for compliance

with incoming regulatory changes.



52	IHG	Annual Report and Form 20-F 2025



	Our principal risks and uncertainties continued


	Supply chain efficiency and resilience (including corporate and hotel products and services)

	Why this uncertainty is important to the achievement of our strategic objectives over the next 1–3 years Geopolitical fragmentation, regionalisation and shifts in trade policy increase uncertainty in sourcing, input costs and supply continuity. Supporting owners navigating cost pressures and disruption is central to our competitiveness and the resilience of our global estate. As we broaden our supplier base and integrate more technology‑enabled and AI‑driven providers, including new entrants to the market, we are expanding the range of capabilities we depend on. This requires clear accountability for performance, security and commercial outcomes. Failure to adapt effectively could affect hotel openings and renovations, commercial channel performance, margins and overall reputation.

Example factors discussed with management

to monitor trending

–The complexity of our corporate supply chain (including partners

we work with, marketing investments and outsourced services).

–External geopolitical, economic and environmental instability,

including trade, labour and other government policies.

–Key supplier financial health and resilience, including exposures

to conflict-affected geographies and the potential for disruption

from technology and AI.

–Legislative, regulatory, and code changes, including demands

for transparency and due diligence across global supply chains.

–The complexity and competitiveness of the hotel supply chain

(including partners we work with, market investments and outsourced

services) with increasing regionalisation and deglobalisation trends.

Key controls that support our response to this uncertainty

Culture and leadership:

–Key policies and delegated authorities, supported by training resources,

to structure how we engage with suppliers (for example, capital

expenditure controls, policies for procurement, information security,

supplier conduct).

–Dedicated cross-business forum to review supply chain risk

and control matters.

Processes and controls:

–Supplier financial risk ratings, due diligence assessments and

certifications, and onboarding and offboarding processes.

–Regular validation of supplier security controls.

Monitoring and reporting:

–Tracking of service level agreements, regular meetings

and executive status updates for strategic suppliers.

Examples of how the Board obtained assurance

on our risk management and resilience during 2025

–Audit Committee oversight of emerging supply chain risks

and governance.

–Procurement considerations within market updates from regional CEOs.

–Review of specific major supplier contracts.

–The Internal Audit plan included independent assurance over

procurement processes within a key market.


+	For our approach to Responsible Procurement see pages 57 to 59.


	Operational resilience to incidents or disruption or control breakdown (including geopolitical, safety and security, cybersecurity, fraud and health-related)

	Why this uncertainty is important to the achievement of our strategic objectives over the next 1–3 years Operating at global scale exposes us to a wide range of disruptive uncertainties, including geopolitical volatility, cyber threats (amplified by AI), fraud, natural disasters and health‑related incidents. Foundational controls for safety, security and resilience must remain robust as we expand into new markets, modernise systems and adopt AI‑enabled technologies. These changes increase the complexity of our operating environment and the risk of control breakdown, particularly where processes become more automated or where dependencies on third parties rise. Failure to anticipate or respond effectively could disrupt operations, lead to financial loss or claims and reduce stakeholder confidence.

Example factors discussed with management

to monitor trending

–Internal and external threat levels linked to geopolitics, cyber-crime,

fraud, insider threats, natural catastrophes and extreme weather events.

–Exposure to system and infrastructure failures, including age of key

infrastructure and evolving supplier and data ecosystems.

–Potential for human-related control breakdowns caused by organisational

change, automation and fatigue.

–Stakeholder expectations of how IHG responds to disruption, including

new notification requirements in key territories.

–AI-related risks, including misinformation, vendor risk and litigation exposure.

Key controls that support our response to this uncertainty

Culture and leadership:

–Centralised expertise in resilience, safety and security, threat management

and information security, supported by third-party specialists.

–Crisis management framework, supported by training for duty directors

and leadership teams on escalation protocols and crisis communications.

–Cross-business fraud oversight and updated Fraud Prevention Policy.

–Targeted awareness campaigns for potential threats (for example, phishing).

Processes and controls:

–Ongoing management risk assessments in executive leadership teams,

supported by geopolitical intelligence.

–Contractual provisions for resilience, insurance and information security.

–Specific preventative controls, including privileged access reviews

and localised fraud risk strategies.

–Business continuity and disaster recovery planning for key processes

and services and supplier relationships.

–Brand Safety Standards, including digital self-assessments for

managed hotels.

Monitoring and reporting:

–Periodic external benchmarking of programme maturity (safety, cyber,

threat management).

–Compliance reporting to senior management.

–Ongoing control monitoring, including SOX testing (financial, IT controls).

Examples of how the Board obtained assurance

on our risk management and resilience during 2025

–Reviews of operational safety and security, serious incidents and threats,

financial control and governance, fraud risk management and cybersecurity.

–Specific updates on geopolitical risks, including within regional CEO

updates in relation to priority growth markets.

–PwC assurance on SOC1 control reports.

–Internal Audit assessed the Identity and Access Management programme.


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					Annual Report and Form 20-F 2025	IHG	53


	Our ability to deliver technological or digital performance or innovation (at scale, speed, etc.)

	Why this uncertainty is important to the achievement of our strategic objectives over the next 1–3 years Technology and digital innovation are central to guest experience, operational efficiency and our competitive position. The pace of development in AI, generative AI and cloud platforms, combined with expanding ecosystem complexity, creates uncertainty in execution, governance and resilience. Our multi‑year roadmap requires us to modernise core platforms, retire technical debt and deliver at pace – often in partnership with third parties. These choices introduce dependencies that must be managed carefully. Failure to do so could slow the realisation of benefits, impair competitiveness and heighten operational or reputational risks.

Example factors discussed with management

to monitor trending

–The current state of our foundational technology infrastructure

and applications, and readiness for innovation.

–Status of multi-year investment programmes, particularly where

we are reliant on third parties.

–Pace of change in AI and digital behaviours, and implications

for guest expectations, owners, suppliers and colleagues.

–Talent and capabilities to deliver change, including partnerships

with suppliers, academic institutions and thought leaders.

Key controls that support our response to this uncertainty

Culture and leadership:

–Product and Technology leadership team, including defined

senior leadership accountability for AI and technology architecture

and accountabilities for product ownership across website,

app and loyalty platforms, supported by development teams.

–External networking and thought leadership, including

engagement with educational institutions and consultants.

–AI Steering Committee.

Processes and controls:

–Formalised change management processes, including phased

rollout roadmaps.

–Centralised agile delivery and portfolio management tools.

–Defined governance processes for generative AI initiatives.

–Colleague training on generative AI tools supported by guidance

on responsible use.

Monitoring and reporting:

–Executive-level monitoring of programme execution and

technology debt.

–Portfolio confidence metrics and reporting on cross-functional priorities.

–Specific assessments, including analysis of field services and

organisational readiness.

Examples of how the Board obtained assurance

on our risk management and resilience during 2025

–External benchmarking and strategic planning discussion

on AI-related disruption and risk appetite.

–Audit Committee review of spend governance and control

of key products.

–Internal Audit reviewed governance for generative artificial

intelligence adoption.


	The impact of climate-related physical and transition risks

	Why this uncertainty is important to the achievement of our strategic objectives over the next 1–3 years Climate‑related physical and transition risks create uncertainty for IHG and the owners who invest behind our brands. While acute physical impacts may materialise beyond the near term, investor and regulatory expectations require credible transition planning and visible progress today. Exposure varies significantly by geography, asset type and brand positioning, influencing cost, investment needs, reporting obligations and corporate client expectations. Operating across a range of markets means we must navigate differing levels of readiness and regulatory maturity. Failure to prepare effectively could result in reputational harm, reduced stakeholder confidence and impacts on performance and growth in key markets.

Example factors discussed with management

to monitor trending

–Evolving regulatory and fiscal interventions, including reporting

requirements on corporates.

–Expectations of investors and ratings agencies.

–Cost implications for owners, for example, to build, convert and

renovate hotel assets.

–Corporate client preferences and whether climate considerations

influence travel and spending decisions.

–Exposure to acute and chronic physical risks for our open

and pipeline hotels over the short, medium and longer term.

Key controls that support our response to this uncertainty

Culture and leadership:

–Definition of planet-related goals and programmes within overall strategy.

–Industry, investor and stakeholder engagement on key topics,

including industry standards and financial incentives.

–Steering Committee accountabilities for Journey to Tomorrow

and decarbonisation.

Processes and controls:

–Physical and transition risk assessments, supported periodically

by external resources.

–Energy reduction processes and resources (including brand

standards and e-learning) to help mitigate cost risks for owners.

Monitoring and reporting:

–Hotel energy use reporting via IHG Green Engage tool.

–Executive tracking of TCFD metrics and governance oversight

of climate-related reporting and resource allocation.

Examples of how the Board obtained assurance

on our risk management and resilience during 2025

–Review of TCFD disclosures and the embedding of climate

considerations in strategy, governance, risk management and

performance management.

–Review of climate data, including Internal Audit assurance over energy

data estimation methodologies and governance of Environmental,

Social and Governance metrics.


+	For further information see Our planet pages 70 to 84.


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					Annual Report and Form 20-F 2025	IHG	55

Our approach to

responsible business

Creating a culture of responsibility that permeates every level of our organisation is central

to how we operate. Alongside our Journey to Tomorrow plan, this commitment is reflected

more widely in our strategy, policies, initiatives and engagement with colleagues, customers,

industry and communities.

Our approach to responsible business

guides our operations and underpins

our performance. We recognise

that stakeholders value how we grow

and contribute to positive change.

To align our work with the most

critical responsible business issues,

we conduct materiality assessments

to understand our impact and set

our priorities. These assessments help

us stay focused on the issues most

relevant to our stakeholders, industry and

long-term success. For more details

on how we engage with stakeholders,

please read pages 44 to 45.

‘Care for our people, communities

and planet’ is one of IHG’s four key

strategic pillars and our Journey to

Tomorrow responsible business plan

is a critical element of how we deliver

on this. The commitments that sit

within this plan build on important work

achieved over the years, and at the core

of our responsible business commitment

is strong leadership. The Board oversees

our ethical standards of governance,

reinforcing our culture, values and

responsible business conduct.

The Responsible Business Committee

of the Board oversees the Journey

to Tomorrow plan, ensuring our

responsible business commitments

are embedded within our strategy

and regularly reviewed for progress

and accountability.

How our Journey to Tomorrow plan supports our strategic priorities:

Relentless focus

on growth

Brands guests and

owners love

Leading commercial

engine

Care for our people,

communities and planet

Our people

Champion an

inclusive culture

where everyone

can thrive

Communities

Improve the lives of

30 million people in

our communities

around the world

Carbon and energy

Reduce our

energy use and

carbon emissions

in line with

climate science

Waste

Pioneer the

transformation to

a minimal-waste

hospitality industry

Water

Conserve water

and help secure

water access in

those areas

at greatest risk


+	More on pages 62 to 67.
	More on pages 62 to 67.


+	More on pages 68 to 69.
	More on pages 68 to 69.


+	More on pages 70 to 71.
	More on pages 70 to 71.


+	More on page 72.
	More on page 72.


+	More on page 73.
	More on page 73.



56	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued

Our culture


	Guiding our approach and purpose
	Our culture, shaped by our values and growth behaviours, informs our decisions and how we execute our strategy. Our culture provides the foundation for how we behave responsibly and how we deliver our purpose of True Hospitality for Good.

Our values

Do the

right thing

Show

we care

Aim

higher

Celebrate

difference

Work better

together

Our growth behaviours

Ambitious

Dedicated

Our structure

and governance

The IHG Board has ultimate

responsibility for ensuring our culture

and ways of working align with our

purpose and strategy. Throughout

the year, the Board and its Committees

review updates and reports on strategic

progress through a governance and

culture lens.

The Board actively challenges and

supports senior leaders, particularly

when policies or initiatives need

adjustment to maintain alignment

between strategy and culture.

Day-to-day responsibility for shaping

and embedding culture is delegated

to the CEO, who, together with the

Executive Committee (EC), sets the

tone from the top by fostering an open,

honest and empowering workplace.

The EC is responsible for executing

the Group’s strategy and keeping the

Board informed on operations and

workplace culture.

IHG’s hotel development and

operations are organised regionally –

Americas, EMEAA, and Greater China –

supported by global functions

including Commercial and Marketing,

Product and Technology, Finance,

Human Resources, Corporate Affairs,

and Business Reputation and

Responsibility.

Courageous

Regional and global leadership teams

execute strategic priorities in line

with the Group’s culture and values.

Decisions on hotel developments

and capital expenditure are reviewed

by the relevant deal approval and

expenditure committees in line with

the Group’s Global Delegation of

Authority Policy, which sets out

controls for financial commitments

and approvals. Proposals above certain

thresholds require approval from the

Group’s Capital Committee, which

reports to the EC.

The Group operates through over

340 subsidiaries worldwide, providing

the legal framework to enter into

contracts and commitments.


+	Information on the Board’s monitoring and assessment of our culture is included on page 125.

Code of Conduct

and related policies

IHG’s Code of Conduct (Code) sets

the standard for how we do business

and underpins our commitment to

providing True Hospitality for Good.

The Code seeks to enable colleagues to

make the right decisions, in compliance

with the law and IHG’s expectations

about conduct.

Caring

The Board, EC and all colleagues

working in IHG corporate offices,

reservation centres, and owned &

leased and managed hotels must

comply with the Code. We expect

those we do business with, including

our franchisees, to uphold similar

principles and standards.

The Code is reviewed and approved

by the Board on an annual basis,

and is supported by annual e-learning

requirements. We monitor and assess

how our values are being embedded

into our culture through a variety

of methods, such as through direct

engagement, employee engagement

surveys, tracking of e-learning

completion and our confidential

reporting hotline.

The Code contains an overview of

our values and Group-level policies,

including those relating to human

rights, respect in the workplace, equal

opportunities, accurate reporting,

information security, anti-bribery

and corruption, and the environment.

It also provides guidance on how

colleagues can raise concerns or

seek further help.


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Additional detail regarding other areas

of the Code, such as our commitment

to creating a culture of inclusion, is on

pages 62 and 63, and driving respect

for human rights is on page 66. Initiatives

to respond to legal and regulatory

uncertainties and ethical and social

expectations are on page 51.


+	IHG’s Code of Conduct is available in 14 languages on the Company’s intranet and at ihgplc.com/en/investors/ corporategovernance/code-of-conduct

Speaking up

A core component of our people culture

is respect in the workplace. IHG has zero

tolerance for any form of discrimination,

harassment or bullying, in line with our

Respect in the Workplace Policy. While

we uphold our responsibility to behave

ethically and protect IHG’s reputation,

it is possible that in limited instances, a

colleague may act in a way that conflicts

with the principles set out in the Code.

Guidance is given to report concerns

directly to line managers, supervisors or

local HR representatives. A confidential

reporting hotline and online reporting

facility are available and globally advertised.

Concerns can also be reported to

the Head of Risk and Assurance or the

General Counsel and Company Secretary.

The Board routinely reviews summaries

of reported concerns and ensures that

processes are in place for investigations

and follow-up.

Safety and security

IHG is dedicated to ensuring a safe,

secure and healthy environment

for all colleagues, guests and visitors.

All operations must adhere to relevant

health, safety and security laws. In addition

to legal compliance, IHG proactively

seeks opportunities to enhance the

management of safety and security risks,

implementing mandatory Brand Safety

Standards across all hotels to ensure

consistency. Initiatives addressing safety

and security risks can be found on

page 52.

Bribery and corruption

IHG is committed to operating with

integrity. Colleagues are not permitted

to engage in bribery or any form of

financial crime, including fraud, money

laundering, violations or circumvention

of economic and trade sanctions and

tax evasion or the facilitation of tax

evasion. This standard also applies to

agents, consultants and other service

providers who do work on our behalf.

Our Anti-Bribery Policy sets out

our zero-tolerance approach and is

applicable to all Directors, EC members,

employees and colleagues in owned

& leased and managed hotels. It is

accompanied by anti-bribery content

in our mandatory Code of Conduct

e-learning module.

Our Gifts and Entertainment Policy

and guidance further support our

approach in this area.

Initiatives to respond to legal,

regulatory, ethical and compliance

risks are more broadly discussed

on page 51.



	IHG is a member of Transparency International UK’s Business Integrity Forum.

Handling information responsibly

We are committed to ensuring that

guests, loyalty programme members,

colleagues, shareholders, owners and

other stakeholders trust the way we

manage data. As part of our privacy

and information security programmes,

we have standards, policies and

procedures in place to manage how

personal data can be used and should

be protected. Our e-learning training

for employees on handling information

responsibly is a mandatory annual

requirement and covers topics such

as password and email security, using

personal data in accordance with our

policies and privacy commitments,

how to work with vendors and

transferring data securely. This year

we held tabletop exercises to practise

our ability to detect and respond to

potential security events, as well as

phishing exercises.

We continue to develop our privacy

and security programmes to address

evolving requirements and take

account of developing best practice.

The Board regards cybersecurity

as a critical business discipline, and

it regularly receives updates on the

Group’s cybersecurity risk management

and control arrangements.


+	See page 50 for further detail on uncertainties relating to data and information usage, storage, security and transfer.

Our behaviours

By demonstrating our growth

behaviours – ambitious, dedicated,

courageous, caring – our leaders and

employees create an environment

that encourages high performance,

while operating responsibly in a way

that helps us achieve our strategic

priorities and purpose. Our policies,

communications, learning programmes

and performance management

processes reflect these behaviours,

ensuring they act as a compass for

how we do things and help us create

an inclusive culture for all.

Responsible procurement

We grow our business with innovation

and sustainability at the core, guided

by high standards of conduct. These

principles shape how we select and

engage with suppliers. We strive to

work with suppliers who uphold our

ethical standards and share the ethos

of our Journey to Tomorrow plan.

Our supply chains span hotel and

corporate spend. Purchasing of hotel

goods and services predominantly

occurs locally, as most hotels are

independently owned and manage

their own supply chains. In key

markets, IHG Global Procurement

offers procurement programmes for

certain goods and services related

to building, opening, renovating,

and operating hotels, enabling hotels

and owners to leverage IHG’s scale.

Hotel procurement programmes are

available in the US, Canada, Mexico,

the Caribbean, Greater China, and

EMEAA, covering the UK, Germany,

France, the United Arab Emirates,

Saudi Arabia, India, Australia, New

Zealand, Japan and Singapore. Our

corporate supply chain encompasses

the procurement of technology,

office facilities and professional

services such as marketing

and consultancy.

To manage and monitor this, IHG has

implemented a Global Procurement

Policy, Centralised Purchase Order Desk,

and a Source-to-Pay system to oversee

third-party corporate expenditure,

while continuing to roll out purchasing

systems to support owned & leased,

managed and franchised hotels in

key markets.



58	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued
	Our culture continued

Strategic supplier relationships,

particularly with global technology and

outsourcing providers, are regularly

reviewed to ensure alignment with

business objectives, to harness

innovation, manage risk and drive

value realisation.

Global Procurement, supported by

our digital solutions and policies (like the

Supplier Code of Conduct (SCC) and the

Procurement Policy), plays a pivotal role

in setting our expectations for suppliers

and business stakeholders to conduct

business ethically. This involves ensuring

that responsible business criteria are

incorporated into our supplier selection

process. Our Responsible Procurement

team offers training and guidance

across corporate, managed and

franchised teams, including procurement

colleagues in our corporate offices.

IHG continues to comply with the UK

statutory reporting duties on payment

practices and performance.

Policy and guidance

We acknowledge the environmental

and social impacts associated with our

supply chain and expect our suppliers

to uphold principles of integrity and

respect consistent with our own.

Accordingly, all new corporate

suppliers are required to either accept

the Supplier Code of Conduct (SCC)

during onboarding or demonstrate

equivalent policies. In 2025, 100%

of new corporate suppliers signed

the SCC.


1
Partnering With Suppliers in the Americas and Greater China for Energy Efficient Kitchen Solutions – Demand Based Kitchen Ventilation (DBKV) system procurement solutions have been supported in the Americas region and Greater China, with six new hotels across Greater China adopting the technology. This energy conservation measure reduces energy use in kitchens, including heating and cooling.

This requirement is reflected in

the contractual terms for central

procurement programmes accessible

to our hotels. While we endeavour to

resolve identified issues collaboratively,

significant breaches of the SCC may

result in contract termination.

We regularly review our key governance

documents, and this year we have

updated our SCC. Following a

comprehensive benchmarking and gap

analysis, the SCC now reflects changes

in the external environment, including

increased geopolitical uncertainties,

evolving regulatory requirements,

and shifting customer expectations.

Key enhancements include clarified

expectations for suppliers on human

rights due diligence and animal welfare.

The updated SCC is now accessible

on IHG’s website in 14 languages.

To advance our sustainable sourcing

efforts and ensure supplier compliance

with our standards, contract templates

incorporate ethical, social and

environmental reporting requirements.

Furthermore, we have refined our

Responsible Sourcing Guidance, which

is now available to hotels and owners

in 12 languages. This resource provides

an overview of third-party certifications

and commodity-specific information,

supporting informed supplier selection

and promoting responsible practices

within selected supply chains.

To promote responsible procurement

across corporate, managed, and

franchised teams, we provide an

education programme that has been

completed more than 27,100 times

since its inception in 2019.

As part of this ongoing initiative, the

Human Rights Team facilitated a training

session focused on identifying and

mitigating human rights risks within our

supply chains. We also expanded our

Global Procurement team’s expertise

through sessions on Circular Solutions

and Renewable Energy, while continuing

to provide annual core modules such

as legal and contract training and

category management for new joiners.

In 2023, IHG co-founded the Hospitality

Alliance for Responsible Procurement

(HARP), which is facilitated by EcoVadis.

This year, EcoVadis hosted carbon

management webinars for suppliers

invited by HARP member companies.

Due diligence and risk management

The new Enterprise Supplier

Management (ESM) team centralises

and standardises third-party risk and

relationship management for IHG’s

corporate and hotel procurement

programme supply chains. Our goal

is to build a strong risk management

framework and improve supply chain

resilience. We identify key risks, develop

strategies and tools to address them,

and review sourcing, contract and

supplier management procedures to

implement the required improvements.

To maintain strong alignment with

our Executive Committee’s risk agenda

and ensure programme relevance

to business objectives, our Supply

Chain Risk Council fosters robust

cross-functional collaboration with senior

leaders across the organisation. This

systematic approach helps facilitate

effective identification and mitigation

of enterprise-level supply chain risks.


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Additionally, by collaborating with leading

industry experts, we aim to anticipate

emerging risks that could affect our global

supply chain, thereby helping to ensure

ongoing resilience and adaptability

within an evolving market landscape.

Financial risk

This year, we launched a supplier

financial health outreach programme,

building on our work to improve due

diligence processes. This initiative

provides deeper insight into the financial

stability of our suppliers by conducting

thorough reviews of their financial

statements. Through evaluation of

default risks and core financial metrics,

we adopt a proactive approach to

strengthening supply chain resilience,

directly engaging with critical suppliers

whose financial health may warrant

closer attention. In 2025, these efforts

encompassed focused engagement

with suppliers in the Americas region,

as well as selected corporate suppliers.

Social and environmental risk

We assess social and environmental

risks in our supply chain in several ways,

including through our own scorecard,

EcoVadis assessments and audits.

All new corporate and hotel procurement

programme suppliers are required to

complete a pre-contract questionnaire

detailing where goods are sourced

and/or manufactured, and the type

of service they provide.

Those suppliers operating in higher-risk

countries or industries and who have

not already received an EcoVadis rating

are required to complete additional

questions related to the policies and

processes they have in place regarding

labour practices (covering key human

rights risks, including passport retention,

payment of recruitment fees and

costs, worker accommodation and

grievance mechanisms).

As part of our ongoing post-contract

due diligence approach, strategic

suppliers and certain higher-risk

suppliers are asked to complete an

EcoVadis assessment, which measures

their environmental, human rights,

ethics and sustainable procurement

risk management capabilities.

Over the past year, we have increased

our coverage of suppliers across hotel

procurement programmes. In 2025,

93 suppliers were assessed and rated

by EcoVadis. This assessment helps us

identify risks and work collaboratively

with suppliers to improve performance.

Those who score below our expected

standards receive corrective actions

and support resources.

Continuing from 2024, we are

collaborating with Sedex, a prominent

platform for companies to manage and

share site-level audit data, to progress

the development of our approach to

supplier audits in the Americas and

EMEAA, starting with collecting critical

site-level information from our highest-

risk Tier 1 centralised hotel procurement

programme suppliers. So far, 60

suppliers have been invited to complete

a Sedex self-assessment questionnaire.

We are now working to drive completion

by the remaining suppliers and will be

analysing results to determine which

suppliers will be invited to participate in

a Sedex Members Ethical Trade Audit.

We will increase the scope over time.

This continues to build on the existing

on-site supplier audit programme

in Greater China.

Supplier engagement

We have teamed up with a leading

procurement consultancy to strengthen

supplier relationships through two

main initiatives.

First, we surveyed over 200 suppliers

and conducted 16 follow-up interviews

to gather honest feedback and

benchmark IHG against competitors,

guiding our action plan to become

the trusted premier hospitality

supply management partner.

Second, we are holding segmentation

workshops across hotel and corporate

procurement categories in all regions,

helping category managers identify

strategic suppliers and improve

collaboration. These efforts allow

us to allocate resources efficiently

and build resilient partnerships.

By actively listening to suppliers and

thoughtfully segmenting our supply

base, we are boosting transparency,

accountability and collaboration –

essential for sustainable procurement

success.

Food and beverage

With millions of meals served weekly in

hotels worldwide, we support our hotels

in making considered choices about the

origins of their food and beverages to

help minimise environmental impact.

Our guidance and brand standards

encourage hotels to offer broad dining

options for both business and leisure

guests, with a focus on health, wellbeing,

and ethical sourcing. For example, certain

brand standards require that hotels

use locally sourced produce, which can

also help to reduce carbon emissions.

We are committed to promoting

improved animal welfare standards

in our supply chain. Our approach

includes focusing on priority categories

where we can meaningfully influence

welfare outcomes across our brands

and regions. We will continue

collaborating with suppliers and

hotels to responsibly source

animal-derived products, adapting

to local supply, cost, and availability.


2
Supplier Innovation Across the UK – Driving improved sustainable practices in the UK, our procurement team has been working closely with suppliers to replace plastic-wrapped linen deliveries with reusable crates and fabric bags. Following a successful launch in Scotland last year, the initiative has now expanded to England, with several suppliers adopting the approach.


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Journey to

Tomorrow

Our goal is to help shape the future of

responsible travel together with those

who stay, work and partner with us.

We will support our people and make a

positive difference to local communities,

while preserving our planet’s beauty

and biodiversity… not just today but

long into the future.



	Our people Champion an inclusive culture where everyone can thrive

	Our communities Improve the lives of 30 million people in our communities around the world
Our Planet:

	Carbon and energy Reduce our energy use and carbon emissions in line with climate science

	Waste Pioneer the transformation to a minimal waste hospitality industry

	Water Conserve water and help secure water access in those areas at greatest risk

Hotels engaging in

local conservation

Hotels are taking action to

preserve nature and engage

guests in conservation

across our estate.

From coral reef restoration in

Bali to rooftop beekeeping

at InterContinental London

Park Lane, properties are

working with local NGOs

and community groups

to protect biodiversity

and wildlife.


+	Read more at ihgplc.com/ en/responsible-business/ case-studies

Greener Stay

initiative reducing

resource use

Guests can forgo daily

housekeeping and reuse

linen and towels in return

for IHG One Rewards points,

helping to cut water and

energy consumption.

Empower our people to help shape

the future of responsible travel



62	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued

Our people

Our communities

Carbon and energy

Waste

Water

Our people


	Championing an inclusive culture where everyone can thrive

–D r i v e g e n d e r b a l a n c e a n d a d o u b l i n g o f u n d e r - r e p r e s e n t e d g r o u p s a c r o s s o u r l e a d e r s h i p . –C u l t i v a t e a n i n c l u s i v e c u l t u r e f o r o u r c o l l e a g u e s , o w n e r s a n d s u p p l i e r s . –S u p p o r t a l l c o l l e a g u e s t o p r i o r i t i s e t h e i r w e l l b e i n g a n d t h e w e l l b e i n g o f o t h e r s . –D r i v e r e s p e c t f o r a n d a d v a n c e h u m a n r i g h t s .	–Cultivate a culture of inclusion for colleagues and owners. –Support all colleagues to prioritise their wellbeing and the wellbeing of others. –Drive respect for and advance human rights.
		Contributing to the following UN Sustainable Development Goals (SDGs)

2025 highlights

87%

employee engagement,

placing IHG in the top quartile

of most engaged employers.

Employee engagement

Employees can share their thoughts

through several forums, including

Employee Resource Groups (ERGs),

a designated Non-Executive Director

for workforce engagement, and

Colleague HeartBeat, our employee

engagement survey, for colleagues in

corporate and reservations offices and

owned & leased or managed hotels.

The survey allows people to express

their views on key aspects of

working at IHG.

In our 2025 survey, our overall

employee engagement remained

at 87%, which maintained our place

in the top quartile of most engaged

employers, according to Mercer, and

reflects strong colleague engagement

with our growth strategy.

Embedding our high-

performance culture

In 2025, we strengthened our culture

and what makes working at IHG so special

by sharpening our focus on performance

to drive competitive advantage.

To embed our new approach, we

engaged corporate colleagues across

key areas, including introducing a simple,

consistent definition of high performance.

We increased the effectiveness of our

work together by launching a structured

feedback campaign built around our

growth behaviours that apply to the

work we do every day, and we clarified

the expectations of our people leaders

by providing tools to build our talent

capabilities in support of IHG’s growth.

We also strengthened the link between

performance and reward for those

who are excelling, with greater

differentiation across all elements

of pay, which is underpinned by a

new Annual Performance Plan aimed

at driving the growth of the Company

and sharing in its success.

An inclusive workplace

Our culture of inclusion is essential

to attracting, developing and engaging

the talent that drives our growth. At IHG,

inclusion means ensuring everyone feels

like they belong, are valued for their unique

contributions, are empowered to thrive

and are connected to the communities

we serve. In 2025, we advanced our

global approach with a focus on three

areas: talent and leadership; culture

and experiences; and community

and partnerships. This focus guides

the steps we take around inclusion

both globally and locally, strengthening

our culture where everyone can thrive

and making a positive difference in

the communities we serve.

Our Global Inclusion Board and Regional

Inclusion Councils meet quarterly to set

priorities, monitor progress and ensure

we continue creating an environment

where colleagues and owners across

our markets can grow. This work is

underpinned by our Global Inclusion

Policy (ihgplc.com/en/responsible-

business/policies-and-position-

statements).


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1
The Story Suite is a colleague advocacy programme which empowers employees as brand ambassadors.

Our 2025 Colleague Heartbeat survey

showed nine in 10 colleagues believe

IHG has an inclusive culture. To continue

strengthening our approach, we

expanded our Europe Inclusion Hotel

Ambassadors programme to selected

hotels in the Americas to support

more inclusive guest and colleague

experiences.

Our ERGs are central to creating

and maintaining IHG’s culture. These

employee-organised groups are open

to all corporate colleagues who want

to join and bring together people of

various backgrounds, experiences and

skills to share perspectives, support

personal and professional growth

through mentorship, educational

and development initiatives, as well

as provide ongoing feedback.

We continue to grow our business

responsibly, with inclusive community

partnerships a key part of our strategy.

In Greater China, we signed a three-year

partnership with the China Disabled

Persons Federation to provide

employment, internships and develop

skills. In EMEAA, we continued working

with Singapore-based charity APSN

and created a partnership with the

AI Noor Training Centre in Dubai

to provide skills development and

training for people of disability.

Attracting talent

In 2025, IHG strengthened its

position as an employer of choice

by enhancing the ways we attract

and engage talent for our corporate

colleagues and managed hotelsa.

Room for You is our refreshed global

Employer Value Proposition (EVP),

which sits at the heart of our employer

brand and underpins our global

careers platform (careers.ihg.com).

Our social presence continued

to expand, amplifying our brand

visibility and reach.

We were also named in the Fortune

100 Best Companies to Work For®

2025 list by Great Place To Work®

and Fortune, reflecting our ongoing

commitment to enhancing workplace

culture and colleague benefits.

IHG won five industry awards in 2025,

including accolades for recruitment

innovation and in-house marketing

excellence. We also launched Leading

a New Era, our new podcast series

that takes listeners behind the scenes

of some of our Luxury & Lifestyle

hotels and into the minds of

the inspiring GMs who lead them,

to help support further growth

of our GM talent pipeline.

We also launched ‘The Story Suite’,

a colleague advocacy programme

designed to empower colleagues

as brand ambassadors.

a.We do not employ colleagues in franchise hotels, nor do we control their day-to-day operations, policies or procedures.



64	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued
	Our people continued

Our people

Our communities

Carbon and energy

Waste

Water


1
IHG is the only international hotel group in Mainland China recognised by the Top Employer Institute.
2
In 2025, we invested in our hotel learning by expanding IHG University solutions.

In addition to strengthening the link

between performance and reward as

part of our high-performance culture

for corporate colleagues, in 2025,

we launched our IHG One Pass

exclusive colleague travel benefits,

which strengthens our employee

room rate offering, a key milestone

for colleagues and their friends

and families.

In 2025, we launched a new AI-powered

candidate experience system to

transform the way we engage and

hire talent for our corporate colleagues

and managed hotels. Automating key

stages of the hiring journey through

our virtual assistant ‘Alex’, has delivered

efficiencies across multiple markets,

improving the candidate experience

and strengthening our hiring capabilities

by enabling us to build and nurture

talent pools through our global

Candidate Relationship Management

(CRM) platform.

Developing and

retaining talent

Our hotel business thrives on

exceptional leadership, and General

Managers (GMs) are the driving force

behind operational performance and

brand delivery. To sustain and accelerate

growth, we’ve made building a strong

hotel GM pipeline a strategic priority

for our managed estate, ensuring every

property has the leadership needed

to maximise revenue and guest

satisfaction.

Our Journey to GM dedicated talent

programme for managed hotels, which

we launched in 2021, is a cornerstone

of this strategy. Today, it represents

a strong pipeline with many graduates

already in GM roles.

Complementing this, our RISE

programme, open to colleagues from

managed hotels with aspirations of

leadership roles, continues to thrive

as a global initiative driving development

through mentorship, networking and

skills acceleration.

To strengthen global talent capability

and support future growth, we established

the Global Hotel Talent Service Centre

in India. This team centralises processes,

data, and analytics to improve efficiency

and consistency in talent management

worldwide.

Alongside global programmes, we

deploy targeted regional initiatives to

stay agile and meet local market needs.

Investing in our learning offer

IHG University continued to strengthen

a culture of learning for owners and

hotel colleagues in our managed

and franchised hotels, as well as for

corporate employees throughout 2025.

During the year, IHG University

further expanded its Owner Learning

Solutions library with five new solutions

addressing critical drivers of hotel

success. These focused on equipping

owners and owner representatives with

insights to fine-tune hotel operations,

including elevating quality to drive

hotel performance, increasing loyalty

engagement and speeding up high-

quality renovations.


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Supporting our purpose of providing

True Hospitality for Good, we are

committed to developing hotel

leaders who focus not only on what

they deliver, but also on how they lead.

In 2025, we scaled our Journey To

programmes to deliver a structured

development pathway that grows

talent in our managed and franchised

hotels from line-level roles through

to GM, building leadership capabilities

at every stage of a hotel career.

The Journey to Supervisor curriculum

focuses on building foundational

supervisory capabilities, while the

Journey to Manager programme

deepens leadership capability

in delegation, coaching, feedback,

and performance management. To

further strengthen career pathways,

Journey to Senior Manager is currently

in development and scheduled for

launch in 2026.

IHG University continued to play

a central role in the opening of new

properties through the New Hotels

and Conversions learning approach.

We also introduced a customisable

model so that hotels can create

individual training plans tailored to

the unique needs of each opening

or conversion.

IHG University also supported the

embedding of our high-performance

culture across our corporate offices,

with sessions focused on role-

modelling open and honest feedback

conversations, as well as enabling

leaders to lead through the

performance transformation.


+	Further information on the profile of the Board and Executive Committee is included on pages 118 to 121.


In accordance with UK reporting requirements, information on the Directors and relevant employees is set out below:

As at 31 December 2025	Male	Female	Total
Directors	6	4	10
Executive Committee	6	4	10
Executive Committee direct reports	41	20	61
Senior managers (including subsidiary directors)	82	27	109
All employeesa (whose costs were borne by the Group or the System Fund)	5,893	7,156	13,049

a.All employees figure includes only those

employees whose costs were borne by

the Group or the System Fund and not

those who are reimbursed. For details

on reimbursed colleague numbers,

please see page 200.



66	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued
	Our people continued

Our people

Our communities

Carbon and energy

Waste

Water

Driving respect for and

advancing human rights

Driving respect for and advancing

human rights is integral to our

approach to responsible business,

and our commitment is set out in

our Human Rights Policy.

Our human rights work focuses

on our salient human rights issues –

those human rights at risk of being

the most severely impacted through

our business activities or relationships.

These are currently identified as: guest

welfare; freedom of association and

collective bargaining; discrimination

and harassment; wages and working

hours; health and safety, forced labour

and child labour; sex trafficking and

sexual exploitation; and environment

and community.

While we continue to collaborate

with colleagues across the business

to better understand and manage

issues, our efforts this year focused

on addressing risks related to forced

labour, sex trafficking and sexual

exploitation, and our supply chain.

To ensure our actions are consistent,

measurable and targeted towards

the activities that will have the biggest

impact, our approach focuses on

the following areas.

Governance and policies

We work to ensure clear accountability

for human rights risks and the alignment

of relevant policies with international

human rights standards across the

business. Overall accountability for

the programme sits with our Executive

Vice President, General Counsel and

Company Secretary, who is a member

of IHG’s Executive Committee. Our

Human Rights team is responsible

for integrating human rights into the

business and works closely with other

teams across the organisation to

bring our commitments to life.

This year we expanded our brand

standard that requires IHG hotel

colleagues to complete annual training

on preventing human trafficking to

have global coverage.

Due diligence

We conduct ongoing human rights

due diligence across our business and

supply chain through risk and impact

assessments, integrating findings and

tracking the effectiveness of actions

taken. We utilise a wide range of

internal and external data to support

these efforts and strive to meaningfully

engage with rights holders such

as workers.

We continue to drive compliance with

IHG’s Responsible Labour Requirements

(RLRs), which set out minimum

standards for our managed, owned

& leased hotels on ethical recruitment,

staff accommodation, worker voice

and the use of third parties to source

labour. In 2025, we rolled out new digital

self-assessments globally, enhancing

transparency, monitoring and the quality

of corrective actions. Over 92% of

hotels completed the self-assessment

and generally demonstrated good

understanding and alignment with

the RLRs.

This year, we have worked on addressing

the findings from our on-site assessments

conducted across selected hotels in

the United Arab Emirates, Saudi Arabia

and Kuwait at the end of 2024.

These assessments included focus groups

and one-to-one interviews with a range

of colleagues, interviews with managers,

engagement with selected labour

suppliers and tours of different

departments and staff accommodation.

The on-site assessments generally

identified examples of good responsible

labour practices across all hotels,

demonstrating the ongoing progress

being made and the value of the RLRs.

However, areas of improvement were

noted, particularly in relation to colleagues

employed by labour suppliers. We have

taken action to address the findings,

working with the hotels to drive stronger

labour standards across our operations.

For further information on how some

of the gaps and adverse impacts

identified through the on-site

assessment are being addressed,

see page 14 of our 2025 Modern

Slavery Statement.


1
Developing the next generation of hospitality talent through the IHG Internship Programme.


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To help support our franchised

hotels’ efforts on this topic, this year

we made guidance on responsible

labour practices available to them.

In 2025, we also continued to strengthen

human rights due diligence across our

supply chain by progressing our work

to trial supplier assessments and audits

with Sedex. For further information,

please see the Responsible Procurement

section on page 57.

Remediation

We work to provide access to

reporting channels for anyone whose

human rights may have been affected

by our business activities or business

relationships and provide remedy

for those impacts we have caused

or contributed towards. This year, we

continued to address recommendations

from the 2024 review of our confidential

reporting channel against the

effectiveness criteria set out in the UN

Guiding Principles on Business and

Human Rights. We made key materials

for users available in additional

languages and strengthened

communication with reporters.


2
In 2025, IHG embedded a new approach to high performance.

Capabilities and engagement

We drive awareness of human rights

through our mandatory Code of

Conduct e-learning module and via

targeted training for colleagues to

understand the commitments and

actions relevant to their role.

This includes training for colleagues in

owned & leased, managed and franchised

hotels on how to identify and report

suspected human trafficking activities.

This year, in partnership with leading

anti-trafficking NGO PACT and industry

peers, we updated this training to reflect

the latest guidance from experts

and insights from survivors. We also

continued to drive completion of our

responsible labour e-learning for

owned & leased and managed hotels

and hosted internal learning sessions

for colleagues in procurement, legal

and corporate responsibility.

We strongly believe that collaboration

with experts and peers, both in our

industry and beyond, plays an important

role in addressing human rights risks

through focusing attention and action

towards a joint purpose, with the

potential of driving systemic change.

For example, IHG is participating in

a multi-stakeholder, cross-industry

initiative facilitated by Impactt to

develop a freely available map of

labour migration corridors at higher

risk of recruitment fees and related

costs. This resource aims to provide

companies across all sectors with

data on recruitment fees and related

costs paid by workers to inform human

rights due diligence processes and

decisions affecting migrant workers’

human rights. Further information

on our key human rights partnerships

can be found on page 21 of our

2025 Modern Slavery Statement.



68	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued

Our people

Our communities

Carbon and energy

Waste

Water

Our communities


	Improve the lives of 30 million people in our communities around the world

–D r i v e g e n d e r b a l a n c e a n d a d o u b l i n g o f u n d e r - r e p r e s e n t e d g r o u p s a c r o s s o u r l e a d e r s h i p . –C u l t i v a t e a n i n c l u s i v e c u l t u r e f o r o u r c o l l e a g u e s , o w n e r s a n d s u p p l i e r s . –S u p p o r t a l l c o l l e a g u e s t o p r i o r i t i s e t h e i r w e l l b e i n g a n d t h e w e l l b e i n g o f o t h e r s . –D r i v e r e s p e c t f o r a n d a d v a n c e h u m a n r i g h t s .	–Drive economic and social change through skills training and innovation. –Support our communities when natural disasters strike. –Collaborate to aid those facing food poverty.
		Contributing to the following UN SDGs

2025 highlights

>10.2ma

lives improved through our

collective action and work with

our charity partners since 2021.

natural disasters responded to,

supporting charities in critical

recovery efforts.

Sitting at the heart of our work in

communities is a pledge to improve

the lives of 30 million people through

focusing on skills training, disaster

response and food security. We do this

through direct funding and working in

partnership with expert organisations,

with our colleagues also sharing their

time, skills and passion to address

social needs in their communities.

Local action and

Giving for Good month

Throughout the year, teams support

a wide range of local causes, and each

September we amplify this impact

through Giving for Good month.

Colleagues take part in activities ranging

from clean‑up events and supporting

homeless shelters and food banks,

to fundraising for local organisations.

Highlights this year included Greater

China’s Decathlon of Charity, which

engaged more than 8,000 colleagues,

and Singapore’s fourth annual Giving

for Good relay, which raised funds for

an organisation that provides training

and job opportunities for people

with learning disabilities.

Our guests are also given the

opportunity to show their support to

communities by donating their IHG

One Rewards points for good. We work

with a range of non-profits, from food

banks to job‑training organisations,

where donated points are converted

into dollars to support their work.

In total, we have improved over 10.2 million

lives through our collective action and

work with our charity partners since 2021.

Skills training

The travel and tourism industry plays a

vital role in economic growth, accounting

for one in 10 jobs worldwide and offering

a variety of career pathways. Since 2006,

the IHG Academy has supported

communities by helping people build the

skills, confidence and access needed to

pursue meaningful careers in hospitality.

The IHG Academy is structured around

three interconnected pillars – Discover,

Skills Builder and Career Launcher –

designed to engage, educate and inspire

talent at every stage of their journey

into hospitality. As the programme

approaches its 20ᵗʰ anniversary in 2026,

it continues to evolve to meet changing

industry needs and expand access

to opportunity.

Through IHG Discover, we introduce

people to the breadth of roles available

in hospitality. In 2025, we delivered

interactive sessions across countries,

engaging participants through schools,

NGOs and charities. This included a

pilot of Virtual IHG Discover Career

Workshops, improving accessibility and

broadening our reach to new audiences.

IHG Skills Builder, our free online learning

platform, supports learners around

the world to develop both hospitality-

specific and transferable skills.

a.The methodology IHG uses for ‘lives improved’ focuses on the number of individuals directly

engaged through IHG’s community impact programmes, using the Business for Societal Impact

(B4SI) framework to assess IHG’s community investments, measuring inputs, outputs, outcomes

and long-term societal impacts.


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In 2025, learners signed up to

complete courses and earn digital

badges to recognise their progress.

The platform was further enhanced

through new content, including

the launch of Careers in Hospitality

e-learning in Arabic and English,

alongside increased global awareness

through social media campaigns.

Through IHG Career Launcher,

we provide structured, on-property

opportunities that help individuals

transition into employment. In 2025,

the programme delivered internships,

work placements and apprenticeships

across multiple countries, offering

practical experience and pathways into

long-term careers. This included a new

partnership in the UK with The King’s Trust,

where our events have already resulted

in employment opportunities. We also

established the IHG Academy alumni

talent community, strengthening

ongoing engagement with future

talent beyond individual programmes.

Together, these initiatives reflect

our continued commitment to

strengthening communities, fostering

inclusive growth and developing

the next generation of hotel talent.

Disaster response

Across all our regions, our swift and

coordinated responses to natural disasters

in 2025 reflect our deep commitment to

supporting communities and colleagues.

We have supported the response to

multiple disasters over the years – including

wildfires, tropical storms and flooding –

and have a proud record of being there

when our communities need us most.

In 2025, we supported 22 disaster relief

efforts around the globe, including in the

US, China and South East Asia, working

closely with charity relief experts such as

CARE International and The International

Federation of Red Cross and Red Crescent

Societies. We activated the IHG Disaster

Colleague Assistance Fund to provide

financial support for colleagues needing

food and secure living conditions

following natural disasters.

Collaborating to aid

those facing food poverty

Food insecurity continues to affect

billions worldwide, and addressing

it remains a key focus. In 2025,

we marked the one-year anniversary

of our global partnership with Action

Against Hunger, supporting its mission

to combat hunger and malnutrition

globally. From funding nutrition

screenings to strengthening local

health systems, our partnership delivers

both immediate relief and long-term

impact, with 5.4 million people supported

through our partnership since launch.

Locally, we continue to work with

food banks and charities. In the US,

a number of hotels are participating

in initiatives with surplus food recovery

organisations to help support local

communities. We supported No Kid

Hungry’s Taste of the Nation events

in Houston and Chicago, which

both helped to raise funds to support

the organisation’s work in addressing

childhood hunger. In Australia and

New Zealand, 49 hotels took part in our

Stay for Good initiative with OzHarvest

and KiwiHarvest in which participating

guests donated $1 per stay. This resulted

in over 140,000 meals being donated

to local communities. The programme

was also expanded to Singapore,

Indonesia, Vietnam and Thailand.

By combining global reach with

local action, we are helping reduce

food waste, improve access to

nutrition and support healthier futures

for communities around the world.


1
Colleagues from the EVEN Hotel Pittsburgh Downtown, US, supporting a community food bank during Giving for Good month.
2
Our Atlanta-based interns embody IHG’s commitment to developing the next generation of hospitality leaders and strengthening local communities.
3
Amina, Nutrition Assistant at Action Against Hunger, assisting women in the preparation of tom brown porridge that improves children’s health. Bagarawa, Sokoto State, Nigeria.



70	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued

Our people

Our communities

Carbon and energy

Waste

Water

Our planet


	Carbon and energy: Reduce our energy use and carbon emissions in line with climate science

–D r i v e g e n d e r b a l a n c e a n d a d o u b l i n g o f u n d e r - r e p r e s e n t e d g r o u p s a c r o s s o u r l e a d e r s h i p . –C u l t i v a t e a n i n c l u s i v e c u l t u r e f o r o u r c o l l e a g u e s , o w n e r s a n d s u p p l i e r s . –S u p p o r t a l l c o l l e a g u e s t o p r i o r i t i s e t h e i r w e l l b e i n g a n d t h e w e l l b e i n g o f o t h e r s . –D r i v e r e s p e c t f o r a n d a d v a n c e h u m a n r i g h t s .	–Implement a 2030 science-based target that delivers 46% absolute reduction in carbon dioxide emissions from our franchised, managed and owned & leased hotels. –Target 100% new-build hotels to operate at very low/zero carbon emissions by 2030. –Maximise/optimise the role of renewable energy.
		Contributing to the following UN SDGs

Carbon and energy

By taking action on climate change,

we can reduce our environmental

footprint, strengthen resilience to future

risks and meet growing demands

from guests, owners, investors and

colleagues for action in this area.

Our emissions reduction plan focuses

on three key areas based on what

IHG can control and influence:

implementing energy efficiency

measures in hotels; pioneering low-

carbon hotels; and supporting

hotels to source renewable energy.

Our asset-light business model means

that almost all of our hotels are owned

by third parties, with just over half

of the emissions under our carbon

target generated by franchisees who

manage and operate their properties

independently. We are committed

to supporting owners – many of

whom are small businesses – to

decarbonise and improve operational

efficiency by providing a wide range

of tools and resources. For example,

our Hotel Energy Reduction Opportunities

(HERO) tool benchmarks an individual

hotel against other IHG hotels of the

same brand, region and climate zone

and analyses where the hotel’s energy

is being consumed. It is then able to

make customised suggestions on

which energy conservation measures

(ECMs) are most appropriate for that

hotel and provides approximate costs,

savings and payback periods to support

forward capital planning.

Our 2025 performance

In 2021, we set a target to reduce absolute

Scope 1, 2, and 3 (including energy from

FERA and franchised hotels) by 46%

by 2030 from a 2019 baseline – a goal

validated by the Science Based Targets

initiative (SBTi).

Our ongoing commitment to

actions driving energy reduction and

decarbonisation has delivered a 10.2%

reduction in energy consumption per

available room and a 11.0% reduction in

carbon emissions per available room

in 2025 compared with 2019. Last year,

we reported that we were off track

to meet our 2030 target and this

continues to be the case in 2025 due

to the continued lack of a clean energy

infrastructure in many of our markets,

alongside the successful opening of more

hotels globally. This means total carbon

emissions are up 7.7% since 2019.a

As we review our future carbon target,

we are considering the evolving landscape

of sustainability standards, including

updates to carbon accounting, target

validation criteria from third parties and

emerging technologies. Maintaining

focus on where IHG can drive and

influence decarbonisation will be critical

to shaping strategies that remain relevant

a.All figures are restated annually (see

page 82 to 83). Given 2025 revisions,

performance trends should be assessed

using only the restated figures in this report.

and effective across all regions and

communities we serve. This work will

be completed during 2026.

We remain committed to supporting

hotel owners in reducing their energy

consumption and carbon emissions.

While our programmes will take time to

scale, the actions we are implementing

today will enhance operational efficiency

across IHG hotels and position us for

accelerated decarbonisation when market

conditions become more favourable.


+	See pages 82 to 83 for detailed energy and carbon data, and page 83 for our data methodology statement.

Implementing energy

efficiency measures in hotels

In 2025, we continued to integrate ECMs

into our brand standards, prioritising

those with paybacks under five years

and developing additional standards

for specific regions and segments.

Over the past four years, 18 ECMs have

been incorporated, targeting kitchens,

heating and cooling, lighting and

swimming pools. Almost 95% of our

managed, owned & leased hotels have

now been upgraded with LED lighting

and water-efficient fixtures, including

back-of-house areas. By making

these replacements in all hotels we

are delivering significant energy and

water savings without compromising

guest experience.

To drive further action, every hotel

is also assigned customised annual

energy reduction targets, tailored to its

brand, region and climate zone, and

performance is monitored as part

of broader hotel metrics.


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Pioneering low-carbon hotels

To support the future development

of IHG hotels, we are focused on

testing, learning and sharing insights

on innovative approaches that can

accelerate our efforts and inspire

broader adoption of carbon reduction

practices across our estate. In 2025,

we celebrated one year of our

Low Carbon Pioneers programme,

which brings together energy-efficient

hotels that do not combust fossil fuels

on site and are powered by renewable

energy. We expanded this network

to include hotels across Asia, Europe

and the Americas. This provides more

sustainable choices for corporate clients

and leisure guests, while enabling us

to test, learn and share insights on

what works in practice. In our Americas

region, we are supporting owners

that are opening new hotels for select

brands by working alongside architects

during the design phase to provide

low-carbon options of prototypes

for hotel designs.

Supporting hotels source

renewable energy

Helping hotels access renewable energy

can enable them to quickly reduce

emissions, particularly in regions with

carbon-intensive electricity grids.

While most of our hotels operate

under franchise agreements, and

therefore purchase their own energy,

we strive to help hotels access

renewable energy solutions where

we can, including connecting them

with Community Solar programmes

in select US markets.

Where credible renewable energy

markets exist, we assist our managed

hotels in negotiating renewable

electricity contracts.

In addition, several of our global

offices, including our headquarters

in Windsor in the UK and Atlanta

in the US, are procuring 100%

renewable electricity.

We continue to explore the delivery

of a broader renewable energy

programme that can be accessed

by a wider range of our hotels.

In Greater China, we undertook

a feasibility survey this year before

launching a number of pilots for

renewable energy contracts. In the

US, continued efforts have been

focused on the development

of resources to support hotels

interested in exploring on-site

solar opportunities.


1
Our Meeting for Good programme was named the 2025 Gold Medal winner in Northstar’s Stella Awards for the Best Sustainability Initiative.
2
In partnership with Zeal Hotels and Valor Hospitality, we opened voco Zeal Exeter Science Park in the UK, our first branded hotel designed to reach net zero operational and embodied carbon. The hotel is designed to operate entirely on renewable energy and is part of our Low Carbon Pioneers programme.



72	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued
	Our planet continued

Our people

Our communities

Carbon and energy

Waste

Water


	Waste: Pioneering the transformation to a minimal waste hospitality industry

–D r i v e g e n d e r b a l a n c e a n d a d o u b l i n g o f u n d e r - r e p r e s e n t e d g r o u p s a c r o s s o u r l e a d e r s h i p . –C u l t i v a t e a n i n c l u s i v e c u l t u r e f o r o u r c o l l e a g u e s , o w n e r s a n d s u p p l i e r s . –S u p p o r t a l l c o l l e a g u e s t o p r i o r i t i s e t h e i r w e l l b e i n g a n d t h e w e l l b e i n g o f o t h e r s . –D r i v e r e s p e c t f o r a n d a d v a n c e h u m a n r i g h t s .	–Eliminate single-use items, or move to reusable or recyclable alternatives across the guest stay. –Minimise food going to waste through a ‘prevent, donate, divert’ plan. –Collaborate to achieve circular solutions for major hotel commodity items.
		Contributing to the following UN SDGs

Waste

We recognise the importance

of reducing, reusing and recycling

wherever possible. Key waste streams

in our industry include food service

and single‑use items, and this year

we have continued to advance efforts

across our three regions to reduce

our impact in these areas.

Eliminating single-use items

Hotels are supported through access

to a Single‑Use Items Toolkit, which

provides guidance on reducing, reusing,

replacing and recycling single‑use items.

This resource is available to our hotels

globally and includes brand examples

and insights tailored to properties

operating with varied

waste‑management infrastructures.

In our EMEAA hotels, guest‑facing

communications complement

this approach, and certain guest

room amenities, such as combs and

toothbrushes, are now provided on

request rather than placed in every room,

helping to reduce unnecessary waste.

This approach is further supported

in Greater China, where the expansion

of our partnership with Ant Forest to

nearly 480 hotels enables guests to

forgo selected amenities in exchange

for green points that contribute

to tree‑planting programmes.

Brand standards continue to

strengthen our approach to reducing

plastic waste. This year, standards

eliminating plastic water bottles from

guestrooms, meetings and events

were extended beyond European

hotels to properties in Australia,

New Zealand, Singapore, Japan,

Saudi Arabia and the UAE.

A further brand standard was introduced

to remove plastic bin liners from guest

bedrooms in our EMEAA region.

Circular solutions

We recognise that products provided

to guests staying in our hotels can

collectively generate large amounts

of waste if not reused or recycled.

We therefore aim to embed circular

economy principles by procuring products

that incorporate recycled content or

make sure items can be put to good use

once they leave our hotels. Across our

regions, hotels partner with innovative

organisations to create circular solutions

that reduce waste, drawing on a range

of approaches tailored to different

products, materials and local needs.

In the US, owners can access our Renew,

Renovate, Recover (3RE) playbook,

which supports the handling of major

commodity items during refurbishments

and helps identify partners that can

refurbish or repurpose equipment. In

2025, for example, more than 100 US

hotels participated in a decommissioning

programme for packaged terminal

air conditioners, with over 2,000 units

diverted from landfill upon replacement.

Other initiatives across our regions

include exploring recycling and reuse

options, from coffee‑capsule recycling

and food‑waste diversion to integrating

recycled content into products ranging

from upholstery to uniforms.

Food waste

To effectively combat food waste, we

have implemented a comprehensive

approach that focuses on training,

monitoring, reducing waste at

the source and donating surplus

food whenever possible.

Since launching our global food waste

e-learning module in 2022, it has been

accessed by more than 2,700 hotels

with over 85,000 courses completed.

This year, we updated it with user

experience enhancements, additional

context and actionable guidance to

further engage and help hotel teams

reduce food waste. The refreshed

module will be launched in 2026.

In 2025, we continued to transition

Holiday Inn Express hotels in the US and

Canada to bulk condiments within their

Express Start breakfast bars, helping

to reduce the number of single-use

plastic items and limit food waste.

Additionally, we focus on supporting

our hotels to divert surplus food from

going to waste. In the US, several hotels

have piloted initiatives with surplus‑food

recovery organisations to support local

communities through waste‑diversion

efforts, and in EMEAA we launched

new guidance for hotels on donating

and diverting surplus food. We also

continued our collaboration with the

Too Good To Go app across more

than 100 hotels in the UK, saving over

110,000 meals from going to waste.

In Greater China, more than 50 hotels

now work with the third‑party platform

Xishi Magic Bag, connecting them

with customers who purchase unsold

food and helping to avoid more than

12 tonnes of food waste, with additional

hotels expected to join soon.


+	For more details on how we support our communities through food redistribution initiatives, please see page 69.


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Our people

Our communities

Carbon and energy

Waste

Water


	Water: Conserving water and helping secure water access in those areas at greatest risk

–D r i v e g e n d e r b a l a n c e a n d a d o u b l i n g o f u n d e r - r e p r e s e n t e d g r o u p s a c r o s s o u r l e a d e r s h i p . –C u l t i v a t e a n i n c l u s i v e c u l t u r e f o r o u r c o l l e a g u e s , o w n e r s a n d s u p p l i e r s . –S u p p o r t a l l c o l l e a g u e s t o p r i o r i t i s e t h e i r w e l l b e i n g a n d t h e w e l l b e i n g o f o t h e r s . –D r i v e r e s p e c t f o r a n d a d v a n c e h u m a n r i g h t s .	–Implement tools to reduce the water footprint of our hotels. –Mitigate water risk through stakeholder collaboration to deliver water stewardship at basin level. –Collaborate to ensure adequate water, sanitation and hygiene (WASH) conditions for our operating communities.
		Contributing to the following UN SDGs

Water

Running our hotels can require significant

volumes of water, so it’s critical we

support them to use water efficiently,

particularly those hotels located in areas

experiencing high water stress or

drought risk.

Since 2019, we have been part of the UN

CEO Water Mandate, which represents

a commitment to six principles aimed at

mobilising business leaders around water,

sanitation and the UN SDGs. As part of

our involvement, we remained members

of the Water Resilience Coalition, which

seeks to prioritise global water stress on

the corporate agenda and preserve the

world’s freshwater resources through

collaborative efforts.

Mitigating water risks

To assess water risks at all hotel

locations based on usage-to-supply

ratios, we use the World Resources

Institute Aqueduct Water Risk Atlas.

We disclose this information in

accordance with the Sustainability

Accounting Standards Board framework,

which includes details on water use

in regions facing extreme and high

water scarcity.

Reducing water use

We have continued to drive installation

of high-efficiency aerated showerheads

and taps across our hotels. Almost

95% of our managed, owned & leased

hotels this year have now adopted

these measures to reduce water use.

Our Greener Stay Initiative allows guests

to forgo daily housekeeping and reuse

linen and towels in return for IHG One

Rewards points, which helps to reduce

water and energy consumption.

This year we launched a new water

conservation guidebook for hotels in

both our Americas and EMEAA regions.

The guidebook provides advice

on establishing a culture of water

conservation within a hotel, as well

as understanding the utilities and

billing structure. The guidebook also

shares operational best practices

and enhancements that drive water

efficiency across different areas of

the hotel, encompassing: plumbing;

food and beverage; housekeeping

and laundry; pool and heating; and

cooling systems and landscaping.

In our Americas region, we have also

been developing resources, running

pilots and gathering case studies

on water-saving technologies to

support engagement with hotels.

In 2025, our water intensity

(m³ of water use per available room)

decreased by 1.7% compared with 2019.

We anticipate that as we implement

water efficiency brand standards

across our hotels, this improvement in

water efficiency will continue to grow.

For detailed water data, please refer

to page 7 of our 2025 ESG Databook.

At the local level, hotels across

our estate are also taking action

to conserve water and engage with

local conservation charities. For

more on the other ways we support

our communities, see page 68.


1
Our voco Brussels City North hotel in Belgium has installed an innovative system that collects and treats shower water from guestrooms, helping the hotel reduce water use and associated costs.



74	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued

Our people

Our communities

Carbon and energy

Waste

Water

How IHG is helping

hotels reduce their

environmental impact

We are committed to working closely

with our owners, many of whom are

small business owners, to support their

efforts in reducing their environmental

impacts, decarbonising their properties

and improving operational efficiency.

Choosing to partner with IHG offers our

hotel owners access to the following tools

and resources to build their knowledge,

skills and awareness of ways to reduce

their hotel energy consumption and

reduce water and waste.

Tools and resources to help our owners

Environmental

management

platform and data

collection

Every IHG hotel

has access to our

IHG Green Engage

system, which

enables hotel teams

to measure and

report energy,

water and waste

data. Hotels are

set annual energy

reduction targets,

and we continue

to invest in data

acquisition solutions,

including centralised

utility data feeds

developed with

specialist partners,

which send usage

data directly into

Green Engage to

improve accuracy

and strengthen

hotels’ ability to

respond to client

information requests.

Energy and carbon

reduction training,

tools and incentives

IHG provides

resources to help

hotels identify

and implement

energy‑efficiency

measures. E‑learning

modules outline

practical actions to

reduce consumption,

and the HERO tool

gives building‑specific

recommendations for

energy conservation

measures, including

indicative costs,

savings and payback

periods, supported

by guides and case

studies. Hotels are

also supported to

identify financial

incentives, including

tax‑incentive and

utility‑rebate reports

in the Americas and

an ‘energy‑efficiency‑

as‑a‑service’ option

that finances and

installs energy

conservation measures

with shared savings.

Water and waste

reduction

resources

Food waste

training modules

and supporting

materials, such as

tracking tools and

surplus food rescue

guidance, help teams

apply practical steps

aligned with our

“Prevent, Donate,

Divert” approach.

Hotels in several

regions have access

to guidance to reduce

water use and

associated costs.

Helping

communicate

sustainability to

guests

Hotels receive

practical support

to make their

sustainability work

visible to guests.

Resources include

support for achieving

green certifications,

with guidance on

requirements and

discounted fees

through partnerships

with Green Key and

Green Key Global.

Step‑by‑step

instructions help

hotels enrol in

Meeting for Good,

our sustainable

meetings

programme, and

communication

toolkits and an

online advisory

tool enable hotels

to communicate

initiatives confidently.

Engagement is

further reinforced

through networks

of hotel‑based

champions.

Community

impact resources

Hotels can draw

on a range of

practical resources

to deliver community

initiatives. These

include the Action

Against Hunger

partnership toolkit,

the Community

Tracker guide for

consistent reporting

of volunteering and

donations, and

“Activities in a Box”

materials that help

teams run impactful,

locally relevant

projects.


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	2025 Transition Plan

Our ambition

In 2021, we set an ambition to reduce

absolute Scope 1, 2, and 3 emissions

(including those from FERA and

franchised hotels) by 46% by 2030

from a 2019 base year. This target

received validation from the Science

Based Targets initiative (SBTi) to

align with climate science. Please

see the carbon and energy section

on page 70 for an overview of our

performance against this target.

Reducing our emissions

While programmes will take time to scale

and achieving our target relies on the

adoption of clean energy infrastructure

in many of our markets, actions are

underway to improve hotel operational

efficiency and position IHG for

accelerated decarbonisation when

market conditions allow. Since setting

our target, we have mapped what it

would take to achieve it, identified key

initiatives and focused on areas we can

control and influence.

Integrating governance

and performance

Oversight sits with the Chief Sustainability

Officer, who reports to the Executive

Committee and the Responsible

Business Committee.

We embed accountability by integrating

annual energy reduction targets into hotel

performance, tailored by region, brand

and climate zone. These are supported by

compliance expectations and a focus on

verifiable data to strengthen transparency.

We also reinforce our commitments by

incorporating carbon measures into

the LTIP for Executive Directors and senior

leaders. Together, these elements create

a coherent approach that seeks to drive

meaningful change across the business.

Our Transition Plan

Short-term

Mid-term

2019

2030

Plan

Act

Scale

Primary

decarbonisation levers

–Energy and carbon

modelling to identify

decarbonisation

pathways and that

integrate business

growth plans.

–Return on investment

analysis of energy

efficiency measures,

considering regional

market variations.

–Implementing energy conservation measures in

all existing and new-build hotels, prioritising those

requiring minimal resources or with a return on

investment under five years, supported by brand

standards, hotel-level energy metric and LTIP

remuneration targets for Executive Directors

and senior leaders.

–Investing in tools and training, such as the

HERO tool and the Green Engage platform,

to help owners with decarbonisation initiatives.

–Continue to

increase hotel

adoption of ECMs.

–Partner with

organisations that

can incentivise hotel

owners to adopt

ECMs with longer

payback periods.

Explore innovative

new ECMs and

adopt as and when

the technology

becomes available.

Implementing

energy efficiency

measures in hotels

–Develop a definition

of a very low or zero

operational carbon

building to guide

development of

future IHG hotels.

–Development of our Low Carbon Pioneers

programme to increase the number of hotels

that operate at very low or zero carbon to help

us test, learn and share findings on carbon

reduction measures.

–Test, learn and share

findings to promote

the wider adoption

of carbon reduction

practices, and

increase the number

of hotels operating

at very low or

zero carbon.

Pioneering low-

carbon hotels

–Understanding

availability of

renewable energy

at scale.

–Transitioning to renewable energy through

mechanisms such as green tariffs, community

solar and on-site renewable generation,

where commercially viable.

–Identifying financial mechanisms to support

widespread adoption of on-site and off-site

renewables.

–Scale access and

adoption of renewable

energy as markets

deregulate.

Supporting hotels

to source renewable

energy



76	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued
	2025 Transition Plan continued

The external landscape

As a global leader in the hospitality

industry, IHG is committed to driving

sustainability and decarbonisation

efforts across our operations. Reducing

energy use and carbon emissions is

important to supporting our strategy,

enhancing resilience and meeting

the expectations of guests, investors

and wider stakeholders.

Our fee‑based, asset‑light business

model enables the rapid growth of our

hotel estate and delivers higher returns

with lower economic risk. However,

it also means we have limited direct

control over many of the emissions

generated across our business.

We engage owners and key external

stakeholders, supporting hotels to reduce

operational costs, improve performance

and meet evolving sustainability

expectations. This includes working with

industry bodies such as the World

Sustainable Hospitality Alliance (WSHA),

the Global Business Travel Association

(GBTA) and the World Travel & Tourism

Council (WTTC) to help shape shared

standards and accelerate decarbonisation

across the sector. For example, IHG has

supported the WSHA with developing the

industry’s Pathway to Net Positive

Hospitality and tools for

measuring sustainability.

IHG is also a founding member of

the HARP, which aims to improve

supplier sustainability by fostering

collaboration with trading partners,

increasing transparency and

scaling positive impact across the

industry’s value chains, underpinned

by appropriate governance and

compliance controls.

Many of the countries in which

we operate do not have national

net-zero policies, which are critical

for providing the infrastructure,

incentives and regulatory certainty

needed to support progress towards

our decarbonisation target. The key

external macro‑ and industry‑level

factors influencing the pace at

which IHG can decarbonise are

outlined below.


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					Annual Report and Form 20-F 2025	IHG	77



	Managing climate risks and opportunities



	Compliance with Listing Rule 6.6.6R(8)
	Our Task Force on Climate-related Financial Disclosures (TCFD) reporting for 2025 is integrated into our Annual Report, and is consistent with the Companies Act 2006 requirements s414CA and 414CB and the London Stock Exchange Listing Rule 6.6.6R(8). This includes consistency with all 11 TCFD recommendations and with the Guidance for All Sectors. The disclosures are supplemented by additional content within the 2025 ESG Databook.

Governance

Board oversight of climate-related

risks and opportunities

The Board retains ultimate responsibility

for the Group’s strategy, including

decarbonisation, and ensures effective

controls and risk management systems

are in place. Management is accountable

for identifying and addressing climate-

related risks and opportunities, as well as

for delivering on climate targets. Climate-

related matters are reviewed quarterly

by the Board and its Committees, and are

embedded in annual strategy sessions,

risk reviews and budget planning. These

discussions include updates on progress

against carbon reduction commitments,

climate risks and opportunities, and

implications for financial resilience and

capital allocation, where applicable.

In line with best practice, the

performance and effectiveness of the

Board and its Committees are carefully

reviewed each year through a formal

evaluation process. The Board’s

overall effectiveness considers Board

composition, including knowledge,

experience and competencies, and

succession planning (see page 127).

Details of Board and Committee

membership and attendance for 2025

are provided on page 117. Individual

Board reports, outlining key duties,

Committee roles, focus areas and

activities during the year, can be found

on pages 128 to 139. We recognise the

importance of stakeholder perspectives

in Board decision-making, and further

information on how Directors have

had regard to these, is provided in the

Section 172 statement (pages 124 to 125)

and in our stakeholder engagement

disclosures (pages 44 to 45).

Climate-related responsibilities are

integrated across all Board Committees:

–Audit Committee: Oversees

climate-related risks as part of the

annual risk cycle, monitors assurance

and data integrity for financial

and non-financial disclosures and

considers the potential impact of

climate change on financial position.

–Responsible Business Committee:

Advises on responsible business

strategy, including climate change,

and monitors progress against

our Journey to Tomorrow goals

and Transition Plan. Provides

recommendations and reports on

carbon-related LTIP measures to

the Remuneration Committee.

–Remuneration Committee: Embeds

climate accountability at senior levels

through LTIP measures linked to

carbon targets.

–Nomination Committee: In line with

UK corporate governance principles,

the Committee reviews the composition

of the Board and its Principal

Committees, evaluating the balance

of skills, experience, independence

and knowledge.

Management’s role in assessing

and managing climate-related risks

and opportunities

IHG’s governance structure embeds

climate-related risks and opportunities,

including decarbonisation as a key

mitigation strategy, into strategic

planning and risk management

processes.

–Executive Committee: Holds overall

responsibility for managing climate-

related risks and opportunities within

IHG’s strategic objectives and risk

framework, including oversight

of our decarbonisation strategy.

Accountability is reinforced through

Executive Committee Sponsors,

the CFO and EVP of Global Corporate

Affairs, who sponsor the principal

risk relating to climate change,

receive updates twice a year and

report to the Board as required.

–ESG Risk & Reporting Steering

Committee: Senior leaders from

finance, legal, risk and corporate

responsibility oversee identification

and assessment of climate-related

risks and opportunities, integrate

scenario analysis into planning and

monitor progress against climate

risk objectives. The Committee

meets quarterly and reports to the

Executive Committee as needed.

–Regional Environment Steering

Committees: These committees tailor

decarbonisation and environmental

strategies to regional contexts and

oversee implementation across

operations. They meet quarterly.

Strategy

IHG’s long-term success relies on

the sustainability of our operations,

the resilience of our supply chain and

effective management of risks that

could impact our business model and

performance, including those related

to climate change. As a major global

hospitality company, we recognise the

important role we play in addressing

climate-related impacts.

Overview of climate-related

risks and opportunities

IHG has identified a range of climate-

related risks and opportunities across

short-, medium- and long-term horizons

that could potentially have a material

impact on IHG. Key risks include transition

risks associated with decarbonisation

expectations and changing consumer

preferences, as well as physical risks

from acute weather events and chronic

changes in climate patterns. Potential

opportunities include enhancing

operational efficiency, strengthening

reputation and providing carbon

efficient hotels aligned with a low-

carbon economy. See table on page

79 to 80 for more details on these

risks and opportunities.



78	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued
	Managing climate risks and opportunities continued

To determine which climate-related risks

and opportunities could have a material

financial impact on IHG, we follow a

process aligned with our principal risk

management framework (see pages

46 to 48 for more details). This includes:

1.horizon scanning of regulatory

trends, stakeholder expectations

and market developments;

2.financial materiality screening, which

constitutes a holistic assessment

based on the potential impact across

the following parameters: operating

profit impact, reputational impact,

operational impact, and impact to

investment-grade credit rating; and

3.regular review and governance

oversight, with updates provided

to senior leadership and the

Board as part of our principal

risk reporting cycle.

This process ensures that climate-

related risks and opportunities are

prioritised based on their likelihood,

potential impact and relevance

to IHG’s long-term value creation.

Impacts of climate-related

risks and opportunities

Climate-related risks and opportunities

could affect IHG’s business model,

strategic priorities and financial planning,

if unmitigated. Transition risks may impact

reputation, and operational efficiency,

while physical risks could disrupt hotel

operations, supply chains and resource

availability. These factors could influence

long term shareholder value, requiring

ongoing adaptation of our strategy,

investment in decarbonisation and

mitigation measures, and integration

into capital allocation.

Based on current analysis, these risks

are not assessed as material to IHG’s

financial performance at present;

however, they could become material

over the long-term if unmitigated. We

recognise that certainty over the scale

and timing of these impacts is inherently

challenging, and therefore integrate

these considerations into our strategic

planning and risk management.

Our management strategies aim to

proactively address these risks and

opportunities as circumstances evolve.

To see how IHG integrates this information

into key decision making, see ‘Integration

into overall risk management’ on page 81

and ‘Management of climate-related

risks and opportunities’ on page 80.

Given our asset-light model, we believe

our strategic approach is well suited to

address these challenges and maximise

associated opportunities. ‘Care for

our people, communities and planet’

is one of IHG’s four key strategic pillars

and is delivered through our Journey

to Tomorrow responsible business plan.

Within this, our Transition Plan (see

pages 75 to 76) sets out practical actions

to advance our decarbonisation goals,

including improving energy efficiency,

supporting hotels to source renewable

energy and expanding our Low Carbon

Pioneers programme. It also recognises

external challenges, such as evolving

regulations, market dynamics and

infrastructure availability, that influence

the pace at which we can achieve

our targets. For 2025 performance

and progress against the target,

see pages 70 to 71.

Resilience of IHG’s strategy to

climate-related risks and opportunities

IHG’s strategy is tested for resilience

under a range of climate scenarios.

In accordance with TCFD

recommendations, we’ve assessed

climate risks and opportunities against

(1) transition risks: related to the transition

to a low-carbon economy, and (2) physical

risks: related to the physical impacts

of climate change in our three regions

(Americas, EMEAA and Greater China).

To assess potential transition impacts,

we have used the International Institute

for Applied Systems Analysis’ Shared

Socioeconomic Pathways to capture how

societal, economic and technological

trends could evolve under three selected

temperature rise scenarios.


Climate risk time horizons		Description
Short (1–5 years)		Our short-term horizon encompasses our financial going concern and viability statement assessments, along with our budget-setting timeline. Our hotel energy performance targets are also aligned to this timeframe.
Medium (6–15 years)		Our medium-term time horizon reflects the Group Long Range Plan time horizon from a strategic planning perspective.
Long (16–30 years)		A long-term time horizon of up to 30 years aligns with national government policy and regulatory timeframes: For example, the UK’s 2050 net-zero target and global climate agreements. It also reflects the longer-term nature of the contracts we sign with our owners.

To assess potential physical impacts,

we have aligned the temperature

rise scenarios in our analysis with the

Intergovernmental Panel on Climate

Change’s 1.5°C, 2°C and 4°C aligned

Representative Concentration Pathways

(RCPs) 2.6, 4.5 and 8.5, respectively.

These scenarios were selected to

capture a range of plausible futures,

from ambitious global decarbonisation

(1.5°C and 2°C) to higher physical

climate risk (4°C), enabling IHG to

assess the resilience of its strategy

under both transition and physical

risk conditions relevant to our

global operations and stakeholder

expectations. The analysis uses the

same boundaries, definitions and

calculation methods as our GHG

reporting methodology (see page 83),

ensuring assumptions and estimates

are consistent, transparent and

based on verified data.

Our strategy is designed to remain

resilient under both transition and

physical risks, with adaptive measures

and ongoing review ensuring we can

respond effectively to a 2°C-or-lower

scenario and to increased physical

climate-related risks. See the table on

pages 79-80 for more details on how

we build resilience to address each

climate-related risk and opportunity.

We have considered these over

the short, medium and long term.


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IHG’s climate-related risks and opportunities, if unmitigated


Unmitigated potential risks and opportunities				IHG’s risk management and strategic response to build business resilience
Risk/opportunity 1: IHG’s ability to decarbonise in line with stakeholder expectations Potential short-term (1–5 years) impact under a 1.5°C scenario, if unmitigated
Failure to decarbonise in line with stakeholder expectations could create reputational risk, especially under a 1.5°C scenario, and extend into the medium/long term if progress lags competitors. Under a 4°C scenario, the reputational risk diminishes as broader failure to meet targets becomes more common. Market: Stakeholder perceptions may influence investor decisions, potentially impacting our inclusion in sustainability indices and therefore overall attractiveness to investors, and access to certain financing. It’s possible that some franchisees might be less willing to partner with us, which could lead to lower system growth over the long term. Based on current investor feedback, and performance in sustainability indices, we are not seeing a material reputational impact at the Group level. However, we continue to listen closely to owners and operational teams to understand how this risk may manifest in our communities at a regional or local level, and take appropriate action to mitigate its impact. Policy and legal: The ability of governments to implement policies and plans to implement their climate commitments significantly influences the pace at which IHG can decarbonise. Current regulatory frameworks are not fully aligned to support business decarbonisation, which is negatively impacting progress against our target. Given this is outside our direct control, we are not seeing it result in a negative reputational impact for our business, but we remain committed to supporting hotel owners in reducing energy consumption and carbon emissions, and continue to engage with policymakers and industry partners to help drive alignment and accelerate progress.				By taking action to decarbonise and reduce our environmental impact, we help our hotel owners manage rising operational costs, create more secure supply chains and reduce financial risks linked to climate change, while strengthening IHG’s reputation. Our predominantly asset-light business model means that the majority of our hotels are owned by third parties, so we work closely with hotel owners and their teams to lower energy use and carbon emissions. These efforts are embedded within IHG’s strategic priority to ‘Care for our people, communities and planet’. We actively engage with our stakeholders, maintain transparency in our reporting and provide a wide range of resources, guidance and training to support our hotels in reducing their carbon emissions. Our programmes will require time to scale, the actions we are taking today will improve operational efficiency of our buildings and prepare us for accelerated decarbonisation once local market factors, such as renewable energy support for electricity grids, are more favourable. We continue to track stakeholder perceptions in this area.
Risk/opportunity 2: Changing consumer preferences towards sustainable travel Potential short-term (1–5 years) impact under a 1.5°C scenario, if unmitigated
Market: Growing demand for sustainable travel could affect IHG’s financial performance positively or negatively, depending on our ability to adapt. The impact is likely greater under a 1.5°C scenario, which assumes faster, stricter decarbonisation measures and stronger consumer expectations and regulatory pressure than 2°C or 4°C pathways. Our analysis of potential financial impacts considers how travel behaviour could change across different business segments. It indicates that our corporate customer segment may be most exposed if business travel is included in customer carbon reduction targets. Using publicly available data, we modelled how demand for business travel could be affected under different climate pathways, based on the carbon reduction commitments of companies that use our hotels. While this is a useful indicator, we cannot form a direct correlation to future travel behaviour as sustainability is one of many factors that influence travel decisions, and it is not possible to isolate the impact that each one has individually. We do not have sufficient evidence to suggest that corporate clients are actively reducing travel in a meaningful way to meet emissions goals, and it is not yet clear what role carbon offsets will play in individual strategies. Given IHG's asset-light, fee-based business model, we do not see a material impact from this risk at the Group level at present. We will continue to monitor this risk as market behaviours and regulations evolve.				Understanding guest preferences and expectations is central to IHG’s long-term success. To meet evolving expectations for sustainable travel, we are committed to reducing the environmental impact of our hotels by providing training, tools and resources, alongside fostering innovation through cross-industry partnerships. We work closely with owners to ensure guests are informed about sustainability initiatives and can make choices that align with their values. In 2025 we continued to expand our Low Carbon Pioneers programme, promoted our Greener Stay initiative, supported hotels with third-party sustainability certifications and advanced our award-winning Meeting for Good programme to address demand for sustainable options. We track corporate customer requests for sustainability related information. We acknowledge the need to analyse other components of this risk to determine its overall materiality, including corporate and leisure consumer preferences for sustainable stays. While we cannot discount the risk of leisure travellers making more sustainable travel choices, there is currently insufficient evidence to suggest that this is a significant factor in decision-making. As more external data becomes available, we will explore other components of this risk and continue to refine our assumptions and modelling of the medium- and long-term risk.


+	Our decarbonisation strategy and Transition Plan, outlined on pages 75 to 76, detail our actions, dependencies and progress towards our decarbonisation target.


+	See page 71 for more on our Low Carbon Pioneer programme.
	See page 71 for more on our Low Carbon Pioneer programme.



80	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued
	Managing climate risks and opportunities continued


Unmitigated potential risks and opportunities				IHG’s risk management and strategic response to build business resilience
Risk 3: Increased frequency and severity of extreme weather events Potential long-term (16–30 years) impact under a 2°C and 4°C scenario, if unmitigated
Acute: Rising global temperatures and the resulting increase in the frequency and severity of extreme weather events creates an inherent risk of disruption to IHG hotel operations, worsening under a 4°C scenario. Disruptions from such events could impact hotel revenues (and the fee income received by IHG), potentially reducing the appeal of the hotel industry to owners in specific locations. Additionally, IHG may face reputational risks if we do not respond effectively to these events or provide adequate support to affected owners and communities. In 2025, we completed further analysis to understand how certain acute physical risks might change in the future and how they could impact our operations. Hotel-level analysis indicates that there could be significant increases in incidences of severe storms in the US, China and Southeast Asia by 2050. While these could impact revenue and owner returns at individual hotels, our preliminary financial analysis to date suggests that our asset-light franchise model and global footprint means that, on an aggregated basis, this risk is unlikely to have a material financial impact to IHG at the Group level.				We are proud to support our communities in times of need. With the increasing impacts of climate change being felt globally, we continue to work with humanitarian aid partners to assist with relief and recovery efforts. Our enterprise-wide approach to business resilience planning includes identifying risks, ensuring readiness, responding effectively and facilitating recovery from operational disruptions. We support hotels and surrounding communities in the aftermath of natural disasters through our humanitarian aid partners, the Disaster Colleague Assistance Fund and natural disaster guides. We also track in-year trading impacts from extreme weather events to inform planning and response.
Risk 4: Significant changes in long-term weather patterns Potential long-term (16–30 years) impact under a 2°C and 4°C scenario, if unmitigated
Chronic: As global temperatures rise, chronic physical risks, such as persistent changes in weather patterns, are expected to intensify, particularly under higher temperature scenarios. These changes could lead to higher operating costs for hotel owners, shifts in customer travel patterns and disruptions in resource availability due to population migration and supply chain disruption. In 2025 we updated our analysis to improve our understanding of the significance of this chronic risk. We have focused on the potential impact of long-term temperature change on energy usage in hotels through increased and/or cooling demands. Our analysis identified that IHG’s hotel locations are more exposed to long-term persistent chronic climate risks than to short-term acute shocks. Significant risks include heat stress in Southeast Asia, the UAE, China and India, and water stress in regions such as the US, China, Australia, Mexico and Saudi Arabia. Extreme temperature, prolonged heatwaves and heavy rainfall are expected to increase under a 4°C scenario (RCP 8.5) to 2030 and 2050. While this could impact revenue and owner returns at individual hotels, our financial analysis to date suggests that our asset-light franchise model and global footprint means that, on an aggregated basis, this risk is unlikely to have a material financial impact to IHG at the Group level.				We support our hotel owners in implementing efficient building practices, including energy and water efficiency and the use of renewable energy sources, to reduce reliance on resources and strengthen hotel resilience. In water management, we guide owners on adhering to brand standards for efficiency, such as installing low-flow fixtures. In drought-affected areas, hotels are bound by local water restrictions, with examples of hotels implementing desalination and working with local conservation charities and communities. We monitor and report on water withdrawal in water‑stressed areas, and our regional teams incorporate their understanding of local water stress into hotel engagement, using these insights to tailor water‑conservation guidance and help properties respond to associated water‑management challenges.

Risk management

Identifying and assessing IHG’s

climate-related risks and opportunities

We identify climate-related risks

and opportunities through regular

horizon scanning of regulatory trends,

stakeholder engagement, benchmarking

against peers and scenario analysis.

Risks are assessed for their potential

to materially affect IHG’s revenue,

costs or reputation across short-,

medium- and long-term horizons.


+	For more information on our disaster response efforts, see page 69.


+	See pages 73 for more details on our Journey to Tomorrow water commitments and 2025 ESG Databook for water data.

Climate risks are assessed using the

same criteria as other enterprise risks,

with definitions aligned to our enterprise

risk management standards. A key

part of this process is determining

their relative significance compared

to other principal risks, including

consideration of existing and

emerging regulatory requirements.

Management of climate-related

risks and opportunities

We manage climate-related risks through

mitigation (e.g., decarbonisation initiatives,

operational efficiency improvements),

transfer (e.g., insurance), acceptance

(where risks are immaterial or unavoidable),

and control (e.g., regulatory compliance).

Decisions on whether to mitigate, transfer,

accept or control climate-related risks

are informed by scenario analysis and

financial materiality screening, considering

potential impacts on revenue, costs

and operations across short-, medium-

and long-term horizons. Both transition

risks (such as regulatory changes

and carbon pricing) and physical risks


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(such as extreme weather and

chronic climate shifts) are assessed

using consistent criteria within our risk

management framework. Prioritisation

considers likelihood, potential financial

impact and strategic relevance,

with oversight by the ESG Risk &

Reporting Committee.

We continually review these risks and

update our assessment as circumstances

evolve to ensure effective management.

Integration into overall

risk management

Climate change is one of IHG’s 10

principal risks, and our processes for

identifying, assessing and managing

these risks are fully integrated into our

principal risk management framework.

This ensures climate risks are considered

alongside other principal risks in

strategic planning, capital allocation

and operational decisions.

Oversight of this process rests with the

Executive Committee and the Board.

Risk reviews are conducted by the

Executive Committee and management

teams, supported by our Risk and

Assurance team, which holds regular

meetings with leaders responsible for

assessing and managing risks. These

discussions consider uncertainties

such as the effect of climate change

on hospitality and steps being taken

to reduce exposure. We also regularly

review and update our risk management

processes to reflect emerging best

practices, regulatory developments

and stakeholder expectations.

Pages 79 and 80 outline our current

management response to the four

potentially material climate risks and

opportunities. See page 193 for critical

accounting policies and the use of

judgements, estimates and assumptions

regarding climate change. See the

forward-looking statements on

page 293.

Metrics and targets

To help us manage our climate-related

risks and opportunities, we have

developed metrics and targets in line

with TCFD recommended disclosures.

Where determination of supplemental

metrics and targets are still in progress,

or we do not consider the category

to be relevant to IHG, we have

provided details.

GHG emissions and

progress against SBT

IHG has a Science Based Targets

initiative (SBTi)-approved carbon

reduction target, with GHG emissions

performance reported as a key

KPI within this Annual Report (see

page 43). We use our carbon footprint –

calculated as absolute GHG emissions

using the GHG Protocol Corporate

Accounting and Reporting Standard –

to track progress against this target

and our decarbonisation strategy

(see pages 70 to 71 for details of the

target and progress). Our Transition Plan

on pages 75 and 76 outlines the actions,

challenges and dependencies involved

in meeting this target.


+	A breakdown of our GHG emissions, intensity metrics and methodology can be found on pages 82 and 83 in our Streamlined Energy and Carbon Reporting (SECR).

Remuneration

To support our broader growth strategy,

as well as our decarbonisation strategy

and transition opportunities, we have

embedded carbon-related metrics that

focus on supporting owners to reduce

energy costs and drive better hotel

performance into executive remuneration

under the Directors’ Remuneration Policy.

Our Executive Directors and other senior

leaders LTIP include targets relating to the

integration of ECMs into brand standards

across new-build and existing hotels.

We track these measures during the

cycle, and we report on achievement

in our Directors’ Remuneration Report

at the end of each cycle.


+	Remuneration Policy see ihgplc.com/ investors/corporate-governance/ directors-remuneration-policy


+	See pages 138 to 161 for more on our Directors’ Remuneration Report.

Capital deployment

Given the asset-light nature of our

business model, we do not consider IHG

capital deployment to be a material lever

for managing our climate-related risks

and opportunities, or for implementing

our Transition Plan. For our owned &

leased hotels, costs for energy efficiency

and carbon reduction are factored into

our five-year capital plan.

Internal carbon pricing

Given that a large portion of our

emissions stem from our franchised

hotels, where our control is limited,

we have determined that a conventional

internal carbon price would not be

the most impactful decarbonisation

mechanism. Consequently, our efforts

are directed toward more suitable

mechanisms, as outlined in our

Transition Plan on pages 75 to 76.

External carbon price

Our revenue-based fee structure

largely insulates us from exposure to

carbon pricing legislation. However,

we recognise that hotel owners may

bear a substantial proportion of any

potential carbon costs. To help maintain

the long-term appeal of their hotels

as investments, we actively support

them in decarbonisation efforts.

Transition risk and opportunities

We track the year-on-year performance

of our GHG emissions as our key metric

and manage these risks using our

carbon reduction target and associated

decarbonisation strategy as outlined on

pages 75 and 76 of our Transition Plan.

We also use bespoke hotel-level energy

reduction metrics and targets, as well

as our remuneration targets, to drive

the uptake of ECMs across our hotels.

Other environmental indicators help

us to assess our performance against

peers, including energy, renewables

and water and waste data.

As our risk profile evolves, we will

review and adapt our metrics to ensure

they remain relevant and effective in

monitoring and managing climate-related

risks and opportunities. Any new metrics

will be disclosed when appropriate.


+	See our environmental performance data in our 2025 ESG Databook on the IHG plc website.

Physical risks

We have conducted detailed analysis of

acute and chronic physical climate risks

across IHG’s hotel portfolio, including

hotel-level modelling of future extreme

weather events and long-term climate

shifts. We track operational impacts

from severe weather, and our financial

analysis indicates these risks are

not currently material at Group level,

but we continue to refine our metrics

and monitoring processes.


+	See risk table on page 80 for details of the physical risks IHG is most exposed to.



82	IHG	Annual Report and Form 20-F 2025



	Streamlined Energy and Carbon Reporting (SECR)

The following table shows our annual

GHG performance and accounts

for both our GHG emissions and

energy use in the UK and globally,

in accordance with the Streamlined

Energy and Carbon Reporting

(SECR) requirements.

Every IHG hotel is required to report

their monthly energy consumption,

and each one is assigned an annual

energy reduction target, which is

integrated into hotel-level metrics

and key performance indicators.

This year, we celebrated one

year of our Low Carbon Pioneers

programme, an industry-first initiative

that brings together energy-efficient

hotels that do not combust fossil fuels

on site and are backed by renewable

energy. We continued to embed energy

efficiency measures into our brand

standards in areas such as kitchens,

heating and cooling, and swimming

pools.

More details of our global actions to

reduce carbon and energy can be found

in our Transition Plan on pages 75 to 76

alongside our carbon performance.


Global energy use (MWh)a		2025	2024	2019
Global energy use (MWh)a
Managed and owned & leased hotels and corporate offices	Fuel from boilers, furnaces and generators	1,910,881	1,967,349	1,845,772
	Electricity, heat steam and cooling (from non-renewable sources)	4,578,687	4,499,587	3,703,294
	Validated renewable electricityb	127,372	38,580	5,114
Franchised hotels	Fuel from boilers, furnaces and generators	3,398,480	3,381,307	3,521,279
	Electricity, heat steam and cooling (from non-renewable sources)	5,626,020	5,443,206	5,292,981
	Validated renewable electricityb	12,944	8,324	2,367
Global	Total energy use	15,654,384	15,338,353	14,370,807
UK energy consumption		616,052	609,292	684,588

a.Figures are restated annually (see page 83 for our restatement methodology). 2025 updates include incorporation of historic data from all conversion

properties opened after 2019, some of which had previously been excluded, a correction to the available-room denominator used in intensity metrics,

and updates to fuel to energy conversions. Performance trends should be assessed using only the restated figures in this report, rather than figures

from previous reports. Our underlying methodology remains unchanged.

b.Renewable energy purchased or generated by hotels or corporate offices which have provided evidence of a Renewable Energy Certificate.

Note: renewable energy use from hotels that do not provide evidence will not be accounted for as renewable.


Global GHG emissions (tCO2e)a			2025	2024	2019 (baseline)
Global GHG emissions (tCO2e)a
Managed and owned & leased hotels and corporate offices	Scope 1 (fuel from boilers, furnaces and generators)		412,325	430,458	408,063
	Scope 2 (electricity, heat, steam and cooling)	market-based	2,207,061	2,125,689	1,885,864
	Scope 2 (electricity, heat, steam and cooling)	location-based	2,199,728	2,111,563	1,879,253
	Scope 3 FERA (fuel and energy-related activities)		598,128	581,817	503,267
Franchised hotels	Scope 3 Franchise		2,913,383	2,855,817	2,846,396
Franchised hotels	Scope 3 Franchise FERA		592,662	577,542	601,482
Global	Total market-based GHG emissions		6,723,559	6,571,323	6,245,072
UK share of Scope 1 & 2 emissions			10,839	7,745	17,619

a.Figures are restated annually (see page 83 for our restatement methodology). 2025 updates include incorporation of historic data from all conversion

properties opened after 2019, some of which had previously been excluded, a correction to the available-room denominator used in intensity metrics,

and updates to fuel to energy conversions. Performance trends should be assessed using only the restated figures in this report, rather than figures

from previous reports. Our underlying methodology remains unchanged.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	83


Global GHG intensity metrics (tCO2e)a		2025	2024	2019
Global GHG intensity metrics (tCO2e)a
Managed and owned & leased hotels and corporate offices	Total gross revenue ($bn)b	13.0	12.2	12.0
	Scope 1 + 2 (market-based) emissions per $1,000 of total gross revenueb	0.2015	0.2095	0.1912
	Scope 1 + 2 (market-based) emissions per available room night	0.0258	0.0262	0.0297
Franchised hotelsc	Scope 3 Franchise emissions per available room night	0.0112	0.0112	0.0128
Globald	Total GHG emissions per available room night	0.0186	0.0187	0.0209

a.Figures are restated annually (see page 83 for our restatement methodology). 2025 updates include incorporation of historic data from all conversion

properties opened after 2019, some of which had previously been excluded, a correction to the available-room denominator used in intensity metrics,

and updates to fuel to energy conversions. Performance trends should be assessed using only the restated figures in this report, rather than figures

from previous reports. Our underlying methodology remains unchanged.

b.Denominator is total gross revenue (TGR) associated with our managed hotels and owned & leased hotels only (figure also provided on page 91).

c.Excludes FERA emissions.

d.Global emissions include all GHG emissions aligned to SBT (incl. Managed FERA and Franchised FERA emissions).

Statement of data

methodology

Reporting period

The data reported covers 1 January 2025

to 31 December 2025 and is aligned

with IHG’s financial reporting cycle.

Scope and boundary approach

IHG’s environmental data reporting

methodology follows the Greenhouse Gas

(GHG) Protocol Corporate Accounting

and Reporting Standard which guide how

we define organisational and operational

boundaries, calculate emissions and

apply reporting principles. This supports

consistent, transparent and accurate

reporting across the Group, providing a

reliable basis for performance tracking,

verification and disclosure.

IHG applies the operational control

approach to define the organisational

boundary, covering all subsidiaries

and facilities over which IHG has

operational control.

Scope 1 and 2 emissions cover hotels and

offices under IHG’s operational control,

specifically managed and owned &

leased properties and corporate offices.

Scope 3 includes indirect emissions

from franchised hotels (Category 14:

Franchises) and upstream energy-

related activities (Category 3: Fuel

and Energy-Related Activities).

This scope selection aligns with Science

Based Targets initiative (SBTi) criteria by

focusing on the most material emissions

sources and ensuring at least 67% of

total Scope 3 emissions are covered.

Exclusive partnerships (e.g. Iberostar)

are excluded from all reporting scopes.

Data collection and reporting

All IHG hotels, including managed,

franchised and conversion properties,

and corporate offices are required to enter

monthly energy data into IHG Green

Engage™, the Group’s environmental

data management system.

Where consumption data is unavailable

or lacks reliable supporting evidence,

data is estimated using (i) the hotel’s own

valid historical data, or (ii) representative

averages from comparable hotels, based

on factors such as brand and region/

climate characteristics.

Renewable electricity is recognised only

where verified contractual instruments

are in place (such as Renewable Energy

Certificates, Power Purchase Agreements

or certified green energy contracts).

To calculate GHG emissions (CO2, N2O,

CH4, HFCs), the most recent emissions

factors are used from recognised sources

including IEA, USEPA, and DESNZa, with

all emissions reported in metric tonnes

of carbon dioxide equivalent (tCO2e).

Restatement methodology

Baseline and historical data are

reviewed and restated annually

to reflect improvements in data

quality, updated emission factors,

methodological enhancements

and portfolio movements

(including removing exited hotels

and estimating data for relevant

conversion properties).

Out-of-cycle restatements may be

required where a material change

is identified, defined as a deviation

of 5% or more at Group level for

key data points, or where multiple

smaller changes collectively have

an equivalent impact.

Data assurance and verification

Energy and carbon data undergo

independent limited assurance.

The data is verified to ISO 14064-3.

The verification statement, available

on IHG’s corporate website, confirms

no material misstatements were

identified for the 2025 reporting year

at ihgplc.com/responsible-business.

a.IEA: International Energy Agency, USEPA: United States Environmental Protection Agency, DESNZ: Department for Energy Security and Net Zero (UK).



84	IHG	Annual Report and Form 20-F 2025



	Being a responsible business continued

Section 172 statement

Details of how the Directors have had regard to the

matters set forth in Section 172(1)(a) to (f) of the Companies

Act 2006 are provided in the Section 172 statement on

pages 124 to 125.

Further details can be found throughout the Strategic

and Governance Reports, including in our key stakeholder

engagement disclosures on pages 44 and 45.

Non-financial and sustainability

information statement

Non-financial and sustainability information, produced to

comply with sections 414CA and 414CB of the Companies

Act 2006, including a description of policies, due diligence

processes, outcomes and risks and opportunities, can be

found as set out below. Internal verification and disclosure

controls apply to all information covered in these areas.

–Impact of the Company’s activities on the environment

on pages 70 to 83.

–Social matters on pages 66 to 69.

–Anti-corruption and anti-bribery matters on page 57.

–Employee matters on pages 62 to 67, 125, 139,

145 to 147 and 159.

–Respect for human rights on page 66 and 67.

–A description of the Group’s business model

on pages 24 to 29.

–The Group’s principal risks on pages 48 to 53.

–The Group’s KPIs on pages 40 to 43.


+	See our relevant policies at ihgplc.com/responsible-business

Climate-related financial disclosures

In accordance with Section 414CB of the UK Companies

Act 2006, the required climate-related financial information

disclosures can be found integrated throughout the

Strategic Report, primarily in the TCFD report on

pages 77 to 81.


Reporting requirements		Page
a)Group’s governance for assessing and managing climate-related risks and opportunities		77 and 122
b)How climate-related risks and opportunities are identified, assessed and managed		80 and 81
c)How processes for identifying, assessing and managing climate- related risks are integrated into the overall Group Risk Management		46 to 48, 53, 80 and 81
d)Description of climate-related risks and opportunities, and time periods over which they are assessed		78
e)Impact of the climate-related risks and opportunities on the Group’s business model and strategy		78 to 80
f)Analysis of the resilience of the Group’s business model and strategy (climate-related scenarios)		77 and 78
g)Targets used by the Group to manage climate-related risks and to realise climate-related opportunities		75
h)Key performance indicators (including basis of calculating) used to assess progress against targets identified under (g)		43 and 83


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	85



	Chief Financial Officer’s review

“The power of our enterprise and

operating model delivered our growth

algorithm, further reinforcing our track

record of driving shareholder returns.”

Michael Glover

Chief Financial Officer

In 2025, the revenue increase was

driven by a combination of RevPAR

growth, the further broadening of our

global estate and the expansion of

ancillary fee streams. Our asset-light

model and focus on cost efficiencies,

while continuing to invest for future

growth, contributed to strong fee

margin and operating profit. Our well-

established cash-generative business

model and robust balance sheet enabled

us to return over $1.1bn to shareholders.

Trading performance

We reinforced our commitment to

enhance the guest experience and

drive owner returns through continued

investment in our brand portfolio,

the markets we operate in, and loyalty

and technology platforms.

Business, Groups and Leisure demand

supported global RevPAR growth of

1.5%, driven by increases in both average

daily rate and occupancy. Performance

by region varied, although this highlighted

the strength of our global footprint:

RevPAR in the Americas and EMEAA

increased compared to 2024, while

Greater China decreased overall but

returned to growth in the fourth quarter.

RevPAR, together with system and

ancillary revenue growth, drove 7%

increase in fee business revenue.

System growth

We achieved the milestone of surpassing

one million open rooms globally, reflecting

the scale and strength of our broad

brand portfolio.

Gross openings in the year grew by 6.6%

and included the acquisition and rollout

of our 20th brand, Ruby.

Our continued focus on the quality

and consistency of our estate resulted

in a removals rate of 2.6%.

Combined, these resulted in net system

size growth of 4.0% year-on-year.

After adjusting for the impact of removing

7,092 rooms previously affiliated with

The Venetian Resort Las Vegas, our

removals rate was 1.9% and net system

size increased by 4.7%.

Signings of 102.1k rooms included 6.7k

Ruby rooms, of which 5.7k rooms were

part of the initial agreement. Conversions

represented around half of openings.

Operating profit

Operating profit increased to $1,198m

compared to $1,041m in 2024. Operating

profit from reportable segmentsa

increased from the prior year by $141m

to $1,265m. The combination of strong

revenue growth and ongoing cost

productivity resulted in a 3.6%pts

increase in fee margina to 64.8%.

The growth in operating profit was

achieved while continuing to reinvest in

the business to support future growth.

Cash generation and liquidity

We generated net cash from operating

activities of $898m, and adjusted free

cash flowa increased by $238m to

$893m, compared to the prior year.

During 2025, we returned over $1.1bn

to shareholders through a combination

of ordinary dividends and share buybacks.

We secured a new $1,500m syndicated

credit facility and successfully removed

the financial covenants associated

with the previous facility.

Our net debt:adjusted EBITDA ratio at the

end of the year finished at 2.5x, within

the 2.5–3.0x range we aim to maintain.

The Board has proposed a final dividend

of 125.9¢, +10% vs 2024, taking the dividend

for the year to 184.5¢. The Board has

also approved a further share buyback

programme to return an additional

$950m to shareholders.

Our uses of cash remain unchanged:

ensuring the business is appropriately

invested in to optimise growth; funding

a sustainably growing dividend; and then

returning excess funds to shareholders.

Future growth

and 2026 priorities

We remain confident in the long-term

structural drivers that underpin our industry.

We are committed to the ongoing

investments in our brands, technology,

loyalty and hotel operations. These

investments in turn further strengthen

our enterprise and support our growth

algorithm, to drive sustained value creation

and additional shareholder returns.

Michael Glover

Chief Financial Officer

a.Use of Non-GAAP measures: In addition to performance measures directly observable in the Group Financial Statements (IFRS measures),

additional financial measures (described as Non-GAAP) are presented that are used internally by management as key measures to assess performance.

Non-GAAP measures are either not defined under IFRS or are adjusted IFRS figures. Further explanation in relation to these measures can be found

on pages 107 to 112, and reconciliations to IFRS figures, where they have been adjusted, are on pages 250 to 256.



86	IHG	Annual Report and Form 20-F 2025



	Performance
	Group

Group Income Statement summary


		12 months ended 31 December
	2025	2024	2025 vs 2024	2023	2024 vs 2023
		Re- presenteda		Re- presenteda
	$m	$m	% change	$m	% change
Revenueb
Americas	1,129	1,141	(1.1)	1,105	3.3
EMEAA	811	748	8.4	677	10.5
Greater China	165	161	2.5	161	–
Central	363	262	38.5	221	18.6
Revenue from reportable segmentsc	2,468	2,312	6.7	2,164	6.8
System Fund and reimbursable revenues	2,721	2,611	4.2	2,460	6.1
Total revenue	5,189	4,923	5.4	4,624	6.5
Operating profitb
Americas	836	828	1.0	815	1.6
EMEAA	303	270	12.2	215	25.6
Greater China	99	98	1.0	96	2.1
Central	27	(72)	NMd	(107)	(32.7)
Operating profit from reportable segmentsc	1,265	1,124	12.5	1,019	10.3
Analysed as:
Fee business	1,231	1,085	13.5	992	9.4
Owned & leased	43	45	(4.4)	29	55.2
Insurance activities	(9)	(6)	50.0	(2)	200.0
System Fund and reimbursable result	(46)	(83)	(44.6)	19	NMd
Operating profit before exceptional items	1,219	1,041	17.1	1,038	0.3
Operating exceptional items	(21)	–	NMd	28	NMd
Operating profit	1,198	1,041	15.1	1,066	(2.3)
Net financial expenses	(153)	(115)	33.0	(87)	32.2
Analysed as:
Adjusted interest expensec	(200)	(165)	21.2	(131)	26.0
System Fund interest	47	50	(6.0)	44	13.6
Foreign exchange gains/(losses)	37	(25)	NMd	35	NMd
Remeasurement of contingent purchase consideration	(8)	(4)	100.0	(4)	–
Profit before tax	1,074	897	19.7	1,010	(11.2)
Tax	(315)	(269)	17.1	(260)	3.5
Analysed as:
Adjusted taxc	(290)	(262)	10.7	(253)	3.6
Tax attributable to System Fund	(9)	(4)	125.0	(3)	33.3
Tax on foreign exchange gains/(losses)	–	(3)	NMd	3	NMd
Tax exceptional items	(16)	–	NMd	(7)	NMd
Profit for the year	759	628	20.9	750	(16.3)
Adjusted earningse	774	697	11.0	635	9.8
Basic weighted average number of ordinary shares (millions)	154.4	161.2	(4.2)	169.0	(4.6)
Earnings per ordinary share
Basic	490.9¢	389.6¢	26.0	443.8¢	(12.2)
Adjustedc	501.3¢	432.4¢	15.9	375.7¢	15.1
Dividend per share	184.5¢	167.6¢	10.1	152.3¢	10.0
Average US dollar to sterling exchange rate	$1:£0.76	$1:£0.78	(2.6)	$1: £0.80	(2.5)

a.Re-presented to present foreign exchange gains/(losses) on a separate line which was previously presented within ‘Net financial expenses’.

b.Americas and EMEAA include revenue and operating profit before exceptional items from both fee business and owned & leased hotels.

Greater China includes revenue and operating profit before exceptional items from fee business.

c.Definitions for Non-GAAP measures can be found in the ‘Key performance measures and Non-GAAP measures’ section on pages 107 to 112 along with

reconciliations of these measures to the most directly comparable line items within the Group Financial Statements which can be found on pages 250 to 256.

d.Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance

in the prior period.

e.Adjusted earnings as used with adjusted earnings per share, a Non-GAAP measure. Excludes $1m profit attributable to non-controlling interest.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	87

Highlights for the year

ended 31 December 2025

Trading varied across our global

footprint. The Americas saw growth in

the first quarter, with the rest of the year

impacted by economic uncertainties,

with the fourth quarter further affected

by tough prior year comparatives.

There was strong demand in EMEAA,

with RevPAR growth in all quarters

of 2025 for this varied region. Greater

China saw sequential quarterly

improvement through the year, with

RevPAR growth in the fourth quarter.

Revenue

RevPAR increased year-on-year by

3.3% in the first quarter, 0.3% in the

second quarter, 0.1% in the third quarter,

1.6% in the fourth quarter and 1.5%

in the full year. Compared to 2024,

average daily rate increased by 0.8%

and occupancy was 0.5%pts higher.

Our other key driver of revenue,

net system size, increased by 4.0%

year-on-year to 1,026,177 rooms on a

reported basis, or 4.7% after adjusting

for the impact of removing 7,092 rooms

previously affiliated with The Venetian

Resort Las Vegas.

Total revenue increased by $266m

(5.4%) to $5,189m, including a $110m

increase in System Fund and reimbursable

revenue. Revenue from reportable

segmentsa increased by $156m (6.7%)

to $2,468m, driven by the combination

of system and RevPAR growth, together

with incremental fees from previous

changes in the arrangements related

to the US co-brand credit card

arrangements and from the sale of

certain loyalty points (together with

certain other ancillary revenues).

These revenue streams achieved the

expected ~$40m and ~$25m step-

changes within IHG’s results from

reportable segmentsa in 2025, along

with additional underlying growth.

Underlying revenuea increased

by $133m (5.7%) to $2,454m, with

underlying fee revenuea increasing

by $110m (6.2%) to $1,890m. Owned

& leased revenue increased by

$29m (5.6%) to $544m.

Operating profit and margin

Operating profit increased by $157m

from $1,041m to $1,198m, including $21m

operating exceptional costs in relation

to the global efficiency programme and

to commercial litigation and disputes,

compared to operating exceptional

items of $nil recorded in the prior

year. The reported System Fund and

reimbursable result improved by $37m

in the year, as the loss reduced from

$83m in 2024 to $46m in 2025.

Operating profit from reportable

segmentsa increased by $141m (12.5%)

to $1,265m. Fee business operating

profit increased by $146m (13.5%) to

$1,231m, due to RevPAR and system

growth which drove a $12m increase in

incentive management fees to $190m,

combined with incremental ancillary

fee revenue. Owned & leased operating

profit declined from $45m to $43m.

Underlying operating profita increased

by $135m (12.0%) to $1,264m.

Fee margina increased by 3.6%pts

over the prior year to 64.8%. Around

2.3%pts was driven by operational

leverage and cost efficiencies from the

global efficiency programme. A further

~1.3%pts was due to incremental fees

from the US co-brand credit card

agreements and from the sale of certain

loyalty points, together with certain

other ancillary revenues.

The impact of the movement in average

USD exchange rates for 2024 compared

to 2025 netted to a $nil impact

on operating profit from reportable

segmentsa when calculated as restating

2024 figures at 2025 exchange rates,

and benefitted operating profit from

reportable segmentsa by $1m when

applying 2024 rates to 2025 figures.

If the average exchange rate during

January 2026 had existed throughout

2025, the 2025 operating profit from

reportable segmentsa would have

been $6m higher.

System Fund and

reimbursable result

The Group operates a System Fund

to collect and administer assessments

from hotel owners for specified

purposes of use, including marketing,

reservations, certain hotel services and

the Group’s loyalty programme, IHG

One Rewards. The System Fund also

benefits from certain proceeds from the

sale of loyalty points under third-party

co-branding arrangements and the sale

of points directly to members and other

third parties. The Fund is not managed

to generate a surplus or deficit for IHG

over the longer term, but is managed

for the benefit of hotels in the IHG

system with the objective of driving

revenues for the hotels in the system.

The growth in the IHG One Rewards

programme means that, although

assessments are received from hotels

upfront when a member earns points,

more revenue is deferred each year

than is recognised in the System Fund.

This can lead to accounting losses in the

System Fund each year as the deferred

revenue balance grows which do not

necessarily reflect the Fund’s position

and the Group’s capacity to invest.

Reimbursable revenues represent

reimbursements of expenses incurred

on behalf of managed and franchised

properties and relate, predominantly,

to payroll costs at managed properties

where IHG is the employer. As IHG

records reimbursable expenses based

upon costs incurred with no added

mark-up, this revenue and related

expenses have no impact on either

operating profit or net profit for the year.

In the year to 31 December 2025,

System Fund and reimbursable revenues

increased $110m (4.2%) to $2,721m.

This was driven by the growth in System

Fund revenue driven by the continued

increase in net system size compounded

by year-over-year RevPAR growth.

The reported System Fund and

reimbursable result improved from a loss

of $83m to a loss of $46m, primarily

due to the System Fund revenue growth

mentioned above and the impact

of our global efficiency programme,

partially offset by increased investments

in marketing and loyalty.

Operating exceptional items

Exceptional items are identified by

virtue of their size, nature or incidence

and are excluded from the calculation

of adjusted earnings per ordinary sharea

as well as other Non-GAAP measures in

order to allow a better understanding of

the underlying trading performance and

trends of the Group and its reportable

segments. Examples of exceptional items

can include, but are not restricted to,

gains and losses on the disposal of assets,

impairment charges and reversals,

the costs of individually significant legal

cases or commercial disputes and

reorganisation costs.

a.Definitions for Non-GAAP measures can be found on pages 107 to 112. Reconciliations of these measures to the most directly comparable line items

within the Group Financial Statements can be found on pages 250 to 256.



88	IHG	Annual Report and Form 20-F 2025



	Performance continued
	Group continued

Operating exceptional items for

the year to 31 December 2025 were

$21m (2024: $nil), comprising costs

of $12m relating to a global efficiency

programme and $9m relating to

litigation and commercial disputes.

Further information on exceptional

items can be found in note 6 to the

Group Financial Statements.

Net financial expenses

Net financial expenses increased

to $153m from $115m. Net financial

expenses include total interest costs

on public bonds, which are fixed rate

debt, of $153m (2024: $123m) and

interest expense on lease liabilities

of $30m (2024: $30m). In 2025,

foreign exchange gains/(losses) have

been presented on a separate line of

the Group income statement. The 2024

and 2023 amounts were previously

presented within net financial expenses.

Adjusted interesta, which adds back

interest attributable to the System Fund,

increased by $35m to an expense

of $200m, driven by the increase in

net debt and average interest rates

on bond debt.

Foreign exchange gains and losses

Foreign exchange gains of $37m

(2024: losses of $25m) are predominantly

due to translation of intra-group US

dollar monetary assets and liabilities

held by subsidiaries with a sterling

functional currency.

Remeasurement losses on

contingent purchase consideration

Contingent purchase consideration arose

on the acquisition of Regent, and from

2025, the acquisition of the Ruby brand.

The loss of $8m (2024: $4m loss) is

principally the unwind of the discount

due to the passage of time. The total

contingent purchase consideration

liability at 31 December 2025 is $98m

(2024: $73m).

Taxation

The adjusted tax ratea for 2025 was

27.2% (2024: 27.3%). The total tax charge

includes a net exceptional charge of

$16m (2024: $nil), comprising a charge

of $21m following the completion of

an intra-group restructuring transaction

offset by the tax impacts of the operating

exceptional items.

Tax paid in 2025 totalled $307m

(2024 $309m), including exceptional tax

paid of $34m related to the settlement

of a tax liability which originally arose

as a result of the acquisition of Holiday

Inn in 1990.

IHG pursues an approach to tax that is

consistent with its business strategy and

its overall business conduct principles.

The approach seeks to ensure full

compliance with all tax filing, payment

and reporting obligations on the basis

of communicative and transparent

relationships with tax authorities.

The IHG Audit Committee reviews

IHG’s approach to tax annually, including

consideration of the Group’s current

tax profile. Further information on tax

can be found in note 8 to the Group

Financial Statements.


+	IHG’s Approach to Tax policy is available at ihgplc.com/responsible-business under policies.

Earnings per ordinary share

The Group’s basic earnings per ordinary

share is 490.9¢ (2024: 389.6¢). Adjusted

earnings per ordinary sharea increased

by 68.9¢ (15.9%) to 501.3¢.

Dividends and returns

The Board is proposing a final dividend

of 125.9¢ in respect of 2025, an increase

of 10% on 2024. With the interim

dividend of 58.6¢ paid in October 2025,

the total dividend for the year would

therefore be 184.5¢, representing an

increase of 10% on 2024. The ex-

dividend date for ordinary shares is

Thursday 9 April 2026 and the record

date is Friday 10 April 2026. The

corresponding dividend amount in

pence sterling per ordinary share will be

announced on Monday 27 April 2026,

calculated based on the average of the

market exchange rates for the three

working days commencing 22 April

2026. Subject to shareholder approval at

the AGM on Thursday 7 May 2026, the

dividend will be paid on Thursday 14

May 2026.

The dividend payments in 2025 have

returned $270m to IHG’s shareholders.

An additional $892m of surplus capital

was returned to shareholders through

a share buyback programme that

concluded in December 2025. This

repurchased 7,585,264 shares at an

average price of £88.50 per share

and reduced the total number of

voting rights in the Company by 4.8%.

The Board has approved a further

share buyback programme to return

an additional $950m to shareholders

in 2026.

Share price and market capitalisation

The IHG share price closed at £104.60

on Wednesday 31 December 2025,

up 5.1% from £99.54 on 31 December

2024. The market capitalisation of the

Group at the year-end was £15.9bn.



	For a discussion of 2024 results, and the changes compared to 2023, refer to the 2024 Annual Report and Form 20-F.


+	ihgplc.com/investors under Annual Report.
	ihgplc.com/investors under Annual Report.



	Accounting principles The Group results are prepared under International Financial Reporting Standards (IFRS) as described on page 183 of the Group Financial Statements. The application of IFRS requires management to make judgement, estimates and assumptions, and those considered critical to the preparation of the Group results are set out on page 184. The Group discloses certain financial information both including and excluding exceptional items. For comparability of the periods presented, some of the performance indicators in this performance review are calculated after eliminating these exceptional items. An analysis of exceptional items is included in note 6.

a.Definitions for Non-GAAP measures can be found on pages 107 to 112. Reconciliations of these measures to the most directly comparable line items

within the Group Financial Statements can be found on pages 250 to 256.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	89

Adjusted EBITDAa reconciliation


	12 months ended 31 December
	2025	2024	2025 vs 2024	2023	2024 vs 2023
	$m	$m	$m change	$m	$m change
Cash flow from operations	1,361	1,149		1,219
Cash flows relating to operating exceptional items	23	(8)		29
Impairment (loss)/reversal on financial assets	(21)	(16)		1
Other impairment charges	(2)	(6)		–
Other non-cash adjustments to operating profit	(93)	(77)		(60)
System Fund and reimbursable result	46	83		(19)
System Fund depreciation and amortisation	(79)	(80)		(83)
Other non-cash adjustments to System Fund result	(46)	(37)		(23)
Working capital and other adjustments	(36)	(56)		(79)
Capital expenditure: contract acquisition costs net of repayments	179	237		101
Adjusted EBITDAa	1,332	1,189	143	1,086	103

Group Cash Flow summary


	12 months ended 31 December
	2025	2024	2025 vs 2024	2023	2024 vs 2023
	$m	$m	$m change	$m	$m change
Adjusted EBITDAa	1,332	1,189	143	1,086	103
Working capital and other adjustments	36	56		79
Repayments/(payments) related to investments supporting the Group’s insurance activities	3	5		(11)
Impairment loss/(reversal) on financial assets	21	16		(1)
Other impairment charges	2	6		–
Other non-cash adjustments to operating profit	93	77		60
System Fund and reimbursable result	(46)	(83)		19
Non-cash adjustments to System Fund result	125	117		106
Capital expenditure: key money contract acquisition costs, net of repayments	(177)	(206)		(101)
Capital expenditure: gross maintenance	(31)	(31)		(38)
Net interest paid	(156)	(113)		(83)
Tax paidb	(273)	(309)		(243)
Principal element of lease payments, net of finance lease receipts	(26)	(42)		(28)
Purchase of own shares by employee share trusts	(10)	(27)		(8)
Adjusted free cash flowa	893	655	238	837	(182)
Cash flows relating to exceptional itemsb	(57)	8		(29)
Capital expenditure: gross recyclable investments	(16)	(68)		(50)
Capital expenditure: gross System Fund capital investments	(43)	(45)		(46)
Purchase of brands	(120)	–		–
Deferred purchase consideration paid	–	(13)		–
Disposals and repayments, including proceeds from other financial assets	11	15		8
Repurchase of shares, including transaction costs	(897)	(804)		(790)
Dividends paid to shareholders	(270)	(259)		(245)
Dividends paid to non-controlling interest	–	–		(3)
Other financing cash flows	6	–		–
Net cash flow before other net debta movements	(493)	(511)	18	(318)	(193)
Add back principal element of lease repayments	30	46		28
Exchange and other non-cash adjustments	(88)	(45)		(131)
Increase in net debta	(551)	(510)	(41)	(421)	(89)
Net debta at the beginning of the year	(2,782)	(2,272)		(1,851)
Net debta at the end of the year	(3,333)	(2,782)	(551)	(2,272)	(510)

a.Definitions for Non-GAAP measures can be found in the ‘Key performance measures and Non-GAAP measures’ section on pages 107 to 112.

Reconciliations of these measures to the most directly comparable line items within the Group Financial Statements can be found on pages 250 to 256.

b.In 2025 ‘Tax paid’ excludes, and ‘Cash flows relating to exceptional items’ includes, $34m of exceptional tax paid.



90	IHG	Annual Report and Form 20-F 2025



	Performance continued
	Group continued

Cash flow from operations

For the year ended 31 December 2025,

cash flow from operations was $1,361m,

an increase of $212m on the previous

year. This was predominantly due to the

higher operating profit from reportable

segmentsa, lower contract acquisition

costs and an improvement in the

System Fund and reimbursable result.

Cash flow from operations is the

principal source of cash used to fund

interest and tax payments, capital

expenditure, ordinary dividend

payments and additional returns

of capital to shareholders.

Adjusted free cash flowa

Adjusted free cash flowa was an inflow

of $893m, an increase of $238m on the

prior year. Adjusted EBITDAa increased

by $143m due to the improvement

in trading and growth in ancillary

fee streams. The System Fund and

reimbursable result improved by $37m,

reflecting System Fund revenue growth

and the impact of the global efficiency

programme, partly offset by increased

investments in marketing and loyalty.

Key money contract acquisition costs

net of repayments reduced by $29m,

and tax payments (excluding exceptional

items) were $36m lower due to US tax

reforms. These movements were partly

offset by a $43m increase in net interest

paid reflecting the increase in average

net debt. Working capital and other

adjustments of $36m includes $107m of

cash inflow related to deferred revenue,

driven primarily by $74m related to the

loyalty programme and $37m of upfront

cash flows associated with the new

US co-brand credit card agreements.

Net and gross capital

expenditurea

Net capital expenditurea was $185m

(2024: $253m) and gross capital

expenditurea was $269m (2024: $350m).

Gross capital expenditurea comprised:

$179m of key money contract acquisition

costs; $31m of maintenance; $16m

gross recyclable investments; and

$43m System Fund capital investments.

Net capital expenditurea includes

key money repayments of $2m and

offsets from other disposals and

repayments of $4m, and $78m System

Fund depreciation and amortisation.

Net debta

Net debta increased by $551m

from $2,782m at 31 December 2024

to $3,333m at 31 December 2025.

During the year, the Group invested

$120m to purchase the Ruby brand

and there were $1,167m of payments

related to ordinary dividends and the

share buyback programmes, including

transaction costs. The change in

net debta includes adverse net foreign

exchange impacts of $69m and $19m

of other non-cash adjustments.

Cash and borrowings

Net debta of $3,333m (2024: $2,782m)

is analysed by currency as follows:


	2025	2024
	$m	$m
Borrowings
Sterling*	1,175	1,473
US dollar*	3,257	2,290
Euros*	5	3
Other	25	24
Cash and cash equivalents
Sterling	(549)	(462)
US dollar	(442)	(369)
Euros	(14)	(26)
Chinese renminbi	(69)	(99)
Other	(55)	(52)
Net debta	3,333	2,782
Average net debt level	3,139	2,639

c.*Including the impact of derivative

financial instruments.

Cash and cash equivalents includes

$4m (2024: $2m) that is not available for

use by the Group due to local exchange

controls, $17m (2024: $15m) which is

restricted for use on capital expenditure

under hotel lease agreements and $6m

(2024: $5m) subject to contractual and

regulatory restrictions.


+	Information on the maturity profile and interest structure of borrowings is included in notes 21 to 23 to the Group Financial Statements.

Borrowings included bank overdrafts

of $3m (2024: $17m), which were

matched by an equivalent amount of

cash and cash equivalents under the

Group’s cash pooling arrangements.

Under these arrangements, each pool

contains a number of bank accounts

with the same financial institution, and

the Group pays interest on net overdraft

balances within each pool.

Overseas subsidiaries are typically in a

cash-positive position, and the matching

overdrafts are held by the Group’s

central treasury company in the UK.


+	Information on the Group’s approach to allocation of capital resources can be found on pages 26 and 27.

Sources of liquidity

As at 31 December 2025, the Group had

total liquidity of $2,599m (31 December

2024: $2,319m), comprising $1,500m

of undrawn bank facilities and $1,099m

of cash and cash equivalents (net of

overdrafts and restricted cash). The

increase in total liquidity from December

2024 of $280m is primarily due to net

additional bond funding of $587m and

$150m from the increase in the new

bank revolving credit facility, offset

by net cash outflows of $493mb.

The Group currently has $4,198m of

sterling and euro bonds outstanding.

The bonds mature in August 2026

(£350m), May 2027 (€500m), October

2028 (£400m), November 2029

(€600m), September 2030 (€850m)

and September 2031 (€750m). There

are currency swaps in place on the

euro bonds, fixing the May 2027 bond

at £436m, the November 2029 bond

at $657m, the September 2030 bond

at $990m and the September 2031

bond at $834m. The Group currently

has senior unsecured long-term credit

ratings of BBB from S&P and Baa2

from Moody’s.

In December 2025, the Group entered

into a new $1,500m syndicated

bank revolving credit facility (RCF),

and the previous $1,350m facility

was cancelled on the same day.

The new five-year RCF matures in

December 2030. There are two

one-year extension options that are

at the lenders’ discretion. There are

no financial covenants in the RCF.

The RCF was undrawn at 31 December

2025.

It is management’s opinion that the

current working capital levels and

available facilities are sufficient for the

Group’s present liquidity requirements.

a.Definitions for Non-GAAP measures can be found on pages 107 to 112. Reconciliations of these measures to the most directly comparable line items

within the Group Financial Statements can be found on pages 250 to 256.

b. As shown in the Cash Flow summary on page 89.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	91

Off-balance sheet

arrangements

At 31 December 2025, the Group had

no off-balance sheet arrangements that

have, or are reasonably likely to have,

a current or future material effect on

the Group’s financial condition, revenues

or expenses, results of operations,

liquidity, capital expenditures or

capital resources.

Contingent liabilities and

financial guarantees

The Group has given financial guarantees

over loans made to facilitate third-party

ownership of hotels of up to $26m. The

carrying amount of these guarantees

was $nil. See note 18 to the Group

Financial Statements for further details.

The Group may be exposed to additional

liabilities resulting from litigation. See

note 29 to the Group Financial Statements

for further details.

Future cash requirements

from contractual obligations

The Group’s future cash flows arising

from contractual commitments relating

to long‑term debt obligations (including

interest payable), derivatives, lease

liabilities and other financial liabilities

are analysed in note 23 to the Group

Financial Statements.

Other cash requirements relate to future

pension scheme contributions (see note

26 to the Group Financial Statements)

and capital commitments (see note 29

to the Group Financial Statements).

The Group also has future commitments

for key money payments which are

contingent upon future events and

may reverse.

Disaggregation of total gross revenue in IHG’s system

Total gross revenue provides a measure of the overall strength of the Group’s brands. It comprises total rooms revenue from

franchised hotels and total hotel revenue from managed, exclusive partner and owned & leased hotels and excludes revenue

from the System Fund and reimbursement of costs. Other than owned & leased hotels, total gross revenue is not revenue

attributable to IHG as it is derived from hotels owned by third parties. The definition of this key performance measure can

be found on page 107.


	12 months ended 31 December
	2025	2024	%
	$bn	$bn	changea
Analysed by brand
InterContinental	5.6	5.3	5.6
Kimpton	1.5	1.4	5.9
Hotel Indigo	1.1	1.0	14.0
Crowne Plaza	3.7	3.7	(1.3)
Holiday Inn Express	9.7	9.6	1.4
Holiday Inn	6.1	6.0	1.3
Staybridge Suites	1.4	1.3	4.1
Candlewood Suites	1.0	0.9	5.3
Other	5.1	4.2	24.0
Total	35.2	33.4	5.3

Analysed by ownership type
Franchisedb (revenue not attributable to IHG)	22.2	21.2	5.1
Managed (revenue not attributable to IHG)	12.5	11.7	5.6
Owned & leased (revenue recognised in Group income statement)	0.5	0.5	5.4
Total	35.2	33.4	5.3

Total gross revenue in IHG’s system increased by 5.3% (4.7% increase at constant currency) to $35.2bn, driven by the

combination of RevPAR growth and the increase in the number of hotels in our system.

a.Year-on-year percentage movement calculated from unrounded source figures to provide more precise growth indicators for these figures which are

presented in billions of dollars.

b.Includes exclusive partner hotels.



92	IHG	Annual Report and Form 20-F 2025



	Performance continued
	Group continued

Group hotel and room count


	Hotels		Rooms
At 31 December	2025	Change over 2024	2025	Change over 2024
Analysed by brand
Six Senses	27	–	2,067	117
Regent	11	–	3,212	–
InterContinental	242	15	77,027	3,243
Vignette Collection	31	11	7,256	3,291
Kimpton	85	8	16,208	2,177
Hotel Indigo	191	22	25,676	2,883
voco	124	37	25,227	4,851
Ruby	17	17	2,952	2,952
HUALUXE	24	2	6,426	424
Crowne Plaza	424	9	113,887	263
EVEN Hotels	46	13	6,896	1,814
Holiday Inn Express	3,292	55	351,400	7,443
Holiday Inn	1,247	(2)	225,926	594
Garner	89	66	8,501	6,101
avid hotels	87	11	7,677	875
Atwell Suites	9	3	928	372
Staybridge Suites	350	15	38,287	1,764
Holiday Inn Club Vacations	26	(4)	9,138	(730)
Candlewood Suites	423	31	37,552	2,735
Iberostar Beachfront Resorts	62	7	21,001	1,415
Other	156	18	38,933	(3,532)
Total	6,963	334	1,026,177	39,052

Analysed by ownership type
Franchiseda	5,886	290	748,178	29,961
Managed	1,060	43	273,808	8,936
Owned & leased	17	1	4,191	155
Total	6,963	334	1,026,177	39,052

a.Includes exclusive partner hotels.

During the year, a record 443 hotels

(65,078 rooms) opened, representing

a 72 hotels (5,961 rooms) increase

from 2024.

Openings included the first 2,952 rooms

(17 hotels) as part of the initial Ruby

agreement. Other openings included

20,338 rooms (133 hotels) in the

Holiday Inn Brand Family, the debut

of Atwell in Greater China and the

continued international momentum

of Garner. Conversions represented

around half of all openings.

In 2025, 26,026 rooms (109 hotels)

left the IHG system, reflecting

our continued focus on the quality

of our estate.

Net system size increased by 4.0%

year-on-year to 1,026,177.

After adjusting for the impact of

removing 7,092 rooms previously

affiliated with The Venetian Resort

Las Vegas, removals increased by

739 rooms (two hotels) compared

to 2024, with a removals rate of

1.9%, and net system size increased

by 4.7%.

Total number of hotels

6,963

2024: 6,629

Total number of rooms

1,026,177

2024: 987,125


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	93

Group pipeline


	Hotels		Rooms
At 31 December	2025	Change over 2024	2025	Change over 2024
Analysed by brand
Six Senses	39	1	2,946	51
Regent	12	3	2,210	223
InterContinental	104	3	26,734	1,042
Vignette Collection	45	10	7,087	698
Kimpton	69	8	13,288	1,155
Hotel Indigo	131	1	20,885	1,454
voco	108	18	21,453	5,825
Ruby	19	19	3,789	3,789
HUALUXE	23	(1)	6,040	(253)
Crowne Plaza	154	14	38,232	2,963
EVEN Hotels	26	(6)	4,861	(706)
Holiday Inn Express	655	18	81,358	2,136
Holiday Inn	295	29	53,559	1,882
Garner	77	(17)	6,953	(1,814)
avid hotels	116	(21)	8,676	(1,973)
Atwell Suites	56	2	5,822	362
Staybridge Suites	150	(7)	16,618	(697)
Candlewood Suites	194	11	14,465	166
Iberostar Beachfront Resorts	5	(2)	2,415	(32)
Other	14	(1)	2,135	(1,997)
Total	2,292	82	339,526	14,274

Analysed by ownership type
Franchiseda	1,635	37	198,623	7,018
Managed	657	46	140,903	7,411
Owned & leased	–	(1)	–	(155)
Total	2,292	82	339,526	14,274

a.Includes exclusive partner hotels.

The global pipeline totalled 339,526

rooms (2,292 hotels) at the end of 2025,

an increase of 14,274 rooms (82 hotels)

from the prior year, as signings

outpaced openings and terminations.

Group signings of 102,054 rooms

(694 hotels) included 6,741 Ruby rooms

(36 hotels), 5,718 rooms (30 hotels)

as part of the initial agreement.

Signings in 2025 represented a

4,188 rooms (20 hotels) decrease

from the prior year, which included

17,703 rooms (119 hotels) as part of the

initial NOVUM Hospitality agreement.

Total number of hotels in the pipeline

2,292

2024: 2,210

Total number of rooms in the pipeline

339,526

2024: 325,252



94	IHG	Annual Report and Form 20-F 2025



	Performance continued
	Americas

“We accelerated our enterprise

delivery for both guests and

owners, and delivered strong

growth momentum in 2025.”

Jolyon Bulley

Chief Executive Officer, Americas

46%

Americas

revenue 2025

($1,129m)


Comparable RevPAR movement on previous year (12 months ended 31 December 2025)
Fee business
InterContinental		4.6%
Kimpton		1.3%
Hotel Indigo		0.3%
Crowne Plaza		0.5%
EVEN Hotels		(1.2)%
Holiday Inn Express		0.2%
Holiday Inn		(0.7)%
avid hotels		(1.2)%
Staybridge Suites		0.3%
Candlewood Suites		(0.6)%
All brands		0.3%

Owned & leased
All brands		1.6%

InterContinental Real Lima Miraflores, Peru.

“In 2025, we continued our strong

growth momentum through hotel

openings and new deals entering our

development pipeline. Our established

position in the Essentials and Suites

category, together with growth across

our Lifestyle & Luxury and Premium

brands, provided our guests with more

choice, and our owners a compelling

IHG brand portfolio. Performance

across our brands accelerated in 2025

driven by the implementation of new

technology platforms, growth in our

loyalty delivery, and focus on the

guest experience and owner returns.”

Industry performance

in 2025

Industry RevPAR in the Americas grew

by 1.2% year-on-year, driven by a 2.1%

increase in average daily rate, while

52%

Americas number

of rooms

(529,194)

occupancy declined by 0.5%pts.

US lodging industry RevPAR declined

0.3% year-on-year, as a 0.8%pts decrease

in occupancy was only partly offset by

a 0.9% increase in average daily rate,

significantly trailing the rate of inflation.

Room demand was behind 2024 levels,

due to broader economic uncertainty

and a reduction in international inbound

travel. Notably, group demand saw

declines for nine consecutive months,

while outbound travel from the US grew

by over 2%. Room supply increased

by 0.7%, with conversion activity also

increasing year-on-year.

RevPAR in the US upper midscale chain

scale, where Holiday Inn and Holiday

Inn Express operate, declined by 1.5%.

RevPAR increased by 11.7% in Latin

America. Caribbean growth of 2.2%

was driven by average daily rate.

RevPAR in Mexico increased by 5.7%

and in Canada RevPAR grew by 4.2%.

IHG’s regional performance

in 2025

IHG’s comparable RevPAR in the Americas

grew by 0.3% compared to 2024, driven

by a 0.5% increase in average daily rate

and a 0.1%pts decrease in occupancy.

The region is predominantly represented

by the US, where comparable RevPAR fell

slightly by 0.1% year-on-year, and where

we are most weighted towards our upper

midscale brands, Holiday Inn and Holiday

Inn Express. US RevPAR for the Holiday

Inn brand fell by 1.5%, while the Holiday Inn

Express brand decreased by 0.2%.

Comparable RevPAR in Mexico grew by

5.8%, while Canada increased by 2.2%.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	95

Americas results


	12 months ended 31 December
	2025	2024	2025 vs 2024	2023	2024 vs 2023
	$m	$m	% change	$m	% change
Revenue from the reportable segmenta
Fee business	963	979	(1.6)	957	2.3
Owned & leased	166	162	2.5	148	9.5
Total	1,129	1,141	(1.1)	1,105	3.3
Operating profit from the reportable segmenta
Fee business	804	795	1.1	787	1.0
Owned & leased	32	33	(3.0)	28	17.9
	836	828	1.0	815	1.6
Operating exceptional items	(2)	4	NMb	27	(85.2)
Operating profit	834	832	0.2	842	(1.2)

Review of the year ended

31 December 2025

With 529,194 rooms (4,603 hotels),

the Americas represented 52% of IHG’s

room count. The key profit-generating

market is the US, and the Group is also

represented in Latin America, Canada,

Mexico and the Caribbean. In the region,

93% of rooms are operated under the

franchised business model, primarily

under our brands in the upper midscale

segment (including the Holiday Inn

Brand Family). Of IHG’s 20 hotel brands,

18 are represented in the Americas.

RevPAR performance in the first quarter

was strongest. From the second quarter,

certain types of business and leisure

travel were impacted by broader factors,

such as lower international inbound

demand and less government travel.

The fourth quarter also faced tough

comparables as certain locations in the

prior year saw increased hurricane related

demand. Compared to the prior year,

Business demand increased while

Groups and Leisure declined.

Americas comparable RevPAR

improved by 3.5% in the first quarter

then decreased 0.5% in the second

quarter, 0.9% in the third quarter,

1.4% in the fourth quarter and

increased 0.3% in the full year, all

compared to 2024. RevPAR in the

US decreased by 0.1% in the year.

Across our US franchised estate, which

is weighted to domestic demand in

upper midscale hotels, full-year RevPAR

decreased 0.3% year-on-year. The US

managed estate, weighted to upper

upscale and luxury hotels in urban

locations, saw RevPAR increase by 2.0%

in the full year compared to 2024.

Revenue from the reportable segmenta

decreased by $12m (1.1%) to $1,129m.

Operating profit increased by $2m to

$834m, including a $2m exceptional

cost in relation to the global efficiency

programme, compared to an

exceptional income of $4m in the

prior year. Operating profit from the

reportable segmenta increased by

$8m (1.0%) to $836m.

Revenue and operating profit from

the reportable segmenta are further

analysed by fee business and owned

& leased hotels.

Fee business revenuea decreased by

$16m (1.6%) to $963m as comparable

RevPAR growth was offset by lower

revenue from a number of non-

comparable hotels including those

exiting the system and others

undergoing renovation, small reductions

in certain other fee revenue areas,

adverse currency movements and one

fewer trading day from the leap-year

impact. There were $20m of incentive

management fees earned (2024: $21m).

Fee business operating profita increased

by $9m (1.1%) to $804m, supported by

system growth and cost efficiencies.

This led to fee margina growing

to 83.4%, compared to 81.2% in 2024.

Owned & leased revenue increased by

$4m (2.5%) to $166m, with comparable

RevPAR up 1.6% compared to 2024,

reflecting the specific trading environments

related to this small portfolio of just

four hotels. Owned & leased operating

profit decreased by $1m (3.0%) to $32m.

a.Definitions for non-GAAP measures can be found on pages 107 to 112. Reconciliations of these measures to the most directly comparable line items

within the Group Financial Statements can be found on pages 250 to 256.

b.Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the

prior period.

For discussion of 2024 results, and the changes compared to 2023, refer to the 2024 Annual Report and Form 20-F.


+	More details online: ihgplc.com/investors under Annual Report.



96	IHG	Annual Report and Form 20-F 2025



	Performance continued
	Americas continued

Americas hotel and room count


	Hotels		Rooms
At 31 December	2025	Change over 2024	2025	Change over 2024
Analysed by brand
Six Senses	2	–	81	–
Regent	1	–	167	–
InterContinental	48	3	17,055	783
Vignette Collection	3	1	805	214
Kimpton	62	1	11,289	206
Hotel Indigo	82	7	10,944	816
voco	28	9	2,993	928
Crowne Plaza	101	(3)	25,020	(1,336)
EVEN Hotels	27	5	3,586	464
Holiday Inn Express	2,542	16	232,517	1,768
Holiday Inn	661	(16)	106,181	(3,345)
Garner	33	23	2,687	1,932
avid hotels	87	11	7,677	875
Atwell Suites	8	2	754	198
Staybridge Suites	327	15	34,474	1,701
Holiday Inn Club Vacations	26	(4)	9,138	(730)
Candlewood Suites	417	25	36,921	2,104
Iberostar Beachfront Resorts	26	2	9,443	176
Other	122	15	17,462	(5,554)
Total	4,603	112	529,194	1,200

Analysed by ownership type
Franchiseda	4,432	113	493,389	1,883
Managed	167	(1)	34,468	(683)
Owned & leased	4	–	1,337	–
Total	4,603	112	529,194	1,200

a.Includes exclusive partner hotels.

Gross system size growth was 3.6%

year-on-year. Openings increased by

1,944 rooms (38 hotels) year-on-year to

18,776 rooms (178 hotels), with around

a third in our Holiday Inn Brand Family.

Openings also included 11 avid hotels,

nine voco properties and 23 Garner

hotels, taking the brand to 33 properties

since it became franchise-ready in

the US in September 2023.

During the year, 17,576 rooms (66 hotels)

were removed, including 7,092 rooms

previously affiliated with The Venetian

Resort Las Vegas, representing a

removal rate of 3.3%.

Net system size growth was 0.2%

year-on-year.

Excluding the impact of The Venetian

Resort Las Vegas, net system size

growth was 1.6% and the removal

rate was 2.0%.

Total number of hotels

4,603

2024: 4,491

Total number of rooms

529,194

2024: 527,994


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	97

Americas pipeline


	Hotels		Rooms
At 31 December	2025	Change over 2024	2025	Change over 2024
Analysed by brand
Six Senses	9	–	649	(11)
InterContinental	9	(2)	2,229	(557)
Vignette Collection	4	–	282	(193)
Kimpton	30	–	5,522	(163)
Hotel Indigo	24	(3)	3,071	(167)
voco	27	4	3,539	927
Crowne Plaza	6	–	1,127	83
EVEN Hotels	4	(4)	483	(466)
Holiday Inn Express	336	(1)	31,478	(550)
Holiday Inn	65	–	7,744	(46)
Garner	50	7	4,145	650
avid hotels	116	(21)	8,676	(1,973)
Atwell Suites	50	(2)	4,968	(254)
Staybridge Suites	135	(7)	14,007	(967)
Candlewood Suites	184	9	13,175	(24)
Iberostar Beachfront Resorts	4	(2)	2,144	(32)
Other	14	–	2,135	(217)
Total	1,067	(22)	105,374	(3,960)

Analysed by ownership type
Franchiseda	1,023	(20)	98,598	(3,477)
Managed	44	(2)	6,776	(483)
Total	1,067	(22)	105,374	(3,960)

a.Includes exclusive partner hotels.

At 31 December 2025, the pipeline

totalled 105,374 rooms (1,067 hotels),

representing 20% of the region’s

system size.

Signings increased by 74 rooms, but

decreased by 15 hotels year-on-year

to 26,626 rooms (268 hotels). The

majority of signings were in our midscale

and upper midscale brands, including

the Holiday Inn Brand Family (9,022

rooms, 88 hotels), Staybridge Suites

(3,127 rooms, 31 hotels), Candlewood

Suites (2,881 rooms, 44 hotels) and

Garner (2,773 rooms, 32 hotels).

11,810 rooms (112 hotels) were removed

from the pipeline, compared to 9,550

rooms (94 hotels) in the prior year.

Total number of hotels in the pipeline

1,067

2024: 1,089

Total number of rooms in the pipeline

105,374

2024: 109,334



98	IHG	Annual Report and Form 20-F 2025



	Performance continued
	EMEAA

“We continued to build

momentum in 2025, through

the strength and breadth

of our enterprise.”

Kenneth Macpherson

Chief Executive Officer, EMEAA

33%

EMEAA revenue

2025

($811m)


Comparable RevPAR movement on previous year (12 months ended 31 December 2025)
Fee business
Six Senses		16.4%
InterContinental		7.0%
Hotel Indigo		3.4%
voco		6.7%
Crowne Plaza		5.4%
Holiday Inn Express		1.4%
Holiday Inn		2.4%
Staybridge Suites		3.3%
All brands		4.7%

Owned & leased
All brands		2.1%

“We continued to build momentum

in 2025, with strong signings and

openings across the region reflecting

the long-term investments in our

priority markets and platforms, and

our ongoing commitment to place

our guests and owners at the heart of

everything we do. Our brand offering

in EMEAA continues to expand, with

the launch of EVEN Hotels into the

region and the exciting acquisition

of Ruby hotels complementing

our portfolio and providing further

opportunity for growth. The strength

and breadth of our enterprise and

our strong market teams provide real

confidence for 2026 and beyond.”

Industry performance

in 2025

Industry RevPAR in EMEAA increased

28%

EMEAA number

of rooms

(287,602)

by 6.1% year-on-year, driven by markets

including Japan, Spain and Turkey,

and underpinned by increases in both

average daily rate and occupancy

of 4.7% and 0.9%pts, respectively.

In the UK, industry RevPAR increased

by 1.0% year-on-year. In Germany,

RevPAR declined by 0.7%, reflecting

challenging comparables following

significant one-off events in 2024.

RevPAR increased by 13.2% in the

Middle East, supported by a slowdown

in supply growth and robust

Leisure demand.

Elsewhere in EMEAA, East Asia & Pacific

increased by 7.5% year-on-year, led by

double-digit growth in Vietnam and

Japan of 18.0% and 13.5%, respectively,

driven by strong inbound tourism

and events, such as the World Expo

in Osaka.

IHG’s regional performance

in 2025

EMEAA comparable RevPAR increased

by 4.6% year-on-year, driven by a 2.4%

increase in average daily rate and a

1.6%pts increase in occupancy. In the

UK, the region’s largest market, RevPAR

Ruby Lucy Hotel, London, UK.

increased by 1.1% compared to 2024.

Germany, the region’s second largest

market, saw a RevPAR decrease of

2.1% and France grew by 5.1%.

RevPAR in the Middle East and India

increased by 8.8% and 4.6%, respectively.

Elsewhere in EMEAA, RevPAR increased

by 5.5% in East Asia & Pacific, with

Vietnam and Japan increasing by

27.1% and 7.2%, respectively.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	99

EMEAA results


	12 months ended 31 December
	2025	2024	2025 vs 2024	2023	2024 vs 2023
	$m	$m	% change	$m	% change
Revenue from the reportable segmenta
Fee business	433	395	9.6	354	11.6
Owned & leased	378	353	7.1	323	9.3
Total	811	748	8.4	677	10.5
Operating profit from the reportable segmenta
Fee business	292	258	13.2	214	20.6
Owned & leased	11	12	(8.3)	1	NMb
	303	270	12.2	215	25.6
Operating exceptional items	(13)	(4)	225.0	1	NMb
Operating profit	290	266	9.0	216	23.1

Review of the year ended

31 December 2025

Comprising 287,602 rooms (1,478 hotels)

at the end of 2025, EMEAA represented

28% of IHG’s room count. Revenues are

largely generated from hotels in the UK,

Middle East, Asia and gateway cities

in continental Europe.

The largest proportion of rooms in the

UK and continental Europe are operated

under the franchised business model,

primarily under our upper-midscale

brands Holiday Inn and Holiday Inn

Express. The majority of hotels in

markets outside of Europe are operated

under the managed business model.

RevPAR grew in each quarter in 2025,

with this varied region benefitting

from growth in both average daily

rate and occupancy. Business, Leisure

and Groups demand increased when

compared to 2024 levels.

EMEAA comparable RevPAR increased

year-on-year by 5.0% in the first quarter,

3.0% in the second quarter, 2.8%

in the third quarter, 7.1% in the fourth

quarter and 4.6% in the full year,

driven broadly evenly by increases

in occupancy and average daily rate.

Revenue from the reportable segmenta

increased by $63m (8.4%) to $811m.

Operating profit increased by $24m to

$290m, including a $13m exceptional

cost in relation to the global efficiency

programme and commercial litigation

and disputes. Operating profit from

the reportable segmenta increased

by $33m (12.2%) to $303m.

Revenue and operating profit from

the reportable segmenta are further

analysed by fee business and owned

& leased hotels.

Fee business revenuea increased

by $38m (9.6%) to $433m, driven by

RevPAR and the fees added from

net system growth.

Incentive management fees earned

improved to $134m (2024: $118m).

Fee business operating profita increased

to $292m from $258m in the prior year.

Fee margina increased to 67.4% in 2025,

compared to 65.3% in 2024, with

positive operating leverage driven by the

trading performance, system growth

and cost efficiencies.

Owned & leased revenue increased by

$25m (+7.1%) to $378m, with RevPAR up

2.1%. Reflecting the trading conditions,

cost bases and variable rent structures

of this largely urban-centred portfolio

of 13 hotels, an operating profit of $11m

was achieved compared to $12m in

2024. Excluding the results of one

Kimpton hotel in 2025 (being the year

of lease commencement) and one

Regent hotel in 2024 (being the year

of lease expiration), revenue increased

by $26m and operating profit was in

line with the prior year.

a.Definitions for Non-GAAP measures can be found on pages 107 to 112. Reconciliations of these measures to the most directly comparable line items

within the Group Financial Statements can be found on pages 250 to 256.

b.Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the

prior period.

For discussion of 2024 results, and the changes compared to 2023, refer to the 2024 Annual Report and Form 20-F.


+	More details online: ihgplc.com/investors under Annual Report.



100	IHG	Annual Report and Form 20-F 2025



	Performance continued
	EMEAA continued

EMEAA hotel and room count


	Hotels		Rooms
At 31 December	2025	Change over 2024	2025	Change over 2024
Analysed by brand
Six Senses	24	–	1,856	117
Regent	4	–	991	–
InterContinental	128	7	35,341	1,396
Vignette Collection	21	8	4,666	2,557
Kimpton	18	5	3,685	1,187
Hotel Indigo	74	8	9,037	833
voco	68	17	16,862	2,254
Ruby	17	17	2,952	2,952
Crowne Plaza	185	4	43,796	(94)
Holiday Inn Express	363	3	53,601	766
Holiday Inn	426	1	78,097	702
Garner	56	43	5,814	4,169
Staybridge Suites	23	–	3,813	63
Candlewood Suites	6	6	631	631
Iberostar Beachfront Resorts	36	5	11,558	1,239
Other	29	5	14,902	2,356
Total	1,478	129	287,602	21,128

Analysed by ownership type
Franchiseda	1,025	94	170,049	13,511
Managed	440	34	114,699	7,462
Owned & leased	13	1	2,854	155
Total	1,478	129	287,602	21,128

a.Includes exclusive partner hotels.

Gross system size growth was 9.0%

year-on-year. In 2025, 24,107 rooms

(147 hotels) opened, representing

an increase of 487 rooms (13 hotels)

compared to 2024.

Openings included 2,952 rooms

(17 hotels) as part of the initial Ruby

agreement and a further 3,802 rooms

(38 hotels) relating to our initial

agreement with NOVUM Hospitality.

Accelerated by the NOVUM Hospitality

agreement, Garner opened 4,169 rooms

(43 hotels). Other notable openings

included 17 voco properties, marking

the brand’s entry in Thailand, 15 hotels

in the Holiday Inn Brand Family and five

Kimpton hotels, including the brand’s

debut in Germany.

In 2025, 2,979 rooms (18 hotels)

were removed compared to 4,413

rooms (22 hotels) in the prior year.

Net system size increased 7.9%

year-on-year.

Total number of hotels

1,478

2024: 1,349

Total number of rooms

287,602

2024: 266,474


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	101

EMEAA pipeline


	Hotels		Rooms
At 31 December	2025	Change over 2024	2025	Change over 2024
Analysed by brand
Six Senses	29	1	2,225	44
Regent	10	3	1,683	223
InterContinental	64	4	15,694	1,168
Vignette Collection	32	7	4,494	115
Kimpton	21	6	3,550	1,296
Hotel Indigo	54	5	9,185	1,977
voco	59	9	12,463	3,047
Ruby	19	19	3,789	3,789
Crowne Plaza	73	14	17,202	3,181
EVEN Hotels	2	2	555	555
Holiday Inn Express	100	11	15,699	1,360
Holiday Inn	127	13	23,347	528
Garner	27	(24)	2,808	(2,464)
Staybridge Suites	15	–	2,611	270
Candlewood Suites	10	2	1,290	190
Iberostar Beachfront Resorts	1	–	271	–
Other	–	(1)	–	(1,780)
Total	643	71	116,866	13,499

Analysed by ownership type
Franchiseda	289	25	42,730	5,158
Managed	354	47	74,136	8,496
Owned & leased	–	(1)	–	(155)
Total	643	71	116,866	13,499

a.Includes exclusive partner hotels.

At 31 December 2025, the EMEAA

pipeline totalled 116,866 rooms

(643 hotels), representing 41%

of the region’s system size.

In 2025, 43,409 rooms (248 hotels)

were signed, including 5,718 (30 hotels)

as part of the initial Ruby agreement.

Signings declined by 6,866 rooms

(23 hotels) year-on-year, as 2024

included 17,703 rooms (119 hotels)

as part of the NOVUM Hospitality

agreement.

Over a quarter of signings were in our

Luxury & Lifestyle brands, including

13 InterContinental properties, four

Regent hotels and two Six Senses

properties. Signings also included

19 Garner hotels marking the brand’s

debut in India, Thailand and Italy,

and 14 Kimpton properties, including

the first for the brand in the UAE,

Morocco and Austria.

In 2025, 5,803 rooms (30 hotels)

were removed from the pipeline,

compared to 5,514 rooms (34 hotels)

in the prior year.

Total number of hotels in the pipeline

643

2024: 572

Total number of rooms in the pipeline

116,866

2024: 103,367



102	IHG	Annual Report and Form 20-F 2025



	Performance continued
	Greater China

“Trading performance

sequentially improved through

2025, and we achieved record

signings and openings.”

Daniel Aylmer

Chief Executive Officer, Greater China

Greater China

revenue 2025

($165m)


Comparable RevPAR movement on previous year (12 months ended 31 December 2025)
Fee business
Regent		19.1%
InterContinental		(2.0)%
Hotel Indigo		5.1%
HUALUXE		(1.6)%
Crowne Plaza		(2.9)%
Holiday Inn Express		(6.5)%
Holiday Inn		(4.9)%
All brands		(1.6)%

“Trading performance has shown

sequential improvement through 2025,

with resilient domestic demand and

the return of international guests.

We achieved record signings and

openings, including Kimpton Tsim

Sha Tsui in Hong Kong and the first

Atwell in Shanghai. Powered by our

brand portfolio and digital-enabled

enterprise delivery, we are set to

scale our growth across segments

and elevate the quality of our

estate and owner returns.”

Industry performance

in 2025

Greater China industry RevPAR

declined in the first eight months

before recovering in the remainder

of the year. For the full year, industry

RevPAR decreased by 2.0%, impacted

20%

Greater China

number of rooms

(209,381)

by occupancy declines amid strong

supply growth, while average daily

rate remained broadly flat.

RevPAR declined year-on-year in all

tiers in Mainland China: Tier 1 decreased

by 0.8% as supply expanded faster

than demand; Tier 2 declined 4.6%

as demand contracted while supply

increased; Tier 3 reported the sharpest

decline at 5.3%, as significant supply

growth impacted occupancy; and

Tier 4 decreased 2.6%, as supply

growth outweighed otherwise solid

demand growth.

The supply-led occupancy compression

across Tiers 1-4 was partially offset

by strong performance in Hong Kong

SAR where RevPAR grew by 5.4%.

IHG’s regional performance

in 2025

IHG’s comparable RevPAR in Greater

China declined by 1.6% year-on-year,

as occupancy growth of 0.5%pts was

offset by a 2.4% decline in average

daily rate.

In Mainland China, RevPAR decreased

by 3.0%. Tier 1 cities declined by

Atwell Suites, Shanghai Wuning, China.

0.3% and Tier 2–4 cities decreased

by 4.4%. RevPAR in Hong Kong SAR

increased by 10.1%.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	103

Greater China results


	12 months ended 31 December
	2025	2024	2025 vs 2024	2023	2024 vs 2023
	$m	$m	% change	$m	% change
Revenue from the reportable segmenta
Fee business	165	161	2.5	161	–
Total	165	161	2.5	161	–
Operating profit from the reportable segmenta
Fee business	99	98	1.0	96	2.1
Operating profit	99	98	1.0	96	2.1

Review of the year

ended 31 December 2025

Comprising 209,381 rooms (882 hotels)

at 31 December 2025, Greater China

represented 20% of the Group’s room

count. Historically, the Greater China

region has predominantly been a

managed market. Following increased

franchised openings in 2025, franchised

hotels now account for 40% of open

rooms and around half of the

region’s pipeline.

Compared to 2024, overall Greater

China RevPAR decreased 3.5% in the

first quarter, 3.0% in the second quarter,

1.8% in the third quarter and then

increased 1.1% in the fourth quarter,

with a decline of 1.6% in the full year.

Overall, Business and Leisure demand

was broadly flat year-on-year, while

Groups declined.

Revenue from the reportable segmenta

in 2025 of $165m represented a $4m

increase from the prior year, with

incremental revenue from system

growth more than offsetting the effect

of RevPAR decline in the comparable

estate and lower fee streams on

reduced non-room revenue. Incentive

management fees decreased from

$39m in 2024 to $36m in 2025.

Fee margina reduced to 60.0%

compared to 60.9% in 2024, reflecting

strategic one-off cost investments

during the year and the reduction in

incentive management fees. Despite

these temporary headwinds, supported

by the benefits of our increasing scale

and cost efficiencies in the region,

operating profit increased by $1m (1.0%)

to $99m, underscoring the resilience of

the region's operating model.

a.Definitions for non-GAAP measures can be found on pages 107 to 112. Reconciliations of these measures to the most directly comparable line items

within the Group Financial Statements can be found on pages 250 to 256.

For discussion of 2024 results, and the changes compared to 2023, refer to the 2024 Annual Report and Form 20-F.


+	More details online: ihgplc.com/investors under Annual Report.



106	IHG	Annual Report and Form 20-F 2025



	Performance continued
	Central

Central results


	12 months ended 31 December
	2025	2024	2025 vs 2024	2023	2024 vs 2023
	$m	$m	% change	$m	% change
Revenue from the reportable segmenta
Fee business	336	239	40.6	200	19.5
Insurance activities	27	23	17.4	21	9.5
Total	363	262	38.5	221	18.6
Gross costs
Fee business	(300)	(305)	(1.6)	(305)	–
Insurance activities	(36)	(29)	24.1	(23)	26.1
Total	(336)	(334)	0.6	(328)	1.8
Operating profit/(loss) from the reportable segmenta
Fee business	36	(66)	NMb	(105)	(37.1)
Insurance activities	(9)	(6)	50.0	(2)	200.0
	27	(72)	NMb	(107)	(32.7)
Operating exceptional items	(6)	–	NMb	–	NMb
Operating profit/(loss)	21	(72)	NMb	(107)	(32.7)

a.Definitions for Non-GAAP measures can be found on pages 107 to 112. Reconciliations of these measures to the most directly comparable line items

within the Group Financial Statements can be found on pages 250 to 256.

b.Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the

prior period.

Review of the year

ended 31 December 2025

Central fee business revenue is mainly

comprised of technology fee income,

co-brand licensing fees and a portion of

revenue from the consumption of

certain IHG One Rewards points. Central

revenue additionally includes revenue

recognised from insurance activities

relating to the managed hotel insurance

programme.

Central revenue increased by $101m

(38.5%) to $363m. This was primarily due

to incremental fees from previous

changes in the arrangements related to

the US co-brand credit card agreements

and from the sale of certain loyalty

points (together with certain other

ancillary revenues). These revenue

streams were anticipated to contribute

within IHG's results from reportable

segmentsa an incremental ~$40m and

~$25m, respectively, with these step-

changes achieved in 2025, along with

additional underlying growth.

Gross costs increased by $2m (0.6%)

year on year, driven by significant

individual claims in the insurance

programme, which were partially offset

by lower costs in the fee business driven

by our ongoing focus on efficiencies.

The resulting $27m operating profit from

the reportable segmenta was an increase

of $99m year-on-year. Operating profit

of $21m included a $6m exceptional

cost in relation to the global efficiency

programme (further information on

exceptional items can be found in

note 6 to the Financial Statements).


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	107



	Key performance measures and non-GAAP measures

The Annual Report and Form 20-F presents certain financial measures when discussing the

Group’s performance which are not measures of financial performance or liquidity under

International Financial Reporting Standards (IFRS).

In management’s view, these measures provide investors and other stakeholders with an

enhanced understanding of IHG’s operating performance, profitability, financial strength

and funding requirements.

These measures do not have standardised meanings under IFRS, and companies do not necessarily calculate these

in the same way. As these measures exclude certain items (for example, the costs of individually significant legal cases

or commercial disputes), they may be materially different to the measures prescribed by IFRS and may result in a more

favourable view of performance. Accordingly, they should be viewed as complementary to, and not as a substitute for,

the measures prescribed by IFRS and as included in the Group Financial Statements (see pages 250 to 256).

Linkage of performance measures to Directors’ remuneration and KPIs

Annual Performance Plan

Long Term Incentive Plan

KPI

Key Performance Indicators


+	See pages 138 to 161 for more information on Directors’ remuneration and pages 40 to 43 for more information on KPIs.


Measure		Commentary
Global revenue per available room (RevPAR) growth RevPAR, average daily rate and occupancy statistics are disclosed on pages 257 to 259.		RevPAR is the primary metric used by management to track hotel performance across regions and brands. RevPAR is also a commonly used performance measure in the hotel industry. RevPAR comprises IHG’s System (see Glossary, page 299) rooms revenue divided by the number of room nights available and can be derived from occupancy rate multiplied by the average daily rate. Average daily rate is rooms revenue divided by the number of room nights sold. References to RevPAR, occupancy and average daily rate are presented on a comparable basis, comprising groupings of hotels that have traded in all months in both the current and comparable year. The principal exclusions in deriving this measure are new hotels (including those acquired), hotels closed for major refurbishment and hotels sold in either of the comparable years. RevPAR and average daily rate are quoted at a constant US$ exchange rate, in order to allow a better understanding of the comparable year-on-year trading performance excluding distortions created by fluctuations in currency movements.
Total gross revenue from hotels in IHG’s system Owned & leased revenue as recorded in the Group Financial Statements is reconciled to total gross revenue on page 91.		Total gross revenue is revenue not wholly attributable to IHG; however, management believes this measure is meaningful to investors and other stakeholders as it provides a measure of system performance, giving an indication of the strength of IHG’s brands and the combined impact of IHG’s growth strategy and RevPAR performance. Total gross revenue refers to revenue which IHG has a role in driving and from which IHG derives an income stream. IHG’s business model is described on pages 24 to 29. Total gross revenue comprises: –Total rooms revenue from franchised hotels; –Total hotel revenue from managed and exclusive partner hotels including food and beverage, meetings and other revenues, reflecting the value driven by IHG and the base upon which fees are typically earned; and –Total hotel revenue from owned & leased hotels. Other than total hotel revenue from owned & leased hotels, total gross revenue is not revenue attributable to IHG, as these managed, franchised and exclusive partner hotels are owned by third parties. Total gross revenue is used to describe this measure as it aligns with terms used in the Group’s management, franchise and exclusive partner agreements and, therefore, is well understood by owners and other stakeholders.

KPI



108	IHG	Annual Report and Form 20-F 2025



	Performance continued
	Key performance measures and non-GAAP measures continued


Measure		Commentary
Revenue and operating profit measures The reconciliation of the most directly comparable line item within the Group Financial Statements (i.e. total revenue and operating profit, accordingly) to the non- IFRS revenue and operating profit measures is included on pages 250 to 256.		Revenue and operating profit from (1) fee business, (2) owned & leased hotels, and (3) insurance activities are described as ‘revenue from reportable segments’ and ‘operating profit from reportable segments’, respectively, within note 2 to the Group Financial Statements. These measures are presented insofar as they relate to each of the Group’s regions and its Central functions. Management believes revenue and operating profit from reportable segments are meaningful to investors and other stakeholders as they exclude the following elements and reflect how management monitors the business: –System Fund and reimbursables – the System Fund is not managed to generate a surplus or deficit for IHG over the longer term; it is managed for the benefit of the hotels within the IHG system. As described within the Group’s accounting policies (page 184), the System Fund is operated to collect and administer cash assessments from hotel owners for specific purposes of use including marketing, the Guest Reservation System, certain hotel services and the Group’s loyalty programme. As described within the Group’s accounting policies (page 186) there is a cost equal to reimbursable revenues so there is no profit impact. Cost reimbursements are not applicable to all hotels, and growth in these revenues is not reflective of growth in the performance of the Group. As such, management does not include these revenues in their analysis of results. –Exceptional items – these are identified by virtue of their size, nature or incidence with consideration given to consistency of treatment with prior years (including items that impact more than one reporting period) and between gains and losses. Examples of exceptional items include, but are not restricted to, gains and losses on the disposal of assets, impairment charges and reversals, the costs of individually significant legal cases or commercial disputes and reorganisation costs. As each item is different in nature and scope, there will be little continuity in the detailed composition and size of the reported amounts which affect performance in successive periods. Separate disclosure of these amounts facilitates the understanding of performance including and excluding such items. The Group’s accounting policy for exceptional items and further detail of those items presented as such are included in the Group Financial Statements (see pages 187 and 201). In further discussing the Group’s performance in respect of revenue and operating profit, additional non-IFRS measures are used and explained further below: –Underlying revenue; –Underlying operating profit; –Underlying fee revenue; and –Fee margin. Operating profit measures are, by their nature, before interest and tax. The Group’s reported operating profit additionally excludes remeasurement gains/losses on contingent purchase consideration, which relates to financing of acquisitions. Management believes such measures are useful for investors and other stakeholders when comparing performance across different companies as interest and tax can vary widely across different industries or among companies within the same industry. For example, interest expense can be highly dependent on a company’s capital structure, debt levels and credit ratings. In addition, the tax positions of companies can vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the various jurisdictions in which they operate. Although management believes these measures are useful to investors and other stakeholders in assessing the Group’s ongoing financial performance and provide improved comparability between periods, there are limitations in their use as compared to measures of financial performance under IFRS. As such, they should not be considered in isolation or viewed as a substitute for IFRS measures. In addition, these measures may not necessarily be comparable to other similarly titled measures of other companies due to potential inconsistencies in the methods of calculation.
Underlying revenue and underlying operating profit		These measures adjust revenue from reportable segments and operating profit from reportable segments, respectively, to exclude revenue and operating profit generated by owned & leased hotels which have been disposed, and significant liquidated damages, which are not comparable year-on-year and are not indicative of the Group’s ongoing profitability. The revenue and operating profit of current year acquisitions are also excluded as these obscure underlying business results and trends when comparing to the prior year. In addition, in order to remove the impact of fluctuations in foreign exchange, which would distort the comparability of the Group’s operating performance, prior year measures are restated at constant currency using current year exchange rates. Management believes these are meaningful to investors and other stakeholders to better understand comparable year-on-year trading and enable assessment of the underlying trends in the Group’s financial performance.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	109


Measure		Commentary
Revenue and operating profit measures continued Underlying fee revenue growth		Underlying fee revenue is used to calculate underlying fee revenue growth. Underlying fee revenue is calculated on the same basis as underlying revenue as described above but for the fee business only. Management believes underlying fee revenue is meaningful to investors and other stakeholders as an indicator of IHG’s ability to grow the core fee-based business, aligned to IHG’s asset-light strategy.
Fee margin		Fee margin is presented at actual exchange rates and is a measure of the profit arising from fee revenue. Fee margin is calculated by dividing fee operating profit by fee revenue. Fee revenue and fee operating profit are calculated from revenue from reportable segments and operating profit from reportable segments, as defined above, adjusted to exclude revenue and operating profit from the Group’s owned & leased hotels as well as from insurance activities and significant liquidated damages. Management believes fee margin is meaningful to investors and other stakeholders as an indicator of the sustainable long-term growth in the profitability of IHG’s core fee-based business, as the scale of IHG’s operations increases with growth in IHG’s system size.
Adjusted interest Financial income and financial expenses as recorded in the Group Financial Statements is reconciled to adjusted interest on page 255.		Adjusted interest is presented before exceptional items and the following items of interest which are recorded within the System Fund: –Interest income is recorded in the System Fund on the outstanding cash balance relating to the IHG loyalty programme. These interest payments are recognised as interest expense for IHG. –Other components of System Fund interest income and expense, including capitalised interest, lease interest expense and interest income on overdue receivables. Given results related to the System Fund are excluded from adjusted measures used by management, these are excluded from adjusted interest and adjusted earnings per ordinary share (see below). Management believes adjusted interest is a meaningful measure for investors and other stakeholders as it provides an indication of the comparable year-on-year expense associated with financing the business including the interest on any balance held on behalf of the System Fund.
Adjusted tax The tax expense and the tax rate as recorded in the Group Financial Statements are reconciled to adjusted tax and the adjusted tax rate on page 256.		Adjusted tax excludes the impact of foreign exchange gains/losses, exceptional items, the System Fund and remeasurement gains/losses on contingent consideration. Foreign exchange gains/losses vary year on year depending on the movement in exchange rates, and remeasurement gains/losses on contingent consideration and exceptional items also vary year on year. These can impact the current year’s tax charge. The System Fund (including interest and tax) is not managed to a surplus or deficit for IHG over the longer term and is, in general, not subject to tax. Management believes removing these from both profit and tax provides a better view of the Group’s underlying tax rate on ordinary operations and aids comparability year on year, thus providing a more meaningful understanding of the Group’s ongoing tax charge.
Adjusted earnings per ordinary share Profit available for equity holders is reconciled to adjusted earnings per ordinary share on page 256.		Adjusted earnings per ordinary share adjusts the profit available for equity holders used in the calculation of basic earnings per share to remove the System Fund and reimbursable result, interest attributable to the System Fund and foreign exchange gains/losses, change in remeasurement gains/losses on contingent purchase consideration, exceptional items, and the related tax impacts of such adjustments and exceptional tax. Management believes that adjusted earnings per share is a meaningful measure for investors and other stakeholders as it provides a more comparable earnings per share measure aligned with how management monitors the business.

KPI



110	IHG	Annual Report and Form 20-F 2025



	Performance continued
	Key performance measures and non-GAAP measures continued


Measure		Commentary
Net debt Net debt is included in note 22 to the Group Financial Statements.		Net debt is used in the monitoring of the Group’s liquidity and capital structure and is used by management in the calculation of the leverage ratios with the objective of maintaining an investment grade credit rating. Net debt is used by investors and other stakeholders to evaluate the financial strength of the business. Net debt comprises loans and other borrowings, lease liabilities, the principal amounts payable and receivable on maturity of derivatives swapping debt values, less cash and cash equivalents. A summary of the composition of net debt is included in note 22 to the Group Financial Statements.
Adjusted EBITDA Cash from operations as recorded in the Group Financial Statements is reconciled to adjusted EBITDA on page 89.		One of the key measures used by the Group in monitoring its debt and capital structure is the net debt: adjusted EBITDA ratio, which is managed with the objective of maintaining an investment- grade credit rating. The Group has a stated aim of targeting this ratio at 2.5-3.0x. Adjusted EBITDA is defined as cash flow from operations, excluding cash flows relating to exceptional items, cash flows arising from the System Fund and reimbursable result, other non-cash adjustments to operating profit or loss, working capital and other adjustments, and contract acquisition costs. Adjusted EBITDA is useful to investors as an approximation of operational cash flow generation.
Adjusted free cash flow, gross capital expenditure, net capital expenditure The reconciliation of the Group’s statement of cash flows (i.e. net cash from investing activities, net cash from operating activities, accordingly) to the non-IFRS cash flow measures and capital expenditure is included on pages 254 to 255.		These measures have limitations as they omit certain components of the overall cash flow statement. They are not intended to represent IHG’s residual cash flow available for discretionary expenditures, nor do they reflect the Group’s future capital commitments. These measures are used by many companies, but there can be differences in how each company defines the terms, limiting their usefulness as a comparative measure. Therefore, it is important to view these measures only as a complement to the Group statement of cash flows.
Adjusted free cash flow		Adjusted free cash flow is net cash from operating activities adjusted for: (1) the inclusion of the cash outflow arising from the purchase of shares by employee share trusts reflecting the requirement to satisfy incentive schemes which are linked to operating performance; (2) the inclusion of gross maintenance capital expenditure; (3) the exclusion of cash flows relating to exceptional items; and (4) where cash flows are split between categories in the Group statement of cash flows, cash flows from investing or financing activities may be included or excluded in adjusted free cash flow to maintain consistency of the measure. This includes: (a) the inclusion of the principal element of lease payments; (b) the exclusion of payments of deferred or contingent purchase consideration included within net cash from operating activities; (c) the exclusion of interest receipts related to owner loans within net cash from operating activities (d) the exclusion of recyclable investments in contract acquisition costs within net cash from operating activities; (e) the inclusion of payments and repayments related to investments supporting the Group’s insurance activities; (f) the inclusion of finance lease income relating to sub-leases where payments on the headlease are included in (a); (g) the exclusion of any lease incentives recorded within operating activities. Management believes adjusted free cash flow is a useful measure for investors and other stakeholders as it represents the cash available to invest back into the business to drive future growth and pay the ordinary dividend, with any surplus being available for additional returns to shareholders. It is a key component in measuring the ongoing viability of our business and is a key reference point to our investment case.

KPI


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	111


Measure		Commentary
Adjusted free cash flow, gross capital expenditure, net capital expenditure continued Gross capital expenditure		Gross capital expenditure represents the consolidated capital expenditure of IHG inclusive of System Fund capital investments (see page 27 for a description of System Fund capital investments and recent examples). Gross capital expenditure is defined as net cash from investing activities, adjusted to include contract acquisition costs and to exclude payments and repayments related to investments supporting the Group’s insurance activities and changes in bank accounts pledged as security. In order to demonstrate the capital outflow of the Group, cash flow receipts such as those arising from disposals and distributions from associates and joint ventures, and finance lease income, are excluded. Lease incentives and similar contributions received are included in gross capital expenditure as they directly reduce the Group’s outlay. The measure also excludes any material investments made in acquiring businesses (including brands), including any subsequent payments of deferred or contingent purchase consideration included within investing activities, which represent ongoing payments for acquisitions. Gross capital expenditure is reported as key money, maintenance, recyclable or System Fund. Contract acquisition costs are defined as either key money or recyclable, depending on whether they form part of other recyclable investments, such as any difference between the face and market value of an owner loan on inception. This disaggregation provides useful information as it enables users to distinguish between: –Key money, which reflects amounts paid to owners to secure management and franchise agreements; –Maintenance capital expenditure, which reflects investments to maintain our systems, corporate offices and owned & leased hotels; –System Fund capital investments which are strategic investments to drive growth at hotel level; and –Recyclable investments, such as all investments in associates and joint ventures and any loans to facilitate third-party ownership of hotel assets, which are generally intended to be recoverable in the medium term and are to drive growth of the Group’s brands and expansion in primary markets. Management believes gross capital expenditure is a useful measure as it illustrates how the Group continues to invest in the business to drive growth. It also allows for comparison year-on-year.
Net capital expenditure		Net capital expenditure provides an indicator of the capital intensity of IHG’s business model. Net capital expenditure is derived from net cash from investing activities, which includes receipts such as those arising from disposals and distributions from associates and joint ventures, adjusted to include contract acquisition costs (net of repayments) and interest receipts from owner loans, and to exclude payments and repayments related to investments supporting the Group’s insurance activities, changes in bank accounts pledged as security, finance lease income and any material investments made in acquiring businesses (including brands), including any subsequent payments of deferred or contingent purchase consideration included within investing activities which are typically non-recurring in nature. In addition, System Fund depreciation and amortisation relating to property, plant and equipment and intangible assets, respectively, is added back, reducing the overall cash outflow. This reflects the way in which System Funded capital investments are recovered from the System Fund, over the life of the asset (see page 27). Management believes net capital expenditure is a useful measure as it illustrates the net capital investment by IHG, after taking into account capital recycling through asset disposal and the funding of strategic investments by the System Fund. It provides investors and other stakeholders with visibility of the cash flows which are allocated to long-term investments to drive the Group’s strategy.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	113



	Viability statement

The Directors have determined that a

three-year period ending 31 December

2028 is appropriate for the viability

statement. The Group’s annual financial

planning process prepares a three‑year

plan that incorporates principal risks,

strategic priorities, and prevailing market

conditions. This plan is reviewed by the

Directors and provides the overarching

framework for strategic and longer‑term

decision‑making across the business.

Principal risks

The relative strength and resilience

of the IHG business model to

severe shocks has been proven by

performance through the Covid-19

pandemic, with positive cash flows

being generated through one of the

most challenging periods of trading in

the history of the industry. In assessing

the viability of the Group, the Directors

have considered the impact of the

principal risks as outlined on pages

48 to 53. The discussion on those pages

includes a description of why these

risks are important to the achievement

of our objectives and how the Group

manages these risks.

We have considered which principal

risks could have the most significant

and direct impact to the viability of the

Group during the three-year period of

assessment and they are shown below,

alongside the scenario that is used to

model those risks.



	Viability scenarios and assumptions
	Trading and profitability improved in 2025 reflecting the continued growth in travel demand and our increase in net system size. Our efficient operating model resulted in Group adjusted free cash flowa of $893m during 2025 and net debta increased by $551m, after $1,167m of ordinary dividends and the share buyback. The Group’s business model is discussed in more detail on pages 24 to 29. There is a range of possible planning scenarios over the three-year period considered in this review due to macro uncertainties and geopolitical risks affecting markets in each of our regions. In assessing the viability of the Group, the Directors have reviewed a number of scenarios, weighting downside risks that would threaten the business model, future performance, solvency and liquidity of the Group more heavily than opportunities. In performing the viability analysis, the Directors have considered a ‘Base Case’ which assumes that global RevPAR in 2026 to 2028 continues to grow in line with market expectations in each of our regions.		The assumptions applied in the viability assessment are consistent with those used for Group planning purposes, the going concern assessment, for impairment testing and for assessing recoverability of deferred tax assets (see further detail on page 183). The Directors have also reviewed a ‘Severe Downside Case’ reflecting a severe but plausible scenario equivalent to the market conditions experienced through the 2008-09 global financial crisis, in which RevPAR declines by 17% in 2026 before recovering by 5% in both 2027 and 2028. A ‘Combined Scenario’ has also been considered, modelling the Severe Downside Case in conjunction with a significant cash flow impact from a one-off event, such as a cybersecurity incident. The viability assessment has been undertaken by evaluating the Base Case, Severe Downside Case and Combined Scenario with reference to the Group’s available liquidity.


Scenarios modelled		Related to principal risks
Severe Downside Case This models a prolonged decrease in RevPAR, which may be driven by external or internal factors.		–Operational resilience to incidents or disruption or control breakdown (including geopolitical, safety and security, cybersecurity, fraud and health-related). –Guest preferences for, or loyalty to, IHG-branded hotel experiences and channels. –Talent and capability attraction, retention and development. –Our ability to deliver technological or digital performance or innovation (at scale, speed etc). –Owner preferences for or ability to invest in our brands.
Combined Scenario This models the Severe Downside Case and the impact of a specific material incident, which could relate to cybersecurity or an alternative material impact on the cash flow statement.		All of the risks above, and –Data and information usage, storage and transfer. –Legal, regulatory and contractual complexity or litigation exposures.

a.Definitions for Non-GAAP measures can be found on pages 107 to 112. Reconciliations of these measures to the most directly comparable line items

within the Group Financial Statements can be found on pages 250 to 256.



114	IHG	Annual Report and Form 20-F 2025



	Viability statement continued

We have also considered the principal

risks that may impact the viability of the

Group over a longer period; for example,

the impact of climate-related physical

and transition risks. The physical and

transition climate risks to which IHG is

most exposed are discussed in the TCFD

statement on pages 77 to 81. Physical

risks are not considered material to

the long-term viability of the Group,

and transition risks present both

opportunities and risks. While some

transition risks have been assessed as

being potentially material to the Group

over the next one to five years under

a 1.5°C scenario, this scenario is not

considered a likely outcome, leading

to the probability of a material impact

on the Group’s viability assessment

through 31 December 2028 as low.

Funding

The Group’s revolving credit facility

(RCF) was refinanced in December 2025

with a new $1,500m facility. The facility

has an initial five-year term, maturing

in December 2030, with two additional

one-year extension options. There are

no financial covenants in the new facility.

See note 23 to the Group Financial

Statements for further details.

In September 2025, the Group issued

a five-year €850m bond. There are

three bond maturities in the period

under consideration: £350m in August

2026, €500m in May 2027 and £400m

in October 2028. It has been assumed

that there is an annual bond issuance

up to one year in advance of maturities.

We continue to plan to maintain an

investment-grade credit rating, which

provides good access to the debt

capital markets.



	Viability assessment
	The Group enters the assessment period with substantial liquidity at 31 December 2025 of $2,599m, comprising cash and cash equivalents (net of overdrafts and restricted cash) of $1,099m plus an undrawn bank facility of $1,500m. Under the Base Case, Severe Downside Case and Combined Scenario, the Group is forecast to generate positive free cash flow over the 2026–28 period. The principal risks that could be applicable have been considered and are able to be absorbed within the liquidity available. The Directors reviewed a number of actions that could be taken if required to reduce discretionary spend, creating substantial additional liquidity. The Directors reviewed a reverse stress test scenario to determine what would be required to exhaust the liquidity in the Combined Scenario. This included modelling no refinancing available during the period of assessment. The Directors concluded that it was very unlikely that a single risk or combination of the risks considered could create the sustained impact required to threaten the viability of the Group.

Conclusion

The Directors have assessed the

viability of the Group over the three-year

period to 31 December 2028, taking

account of the Group’s current position,

the Group’s strategy and the principal

risks documented in the Strategic

Report. Based on this assessment, the

Directors have a reasonable expectation

that the Group will be able to continue

in operation and meet its liabilities

as they fall due over the period to

31 December 2028.

See also our business model on pages

24 to 29 the going concern assessment

on page 183 and the impact of the

principal risks on pages 48 to 53.

For and on behalf of the Board

Elie Maalouf

Chief Executive Officer

16 February 2026

Michael Glover

Chief Financial Officer

16 February 2026



116	IHG	Annual Report and Form 20-F 2025



	Chair’s overview

“The Board remained focused on

disciplined execution and governance

throughout 2025 as the Group

advanced its strategy and strengthened

culture and resilience.”

Deanna Oppenheimer

Chair of the Board

During 2025, the Board strived to ensure

that the Group maintained a robust and

resilient governance framework as it pursued

its strategic objectives against the backdrop

of a volatile geopolitical environment

and ongoing economic uncertainty.

Recognising the importance of aligning

organisational culture with long‑term

strategy, the Board undertook an in‑depth

review of the Group’s culture, with

particular emphasis on strengthening a

performance culture (further information

on the performance culture is included

on page 62). This work was informed by

insights from organisational assessments

and external research and benchmarking,

alongside consideration of how the Group’s

growth behaviours are embedded across

the business. The Board also reviewed the

Group’s approach to change management

and communication, key people priorities

such as recruitment, talent development,

succession planning and reward, and

evaluated the leadership capabilities

required to sustain and evolve the

performance culture.

The Board also continued its oversight

of cybersecurity, receiving regular updates

on the Group’s cyber-risk profile, key threat

trends and the effectiveness of controls.

It reviewed progress in strengthening

resilience, including enhancements to

detection, response and disaster-recovery

capabilities, and considered assurance

findings to ensure the Group maintains

robust protection against evolving

cyber threats.

Throughout the year, I and other members

of the Board were pleased to further

engage with shareholders, hotel owners

and colleagues.

The Board undertook an extensive shareholder

consultation exercise, particularly in relation

to the Company’s approach to remuneration

and the Directors’ Remuneration Policy

approved during the year. We also enjoyed

engaging with and hearing directly from hotel

owners and a variety of colleagues as part

of market visits to hotels and the Group’s

corporate offices.

During my short‑term medical leave of absence,

Graham Allan, our Senior Independent

Non‑Executive Director, assumed the

responsibilities of Chair of the Board and

Chair of the Nomination Committee on an

interim basis. Graham brought deep board and

leadership experience to the role, ensuring

continuity and demonstrating the Board’s

focus on its strategic and governance

priorities. I would like to thank Graham for

his contribution and keeping the Board

operating seamlessly during this period.

Focus areas and activities

In addition to the areas outlined above,

during 2025 the Board continued to

oversee the Group’s growth ambitions,

supporting and approving the Group’s

acquisition of the Ruby brand and the

launch of a new premium collection brand.

The Board also supported the strengthening

of the Group’s financial resilience and liquidity

profile through approval of an €850 million

bond issuance and the refinancing of the

Group’s $1.5 billion revolving credit facility.

Developments in the technology and

AI spaces also featured prominently on

the Board agenda. The Board considered

the Group’s approach to AI opportunities,

including initiatives deployed as part of

efficiency and effectiveness workstreams,

as well as AI’s impact on customer

acquisition and the broader industry, and

this will continue to be a focus in 2026.

The Board also continued to monitor the

Group’s approach to disaster recovery,

with particular focus on third-party risks

and supply chain dependency.

More information on the Board’s activities

during the year is given on pages 123 to 126.

Board composition

While no new appointments to or

resignations from the Board took effect

during the year, we announced the

appointment of Nicholas Cadbury as a

Non-Executive Director to be effective from

1 March 2026. Nicholas’ global hospitality

and travel sector knowledge, together with

his expertise across finance, technology,

sustainability and commercial property,

will bring significant value to the Board.

Information on Nicholas’ appointment is

included in the Nomination Committee

Report on pages 136 and 137.

In line with UK corporate governance

requirements and recommendations

on Board gender and diversity, our Board

continues to meet the FTSE Women Leaders

Review recommendations for women

on a FTSE 100 Board. With regard to

the Parker Review, which looks at the

ethnic diversity of UK boards and senior

management in FTSE 350 companies,

IHG exceeds the recommendations

set by the review with three ethnically

diverse directors as shown on page 121.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	117

Committee activities

The Board delegates certain responsibilities

to its Committees to assist in ensuring

effective corporate governance across

the business. During 2025:

–the Audit Committee focused on

assessing the Group’s financial and non-

financial governance and monitoring its

risk management and internal control

framework (see its report on pages

128 to 133);

–the Remuneration Committee focused

on executive reward, the Directors’

Remuneration Policy and the approach to

performance management and reward

(see its report on pages 138 to 161);

–the Responsible Business Committee

focused on progress against the

2025 responsible business priorities,

which support the Group’s Journey

to Tomorrow responsible business plan

(see its report on pages 134 and 135); and

–the Nomination Committee focused

on Board composition, the continued

development of Executive Committee

succession plans and the internal

performance review (see its report

on pages 136 and 137).

Further detail on the Group’s governance

structure is given on page 122.

Board performance review

During the year, an internal review

of the performance of the Board and

its Committees was undertaken. I am

pleased to report that, overall, the review

supported the positive conclusions of

the Board and its Committees as to their

performance. Further details of the internal

performance review can be found on

page 127. Individual director feedback

assessments were also conducted,

details of which can be found on page 127.

Compliance and

our dual listing

IHG continues to operate as a dual-listed

company with a premium listing on

the London Stock Exchange (LSE) and

a secondary listing on the New York

Stock Exchange (NYSE). Under the UK

listing rules, we are obliged to make a

statement as to how we have applied

the principles of the UK Corporate

Governance Code (the Code).

Under the NYSE listing rules, as a

foreign private issuer, we are required

to disclose any significant ways in which

our corporate governance practices

differ from those of US companies.

To ensure consistency of information

provided to both UK and US investors,

we produce a combined Annual Report

and Form 20-F.

Our statement of compliance with

the Code is on pages 162 and 163.

A summary outlining the differences

between the Group’s UK corporate

governance practices and those

followed by US companies can be

found on page 284.

Looking forward

In 2026, the Board will focus on

the continued delivery of the Group’s

strategic objectives, while ensuring

that a robust governance framework

is maintained.

Deanna Oppenheimer

Chair of the Board

16 February 2026


Changes to the Board, and its Committees, and Executive Committee
Nicholas Cadbury		Nicholas was appointed to the Board as a Non-Executive Director with effect from 1 March 2026
Wayne Hoare		Wayne retired from his role as Chief Human Resources Officer and the Executive Committee on 31 December 2025
Tejas Katre		Tejas was appointed to the Executive Committee as Chief Human Resources Officer from 1 January 2026

Board and Committee membership

and attendance in 2025

Appointment

date

Additional/

Committee

appointments

Board

Audit

Committeea

Responsible

Business

Committee

Nomination

Committee

Remuneration

Committee

Total meetings held

Chair

Deanna Oppenheimerb

01/06/22

N, R

6/8

–

4/6

3/5

Chief Executive Officer

Elie Maalouf

01/01/18

8/8

–

Executive Director

Michael Glover

20/03/23

8/8

–

Senior Independent Non-Executive

Director

Graham Allan

01/09/20

A, N, RB, SID

8/8

5/5

4/4

6/6

–

Non-Executive Directors

Arthur de Haast

01/01/20

A, RB

8/8

5/5

4/4

–

Duriya Farooquic

07/12/20

VoE, A, RB

7/8

5/5

4/4

–

Byron Grote

01/07/22

A, N, R

8/8

5/5

–

6/6

5/5

Sir Ron Kalifa

01/01/24

A, R

8/8

5/5

–

5/5

Angie Risley

01/09/23

N, R, RB

8/8

–

4/4

6/6

5/5

Sharon Rothstein

01/06/20

A, RB

8/8

5/5

4/4

–

a.In principle, the full Board attends the relevant sections of the Audit Committee meetings when financial results are considered.

b.Deanna Oppenheimer did not attend the Board or Committee meetings during her short-term medical leave of absence.

c.Duriya Farooqui was not able to attend a Board meeting due to a prior commitment.

Board Committee membership and additional appointments key

A Audit Committee memberSID Senior Independent Non-Executive Director

R Remuneration Committee memberVoE Non-Executive Director responsible for workforce engagement – Voice of the Employee

RB Responsible Business Committee member

N Nomination Committee member

(Ch) Chair of a Board Committee



118	IHG	Annual Report and Form 20-F 2025



	Our Board of Directors At 16 February 2026, our Board of Directors comprises:


	Deanna Oppenheimer Non-Executive Chair
	Appointed to the Board: 1 June 2022
	Committee membership:

	N		R

Deanna is the founder of CameoWorks,

LLC, an advisory firm supporting

C-suite leaders, and BoardReady.io,

a non-profit focused on board

effectiveness. She previously held senior

leadership roles at Barclays PLC and

has served on multiple listed company

boards, including Tesco PLC (Senior

Independent Director), Hargreaves

Lansdown (Chair), and Whitbread PLC

(Remuneration Committee Chair).

As Chair, Deanna leads the Board,

ensuring effective governance and

strong engagement with IHG’s

shareholders and wider stakeholders.

She is currently a Non-Executive

Director of Thomson Reuters Corporation

and serves on the private board of

Slalom Corp.


	Elie Maalouf Chief Executive Officer (CEO)
	Appointed to the Board: 1 January 2018

Elie became Chief Executive Officer

of IHG in July 2023, having previously

served as Chief Executive Officer,

Americas since 2015. He joined IHG

following six years as President and

CEO of HMSHost Corporation, where

he was also a board member. Elie

brings extensive global experience

across hotel development, branding,

finance, real estate and operations,

complemented by strong food and

beverage expertise. Before joining

the Group, he was a Senior Adviser

at McKinsey & Company from 2012

to 2014.

As CEO, Elie leads the Group’s executive

management and is responsible for

delivering Board strategy and policy.

He also serves on the Executive

Committee of the World Travel &

Tourism Council and the U.S. Travel

Association CEO Roundtable.


	Michael Glover Chief Financial Officer (CFO)
	Appointed to the Board: 20 March 2023

Since joining IHG in 2004, Michael

has held senior finance roles across

the Group and its regions. He served

as CFO of IHG’s China region before

becoming Group Financial Controller,

overseeing Tax, Treasury and Financial

Reporting and leading a major finance

transformation that delivered greater

simplification, automation and service-

centre integration. He later became

CFO of the Americas and Group

Head of Commercial Finance, with

responsibility for global commercial

finance operations, including

procurement, sales and marketing,

technology finance and the

System Fund.

Michael is an Accounting and Finance

graduate of Baylor University and a

certified public accountant. As CFO,

he works with the Board to oversee

the Group’s financial operations.


Graham Allan Senior Independent Non-Executive Director (SID)
Appointed to the Board: 1 September 2020a
Committee membership:

A	N	RB

Graham brings over 40 years of strategic,

commercial and operational experience

in global consumer-focused businesses.

He was Group Chief Executive of Dairy

Farm International Holdings Ltd from

2012 to 2017 and previously held senior

roles at PepsiCo/Yum! Brands, serving

as President of Yum! Restaurants

International and leading the KFC, Pizza

Hut and Taco Bell brands across 120

markets. Graham began his career as

a consultant at McKinsey & Company.

Appointed Senior Independent Non-

Executive Director in January 2022,

he became Chair of IHG’s Responsible

Business Committee in March 2023. His

other roles include Senior Independent

Director at Intertek Group plc,

Independent Non-Executive Director

at Associated British Foods plc and

Americana Restaurants International PLC,

Chairman of Bata Footwear and Director

at Nando’s Group Holdings Limited.


Byron Grote Independent Non- Executive Director
Appointed to the Board: 1 July 2022
Committee membership:

A	N	R

Byron has more than 30 years’

experience in the international oil

and gas sector, including senior roles

at Standard Oil of Ohio and BP Plc,

where he served as an Executive

Director for 13 years and as Chief

Financial Officer from 2002 to 2011.

He has held board and audit committee

leadership positions at Anglo American

plc, Akzo Nobel N.V., Tesco PLC and

Unilever PLC and also served as a

Non-Executive Director of Standard

Chartered PLC. As Chair of IHG’s Audit

Committee since March 2023, Byron

brings deep financial, governance

and international business expertise.

He is a member of leading audit

committee networks and currently

serves as a Non-Executive Director

of Inchcape plc where he is

Remuneration Committee Chair.


Angie Risley Independent Non- Executive Director
Appointed to the Board: 1 September 2023
Committee membership:

N	R	RB

Angie has extensive human resources

experience across multiple sectors,

including at United Biscuits; Whitbread

PLC, where she was Executive Director

and Group HR Director; Lloyds Banking

Group plc as Group HR Director and

Executive Committee member; and

Sainsbury’s plc, where she served for

10 years as Group HR Director. She has

held non-executive roles at Serco Group

Plc (Remuneration Committee Chair),

Sainsbury’s Bank plc, Arriva PLC, and

Biffa Limited, and was a member of the

UK Low Pay Commission. Angie brings

broad HR and cross-sector expertise

to the IHG Board and became Chair

of the Remuneration Committee in

January 2024. She is currently Senior

Independent Director and member

of the Remuneration Committee and

Nomination & Governance Committee

at Smith & Nephew plc.

a.Graham was a member of the Board from 1 January 2010 to 15 June 2012 prior to being

appointed as Chief Operating Officer of Dairy Farm International Holdings Limited.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	119


	Sir Ron Kalifa Independent Non- Executive Director
	Appointed to the Board: 1 January 2024
	Committee membership:

	A		R

Ron is a recognised leader in financial

services and technology, having served

for over a decade as Chief Executive

Officer of Worldpay, later becoming Vice

Chairman and an Executive Director until

2020. Ron brings substantial expertise in

high-growth sectors of financial markets,

including payments and fintech strategy,

to the IHG Board. He is Chairman of

Visma AG and Vice Chair and Head of

Financial Infrastructure at Brookfield

Asset Management. He is Non-Executive

Director of Network International

Holdings plc and the England & Wales

Cricket Board, a Council member at

Imperial College London, a Trustee of

the Royal Foundation of the Prince and

Princess of Wales, and Chair of the

Sports Honours Committee.


	Arthur de Haast Independent Non- Executive Director
	Appointed to the Board: 1 January 2020
	Committee membership:

	A		RB

Arthur brings over 30 years of

experience in capital markets, hotels,

and hospitality, having held senior

roles at Jones Lang LaSalle (JLL),

including Global CEO of JLL’s Hotels

and Hospitality Group and Chair of

its Capital Markets Advisory Council.

He is a former Chair of the Institute

of Hospitality and offers substantial

board-level expertise in sustainability.

Arthur serves as an Independent

Non-Executive Director and Risk

Management Committee Chair at

Chalet Hotels Limited and is a member

of the Advisory Board of the Scottish

Business School at the University

of Strathclyde, Glasgow.


	Duriya Farooqui Independent Non- Executive Director
	Appointed to the Board: 7 December 2020
	Committee membership:

	A		RB

Duriya brings over two decades of

executive and board experience across

strategy, transformation, and innovation.

She is an Independent Director at

Intercontinental Exchange, Inc. (ICE),

serving on the boards of its subsidiaries,

NYSE and ICE NGX, and co-chairing the

NYSE Board Advisory Council. Duriya is

also an independent director at Barclays

Execution Services Limited, and a

leadership coach with The Exco Group.

Her previous roles include President

of Supply Chain Innovation at Georgia-

Pacific, Executive Director of the Atlanta

Committee for Progress, principal at

Bain & Company, and Chief Operating

Officer of the City of Atlanta. She is a

member of the Piedmont Healthcare

Board of Directors, The Carter Center

Board of Councilors, and the Harvard

Kennedy School Alumni Board.


	Sharon Rothstein Independent Non- Executive Director
	Appointed to the Board: 1 June 2020
	Committee membership:

	A		RB

Sharon brings over 25 years of senior

leadership experience in marketing,

branding and digital strategy. She is

currently an Operating Partner at Stripes

Group, a growth equity firm investing

in high-growth consumer and SaaS

companies. Her previous roles include

Executive Vice President, Global Chief

Marketing Officer, and Executive Vice

President, Global Chief Product Officer

at Starbucks Corporation, as well as senior

positions at Sephora, Godiva, Starwood

Hotels & Resorts, Nabisco and Procter

& Gamble Company. Sharon provides

the IHG Board with deep expertise in

consumer-focused businesses and

hospitality and brings insights into brand

strategy and marketing. She serves

on the boards of Yelp, Inc. and private

companies Califia Farms, Levain Bakery

and Pop Up Bagels.


	Board Committee membership


A	Audit Committee member


RB	Responsible Business Committee member


	Chair of a Board Committee


R	Remuneration Committee member


N	Nomination Committee member

Board skills matrix

Financiala

Strategyb

Risk

Hotels/Hospitality

Brands/Consumerc

Real Estate

Internationald

Tech/Digital

Sustainability

Franchising

US/UK Corporate

Governancee

CEOf

Deanna Oppenheimer

Graham Allan

Arthur de Haast

Duriya Farooqui

Byron Grote

Ron Kalifa

Angie Risley

Sharon Rothstein

Michael Glover

Elie Maalouf

Total

a.Experience in a CFO/senior finance role and/or investment banking sector.

b.Experience in a role leading corporate strategy, a management consulting role and/or

a divisional CEO role.

c.Experience in consumer/brands organisation or a role as marketing executive with

multibrand background.

d.Experience in a multinational organisation holding responsibility globally/across several regions.

e.Experience in a UK and US listed organisation.

f.Experience in a global CEO role.



120	IHG	Annual Report and Form 20-F 2025



	Our Executive Committee In addition to Elie Maalouf and Michael Glover, the Executive Committee comprises:


	Daniel Aylmer Chief Executive Officer, Greater China
	Appointed to the Executive Committee: April 2024 (joined the Group: 2016)

Daniel joined IHG in 2016 and was

appointed to the Executive Committee

in April 2024. With over 20 years of

hospitality experience across Europe,

the US and Asia, including a senior

tenure at Starwood, he brings deep

operational expertise and market insight.

Daniel previously served as Managing

Director and Chief Operating Officer

for Greater China, driving strategic

growth, operational excellence,

and performance across managed

and franchised full-service hotels.

Based in Shanghai, he leads the Greater

China region’s management, expansion,

and profitability. Daniel also contributes

to the broader business community

as a member of numerous business

chambers in Shanghai, promoting

economic and trade relations between

China and the UK.


	Heather Balsley Chief Commercial & Marketing Officer
	Appointed to the Executive Committee: November 2023 (joined the Group: 2007)

Heather joined IHG in 2007 and was

appointed to the Executive Committee

in November 2023. She became Chief

Commercial & Marketing Officer in

April 2024, having previously served as

Global Chief Customer Officer. Heather

has held several senior roles, including

SVP, Global Loyalty & Partnerships; SVP,

Global Marketing, Mainstream Brands;

and SVP, Americas Brands and Marketing.

Before joining IHG, she spent seven years

at Marakon Associates advising Fortune

500 companies on performance

strategies. Heather holds an MBA from

Harvard Business School and a bachelor’s

degree in economics and Sociology

from Duke University. She leads IHG’s

brand strategy, marketing, commercial

platforms, analytics, loyalty programmes,

co-brand credit card business and

the overall guest experience across

the Group’s brands.


	Jolyon Bulley Chief Executive Officer, Americas
	Appointed to the Executive Committee: November 2017 (joined the Group: 2001)

Jolyon joined IHG in 2001 and was

appointed to the Executive Committee

in November 2017. A career hotelier,

he has held senior roles across the

Group, including COO for the Americas

and Greater China, CEO for Greater

China and leader of the Luxury & Lifestyle

Transformation Team. In 2023, he

became CEO, Americas. Jolyon has

extensive experience in hotel operations,

franchisee and owner relations, new hotel

openings and brand performance. He

graduated from William Angliss Institute,

Melbourne, with a focus on Tourism and

Hospitality. Jolyon is responsible for

driving the growth, management and

profitability of the Americas region.


	Yasmin Diamond, CB Executive Vice President, Global Corporate Affairs
	Appointed to the Executive Committee: April 2016 (joined the Group: 2012)

Yasmin joined IHG in 2012 and was

appointed to the Executive Committee

in April 2016. She leads all aspects

of global corporate affairs, including

external, internal, hotel and owner

communications, government affairs

and IHG’s Corporate Responsibility

strategy, supporting the Group’s

strategic priorities. Before joining IHG,

Yasmin held senior communications

roles in the UK Government, including

Director of Communications at the

Home Office and the Department for

Environment, Food and Rural Affairs,

and Head of Marketing at the

Department for Education and Skills.

Awarded a Companion of the Order of

the Bath (CB) in 2011, she also serves as

an Independent Non-Executive Director

of the Rugby Football Union and as

a Board Trustee of the Sustainable

Hospitality Alliance.


	Jolie Fleming Executive Vice President, Chief Product & Technology Officer
	Appointed to the Executive Committee: April 2024 (joined the Group: 2021)

Jolie joined IHG in 2021 and was appointed

to the Executive Committee in April 2024.

She initially served as Senior Vice

President, Guest Products and Platforms,

leading the development and launch

of technology solutions for IHG One

Rewards, mobile apps, new hotel websites

and partner integrations, including

Iberostar. With over 25 years of experience

in technology-driven businesses, Jolie

has worked across corporate and start-up

environments, focusing on transformative

growth, product management, and

high-performance teams. Previously,

she was Managing Director of Digital

and Customer Experience at E*TRADE by

Morgan Stanley, leading its award-winning

digital channels. Jolie is responsible

for driving the development of guest,

enterprise and owner-facing products

and technology.


	Nicolette Henfrey Executive Vice President, General Counsel and Company Secretary
	Appointed to the Executive Committee: February 2019 (joined the Group: 2001)

Nicolette joined IHG in 2001 and was

appointed to the Executive Committee

in February 2019. A solicitor qualified

in England and South Africa, she

began her career at Findlay & Tait

(now Bowmans) in South Africa and

also worked as a corporate lawyer at

Linklaters in London. At IHG, Nicolette

has held senior legal roles, including

Deputy Company Secretary, working

closely with the Board, Executive

Committee and wider organisation

to ensure best-in-class governance,

legal and regulatory compliance. She

has global responsibility for corporate

governance, legal, risk management,

insurance, regulatory compliance,

internal audit and hotel standards.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	121


	Tejas Katre Chief Human Resources Officer
	Appointed to the Executive Committee: January 2026 (joined the Group: 2018)

Tejas became Chief Human

Resources Officer in January 2026

and is responsible for all aspects of

the Group’s people and organisation

strategy, covering talent management,

people development, learning, reward

and employee relations. With over 30

years of experience, Tejas has driven HR

and organisational transformation across

global companies and international

markets. Before joining IHG, Tejas held

senior roles at PepsiCo and Unilever PLC.

Since joining IHG in 2018, Tejas has

served as Senior Vice President, HR

Global Talent, Organisation, Culture and

Reward, and Senior Vice President,

HR for EMEAA.


	Kenneth Macpherson Chief Executive Officer, EMEAA
	Appointed to the Executive Committee: April 2013 (joined the Group: 2013)

Kenneth joined IHG in 2013 and was

appointed to the Executive Committee

in April 2013. He served as CEO

for Greater China from 2013 to 2017

before becoming CEO, EMEAA, in

January 2018. Kenneth has extensive

experience in sales, marketing strategy,

business development and operations,

with over 12 years living and working

in China, and additional experience

across Asia, the UK, France, and

South Africa. Before joining IHG, he

spent 20 years at Diageo plc, including

as Managing Director of Diageo Greater

China, leading the landmark acquisition

of ShuiJingFang. Kenneth is responsible

for managing the growth, profitability

and operations of the EMEAA region

and overseeing a portfolio of hotels

in mature and emerging markets.

Information on Directors and Executive Committee members

As required by UKLR 6.6.6R(9), data on the Board and Executive Committee members is set out in the tables below.


Gender of Board and Executive Committee	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID and Chair)	Number in Executive Committee	Percentage of Executive Committee
Gender of Board and Executive Committee	Number of Board members	Percentage of the Board		Number in Executive Committee	Percentage of Executive Committee
Men	6	60%	3	6	60%
Women	4	40%	1	4	40%
Not specified/prefer not to say	–	–	–	–	–


Ethnic background of Board and Executive Committee	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID and Chair)	Number in Executive Committee	Percentage of Executive Committee
Ethnic background of Board and Executive Committee	Number of Board members	Percentage of the Board		Number in Executive Committee	Percentage of Executive Committee
White British or other White (including minority-white groups)	7	70%	3	8	80%
Mixed/Multiple Ethnic Groups	–	–	–	–	–
Asian/Asian British	2	20%	–	1	10%
Black/African/Caribbean/Black British	–	–	–	–	–
Other ethnic group	1	10%	1	1	10%
Not specified/prefer not to say	–	–	–	–	–

a.Notes:

b.The information in the tables above is compiled from self-reported data from the relevant individuals and is accurate as at 31 December 2025.

c.As at 31 December 2025 and 16 February 2026, the Company complies with the following requirements on board diversity in accordance

with UKLR 6.6.6R(9): (i) at least 40% of the individuals on the Board are women; (ii) at least one senior position, namely the Chair of the Board,

is held by a woman; and (iii) at least one individual on the Board is from a minority ethnic background.



122	IHG	Annual Report and Form 20-F 2025



	Governance structure

Governance framework

Our governance framework is headed by the Board, which delegates certain management

and oversight responsibilities to various Committees to further IHG’s purpose, values and

strategy, while conducting business in a responsible manner. Executive management is

responsible for the implementation of strategy that is delivered by the Group’s workforce.

The Board

The Board is responsible for promoting the long-term sustainable success of the Group

and establishes its purpose, values and strategy.

Operational matters, routine business and information disclosure procedures are delegated by the Board to Management Committees,

with the exception of a number of key decisions and matters that are reserved for the Board. The schedule of matters reserved

for the Board was reviewed and approved at the December 2025 Board meeting and is available on our website.

The Board is supported by its four Principal Committees (Audit, Nomination, Remuneration and Responsible Business),

all of which consist of Non-Executive Directors. These committees assist the Board in carrying out its functions and

in overseeing the delivery of the strategic objectives it sets for management.


+	See pages 123 to 126 for information.


	Board Committees

	Nomination Committee
	Leads on and examines nominations and appointments to the Board and its Committees and makes recommendations to the Board. Responsible for reviewing the Group’s leadership needs.


	Remuneration Committee
	Leads on and reviews all aspects of remuneration of the Executive Directors and Executive Committee members and remuneration policy for senior executives.


	Responsible Business Committee
	Leads on responsible business objectives and strategy, including our approach to social, community and human rights matters. Reviews our impact on the environment and communities. Reviews the Board’s engagement with the workforce and the Group’s culture of inclusivity.


	Audit Committee
	Leads on internal controls and risk management; financial and non-financial reporting; internal audit; fraud and external audit and compliance. Maintains working relationships with management; Global Internal Audit; the Disclosure Committee; and the external Auditor.


	Management Committees

	Operational matters, routine business and information disclosure procedures are delegated by the Board to Management Committees. The Management Committees comprise senior executives, including, where relevant, the Executive Directors.

	Executive Committee
	Chaired by the CEO, it considers and manages the day-to-day strategic and operational issues facing the Group. Its remit includes executing the strategic plan once agreed upon by the Board, monitoring the Group’s performance and providing assurance to the Board in relation to overall performance and risk management.

	General Purposes Committee
	Chaired by an Executive Committee member, it attends to items of a routine nature and to the administration of matters, the principles of which have been agreed previously by the Board or an appropriate Committee.

	Disclosure Committee
	Chaired by the Group’s Financial Controller, it ensures that proper procedures are in place for statutory and listing disclosure requirements. This Committee reports to the Chief Executive Officer, the Chief Financial Officer and the Audit Committee.


+	See pages 136 and 137.


+	See pages 138 to 161.


+	See pages 134 and 135.


+	See pages 128 to 133.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	123



	Board activities
	Key areas of focus during the year

Board meetings

This page gives an overview of some

of the regular and standing items

discussed and decisions made at

Board meetings during the year.

The table on pages 124 and 125

sets out information on the key matters

discussed by the Board in 2025 and

our Section 172 statement, which

includes information about how

stakeholders were considered and

impacted outcomes.

In several areas, much of the substantive

preparation work took place within

the Board’s Committees and was later

confirmed by the Board, or the whole

Board attended certain sections of

Committee meetings. Where this was

the case, the discussions are treated

as having taken place at Board level.


	Performance
	The Board receives regular updates from the CEO and CFO on recent and current trading, including RevPAR, operating profit, net system size growth and cash flow performance. These were also compared to the results of competitors and budget. Internal projections were compared with the consensus of forecasts by analysts to ensure that the Company’s prospects were appropriately reflected in market expectations. The Board also monitors the progress of the share buyback programme.		Throughout the year, the Board also receives regional performance updates from each of the regional Chief Executive Officers, covering regional market and competitive landscapes, financial performance, regional strategy and progress on regional initiatives, and risks and mitigation measures.


	Governance and assurance
	The Board receives regular updates on principal and emerging risks, internal controls, risk management systems, the Group’s risk appetite, litigation, cybersecurity, compliance programmes and the global insurance programme. Committee Chairs also report to the Board on risk topics discussed in their respective Committees.		The Board receives regulatory development updates from the General Counsel and Company Secretary, covering regulatory changes in areas such as corporate reporting and governance, executive remuneration, shareholder body voting guidelines and other social and environmental matters on a quarterly basis. The Board also reviewed and approved the Group’s Code of Conduct.


	Stakeholders
	The Board receives a regular report outlining share register movements, relative share price performance, investor relations activities and engagement with shareholders. The Board also considers views shared from the regular investor and analyst perception studies and feedback surveys, as well as individual meetings with investors.		The Board receives a regular report outlining various geopolitical and social issues pertaining to IHG and its business; corporate affairs activity supporting IHG’s corporate reputation, brands and responsible business agenda; owner and colleague engagement and feedback; government and advocacy programmes; and industry-body engagement.



124	IHG	Annual Report and Form 20-F 2025



	Board activities continued
	Key areas of focus during the year continued

Key matters discussed in 2025 and Section 172 statement

Section 172 of the Companies Act 2006 requires a director of a company to promote the success of that company,

and in doing so, the director must have regard to six factors. These are: the long-term consequences of a decision;

the interests of its employees; business relationships with suppliers, customers and others; its impact on the community

and environment; the desirability of maintaining high standards of business conduct; and the need to act fairly between

members of the company. The table below summarises some of the main matters dealt with by the Board during the

year and how it took the Section 172 factors into account. The relevant Section 172 factors are identified in the table.


Finance and performance
Shareholder returns The Board considered and approved a final dividend for 2024, an interim dividend for 2025 and a $900m share buyback programme.	In considering the dividends paid during the year and the share buyback programme, the Board took into account the creation of value for shareholders, the expectations of analysts in the context of the Company’s trading and viability assessments and capacity to pay, as well as the external environment, including the geopolitical situation and macro-economic developments, while having regard to the Group’s dividend policy.	Considerations –Long term –High standards –Act fairly between members
Group finance The Board approved the update of the Group’s Euro Medium Term Note (EMTN) bond programme and the issuance of an €850m bond.	In approving the EMTN programme update and the €850m bond issuance, the Board considered in particular the Group’s longer-term debt maturity and liquidity profiles as well as the benefits of prudent financial management to the Group’s employees and shareholders.	Considerations –Long term –Employees –High standards –Act fairly between members
Group finance The Board considered and approved the refinancing of the Group’s $1.5bn syndicated revolving credit facility.	When deciding to approve the refinancing of the Group’s $1.5bn revolving credit facility, which included the removal of financial covenants, the Board recognised the value of the new facility to the Group’s short- and medium-term funding and liquidity prospects and noted the positive implications of having the new facility in place for the Group’s stakeholders, including employees, suppliers, owners, guests and shareholders.	Considerations –Employees –Suppliers and customers –High standards
Financial statements The Board considered and approved the full and half-year financial results statements, including the going concern and viability statements, and whether the Annual Report was fair, balanced and understandable.	In reviewing and approving for publication the Group Financial Statements, the Board ensured that the Group had met its regulatory requirements in relation to providing shareholders and other stakeholders with accurate information regarding the Group and further maintained the Group’s reputation for operating with high standards.	Considerations –High standards –Act fairly between members
Strategic and operational matters
Brand portfolio The Board approved the acquisition of the Ruby brand.	In evaluating the acquisition of the Ruby brand, the Board focused in particular on the brand’s appeal to IHG One Rewards members and other guests; the brand’s proposition and the return on investment for hotel owners; and the value the brand can generate for shareholders and investors.	Considerations –Long term –Suppliers and customers
Brand portfolio The Board approved the launch of a new premium collection brand.	In considering the new brand launch, the Board noted the long- term strategic rationale for the new brand as well as the guest proposition and the enhanced opportunity it creates for hotel owners to benefit from the Group’s enterprise platform. The Board also considered the capacity and capabilities of the Group’s employees needed to support the launch.	Considerations –Long term –Employees –Suppliers and customers
Technology The Board approved an agreement for a new cloud-based property management system.	In approving the agreement for a new cloud-based property management system, the Board had regard to the benefits to the Group and hotel owners of a scalable, future-ready technology solution to facilitate operational efficiency and reduce administrative burden.	Considerations –Long term –Suppliers and customers
Growth strategy in regions – Americas, EMEAA and Greater China The Board received in-depth regional updates from the CEOs of each of the Group’s three regions, and provided oversight with regard to the Group’s growth strategy and strategic priorities.	The Board received regular updates from the Group’s operating regions, covering the Group’s relative brand positioning across the brand segments; enterprise capabilities across key markets and the priorities for driving growth in the national markets, and further focused on actions to accelerate the Group’s growth. In its discussions across the year, the Board paid particular attention to critical owner considerations in relation to optimising owner returns as well as initiatives to reduce energy and water consumption and food waste.	Considerations –Long term –Suppliers and customers –Community and environment


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	125


Governance
Board composition The Board approved the appointment of Nicholas Cadbury as Non-Executive Director.	In considering and approving the new Board appointment, the Board had particular regard for ensuring that the Board and the Board Committees have the appropriate mix of talent, expertise, skills and experience to provide effective oversight over the short and long-term strategic objectives of the Group while also maintaining high standards of business conduct and complying with the UK Corporate Governance Code.	Considerations –Long term –High standards
Executive Committee appointment The Board endorsed the appointment of Tejas Katre to the Executive Committee.	In considering the talent and succession planning at the Executive Committee level and the appointment of Tejas Katre as Chief Human Resources Officer, the Board focused on the skills, experience and profile required to optimise the Executive Committee and HR functional leadership to facilitate the delivery of the Group’s strategic objectives.	Considerations –Long term –Employees –High standards
Share price currency change The Board approved the change of the Company’s share price currency from British Pounds to US Dollars.	In approving the change of the Company’s share price currency to US Dollars, the Board considered in particular the implications of the change for the Company’s shareholders and employees and the ability of the Company’s share administrators to accommodate the change.	Considerations –Employees –Suppliers and customers –Act fairly between members
People
Our people and culture The Board participated in and received regular updates from the Voice of the Employee workforce engagement programme.	The Board participated in employee feedback sessions, and received and considered regular updates from the Voice of the Employee workforce engagement programme, noting continued positive feedback from engagement sessions. A summary of the Voice of the Employee engagement programme activities carried out during 2025 is included on page 135.	Considerations –Employees –High standards
Our people and culture The Board received regular updates on and endorsed the Group’s approach to efficiency initiatives.	In considering the Group’s operational efficiency initiatives, the Board carefully assessed the long-term benefits of the initiatives and the impact of the initiatives on the Group’s employees and culture, particularly in the context of the focus on a performance culture.	Considerations –Long term –Employees –High standards


+	See pages 44 and 45 for information about how we have engaged with our stakeholders in 2025. Further details of our regard for our people, communities and the planet are on pages 62 to 76.



126	IHG	Annual Report and Form 20-F 2025



	Board activities continued
	Our shareholders and investors

During 2025, IHG continued its open

dialogue with shareholders and investors

and conducted its annual programme

of investor relations activities with

support from its brokers and advisers.

The Board received regular updates

and considered feedback as outlined

on page 123.

The Chair of the Remuneration Committee,

supported by the Chair of the Board

and other Non-Executive Directors, also

held an extensive series of meetings with

investors and proxy agency bodies to

consult on the Directors’ Remuneration

Policy approved during the year. Further

details are on pages 142 to 144.

In addition, our Registrar and American

Depositary Receipts (ADR) programme

custodians have supported shareholders

and ADR holders with their queries.

Committee Chairs and the Senior

Independent Director are available for

shareholders if they have concerns

they wish to discuss.


+	Further information on the Board’s engagement with shareholders and investors is included on page 44.

Annual General Meeting (AGM)

The Board was pleased to meet

shareholders in person at the 2025 AGM.

Our 2026 AGM will be held on Thursday

7 May 2026. The notice of meeting

will be sent to shareholders and made

available on our website in due course.


+	Visit ihgplc.com/investors under Shareholder centre
	Visit ihgplc.com/investors under Shareholder centre

Case study

Board and executive team

visit Dubai to experience

opportunities first hand

In September 2025, the Board

travelled to Dubai for a three-day

market visit combining scheduled

Board meetings with deeper

operational insight into a strategically

important growth region. Based

at the InterContinental Dubai

Festival City, the visit included tours

of several regional hotels, including

the Ciel Dubai Marina Vignette

Collection, the world’s tallest hotel.

The Board enjoyed meeting with

various hotel owners as well as

General Managers and hotel

teams as part of the tours.

Members of the Board also visited

the Group’s corporate office in

Dubai, met with members of the

regional leadership team and took

part in a town hall discussion with

colleagues as well as a ‘Voice of

the Employee’ engagement session.

The Board received detailed

presentations on the EMEAA

market, including an overview

of key performance metrics;

how these business units operate;

the approach to building talent

and capability; and opportunities

for growth across the region.

The Board also benefitted

from external presentations and

perspectives on the Middle

East market.

The market visit supported

effective oversight of the EMEAA

region while strengthening

engagement with hotel owners

as well as regional leadership

and teams.

With a growing presence of 30 hotels

in Dubai, the Board immersed itself in

the opportunity, energy and momentum

of the region, reflecting IHG’s compelling

growth prospects across EMEAA.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	127




	Board performance review

Each year, the performance of the Board and its Committees is carefully reviewed through

a formal evaluation process. In 2025, an internal performance review was conducted with

the last external performance review being completed in 2023.

Externally led evaluation by

Independent Audit Limited

FY23

FY24

Internally led evaluation

FY25

Internally led

performance review

Performance review process

During the year, the Board conducted its annual performance review process internally by questionnaire. The assessment

spanned progress against 2024’s actions, the Board’s strategic oversight and challenge to management, risk governance,

stakeholder and employee engagement and Board cohesion, composition and succession planning, with a view to supporting

continuous improvement.


	Strengths from 2025:			Areas of focus for 2026:

	Effective strategic oversight and engagement The Board demonstrates strong capability in guiding strategy, balancing challenge with support and engaging deeply in key decisions. Directors consistently highlight the transparency and openness of discussions, ensuring alignment while constructively testing management proposals. Robust risk and governance frameworks The Board, together with its Audit Committee, shows high engagement in risk oversight, covering financial, non-financial and emerging risks. Processes are well embedded, comprehensive and regularly reviewed, giving confidence in the organisation’s resilience and governance. Cohesive dynamics and high-quality information Board meetings are well-structured and discussion-led, with materials that are timely, clear and comprehensive. There is strong collaboration among members, supported by opportunities for informal engagement, site visits and stakeholder feedback, which enhances understanding and decision-making.			Board dynamics and strategic engagement Continuing to strengthen board dynamics and engagement, to ensure robust, constructive debate and alignment of strategic priorities in the context of increasing competitiveness and complex geopolitical and economic factors. Leadership development and succession planning Continuing to balance the Board’s skills and expertise against evolving market demands and continued visibility and engagement with the executive leadership pipeline will support robust succession plans, future capability needs and long-term strategic objectives. Technology and organisational resilience Continuing to focus on strengthening technology innovation and enablement to support both strategic objectives and organisational resilience.

Board Committees

As part of the broader review process,

the performance of each of the Board’s

Committees and the support it provides

to the Board was reviewed and assessed.

The review process confirmed that

the Committees have the necessary

attributes to support their effective

operation and that they are well

integrated into the Board decision-

making processes.

Each of the Committees reviewed

the findings and agreed the respective

actions with consideration of the overall

Board finding where they were deemed

relevant to that Committee’s work.


+	Further details are set out in each Committee Report on pages 128, 134, 136 and 158.

Performance review

of Directors

In addition to the internal Board

Performance Review, the Chair led the

individual performance reviews of the

Non-Executive Directors and carried out

one-to-one meetings with each of them,

focusing on their contribution to the

Board and Principal Committees, including

the time they dedicate to their roles,

and engagement with fellow Directors,

taking into account their relevant skills,

knowledge and experience. Particular

points of note were shared with the

individual Directors, and following a

final discussion and feedback session

between the Chair and the SID, it was

concluded that the Directors perform

their duties independently and effectively

and that they dedicate sufficient time

to discharge their Board responsibilities.

The performance assessment of the

Chair was also led by the SID.

The Performance Review focused on:

–Overall leadership of the Board;

–The Board’s culture and the Chair’s

ability to facilitate constructive Board

relations; and

–Managing the Board in accordance

with high standards of corporate

governance.

The CEO performance review was led

by the Chair, who collected feedback

to a series of questions from the

Non-Executive Directors.

Key areas of focus included:

–the Group’s performance and impact

of the CEO;

–the relationship and ability to work

collaboratively and transparently

with the Board;

–delivery of the Group’s growth agenda;

–regard for community and the

environment;

–building talent and organisational

capabilities; and

–progress in relation to IHG’s 2025

plan and future strategic priorities.



128	IHG	Annual Report and Form 20-F 2025



	Audit Committee Report

“A robust risk

management

and internal

control

framework is

fundamental

to sustaining

organisational

resilience

and supporting

informed decision

making.”

Byron Grote

Chair of the Audit Committee



	Highlights –Detailed oversight of the global financial governance plan, including initiatives to drive compliance improvements, an enhanced testing cycle, progression of the automation of controls and development of the non-financial reporting metric governance framework. –Focused review of the governance and controls relating to the System Fund, including internal and external governance. –Assessment of the Group’s fraud risk management programme, including measures to manage the Group’s fraud risk and endorsement of the Group’s new Global Fraud Prevention Policy.

Key duties and role

of the Committee

Key objectives and summary

of responsibilities

The Audit Committee is responsible

for ensuring that IHG maintains a

strong control environment. It monitors

the integrity of IHG’s financial reporting,

including significant financial reporting

judgements; maintains oversight of

and reviews our risk management and

internal control framework; monitors

and reviews the effectiveness and

performance of internal and external

audit functions; and reviews the

behaviours expected of IHG’s

employees through the Code of

Conduct and related policies.

The Committee’s role, responsibilities

and authority delegated to it by

the Board are set out in its Terms of

Reference (ToR), which are reviewed

annually and approved by the Board.


+	The ToR are available at ihgplc.com/ investors under Corporate governance.

As noted, the Committee focused its

attention on reviewing and obtaining

assurance in relation to emerging

and evolving risks as well as the Group

Financial Statements and controls.

Other areas of focus over the year

have been:

–the Group’s global financial

governance compliance plans,

with particular focus on system

and process transitions;

–the internal control arrangements

relating to metrics included in

the LTIP;

–the Group’s business continuity

and crisis management framework,

including the approach to testing

the framework by regional and

functional leadership teams;

–the evolution of the Group’s finance

function’s operating model, with

particular emphasis on technology

and the development of automation

and AI capabilities; and

–the Group’s approach to managing

hotel operational safety and security

risks, focusing in particular on the

evolution of the Group’s brand safety

standards framework to address

existing and emerging safety and

security risks.

Membership and

attendance at meetings

Details of the Committee’s membership

and attendance at meetings are set

out on page 117. The Chair of the Board,

CEO, CFO, Group Financial Controller,

Head of Risk and Assurance, General

Counsel and Company Secretary, Deputy

Company Secretary and our external

Auditor attended the Committee’s

meetings in 2025. Other attendees are

invited to meetings as appropriate, and

the CEO and all other Directors were

invited to Committee meetings where the

review of the risk management framework

and the approval of financial reporting

was considered and discussed. The

Committee continues to hold private

sessions with the internal and external

Auditors without the presence of

management to ensure that a culture

of transparency is maintained.

The Committee Chair continues to have

recent and relevant financial experience,

and all members of the Committee are

Independent Non-Executive Directors.

In accordance with the Code, the Board

also considers that the Committee as a

whole possesses competence relevant

to the Company’s sector, having a range

of financial and commercial experience

in the hospitality industry and the broader

commercial environment in which the

Group operates. Further details of the

skills and experience of the Committee

members can be found on pages 118

and 119.

Reporting to the Board

Following each Committee meeting,

the Committee Chair updates the

Board on key issues discussed. The

papers and minutes for each meeting

are circulated to all Board members,

who are invited to request further

information if required and to provide

any challenge where necessary.

Effectiveness of the Committee

During the year, the Committee’s

effectiveness was reviewed as part of

the internal Board performance review

process. The review responses positively

highlighted the quality of leadership and

external reporting, and the Committee

concluded that it remains effective.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	129

Focus areas and activities

Financial and narrative reporting

During the year, the Committee

reviewed and recommended approval

of the interim and annual Financial

Statements (considering the relevant

accounting and reporting matters such

as key judgement areas, going concern

and viability statements, the financial

reporting impacts of commercial

litigation and disputes, exceptional

items and impairment reviews) and

the Group’s quarterly trading updates.

All members of the Board are asked

to attend these meetings.

As well as receiving input and guidance

from the external Auditor on the

areas outlined above, the Committee

also received regular reports from the

Chair of the Disclosure Committee,

which liaised closely with other external

advisers of the Group to ensure that

disclosure and regulatory requirements

were being appropriately considered

and met. Copies of the Disclosure

Committee’s minutes were also

provided to the Committee.

The Committee received early drafts of

the Annual Report and Form 20-F 2025

(Annual Report), and when providing

comments considered: (i) the process

for preparing and verifying the Annual

Report, which included review by the

Executive Committee and input from

senior employees in the Company

Secretariat, Legal, Operations, Strategy,

Human Resources, Finance, Risk and

Assurance teams; (ii) a report from

the Chair of the Disclosure Committee;

and (iii) a checklist prepared by

the Annual Report team confirming

compliance with the relevant

regulatory requirements.

The Committee also considered

management’s analysis of how the

content, taken as a whole, was ‘fair,

balanced and understandable’, and

whether it contained the necessary

information for shareholders to assess

the Group’s position, performance,

business model and strategy.

In order to reach this conclusion, a

dedicated project team worked on the

contents of the Annual Report, and a

detailed verification process to confirm

the accuracy of the information contained

within the Annual Report was undertaken

by the Financial Planning and Analysis

department. The Committee then

considered both the structure and content

of the Annual Report to ensure that

the key messages were effectively and

consistently communicated and that

meaningful links between the business

model, strategy, KPIs, principal

risks and remuneration were clearly

identified throughout the Annual Report.

The Committee also reviewed the

proportionate and consistent

consideration of climate matters

across the Annual Report, including

the Task Force on Climate-Related

Financial Disclosures (TCFD) statement

and an asset-by-asset review for

impairment purposes, and considered

that the disclosures were appropriate.

Alongside this review, the Committee

considered guidance provided by

the Financial Reporting Council (FRC)

throughout the year and took into

account the updated Corporate

Governance Code 2024.

Following a review of the contents

of the Annual Report alongside the

aforementioned criteria, the Committee

reported its recommendation to approve

the Annual Report to the Board.

Significant matters in the

2025 Financial Statements

Throughout 2025, the Committee

provided ongoing challenge to

management’s accounting, reporting

and internal controls. The Committee

discussed with management and the

external Auditor the significant areas of

complexity, management judgement

and estimation in relation to the Financial

Statements, and the impact of any

accounting developments or legislative

changes. The Committee has satisfied

itself that management had adequately

identified and considered all potentially

significant accounting and disclosure

matters. The key items discussed

are outlined on pages 132 and 133.

Internal control and

risk management

The Board is responsible for establishing

procedures to manage risk, overseeing

the internal control framework and

determining the nature and extent

of the principal risks the Company is

willing to take to achieve its long-term

objectives. The Committee supports

the Board by reviewing the effectiveness

of the Group’s risk management

and internal control framework and

assessing emerging and principal risks,

and undertook such a review in respect

of 2025.

In order to effectively review the risk

management and internal control

framework, the Committee:

–receives regular reports from

management and the Risk and

Assurance team on the effectiveness

of the risk management and internal

control framework, including key

financial, operational, reporting and

compliance controls; and reports

from the external Auditor on financial

reporting controls;

–reviews the process by which risks

are identified (including procedures

in place to identify emerging risks

and linkage to wider consideration of

strategy and resilience) and assesses

the timeliness and effectiveness

of action taken by management,

including regular reports on the

Company’s overall risk management

and internal control framework and

principal risks; and

–receives regular reports relevant to

risk management and internal controls,

both financial and non-financial, to

ensure that current and emerging risks

are identified and assessed and that

there is an appropriate management

response (see pages 46 to 53

for further detail on our risks and

initiatives to manage them).



130	IHG	Annual Report and Form 20-F 2025



	Audit Committee Report continued

The Committee also considered insights

from Executive Committee sponsors

on areas where evolving risk dynamics

may require enhanced management

focus in 2026, including AI and data

governance; operational resilience and

supply chain assurance; legal and

regulatory complexity; ethical and

societal expectations; and future

leadership and technology capabilities.

These themes inform management’s

ongoing work on the design and

oversight of material controls.

As part of the Committee’s review of

the risk management and internal control

framework, key financial, operational,

reporting and compliance controls

across the business continue to be

monitored and tested throughout

the year. The Committee assesses the

approach to Sarbanes-Oxley Act 2002

(SOX) compliance in accordance with

our US obligations and reviews reports

on the progress of the SOX programme

at each meeting. During the year, the

Committee received updates on the

automation of SOX controls and the

ongoing programme to streamline

the overall control count in line with

continued best practice and advances

in automation.

During 2025, the Committee considered

the activity undertaken by the Risk and

Assurance team to enhance the Board’s

oversight of risk management and internal

controls, including preparatory work

to support a future Board declaration

on the effectiveness of material controls

under Provision 29 of the UK Corporate

Governance Code. This preparatory work

has focused on confirming the scope

of material controls across financial,

operational, compliance and reporting

processes; aligning those controls with the

Group’s principal risks; and strengthening

associated documents and evidence.

The Committee also considered the

output of an external assessment of

the Group’s cybersecurity control

environment.

Having reviewed the risk management

and internal control framework

throughout the year, the Committee

concluded that the Group continues

to have an effective framework of risk

management and internal controls,

and that there are no material

weaknesses in the control environment.

Tax risks, policies and governance

The Group’s CFO has responsibility

for tax and tax policies at Board level.

These policies and procedures are

subject to regular review and update

and are approved by the Audit

Committee. Procedures to minimise

risk include the preparation of thorough

tax risk assessments for all transactions

carrying material tax risk and, where

appropriate, material tax uncertainties

are discussed and resolved with tax

authorities in advance.


+	Our Approach to Tax document is available at ihgplc.com/en/responsible-business/ policies-and-position-statements

Principal risk areas

During the year, the Committee discussed

and assessed the range and aggregate

impact of dynamic risks that the Group

faced in the context of the ongoing

volatility in the geopolitical and macro-

economic environment. Factors noted

in the Committee’s discussions included:

–ongoing dynamic challenges arising

from geopolitical tensions, changes

in legislative proposals and cyber

threats; and

–emerging issues including data usage,

the adoption of AI and third-party

supplier dependencies which manifest

across multiple principal risks.

Further details of our principal risks,

uncertainties and review process can

be found on pages 46 to 53.

Non-audit services

IHG’s Audit and Non-Audit Services

Pre-Approval Policy helps to ensure that

the external Auditor’s independence

and objectivity are not impacted by

non-audit services provided by the

external Auditor. The policy is reviewed

by the Audit Committee annually,

and minor amendments were made

during the year to align with the FRC’s

Revised Ethical Standards 2024.

The policy requires that pre-approval

is obtained from the Audit Committee

for all services provided by the

external Auditor before any work can

commence, without any de minimis

threshold in line with US Securities

and Exchange (SEC) requirements

and UK ethical standards.

The Committee reviewed the audit and

non-audit fees incurred with the external

Auditor and noted that there had been

no prohibited services (under SEC

requirements or UK ethical standards)

provided to the Group during the year.

The Committee is prohibited from

delegating non-audit services approval

to management, and compliance

with the policy is actively managed.

IHG is committed to maintaining

non-audit fees at a low level, and the

Committee remains cognisant of the

guidelines of investor advisory bodies

on non-audit fees. During 2025, 16%

of services provided to the Group were

non-audit services (2024: 12%), primarily

related to System and Organisation

Controls Reports. These services are

typically performed by external Auditors,

as knowledge of the Company or

Group is necessary for the provision

of the non-audit services.

Details of the fees paid to PwC for non-

audit and statutory audit work during

2025 can be found on page 200.

The Committee is satisfied that the

Company was compliant during the

year with the FRC’s latest Ethical and

Auditing Standards in respect of the

scope and maximum permitted level

of fees incurred for non-audit services

provided by PwC. Where non-audit

work is performed by PwC, both the

Company and PwC ensure adherence

to robust processes to prevent the

objectivity and independence of the

external Auditor being compromised.

Risk and assurance – Internal Audit

The Committee discusses and approves

the Internal Audit annual plan, which

aims to provide objective and insightful

assurance that appropriate controls

are in place to support our strategy

and growth ambitions. Progress against

the Internal Audit plan is reported

at each meeting, and, during 2025,

the Committee reviewed several areas

set out in the plan relating to non-

financial reporting and metrics included

in the LTIP. The plan also adapted

during the year to respond to regulatory

developments and legislation in relation

to sustainability reporting.

The Committee also received updates

on the arrangements for confidential

reporting and on certain investigations

supported by Internal Audit during

the year.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	131

The 2026 plan presented to the

Committee in December 2025

maintains focus on the integrity of

the risk management and internal

control framework in the context of the

key risks of the business. Areas of focus

in 2026 include data, technology

and the acceleration of AI adoption,

operational resilience and the control

framework for non-financial reporting.

Following consideration, the Committee

confirmed its agreement to the

2026 Internal Audit plan, including

the assurance objectives identified.

The Committee reviews the results

of completed audits and observations

from other ongoing assurance and

control improvement support, as well

as actions taken by management in

response to Internal Audit’s work.

The functional effectiveness of Internal

Audit is assessed on an ongoing basis

and reported to the Committee

throughout the year. During 2025, the

Committee reviewed the Internal Audit

Charter, approved the Internal Audit plan

and received regular reports on Internal

Audit’s work, findings and follow-up of

management actions. The Committee

was satisfied that the function remains

appropriately resourced, operates

in line with its Charter and continues

to provide independent assurance

over key risks and internal controls.

In 2026, the Committee will receive

a further overview of Internal Audit’s

conformance with the updated

Institute of Internal Auditors’ Standards,

alongside stakeholder feedback

gathered following the 2025 year-end,

to inform its assessment of Internal

Audit’s effectiveness.

An independent quality evaluation of

the function was last conducted in 2023.

Governance and compliance

The Committee is also responsible

for reviewing the Group’s Code of

Conduct and related policies.

Looking forward

During 2026, the Committee will remain

focused on the Group’s internal control

and risk management environment

and approach to financial and non-

financial reporting. In doing so, the

Committee will continue to oversee

the development and operation of

arrangements for monitoring and

reviewing the effectiveness of material

controls, ahead of the Board’s declaration

required under Provision 29 of the UK

Corporate Governance Code.

External Auditor –

reappointment of PwC

The Committee reviewed and assessed

PwC’s performance during the year

and considered its reappointment

as the Group’s external Auditor. PwC

has been the Group’s Auditor since its

appointment in 2021, following a tender

process in 2019. During 2025, Andrew

Hammond continued as PwC’s lead

audit partner.

The Committee regularly reviewed

and assessed the progress of the audit

throughout the year and also undertook

a detailed effectiveness assessment

through two surveys: one for

Committee members and the other

for senior management.

The surveys focused on the following

areas:

–the quality and service of the

audit team;

–audit planning and execution;

–communication with the Committee

and senior management;

–the Auditors’ assessment of process

controls and financial reporting; and

–the independence and objectivity

of the Auditors.

The responses to the surveys were

positive and noted in particular that

the PwC audit team demonstrated

strong technical expertise and had

developed effective and collaborative

ways of working with the Company’s

management.

Accordingly, the Committee concluded

that the PwC audit team was providing

the required quality in its provision

of audit services and maintained

appropriate levels of independence

and objectivity. The Committee

therefore recommended to the Board

the continued appointment of PwC

as external Auditor.

The Audit Quality Review team (AQR)

from the FRC undertook an inspection

of PwC’s audit of the 2024 Annual

Report and Accounts. The AQR team

completed its formal governance

processes and wrote to the Chair of

the Audit Committee with its conclusion

on the results of its review. No key or

other findings were identified.

The Committee considered the AQR

report and results of the surveys.

The Group has complied with the

requirements of the Statutory Audit

Services for Large Companies Market

Investigation (Mandatory Use of

Competitive Tender Processes and

Audit Committee Responsibilities)

Order 2014, which relates to the

frequency and governance of tenders

for the appointment of the external

Auditor and the setting of a policy on

the provision of non-audit services.

The Committee has also followed

the FRC’s Audit Committee Minimum

Standard (Minimum Standard) through

undertaking its role and discharging

its responsibilities as illustrated in

this Audit Committee Report. The

Committee also notes the requirement

to put the external audit to tender

every 10 years and the requirements

around the tender and selection

process, including the participation

of ‘challenger’ firms, as set out in

the Minimum Standard.



132	IHG	Annual Report and Form 20-F 2025



	Audit Committee Report continued


Significant matters in the 2025 Financial Statements
Area for focus	Issue/role of the Committee	Conclusions/actions taken
Accounting for IHG One Rewards	Accounting for IHG One Rewards requires significant use of estimation techniques and represents a material deferred revenue balance. The Committee reviews the controls, judgements and estimates related to accounting for IHG One Rewards.	The Committee reviewed the deferred revenue balance, the valuation approach, the results of the external actuarial review and procedures completed to determine the breakage assumption for outstanding IHG One Rewards points. The Committee concluded that the deferred revenue balance is appropriately stated.
Accounting for the System Fund	Given the unique nature of the System Fund, the Committee reviews the controls and processes related to System Fund accounting.	The Committee met with senior finance management to review and evaluate the risk areas associated with the System Fund. The Committee reviewed a paper from management summarising the principles determining the allocation of revenues and expenses to the System Fund and the related governance and internal control environment. The Committee concluded that the accounting treatment of the System Fund and related disclosures are appropriate.
Exceptional items	The Group exercises judgement in presenting exceptional items. The Committee reviews and challenges the classification of items as exceptional based on their size, nature or incidence, with consideration given to consistency of treatment with prior years and between gains and losses.	The Committee discussed with management and reviewed reports outlining the significance, timing and nature of items classified as exceptional. The Committee considered the sufficiency of disclosure and whether such disclosure explained the rationale for why each item is considered to be exceptional. The Committee concluded that the disclosures and the treatment of the items shown as exceptional are appropriate.
Litigation and contingencies	From time to time, the Group is subject to legal proceedings, the ultimate outcome of each being subject to many uncertainties. The Committee reviews and evaluates the need for provisioning and considers the adequacy of the disclosure.	At each meeting during the year, the Committee discussed reports detailing all material litigation matters including commercial disputes with the Group’s General Counsel and senior finance management. The Committee discussed and agreed any provisioning requirements based on underlying factors. Disclosures were assessed, with particular emphasis on the completeness of uncertainties disclosed, and were concluded to be appropriate.
Acquisition of the Ruby brand	In February 2025, the Group completed the acquisition of the Ruby brand. Judgement was applied in determining the cost of the brand as the purchase consideration included an upfront payment as well as future contingent payments.	The Committee discussed with management and reviewed reports detailing the accounting treatment for the acquisition of the Ruby brand. The Committee concluded that the amounts recognised in respect of the indefinite life intangible asset (brand) and contingent purchase consideration liability were appropriate.
Impairment testing	Judgement is applied in assessing whether triggering events for impairment testing of assets or cash- generating units have occurred. The Committee scrutinises the methodologies applied and the potential for asset impairment or impairment reversal.	The Committee discussed with management and reviewed reports outlining the approach taken and conclusions reached on impairment testing, including examining whether triggering events for impairment, or reversal, had occurred. The Committee agreed with the determinations reached on impairment.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	133


Significant matters in the 2025 Financial Statements
Area for focus	Issue/role of the Committee	Conclusions/actions taken
Going concern and viability	The Committee reviews management’s financial modelling to conclude on the appropriateness of the going concern and viability statement.	The Committee reviewed and challenged the scenarios considered by management, including how they incorporated the impact of the new syndicated revolving credit facility, which no longer contains financial covenants. The Committee reviewed the detailed cash flow forecasts and the mitigating actions available to management considered in its going concern assessment, to June 2027 and the three-year viability assessment and concluded that these were appropriate. The Committee also reviewed and challenged the reverse stress test assumptions to confirm the viability of the Group. The Committee reviewed going concern disclosures (page 183) and the viability statement (pages 113 and 114) and is satisfied that these are appropriate.
Climate risk	In preparing the Group Financial Statements, the potential impacts of climate change have been considered.	The Committee reviewed an analysis from management summarising the approach taken to consider climate risk in the Group Financial Statements and concluded that the disclosures were appropriate. The Committee agreed that the disclosures made in respect of the TCFD were appropriate. The Committee satisfied itself that the approach across the Annual Report has been proportionate and consistent.
Disclosures and accounting policies	The Committee considers the appropriateness of the accounting policies applied and the disclosures in the Group Financial Statements.	The Committee reviewed reports detailing the policies applied to significant transactions and changes in policies and disclosures compared to previous years. The Committee concluded that the accounting policies applied and disclosures to the Group Financial Statements are appropriate and proportional.
Impact of IFRS 18	IFRS 18 ‘Presentation and Disclosure in Financial Statements’ will be adopted from 1 January 2027. In advance of major new accounting standards, the Committee assesses management’s plan for adoption.	The Committee reviewed reports outlining management’s initial impact assessment and discussed the key impacts and wider plan for adoption of the new standard in 2027. The Committee reviewed the disclosure under ‘new standards issued but not yet effective’ and was satisfied that it was appropriate.



134	IHG	Annual Report and Form 20-F 2025



	Responsible Business Committee Report

“The Committee

remains focused

on ensuring that

IHG’s responsible

business priorities

are clearly defined

and articulated

to stakeholders.”

Graham Allan

Chair of the Responsible

Business Committee



	Highlights –Continued oversight of the Group’s strategy, workstreams and progress in respect of its Journey to Tomorrow pillars. –Coordinating with the Remuneration Committee in connection with the assessment of responsible business-related elements of the LTIP. –Consideration of key themes of feedback received from the Group’s workforce through the Voice of the Employee engagement programme.

Key duties and role

of the Committee

Key objectives and summary

of responsibilities

The Committee reviews and advises

the Board on the Group’s responsible

business objectives and strategy,

including its impact on the environment

and climate change; social, community

and human rights issues; its approach

to sustainable development and

responsible procurement; and

stakeholder engagement in relation

to the Group’s approach to responsible

business. The Committee is also

responsible for assessing the Board’s

engagement with the workforce

and reviewing the Group’s culture

and inclusivity.

The Committee’s role, responsibilities

and authority delegated to it by

the Board are set out in its Terms of

Reference (ToR), which are reviewed

annually and approved by the Board.


+	The ToR are available at ihgplc.com/ investors under Corporate governance.

Membership and attendance

at meetings

The Committee’s membership and

attendance at meetings are set out

on page 117. The Chair of the Board,

CEO, General Counsel and Company

Secretary, Executive Vice President,

Global Corporate Affairs, Chief

Sustainability Officer and Deputy

Company Secretary also attended

meetings held during the year.

Reporting to the Board

The Committee Chair updates the Board

on all key issues raised at Committee

meetings. Papers and minutes for each

meeting are also circulated to all Board

members, who are invited to request

further information where necessary.

Effectiveness of the Committee

In 2025, the Committee’s effectiveness

was reviewed as part of the internal

Board performance review process. The

Committee concluded that it remains

effective and meets its responsibilities

well. Focus areas identified included

continued scrutiny of the development

of the Group’s overall responsible

business strategy.

Focus areas and activities

Responsible business commitments

The Committee’s key responsibilities

and focus areas over the year have been:

–assessing the 2025 strategic priorities

that support the Group’s 2030

responsible business commitments

and monitoring the progress

against them;

–reviewing the status of the Group’s

initiatives to reduce carbon emissions,

for example through the progress

of the Low Carbon Pioneers hotel

programme, and consideration

of the broader approach to energy

and carbon reporting;

–overseeing the Group’s responsible

procurement strategy, with a

particular focus on the evolution of

the supplier due diligence programme

to incorporate third-party verified

due diligence for high-risk suppliers

and approval of a refreshed Supplier

Code of Conduct;

–assessing the Group’s IHG Academy

programme to provide people with

access to, and training for, careers in

hospitality, including consideration

of participation rates, growth

aspirations and the impact of

technology on the offering;


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	135

–reviewing the Group’s human

rights programme, including the

launch of self-assessment tools

to aid responsible labour practices

and mandatory global training to

support the prevention of human

trafficking; and

–monitoring the progress of the

Group’s initiatives to improve the lives

of people in its communities around

the world, in particular through the

progress of its strategic collaboration

with Action Against Hunger.


+	Further information on our 10-year responsible business plan can be found on pages 54 to 84.

Looking forward

During 2026, the Committee will

focus on the evolution of the Group’s

responsible business commitments.



	Voice of the Employee
	As IHG’s designated Non-Executive Director (NED) with responsibility for workforce engagement (Voice of the Employee), Duriya Farooqui, supported by the Board and the Group’s Global HR team, held a series of employee interface sessions throughout the year to engage directly with members of IHG’s corporate and hotel workforces, with the aim of sharing feedback with the Board for consideration in its decision-making. Role and responsibilities The role and responsibilities of the designated Voice of the Employee NED are to: –support the design of the structure and content of Board discussions on employee engagement and culture; –evaluate employee engagement approaches and their effectiveness; –ensure that employee feedback and interests are factored into the Board’s decisions and KPI setting; –ensure that the Board, through the Executive Committee, has effective methods of receiving feedback from employees and communicating Board and executive decisions and priorities throughout the organisation; –ensure that all significant business and budget proposals include a management assessment of the impact on employees; and –ensure that executives share employee feedback openly, transparently and in a balanced way, including reviewing employee engagement surveys and other employee reports, including whistleblowing. 2025 engagement Throughout 2025, Duriya, with the participation of several other NEDs, hosted eight employee interface meetings to engage with a cross- section of employees, and received detailed feedback. These feedback sessions, which were a mix of in- person and virtual meetings/forums, included leader groups within the hotel, reservations and corporate populations as well as employee resource groups (ERG) representatives, and took place across the UK, US, India, China and various EMEAA countries.		Discussion topics and themes in relation to the feedback received from employees included: workplace culture and the embedding of a high- performance culture; leader communications; strategy, prioritisation and collaboration; talent attraction; onboarding and retention; technology and career development. Additional engagement and activities undertaken by Duriya, the Chair of the Board, and other NEDs during the year included: –monitoring and reviewing the content and feedback from global ‘all employee’ CEO calls; –reviewing employee engagement survey results; –engaging with the Global HR Leadership team to receive broader cultural insights; and –engaging directly with senior leaders at Board and Committee meetings and the Board strategy event. Insights and learnings Duriya provided regular feedback to the Responsible Business Committee and the Board throughout the year, with key Board discussions taking place around the insights as well as action planning arising from employee engagement survey results. Plans for 2026 Duriya will remain as the Board member with responsibility for workforce engagement in 2026, assisted by additional NEDs. A schedule of discussions and feedback sessions has been arranged for 2026 and will continue to encompass a wide group of employees and leaders from across all regions, including ERGs. The discussion topics will be tailored to specifically focus on those areas that support the strategy and the evolving culture. Additionally, the Board will continue to keep the functioning of the Voice of the Employee programme under review to ensure it meets best practice and complies with regulatory developments.



136	IHG	Annual Report and Form 20-F 2025



	Nomination Committee Report

“The execution

of considered

succession

planning helps

the Board to

meet long-term

governance

responsibilities.”

Deanna Oppenheimer

Chair of the Nomination Committee



	Highlights –Continued assessment of Board and Committee composition and succession plans. –Continued development of Executive Committee succession planning. –Oversaw the completion of the internal Board and Committee performance review.

Key duties and role

of the Committee

Key objectives and summary

of responsibilities

In line with UK corporate governance

principles, the Committee reviews

the composition of the Board and

its Principal Committees, evaluating

the balance of skills, experience,

independence and knowledge before

making appropriate recommendations

to the Board as to any changes. It also

ensures that plans are in place for

orderly succession for both Directors

and other senior executives, and is

responsible for reviewing the Group’s

senior leadership needs.

The Committee’s role, responsibilities

and authority delegated to it by the

Board, including processes in relation

to appointments, are set out in its

Terms of Reference (ToR), which are

reviewed annually and approved

by the Board. The ToR state that

the Committee is responsible for

considering and proposing potential

candidates for appointment to the

Board and maintaining oversight

of Board and individual Director

performance.


+	The ToR are available at ihgplc.com/ investors under Corporate governance.

The Committee’s key responsibilities and

focus areas during the year have been:

–assessing the composition of the

Board and the Principal Committees

and succession planning, in

accordance with the ToR and

consistent with applicable policies;

–overseeing the internal performance

review of the Board and its Principal

Committees as well as the reviews

of individual Non-Executive

Directors; and

–monitoring the Executive Committee

and senior leadership talent and

succession planning.

Membership and attendance

at meetings

The Committee’s membership and

attendance at meetings are available

on page 117. All members of the

Committee are Non-Executive Directors.

When the Committee considers matters

relating to the Chair of the Board,

the Senior Independent Non-Executive

Director (SID) acts as Committee Chair.

Reporting to the Board

The Committee makes recommendations

to the Board for all Board appointments.

Minutes are circulated to and reviewed by

Committee members, and the Committee

Chair reports back to the Board on the

activities of the Committee following

each meeting.

Effectiveness of the Committee

and internal performance review

During 2025, the Committee was

reviewed as part of the internal Board

performance review. Details of the

performance review, including how it

was conducted and the actions arising

from the review, are set out on page 127.

The review identified that the Committee

continues to operate effectively and

highlighted the sustained focus on Board

composition and executive and senior

talent succession.

Focus areas and activities

Board and Principal Committee

composition and succession planning

The Committee regularly reviewed

and considered Board refreshment

and succession plans. To inform its

assessment, the Committee continued to

maintain and review throughout the year a

Board refreshment and succession plan,

which tracks the skills, competencies

and experience of the Board members

and provides an overview of the Board’s

tenure, profile and Committee assignment

considerations.

Following evaluation of the plan, the

Committee determined that the Board

would benefit from additional financial

skills and experience. Accordingly,

the Committee initiated a search for

an additional Non-Executive Director

to meet this profile.

Russell Reynolds was engaged in

connection with the Non-Executive

Director search. Russell Reynolds does

not have any other connection with the

Company or any individual Directors.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	137

Russell Reynolds conducted initial reviews

and assessments to identify suitable

candidates for the role. Shortlisted

candidates met with various members of

the Board and management as relevant,

with assessments being made on the

appropriate competencies, functional

experience, cultural characteristics and

consideration of candidates’ other

commitments in line with the provisions

of the UK Corporate Governance Code.

Following completion of an interview

process and reference and background

checks, the Committee recommended

to the Board the appointment of

Nicholas Cadbury as Non-Executive

Director, which was approved by the

Board with effect from 1 March 2026.

Executive Committee appointments

The Committee discussed and considered

the changes to the Executive Committee

during the year, including the promotion

of Tejas Katre as Chief Human

Resources Officer.

The Committee considered the search

processes that had been followed to

consider candidates for this position,

including the assessment of external

and internal candidates as relevant,

and concluded it should recommend

the appointment to the Board.

Internal performance review

The Committee oversaw the internal

Board and Board Committee performance

review. The Committee approved

the development of questionnaires

by Committee Chairs with the support

of the Company Secretary, which

focused on overall performance and

effectiveness as well as matters

specific to the Board and respective

Committees, before being circulated

to Board members.

The Committee also considered and

endorsed the approach to individual

Non-Executive Director performance

review, with the Chair conducting

individual Non-Executive Director

reviews. The Senior Independent

Non-Executive Director also led the

review of the Chair.

Further information on the Board

and Committee internal performance

review process as well as the individual

Non-Executive Director reviews can

be found on page 127.

Executive Committee talent

and succession

Throughout the year, the Committee

also received updates on talent and

succession planning at Executive

Committee and senior leadership levels,

noting in particular progress in relation

to building depth of internal talent

and embedding a performance culture

(further details of which are included

on pages 64 and 145).

In compliance with UK reporting

requirements, information on the

balance and profile of the Board and

the Executive Committee is included

on page 121 and on page 65 for

the Group’s employees.

The Group’s Global Inclusion Policy

reflects the global nature of our business

and our desire to create a culture of

inclusion across all of the countries we

operate in. The policy applies across

the Group and, when assessing and

considering succession planning at

Board and Executive Committee levels,

the Committee takes the policy into

account in accordance with UK

governance requirements. The policy

further aligns to the Group’s responsible

business commitments, and a description

of progress against these commitments

is included on pages 54 to 84.

Looking forward

In 2026, the Committee will continue

to ensure that we have appropriate

plans in place for orderly succession

of appointments to the Board and

to senior management, so that we

attract top talent that reflects the

owners, guests and communities

with whom we do business.



138	IHG	Annual Report and Form 20-F 2025



	Directors’ Remuneration Report

“I thank

investors for

their feedback,

continued

support of our

remuneration

policy and their

confidence

in management

to continue

to deliver

sustained

growth.”

Angie Risley

Chair of the Remuneration Committee



	Table of contents

	Remuneration at a glance
	Pages 140 to 141
	A snapshot of remuneration earned for 2025 and alignment of pay with strategy.
	2025 Review of Directors’ Remuneration Policy
	Pages 142 to 144
	Details of the shareholder consultation process, a summary of the key elements of the resulting Directors’ Remuneration Policy and implementation for 2026.
	Remuneration at IHG – the wider context
	Pages 145 to 147
	How we align elements of remuneration across the business and in-year developments to how we reward our colleagues.
	Annual Report on Remuneration
	Pages 148 to 161
	Details on the individual elements of remuneration for 2025 and other remuneration disclosures relating to the year.

On behalf of the Board, I am delighted

to present the Directors’ Remuneration

Report for the year ended 31 December

2025. In this report, I set out how we

have worked with our stakeholders

to develop and implement a revised

approach to remuneration for Executive

Directors and the investor engagement

we had following the 2025 AGM vote,

as well as detailing performance and

associated remuneration outcomes

for the year.

2025 business

performance context

Continued to be driven by our ambitious

growth algorithm, business performance

was strong across all KPIs during the year.

We grew Global RevPAR by 1.5% and

NSSG was 4.7%a, operating profit

from reportable segmentsb increased

by $141m to $1,265m, and adjusted

free cash flowb increased by $238m

to $893m.

We have again seen substantial generation

of shareholder value, including a total

proposed dividend for the year of 184.5¢

and the completion of a $900m

share buyback programme for 2025.

Overview of 2025

remuneration outcomes

The incentive plan outcomes for 2025

reflect sustained strong business

performance over the short and

long term:

–The achievement on Annual

Performance Plan (APP) metrics

resulted in awards for Executive

Directors of 56.5% of maximum.

While there were headwinds to

trading linked to macro-economic

uncertainties which impacted our

ability to reach a stretching operating

profit target, excellent performance

for openings and room signings

resulted in an overall outcome

above target.

–The 2023–25 Long-Term Incentive

Plan (LTIP) award will vest at 82.7%

of maximum, driven by upper

quartile relative Total Shareholder

Return (TSR), exceptional performance

against ambitious EPS and cash flow

targets, and between threshold and

maximum performance for relative

NSSG and planet measures.

–The Remuneration Committee

(Committee) reviewed the formulaic

performance outcomes in line

with our framework for assessing

discretion. In line with previous

precedents, the operating profit

outcome under the APP and cash flow

outcome under the LTIP were adjusted

to exclude the integration costs of

the Ruby business as an exceptional

unforeseen cost. Without this

adjustment, the total APP outcome

would have been approximately 1%

lower as a proportion of target. There

is no impact on the LTIP vesting.

For more information see page 149.

In alignment with the evolution of our

Journey to Tomorrow plan and people

principles, during 2025 the Committee

applied discretion to remove a portion

of the 2023–25 LTIP award subject to

gender and ethnicity representation

targets (10% weighting). No replacement

was made for the portion removed, and

this element of the LTIP will therefore

not vest. The Committee also adjusted

the people targets for the 2024–26

LTIP award. Further details are provided

on pages 149 and 150.

The overall higher remuneration for

2025 demonstrates the alignment

between pay and performance and

reflects the above target incentive

outcomes, the revised bonus award

levels under the Directors’ Remuneration

Policy (Policy) and substantial share

price appreciation in the last three years.

Review of remuneration

We undertook a significant review

of remuneration arrangements for

the Executive Directors and other

Executive Committee roles during

the year, culminating in the formation

of a revised Policy, which was put

forward for shareholder approval

at the 2025 AGM.

The Policy review was driven by

the identification of a number of

key challenges faced by the business,

including risks to our senior talent and

succession pipeline, competitiveness

and structural differences against

our global talent peers, and internal

incentive provision consistency

and pay compression issues.

a.Net system size growth of 4.7% after adjusting for the impact of removing 7,092 rooms previously

affiliated with The Venetian Resort Las Vegas in January 2025. Net system size growth of 4.0%

on a reported basis.

b.Definitions for Non-GAAP revenue and operating profit measures can be found on pages 107 to 112.

Reconciliations of these measures to the most directly comparable line items within the Group

Financial Statements can be found on pages 250 to 256.


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					Annual Report and Form 20-F 2025	IHG	139

The Policy was based on a set of clear

principles and a rationale for change

including our increasingly global and

US-centric business and observed

evidence from analysis of talent flows

and benchmarking against relevant

global peers.

Further details on the background,

rationale for change, and the Policy

itself are fully described on pages

159 to 175 of our 2024 Annual Report

and Form 20-F.

We engaged in a comprehensive

shareholder consultation exercise ahead

of the 2025 AGM involving almost 60% of

our register and the major proxy agencies,

with several rounds of discussions taking

place in a two-way dialogue. We listened

to feedback and responded by actively

refining the original proposals, including

a downwards adjustment to RSU award

levels with performance-based awards

comprising the vast majority of the

long-term incentive opportunity, at 84%

for the CEO. Full details of the consultation

process, including the dates of

shareholder engagement, information

shared and the outcomes of this exercise,

are provided on page 142 of this report.

Based on the feedback provided

prior to and following the AGM, the

areas of concern varied by shareholder,

but the main challenges raised were in

relation to elements of the global peer

group and the scale and/or structure of

the proposed changes to remuneration.

The same concerns influenced the vote

on the Directors’ Remuneration Report

itself, which also received substantial

support (of almost 80% of shareholders).

The Committee stands by the

appropriateness of the global peer

group and the scale and structure of the

remuneration proposed, given the nature

of IHG’s business, and the need for

remuneration arrangements suitable to

recruit, motivate and retain appropriate

leadership for a large, high growth

and global business. A clear majority

of our largest shareholders agree,

as demonstrated by a vote of almost

70% in favour of the Policy.

In light of this strong overall shareholder

support, the ultimate voting being in

line with expectations in the context

of the shareholder proxy body

recommendations, the Committee

concluded that it was appropriate

to proceed with the implementation

of the Policy, as outlined in the 2024

Directors’' Remuneration Report.

Following the AGM, we contacted

shareholders to invite further feedback

and discussion to understand reasons

for the 30% of shareholders who voted

against the Policy and 21% who voted

against the 2024 Directors’ Remuneration

Report. We also had two-way discussions

with all major representative proxy

agencies. While no new insights

arose from our post-AGM engagement

with stakeholders, there were requests

for further clarity on the processes which

we have sought to address in this report.

Wider workforce

remuneration and

employee engagement

In 2025, the average budget for salary

increases was 3% for our UK and US

corporate workforce. The overall

average budget for 2026 increases

for this population will be 2%.

For the UK leased hotel estate, in

agreement with the owner, budgeted

2025 salary increases ranged from

2% to 9% and for 2026 range from 2%

to 8% (excluding limited exceptions

above this), with higher increases

applicable for frontline employees.

During 2025, we introduced new

performance management and reward

structures to drive a high-performance

culture and achieve closer alignment

of pay with individual performance.

Further details are provided on

page 145 of this report.

Additional funding was again made

available to the budgeted amount

of our 2025 Annual Performance Plan

to increase bonus amounts for our

strongest performers.

We reviewed our colleague travel

benefit programme during 2025

and launched a refreshed offering in

December. For corporate colleagues,

we continued to provide three

additional days of leave during 2025.

We were pleased to see our overall

employee engagement scores remain

resilient at 87%, which once again

saw IHG ranked in the top quartile

of Mercer’s most engaged employers.

IHG was named in the Fortune 100

Best Companies to Work For 2025.

I have had the opportunity to

participate in UK and US employee

engagement and listening sessions

during 2025, and would like to thank

all colleagues involved in these

sessions for their time and feedback.

Remuneration for 2026

Executive Directors’ salaries will increase

by 2% with effect from 1 April 2026,

aligned with increases for the UK and

US corporate workforce.

The APP measures for 2026 will

be operating profit from reportable

segments (70%), room signings (15%)

and Net System Size Growth (NSSG;

15%). NSSG will replace the existing

openings measure, ensuring that senior

management are focused not only

on new rooms, but also the rooms

that leave the system, so that there is

continued motivation to grow our overall

system size. While NSSG is also used

in the LTIP, the target for the APP is

absolute and drives growth against

our business targets within the year,

whereas the LTIP target provides a

relative, long-term measurement against

our closest peers. The Committee

therefore believes that having NSSG

targets of this nature in the APP and the

LTIP going forward will incentivise both

short-term and long-term performance

on an absolute and relative basis.

Measures for the 2026–28 LTIP cycle

will again be relative Total Shareholder

Return (20%); relative NSSG (25%); cash

flow (20%); adjusted earnings per share

(EPS) (25%); and carbon and people

metrics (10%).

About this report

I have continued to set out the

remuneration decisions and outcomes

fully and transparently and trust that

this report provides shareholders with

clarity on the alignment of performance

and reward for Executive Directors.

This Directors’ Remuneration Report

will be put to an advisory vote at the

May 2026 AGM.

Thank you for your continued

engagement and support.

Angie Risley

Chair of the Remuneration Committee

16 February 2026


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	141


	How we performed in 2025

APP

56.5%

2025 APP achievement (% of maximum)


1	Operating profit from reportable segments: 70%
2	Room signings: 15%
3	Room openings: 15%

–Overall achievement between

target and maximum.

–Very strong openings and signings

performance towards the maximum.

Operating profit from reportable segmentsa ($m)

Actual 1,255b (39.8% of maximum)

Threshold

1,202

Target

1,292

Maximum

1,382

Room signings (k rooms)

Actual 102.1 (96.0% of maximum)

Threshold

84.1

Target

93.5

Maximum

102.8

Room openings (k rooms)

Actual 65.1 (94.5% of maximum)

Threshold

53.8

Target

59.8

Maximum

65.7

a.Definitions for Non-GAAP revenue and operating profit measures can be found on

pages 107 to 112. Reconciliations of these measures to the most directly comparable line

items within the Group Financial Statements can be found on pages 251 to 256.

b.See page 149 for reconciliation to reported figures.

LTIP

82.7%

2023-25 LTIP achievement (% of maximum)


1	Relative Total Shareholder Return: 20%
2	Net system size growth: 20%
3	Absolute cash flow: 20%
4	Planet: 10%
5	People: 10% (subsequently removed)
6	Adjusted earnings per share: 20%

–Overall achievement between

threshold and maximum.

–Exceptional cash flow, EPS and

relative TSR performance above

maximum targets set.

–Strong relative NSSG and planet

performance above target.

Relative Total Shareholder Return (%)

Actual 118.0% (100% of maximum)

Threshold 53.9%

Maximum 79.9%

Relative net system size growth (%)

Actual 4.7% (75.2% of maximum)

Threshold 2.7%

Maximum 5.6%

Absolute cash flow ($bn)

Actual 3.42 (100% of maximum)

Threshold 1.67

Maximum 2.57

Adjusted earnings per share (%)

Actual 21% (100% of maximum)

Threshold 5%

Maximum 12%

Introduction of ECMs (%)

Actual 78.6% of maximum

Threshold

Maximum

Adoption of five existing ECMs (of hotels)

Actual 93.8% (75.2% of maximum)

Threshold 80%

Maximum 100%

a.People: Measure removed: 0% of 10% earned.


	Executive Director shareholdings

2,758%

1,291%


A	Shares held outright and unvested shares not subject to performance conditions on net basis as % salary
B	LTIP and RSU shares held on net basis as % of salary
C	Guideline shareholding as % of salary



142	IHG	Annual Report and Form 20-F 2025



	Directors’ Remuneration Report continued
	2025 Review of Directors’ Remuneration Policy


Development of revised remuneration Policy

A wholesale review of the remuneration Policy for Executive Directors was carried out in the period leading up to the 2025 AGM, with almost 70% of our shareholder register ultimately voting in favour. This review was a lengthy process led by the Committee with the full support of the Board. The table below summarises the key stages in the development and implementation of the Policy, including the extensive and robust consultation with shareholders and their representative proxy agencies both ahead of and following the AGM.
Timing	Activity undertaken	Outcomes
Mid 2024 – October 2024	Formulation of proposals –Developed revised Policy proposals based on principles, business and performance context and review of global market for talent. –Internal approval by the Committee including consultation with the Board.	–Articulation of a data-driven Policy that is market- aligned and addressed the key risks identified.
November – December 2024	Initial consultation –IHG wrote to and discussed the proposed Policy with over 50% of our shareholder register. –Initial discussions held with major proxy agencies.	–While many shareholders were supportive of the proposals, we made several modifications in response to a wide range of feedback received from investors and proxy advisers, including amending the balance between performance share and restricted share elements of long-term incentive, strengthening the restricted share underpin and increasing the shareholding requirements.
December 2024 – February 2025	Further consultation –Consulted with major investors on revised proposals, in aggregate reaching nearly 60% of IHG’s equity.	–Further amendments made to proposals to respond to feedback, including reduction in the quantum of restricted share awards. –Formation and publication of final Policy.
April 2025	Publication of proxy reports –IHG reviewed draft reports to ensure accuracy of content and areas of challenge. –Major proxy agencies released reports setting out recommendations and areas for shareholders to consider. –Letter sent to subscribers of proxy reports to add clarity on issues raised and further explain rationale for change.	–The proxy agencies provide a service in reaching a larger number of our investor base than we are able to. –While a substantial portion of our register who subscribe to the proxy reports ultimately followed recommendations to vote against the remuneration resolutions, those we engaged with directly after the proxy recommendations understood the rationale and the majority voted in favour.
May 2025	AGM –Shareholders voted on Policy and issue statement in relation to voting outcomes.	–Policy supported by almost 70% of the register, including all of our top 10 shareholders. –Policy becomes effective after receiving majority support.
May – August 2025	Post-AGM consultation –IHG contacted shareholders to invite further feedback and discussion to understand reasons for the 30% of shareholders who voted against the Policy and 21% who voted against the 2024 Directors’ Remuneration Report. –Further feedback received from some investors. –Two-way discussions held with all major representative proxy agencies.	–Further confirmation of voting rationale received, with no substantive new information arising. –While reasons for the votes received against the Policy varied by shareholder, the main areas raised were in relation to elements of the global peer group and the scale and/or structure of remuneration proposed. –The same reasons were given for the votes against the Policy and 2024 Directors’ Remuneration Report. –Engagement with proxy bodies informed approach to six-month update statement and continued high level of transparency in ongoing remuneration reporting.
August 2025	Review and completion –Publication of post-AGM six-month update statement.	–Transparent communication to stakeholders on the actions taken post AGM, including implementation of the Policy in 2025. –Completion of the consultation process, paving the way for ongoing open communication with shareholders and their proxy advisory bodies.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	143


	Alignment with Investment Association (IA) priorities

	The table below describes how our approach to the Policy review aligns with the relevant priorities set out in the IA’s letter sent to remuneration committee chairs in November 2025:
	Priority		How we reflected in our Policy review
	Company- specific rationale		–We identified and evidenced specific IHG challenges, including key risks to our talent and succession pipeline, competitiveness challenges vs the US market, and structural differences arising from UK PLC requirements relative to the US. –We set out the business context for the review, including an increasingly global footprint with significant US focus and strong long-term performance.
	Benchmarking and peer group		–The peer group used reflects IHG’s global talent flow to/from hotel and wider industry peer companies. –Filters were applied to ensure the relevance of the group, including identifiable talent flows to/from IHG, sector/strategic business relevance, consumer focus and Atlanta presence. –Companies were filtered out where they were substantially larger than IHG, resulting in a group within which IHG was positioned at the median by market capitalisation. –While the benchmarking data was used to inform an initial proposal for consultation based on median positioning, the final proposal was adjusted through engagement to reflect feedback received.
	Hybrid plans		–Our review against the global peer group highlighted that IHG was an outlier in operating a single performance share plan, and that RSU plans were in global widespread use, including below Executive Director level in IHG. –We were cognisant that RSU plans and hybrid plans in particular were relatively rare in a UK FTSE context, and therefore consulted early and fully with shareholders, in several rounds of consultation. –The most significant change made to our initial proposals was a downwards adjustment to RSU award levels with performance-based awards comprising the vast majority of the long-term incentive opportunity, at 84% for the CEO.
	Bonus deferral and shareholding requirements		–In line with IA guidance, Executive Directors continue to be required to defer 30% of bonus earned even where the shareholding requirements have been met, with deferred bonus being subject to malus and clawback. –A significant change for 2025 was an increase in shareholding requirement, for example from 500% to 1,000% of salary for the CEO, further aligning Executive Director interests with those of shareholders.


Summary of Policy implementation for 2026

Element		CEO	CFO	Operation for 2026
	Salary (% increase for 2026)	£1,122,000 (2.0%)	£677,600 (2.0%)	–Salary increases aligned with those for wider corporate workforce in 2026.
	Annual Performance Plan (APP) maximum (% of salary)	300%	250%	–Subject to financial and non-financial performance conditions in 2026 (see below). –At least 30% of bonus earned will be deferred into shares for three years if the minimum shareholding requirement has been met, with at least 50% being deferred otherwise.
	–APP target (% of salary)	150%	125%
	LTIP maximum award (% of salary)	800%	500%	–Subject to financial and non-financial performance conditions over a three-year period (see following page). –Two-year post-vesting holding period.
	–LTIP target award (% of salary)	400%	250%
	Restricted Stock Unit (RSU) award (% of salary)	150%	100%	–Three year vesting period and two year post-vesting holding period. –Subject to underpin.
	Pension cash allowance (% of salary)	12%	12%	–Aligned with other participants in the UK pension plan.
	Minimum shareholding requirement (% of salary)	1,000%	400%	–To be met over five years from 2025 AGM (or appointment if later) as agreed with the Chair of the Board. –The full minimum shareholding requirement continues to remain in force for two years following cessation as an Executive Director.



144	IHG	Annual Report and Form 20-F 2025



	Directors’ Remuneration Report continued
	2025 Review of Directors’ Remuneration Policy continued


	Aligning variable elements of remuneration to strategy in 2026


		What we do Provide True Hospitality for Good Why we do it To be the hotel company of choice for guests and owners How we make it happen

Relentless focus

on growth

Brands guests

and owners love

Leading

commercial engine

Care for our people,

communities and planet


Element		Measures and weightings	Link to strategy	Explanation
	Annual Performance Plan (APP)	Operating profit from reportable segments (70%)		–The strength and breadth of our portfolio, tailored services and solutions, as well as our technology and platforms drive consumer preference, owner returns and rooms growth; all contributing to our revenues and profit. –Signings and NSSG are central to our strategy of accelerating the growth of our brands in high-value markets. NSSG has replaced room openings for 2026 to align with our focus on overall growth in system size. –The underlying performance of the business will be reviewed in considering the potential application of discretion to formulaic outcomes of the APP measures.
		Room signings (15%)
		Absolute Net System Size Growth (NSSG) (15%)
	Long Term Incentive Plan (LTIP)	Relative Total Shareholder Return (20%)		–Our strategy is intended to deliver unmatched guest experiences and unrivalled owner returns for our stakeholders, including competitive total shareholder returns. –Our strategy is to accelerate the growth of our brands in high-value markets by using our global scale and expertise so it is important that this forms a key element of our management team’s LTIP. –Enhancing our customer and owner offer and accelerating the growth of our brands in high-value markets drives sustained growth in cash flows and profits over the long term, which can be reinvested in our business and returned to shareholders.
		Relative NSSG (25%)
		Absolute cash flow (20%)
		Carbon and people (10%)		–Measures aligned to our people and planet business priorities are included in our LTIP targets.
		Adjusted earnings per share (25%)		–EPS provides a measure of the efficiency of the capital structure, as well as promoting further alignment with shareholder experience and value.
	Restricted Stock Unit (RSU)	Underpin		–The underpin measures all aspects of delivery of our strategy.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	145




	Remuneration at IHG – the wider context

Key changes include:

–Removing performance ratings for

all colleagues and replacing with

one definition of high performance.

–Creating a stronger alignment

between performance and reward.

–Upweighting our focus on goals

and the work that matters the most.

–Embedding our Growth Behaviours

as the ‘how’ we achieve high

performance.

–Building the capability of all people

leaders and articulating clear

expectations for high performance.

–Talking about performance

continuously through Elevate

1-1 conversations.

–Introducing an ‘IHG’ approach

to feedback.

APP

As part of the shift in culture, we launched a change to the APP arrangements for Bands 3-8, so that from 2025, the funding

for the APP is determined by business performance. A colleague’s individual performance is then overlaid to the whole APP,

with people leaders being able to award anything from zero to double the target APP.

Individual performance

This determines how much

individuals will receive.

Against our high-performance definition,

the actual APP award will be between zero and

double (0%–200%) of each target APP award.

Company performance

This determines the total APP pool available

to distribute across the Company.

Company performance is assessed

against three measures below.

Total APP pool

This is determined by

Company performance.

The total APP pool

represents the total funds

available to individuals.


A		EBIT 70%

B		Signings 15%

C		Openings 15%

Share plans

For those who are eligible for shares as part of their reward package, in the form of RSUs, performance now impacts how

many shares someone receives. People leaders are able to award anything from zero to double the target RSU award.

Share ownership continues to provide the opportunity to benefit from the Company’s growth and success in the future,

and individual performance is a vital part of that success. The Colleague Share Plan remains as a way for our broader

colleague base to share in that success.

Long-Term Incentive Awards are granted to those at the most senior levels, with the level of vesting being based on

Company performance metrics aligned with those for Executive Directors.



146	IHG	Annual Report and Form 20-F 2025



	Directors’ Remuneration Report continued
	Remuneration at IHG – the wider context continued

How our reward practices are aligned across all levels of the organisation

Our approach to fairness in reward is an important aspect of our overall reward philosophy and is designed to attract, retain,

motivate and engage talent at all levels of the business. It is supported by a robust governance approach that ensures our

reward and recognition practices are fair and consistent across our employee population, as well as an alignment between the

wider direct workforce and executive remuneration. We regularly review our approach externally, ensuring we are competitive

in the different markets in which we operate and meet the needs of employees by offering market-driven reward packages.


Element		Executive Directors	Senior management	All employees	Details
Fixed
	Salary	ò	ò	ò	–Managers put at the heart of the salary review process, allowing them to use discretion. –Managers reminded of importance of making fair reward decisions consistent with our Code of Conduct to ensure employees are fairly rewarded according to their contribution, skills and experience.
	Benefits	ò	ò	ò	–Corporate colleagues allocated IHG One Rewards Gold Elite Status. –In 2025 we focused on benefits which drive attraction and retention of talent. We proudly launched our IHG One Pass exclusive colleague travel benefits which strengthens our employee room rate offering, a key milestone for colleagues and their families. –Review of healthcare across the UK corporate population and renewal with Bupa as new provider. –All UK corporate colleagues are covered for life insurance, income protection and critical illness. –We offer US colleagues a streamlined selection of health and welfare plan designs and providers. We provide both financial and protection benefits to our colleagues through a life and accidental death and dismemberment insurance coverage.
	Pension	ò	ò	ò	–UK and US pension benefits competitive against the market. –Contribution rate for UK corporate, and eligible UK hotel employees, is aligned with 2:1 matching ratio up to 6% of salary from employees and 12% from IHG. –Salary sacrifice available and life cover of 4x base salary for UK pension plan participants.
Variable
	APP	ò	ò	ò	–Corporate performance metrics are aligned across corporate colleagues, Executive Directors and Executive Committee (EC). –Bonus deferral for three years in operation for senior management. –Weightings of metrics for all corporate colleagues below EC level are aligned and higher awards can be earned through an employee’s individual performance and contribution to the Company. –Additional funding was made available on top of the budgeted amount of our 2025 Annual Performance Plan to increase bonus amounts for our strongest performers.
	LTIP	ò	ò		–Certain senior/mid-management and specialist roles are eligible to participate in the Long Term Incentive Plan, under which performance-based awards vest after three years.
	RSU	ò	ò		–Executive Directors, certain senior/mid-management and specialist roles are eligible to receive an RSU award, which vests after three years. –675 colleagues were in receipt of an RSU award for the 2025–27 cycle. –At certain job levels, we run an annual nomination process whereby 30% of the population can be nominated to receive an RSU award based on their performance. –RSU awards are not subject to performance conditions, with the exception of an underpin for Executive Directors, but still align employee interests with those of shareholders.
	Long Service Awards	ò	ò	ò	–All of the corporate workforce, including Executive Directors, are eligible to receive a Long Term Service Award, of varying value, once the employee reaches certain service milestones. –In 2025, 777 corporate colleagues and 849 hotel colleagues globally received cash long-term service awards. –Long service results in enhanced travel benefits under the IHG One Pass programme from 2026 onwards.
	Colleague Share Plan			ò	–Available to around 99% of our corporate colleagues below the senior/mid- management level. –IHG matches the shares purchased by colleagues on a one-for-one basis up to a maximum match of $1,000 per annum. –The registration for the 2026 plan was open to eligible colleagues in Q4 2025 and the take-up rate is 48.6%. –The 2024 plan’s matching shares vested in January 2026 with more than 21,700 shares vesting between 2,636 employees, worth almost $3m. –Colleagues receive dividends and voting rights on purchased shares.
	Bravo Recognition plan			ò	–Colleagues below senior/mid-management level can be nominated for a cash award through our Bravo recognition scheme for going above and beyond in their roles while displaying exceptional IHG behaviours. –13,203 one-off cash awards were made to corporate colleagues, and 19,921 cash awards were made to hotel colleagues globally during 2025.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	147

Employee engagement on pay

We have several forums for employees to express their opinions on pay. These include employee resource groups (ERGs) and

direct engagement with Non-Executive Directors. In 2025, the Chair of the Committee met colleagues to understand their views

on Executive Director and their own pay. Our employee engagement survey, Colleague HeartBeat, allows employees to give

their views on working at IHG. The 2025 employee engagement scores for participating owned & leased hotel and reservations

employees and general managers on the questions relating to reward and recognition exceeded our survey provider’s top

quartile benchmark.

Paid fairly

Top quartile scores 65%

Appropriate recognition

Top quartile scores 69%

Benefit plan meets needs

Top quartile scores 73%

Performance impacts pay

Top quartile scores 67%


¢	Hotels	¢	Reservations	¢	General Managers

Wellbeing

We continue to promote myWellbeing –

a framework to support employees

across their health, lifestyle and

workplace. The myWellbeing suite of

resources, which includes an employee

Wellbeing Handbook and guidelines for

people managers, has been designed

to provide a holistic wellbeing offering.

Employees also have access to a global

Employee Assistance Programme, which

offers counselling, practical guidance

on topics such as legal, financial and

work matters, and additional health

and wellbeing resources.

In 2025, all corporate colleagues were

given three recharge days to focus on

their wellbeing in a way that suits them

best, on top of any contracted annual

leave they are eligible to receive.

Leased hotel employees

As previously reported, following the

acquisition of a number of UK hotels,

employing entities for the estate’s hotels

were transferred to IHG. Employment

terms, including remuneration and

benefits, largely remained in place

on their pre-acquisition basis.

The Real Living Wage (RLW) has been

voluntarily adopted in IHG’s UK leased

hotel estate between 2022 and 2025.

Payroll budgets in these hotels are

approved by IHG UK leadership and

the hotel owners. The Living Wage

Foundation has increased the RLW level

by 6–7% with effect from May 2026. In

the context of current cost challenges

facing the hospitality industry, including

prevailing below-RLW market rates of

pay in the sector, increasing direct costs

such as employer National Insurance

and day-one sickness entitlement, and

the wider impact of pay compression

issues resulting from paying at least RLW

to all colleagues, it has been determined

that the hotels will not be in a position

to apply the RLW as a minimum level

with effect from May 2026.

However, it is planned to increase pay

levels by an average of 3.9% for relevant

hotel colleagues. All hotel colleagues will

continue to be paid above the National

Living Wage (NLW), with minimum pay

levels approximately 12% above NLW in

London and 3–4% above NLW outside

London. This includes employees aged

under 21 years old, where the National

Minimum Wage (NMW) is lower

than NLW.

This increase for hotel colleagues

compares to an average increase

of 2% for corporate employees,

including the Executive Directors.

In response to wider cost-of-living

pressures, additional measures were

implemented during 2023 and 2024,

aside from applying the RLW as a

minimum, including:

–one-off payments to frontline

colleagues

–salary increases ranging from

5% to 8% from April 2023

–enhanced maternity and paternity

provisions

–access to financial wellbeing

support and education, including

the launch of ‘Stream’, an Earned

Wage Access benefit, as well as

direct-from-payroll saving.

Taken together, these measures

reflect a deliberate strategy to support

colleagues through a combination of

pay, benefits, development opportunities

and wellbeing support, rather than

reliance on a single pay benchmark.

As market conditions have evolved,

this broader reward framework

provides greater flexibility to maintain

competitiveness and fairness while

managing cost sustainability.

The approach to hotel colleague pay

will be kept under review for future

years in the context of changes to

the RLW.



148	IHG	Annual Report and Form 20-F 2025



	Directors’ Remuneration Report continued
	Annual Report on Remuneration

The Annual Report on Remuneration explains how the Directors’ Remuneration Policy

was implemented in 2025, the remuneration earned by the Executive Directors and

how the Directors’ Remuneration Policy will be implemented in 2026.

Audited

Single total figure of remuneration – Executive Directors


		Fixed pay				Variable			Other £000	Totalb £000


Executive Director	Year	Salary £000	Benefits £000	Pension benefit £000	Subtotal £000	APP £000	LTIP £000a	Subtotal £000
Elie Maalouf	2025	1,082	403	130	1,615	1,863	6,839	8,702	0	10,317
	2024	1,010	427	121	1,557	1,298	5,096	6,394	0	7,951

Michael Glover	2025	659	91	79	830	938	2,711	3,649	100	4,579
	2024	639	86	77	801	813	1,761	2,573	150	3,524

a.LTIP figures for 2024 relate to the 2022–24 LTIP cycle and have been restated using the actual share price of £100.72 on the date of vesting.

Figures for 2025 relate to the value of shares for the 2023–25 cycle using the Q4 2025 average closing share price of £96.97.

b.Sum of individual items may differ from totals due to values being shown to nearest £1,000.

Notes to the single

total figure table

Fixed pay

Salary: salary paid for the year.

Salary increases of 6.8% for

Elie Maalouf (from £1,029,600 to

£1,100,000) and 3% for Michael

Glover (from £644,800 to £664,350)

were applied with effect from

1 April 2025. The increase for Michael

Glover was in line with the increase

for UK and US corporate workforce,

and the increase for Elie Maalouf

was an adjustment approved as

part of the 2025 Directors’

Remuneration Policy.

Benefits: for Executive Directors,

this includes, but is not limited to,

taxable benefits such as company

car allowance and healthcare.

Elie Maalouf receives an RPI-linked

monthly net housing allowance

of £11,800 as at September

2025 (increased by RPI of 4.8%;

gross value for reporting purposes

of £21,400 per month) towards

UK housing costs to facilitate him

to carry out his UK-based role while

maintaining his US home and IHG’s

significant US business, government

and industry interests.

Other benefits provided include

travel costs and allowances (£53,000

for Elie Maalouf; £17,000 for Michael

Glover), tax return assistance (£41,000

for Elie Maalouf; £47,000 for Michael

Glover) and healthcare provision

(£47,000 for Elie Maalouf; £19,000 for

Michael Glover). It has been agreed that

Elie Maalouf would settle any employee

tax due in respect of travel within the

UK with effect from the beginning of

the 2024-25 tax year.

Life assurance at four times base salary,

critical illness and income protection

cover were provided for all Executive

Directors, which is aligned to all

other UK corporate colleagues who

participate in the UK pension plan.

Pension benefit: for current

Executive Directors, in line with the

Policy, represents cash allowances

of 12% of salary paid in lieu of pension

contributions. This is in line with the

maximum level available to all other

participants in the UK pension plan.

Other

Michael Glover received a gross

payment of £100,000 in March 2025,

being the final instalment of time-limited

one-off payments to cover relocation

and associated costs of his appointment

as CFO.

Variable pay

APP (maximum 70% cash and

minimum 30% deferred shares

subject to meeting minimum

shareholding requirement).

Operation

Disclosed award levels are determined

based on salary as at 31 December

2025. The target award was 150%

of salary for Elie Maalouf and 125%

of salary for Michael Glover, with

the maximum being double the

target award.

Any payment made under the

APP is subject to minimum levels

of performance under the operating

profit from reportable segments

metric, with the room signings and

room opening measures subject

to a financial gate:

–if operating profit performance

is below 85% of target, there

would be no payout under these

measures; and

–if operating profit performance

is between 85% of target and

threshold, payout for these

measures would be reduced

by 50%.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	149

Audited

APP outcome for 2025

The performance measures and outcomes of the 2025 APP were as follows. All figures are expressed as a proportion of target.


Performance measure	Weighting	Targets (straight-line payout between)			Performance achieved	Achievement as % of target
Performance measure	Weighting	Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)	Performance achieved	Achievement as % of target
Operating profit from reportable segmentsa	70%	$1,202m	$1,292m	$1,382m	$1,255m	79.7%
Room signings (k rooms)	15%	84.1	93.5	102.8	102.1	191.9%
Room openings (k rooms)	15%	53.8	59.8	65.7	65.1	188.9%
Total weighted achievement (% of target)						112.9%
Award earned – Elie Maalouf (% of salary)						169.3%
Award earned – Michael Glover (% of salary)						141.1%

a.Definitions for Non-GAAP revenue and operating profit measures can be found on pages 107 to 112. Reconciliations of these measures to the most

directly comparable line items within the Group Financial Statements can be found on pages 250 to 256..

The operating profit outcome under the APP was adjusted to exclude the integration costs (around $3m) of the Ruby

business as an exceptional cost that was not envisaged at the time of setting the targets. The Committee was satisfied that

this adjustment was appropriate to encourage management to undertake value-accretive deals. Without this adjustment

the total APP outcome would have been approximately 1% lower as a proportion of target. Operating profit performance was

above threshold, and therefore the financial gate was met for the room signings and room opening measures. The Committee

also reviewed the overall performance of the Executive Directors and of the business, including relative to peers, and was

satisfied that no further adjustments needed to be applied to the formulaic outcomes of the APP measures.

Elie Maalouf and Michael Glover have both met their shareholding requirement, and therefore 30% of APP earned for 2025

will be deferred into shares for three years. The only condition attached to deferred shares is continued service.

The resulting amounts earned were as follows:


Executive Director	Total amount earned (£000)	Of which paid in cash (£000)	Of which deferred in shares (£000)
Elie Maalouf	1,863	1304	559
Michael Glover	938	657	281

In determining operating profit from reportable segments for APP purposes, budgeted exchange rates for the year are used

to ensure like-for-like comparison with the APP target set at the start of the year.


Operating profit from reportable segments (actual exchange rates) (see page 86)		$1,265m
Operating profit from reportable segments (2025 budget exchange rates; with Ruby integration costs adjustment)		$1,255m

æ LTIP 2023–25

LTIP outcome for 2023–25 cycle

The following table shows the 2023–25 LTIP performance measures and weightings, the threshold and maximum targets

and actual achievement, based on the formulaic outcomes against the three-year targets set in 2023.


	Performance targets
Performance measure and weighting	Threshold (20% vesting)	Maximum (100% vesting)	Performance result	Achievement (% of maximum for measure)	Weighted achievement (% of maximum award)
Total shareholder return (20%): Three-year growth relative to competitorsa	53.9% (Median)	79.9% (Upper quartile)	118.0% (Above upper quartile)	100.0%	20.0%
Relative net system size growth 20%): Three-year growth relative to competitorsb	2.7% growth	5.6% growth	4.7% growth	75.2%	15.0%
Absolute cash flow (20%):	1.667bn USD	2.565bn USD	3.42bn USD	100.0%	20.0%
Adjusted Earnings Per Share (20%): Three-year compound annual growth	5%	12%	21%	100.0%	20.0%
Planet (10% split equally): Introduction of energy conservation measures (ECMs) for new-build and existing properties Adoption of five existing ECMs	New: 4.5% Existing: 2.8% 80% of hotels	New: 10.0% Existing 6.3% 100% of hotels	New: 10.2% Existing: 4.4% 93.8% of hotels	78.6% 75.2%	3.9% 3.8%
Total % of maximum opportunity vesting (out of a maximum 90% – see following page)					82.7%

a.Comparators are Accor S.A., Choice Hotels International Inc., Hilton Worldwide Holdings Inc., Hyatt Hotels Corporation, Marriott International Inc.,

Melia Hotels International S.A., Minor International PCL and Wyndham Hotels & Resorts Inc. Following the delisting of NH Hotel Group, the Committee

determined that the parent company Minor International PCL should replace NH Hotel Group from the beginning of the performance period.

b.Comparators are Accor S.A., Choice Hotels International Inc., Hilton Worldwide Holdings Inc., Jin Jiang International Holdings Company Limited,

Marriott International Inc. and Wyndham Hotels & Resorts Inc.



150	IHG	Annual Report and Form 20-F 2025



	Directors’ Remuneration Report continued
	Annual Report on Remuneration continued

Audited

Removal of representation targets from the 2023–25 LTIP

In alignment with the evolution of our Journey to Tomorrow plan and people principles, during 2025 the Committee

applied discretion to make the following change to the 2023–25 LTIP:

The portion of the 2023–25 LTIP award subject to gender and ethnicity representation targets (10% weighting) was removed.

No replacement was made for the portion removed, and this element of the LTIP will therefore not vest. The resulting

maximum vesting level was 90% of the original award.

Adjustments to absolute cash flow target

Over the performance period of the 2023–25 LTIP award, there have been events that have impacted IHG’s cash flow that

were unquantified or unforeseen when the original targets were set, specifically the acquisition of the Ruby business.

The table below shows the reconciliation between reported cash flow and the outcome for the 2023–25 LTIP.


		Cash flow
Reconciliation		$bn
Reported cash flow from operations		3.73
Net cash from investing activities		(0.43)
Reported outcome per definition		3.30
Adjustment to remove impact of acquiring Ruby business		0.12
Adjusted outcome		3.42

The adjustment to remove the impact of the acquisition of the Ruby business had no impact on the vesting outcome.

No other discretion was applied in determining the vesting level of the 2023–25 LTIP award.

LTIP 2023–25 vesting

The award granted under the 2023–25 cycle will vest on 18 February 2026 based on achievement against targets measured

over three years to 31 December 2025. The individual outcomes for this cycle are shown below.

The daily average closing share price over the final quarter of 2025 was 9,697p. This share price was used to calculate the

total value of award and the value of award attributable to share price appreciation. Restated figures using the actual share

price on the vesting date will be disclosed in the 2026 Directors’ Remuneration Report.


Executive Director	Number of shares granted	% of maximum award vested	Outcome (number of shares vesting)	Total value of award £000	Value of award attributable to share price appreciation £000
Elie Maaloufa	85,282	82.7%	70,527	6,839	2,931
Michael Glover	33,812	82.7%	27,962	2,711	1,173

a.Includes 65,512 shares granted on 10 May 2023 with a grant price of 5,501p and a top-up of 19,770 shares granted on 8 August 2023 with

a grant price of 5,674p. Shares vesting are subject to a two-year holding period.

Adjustment to people measures attached to 2024–26 LTIP award

Adjustments to a portion of the 2024–26 LTIP award subject to two people measures were made, in alignment with

the evolution of our Journey to Tomorrow plan and people principles:

–The Inclusion Index measure (5% weighting) was broadened from being based on the gap between ethnically

diverse colleagues in the US and UK and the rest of the US/UK population, to instead being based on the gap

between US and UK junior colleagues and the total corporate population, with an increase in the level of stretch

for the threshold target from a gap of 7% to 5% and no change to the maximum target of no gap.

–The talent interventions measure (5% weighting) was amended to relate only to the Journey to General Manager and

Career Insights programmes, removing reference to RISE, to align with our current people principles. This amendment

ensures that the programmes remaining in the scope of the LTIP measure are aligned with our people principles,

and structured talent programmes for career progression. No adjustment was made to the target range.

For the revised Inclusion Index measure targets, the Committee was satisfied that there was no change to the level

of stretch in the targets originally set at the time of grant.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	151

Audited

Scheme interests awarded during 2025

Annual Performance Plan (APP) – 2024

30% of the bonus earned in respect of the 2024 APP was deferred into shares with dividend rights, with no further conditions

save continued service. An average of the closing mid-market share price for the three days following the publication of 2024

results was used to determine the number of shares to be awarded. Details of the resulting shares granted were as follows:


Executive Director	Type of award	Award date	Number of shares granted	Market price per share at grant £	Face value of award at grant £000	Vesting date
Elie Maalouf	Conditional shares	6 March 2025	3,903	99.73	389	3 March 2028
Michael Glover	Conditional shares	6 March 2025	2,444	99.73	244	3 March 2028

Long Term Incentive Plan (LTIP) – 2025–27 cycle

During 2025, LTIP awards were granted over shares with a maximum value of 800% of salary for the CEO and 500% of

salary for the CFO, using an average of the closing mid-market share price for the five days prior to grant. These are in the

form of conditional awards over Company shares and do not carry the right to dividends or dividend equivalents during

the vesting period. The vesting date for the award is the day after the announcement of our financial year 2027 Preliminary

Results in February 2028. These awards will vest to the extent that performance targets are met and will then be held in a

nominee account for a further two years in accordance with the post-vest holding requirement, becoming unrestricted

in February 2030.


Executive Director	Type of award	Award date	Performance period	Basis of award	Maximum shares awarded	Market price per share at grant £	Face value of award at grant £000
Elie Maalouf	Conditional shares	14 May 2025	1 January 2025 to 31 December 2027	800% of salary	99,581	88.37	8,800
Michael Glover	Conditional shares	14 May 2025	1 January 2025 to 31 December 2027	500% of salary	37,589	88.37	3,322

The performance measures for the 2025–27 LTIP cycle are as outlined below. NSSG is a relative measure and is measured

to 30 September 2027, rather than 31 December 2027, due to the timing at which competitor data is published.


Measure and weighting	Threshold target (20% vesting)	Maximum target (100% vesting)
Relative TSR (20%)a	Median	Upper quartile
Relative NSSG (25%)b	NSSG of 4th ranked competitor	NSSG of 1st ranked competitor
Absolute cash flow (20%)	2.595bn USD	3.993bn USD
Adjusted EPS (25%)	6% absolute CAGR	14% absolute CAGR
Carbon and people (10%) – split between two equally weighted measures
Adoption of a set of Energy Conservation Measures (ECMs) across the owned, leased and managed (CMH) hotels – weighted average adoption	Increase of 9% points	Increase of 25% points
Talent interventionsc	30% of talent promoted	50% of talent promoted

Straight-line vesting occurs between threshold and maximum target.

a.Comparator companies for TSR are Accor S.A., Choice Hotels International Inc., Dalata Hotel Group PLC, H World Group Limited,

Hilton Worldwide Holdings Inc., Hyatt Hotels Corporation, Indian Hotels Company Limited, Jin Jiang International Holdings Company Limited,

Marriott International Inc., Melia Hotels International S.A., Minor International PCL, Scandic Hotels Group AB, Shangri-La Hotel Public Company Limited,

Whitbread PLC and Wyndham Hotels & Resorts Inc.

b.Comparator companies for NSSG are Marriott International Inc., Hilton Worldwide Holdings Inc., Accor S.A., Jin Jiang International Holdings

Company Limited, Wyndham Hotels & Resorts Inc. and Choice Hotels International Inc.

c.Threshold vesting will occur if 30% of talent who took part in the programmes between 2023 and 2025 have been promoted by 31 December 2027

and maximum vesting will occur if 50% of talent who took part in the programmes have been promoted by 31 December 2027.



152	IHG	Annual Report and Form 20-F 2025



	Directors’ Remuneration Report continued
	Annual Report on Remuneration continued

Audited

Restricted Stock Units (RSU) – 2025–27 cycle

During 2025, RSU awards were granted over shares with a maximum value of 150% of salary for the CEO and 100% of salary

for the CFO using an average of the closing mid-market share price for the five days prior to grant.

The awards are in the form of conditional awards over Company shares and do not carry the right to dividends or dividend

equivalents during the vesting period. The vesting date for the awards is the day after the announcement of our financial

year 2027 Preliminary Results in February 2028.

Vesting of restricted shares will be contingent on the satisfaction of a discretionary underpin which will be assessed by

the Committee prior to vesting. The Committee will consider the extent to which the Executive Directors have effectively

delivered IHG’s strategy across the vesting period, as well as any factors that have resulted in serious reputational damage

or significant financial loss to the Company. In making its assessment, the Committee will take into account the experience

of stakeholders, including our shareholders, owners and guests.

Vested awards will then be held in a nominee account for a further two years, becoming unrestricted in February 2030

following the two-year post-vest holding period.


Executive Director	Type of award	Award date	Performance period	Basis of award	Maximum shares awarded	Share price used to determine award size £	Face value of award at grant £000
Elie Maalouf	Conditional shares	14 May 2025	Not applicable. Underpin measured to February 2028	150% of salary	18,671	88.37	1,650
Michael Glover	Conditional shares	14 May 2025	Not applicable. Underpin measured to February 2028	100% of salary	7,517	88.37	664

Relative importance of spend on pay

The chart below sets out the actual expenditure of the Group on remuneration and distributions to shareholders in 2024 and 2025.

Operating profit from reportable segmentsa is also included as this is a significant constituent of the APP.

Expenditure of the Group on remuneration and distributions to shareholders in 2024 and 2025

+12.5%

Operating profit from

reportable segments

+7.6%

Cost of shareholder returns by

way of dividend and buybacks

+0.7%

Staff costs

a.Definitions for Non-GAAP revenue and operating profit measures can be found on pages 107 to 112. Reconciliations of these measures

to the most directly comparable line items within the Group Financial Statements can be found on pages 250 to 256.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	153

Audited

Executive Directors’ shareholdings and share interests

æ Executive Director shareholding requirement

The shareholding requirement under the Directors’ Remuneration Policy in force at the end of 2025 is 1,000% of salary

for the Chief Executive Officer and 400% for other Executive Directors. The number of shares held outright includes

all Directors’ beneficial interests and those held by their spouses and other connected persons. It also includes the net

value of unvested shares that are not subject to any further performance conditions or underpins.

The minimum shareholding requirement applies for two years post-cessation of employment or cessation as a director.

As part of this requirement, shares have been granted and all unvested awards are held in a nominee account,

with Executive Directors being required to electronically sign an agreement to the terms of the grant, including the

post-employment shareholding requirement.

2,758%

1,291%


A	Shares held outright and unvested shares not subject to performance conditions on net basis as % salary
B	LTIP and RSU shares held on net basis as % of salary
C	Guideline shareholding as % of salary

The respective shareholding requirements have been met by Elie Maalouf and Michael Glover as at 31 December 2025.

Shareholdings as a percentage of salary are calculated using the 31 December 2025 closing share price of 1,046p.

A combined tax and social security rate of 47% is used for both Michael Glover and Elie Maalouf.

Current Directors’ share interests

The APP deferred share awards are subject to continued service only and are not subject to additional performance

conditions. Details of the performance conditions to which the unvested LTIP awards are subject can be found on

pages 149 and 151 of this report and page 147 of the 2024 Directors’ Remuneration Report.

There have been no changes in the shareholding interests of the Executive Directors since the end of the financial year

up to the publication of this report.

Shares and awards held by Executive Directors at 31 December 2025


	Number of shares held outright, including those subject to post- vest holding		APP deferred share awards		LTIP share awards (unvested)		RSU share awards (unvested)		Total number of shares and awards held
Executive Director	2025	2024	2025	2024	2025	2024	2025	2024	2025	2024
Elie Maalouf	143,472	109,462	24,533	32,921	248,000	208,149	18,671	0	434,676	350,532
Michael Glover	25,505	15,675	8,825	8,064	96,074	75,023	7,517	3,474	137,921	102,236



154	IHG	Annual Report and Form 20-F 2025



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	Annual Report on Remuneration continued

Relative performance graph

The graph below shows the Company’s TSR performance from 31 December 2015 to 31 December 2025, compared with the

TSR performance achieved by the FTSE 100 over the same period. The Company is a constituent of the FTSE 100 and therefore

this index is considered relevant for comparison purposes.

History of Chief Executive Officer’s remuneration

The table below shows the CEO’s total remuneration and incentive outcomes for the 10 years to 31 December 2025.


	CEO	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025
Single figure of remuneration (£000)	Elie Maalouf	–	–	–	–	–	–	–	4,242	7,951	10,317
	Keith Barr	–	2,161	3,143	3,376	1,484	3,199	4,273	4,173	–	–
	Richard Solomons	3,662	2,207	–	–	–	–	–	–	–	–
Annual incentive earned (% of maximum)	Elie Maalouf	–	–	–	–	–	–	–	81.8	63.0	56.5
	Keith Barr	–	69.7	84.1	58.7	0	100	95.7	81.8	–	–
	Richard Solomons	63.9	66.8	–	–	–	–	–	–	–	–
LTIP earned (% of maximum)	Elie Maalouf	–	–	–	–	–	–	–	57.8	84.7	82.7
	Keith Barr	–	46.1	45.4	78.9	30.6	20	52.1	57.8	–	–
	Richard Solomons	49.4	46.1	–	–	–	–	–	–	–	–

Audited

Payments to past Directors

Sir Ian Prosser, who retired as Director on 31 December 2003, had an ongoing healthcare benefit of £2,797.62 during the year.

Payments for loss of office

No payments for loss of office were made to Executive Directors during the year to 31 December 2025.

Pension entitlements

No Executive Director is entitled to any defined benefit pension or related benefit from IHG.

Malus and clawback

Malus and clawback provisions apply to incentive plans as set out in the Directors’ Remuneration Policy, which can be found on

page 174 of the Annual Report and Form 20-F 2024. The non-exhaustive circumstances in which malus and clawback provisions

could be used include corporate failure, material misstatement, error or misrepresentation in the financial statements, an award

being made in error, action that amounts to fraud or misconduct, summary dismissal and serious reputational damage. Malus

provisions relate to unvested awards while clawback applies for the three years post-payment or vesting (including the cash

element of the APP), which is considered to be a reasonable length of time to discover and assess circumstances that would

warrant use of these provisions. The malus and clawback provisions were not enacted during 2025.

The Company has in place an incentive clawback policy in line with the SEC requirement.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	155

CEO pay ratio

Pay ratios will differ significantly between companies, even within the same industry, depending on demographics and

business models. The Group’s UK employee demographic, which primarily consisted of largely professional, management

and senior corporate roles, changed in 2019 with the addition of a number of hotel employing entities, comprising the UK

leased estate, which includes a large proportion of part-time and flexible-working support and service roles. Consistent

with past disclosures, we show the ratio both including and excluding the UK hotel employing entities.


Financial year ended 31 December		Full population			Population excluding hotel employing entities
Financial year ended 31 December	Method	25th	Median	75th	25th	Median	75th
2025	Option C	283:1	214:1	119:1	144:1	113:1	73:1
2024	Option C	228:1	169:1	95:1	119:1	92:1	59:1
2023	Option C	242:1	156:1	78:1	94:1	71:1	46:1
2022	Option C	193:1	113:1	67:1	71:1	56:1	35:1
2021	Option C	163:1	65:1	41:1	59:1	42:1	27:1
2020	Option C	89:1	44:1	25:1	35:1	26:1	18:1
2019	Option C	180:1	122:1	59:1	71:1	49:1	32:1
2018	Option C	–	–	–	72:1	48:1	29:1

The 2018–24 figures have been restated to reflect the value of the CEO’s LTIP awards on the date of actual vesting rather than the estimated

values used in the respective years’ reports.

What drives the difference

in pay between our CEO

and other employees?

Pay ratios reflect how remuneration

arrangements differ as responsibility

increases for more senior roles within

the organisation, for example:

–a greater proportion of performance-

related variable pay and share-based

incentives apply for the more senior

executives, including Executive

Directors, who will have a greater

degree of influence over performance

outcomes;

–role-specific incentive plans apply

in certain areas such as corporate

reservations, sales, hotel development

and general managers of IHG owned

& leased hotels. The target and

maximum amounts that can be

earned under these plans are typically

a higher percentage of base salary

for more senior employees, which

in turn affect the pay ratio; and

–incentive plans for other corporate

employees are typically primarily

based on a combination of individual

performance and the Group’s

operating profit from reportable

segments.

The increase in ratio since 2020 reflects

the strong performance of the business

and the resulting increases in variable

pay outcomes, and revisions to the

Policy, including higher bonus award

levels for Executive Directors. Overall,

on this basis, the Company believes that

the median pay ratio for the relevant

financial year is consistent with the pay,

reward and progression for the

Company’s UK employees taken as

a whole.

Calculation methodology

and supporting information

Option C has been selected for the

identification of the percentile employees.

IHG prefer to use this method as we are

able to produce the most accurate total

remuneration figure for all UK employees

on a basis comparable with the statutory

reporting for Executive Directors using

the most recently available data at the

time of producing the Annual Report.

Specifically, this involves:

–compiling all monthly payroll data

for all UK employees from 1 January to

31 December 2025 detailing complete

variable and fixed remuneration,

including pension and taxable benefits

such as company car allowance and

healthcare; and

–valuing APP for the corporate

workforce based on actual 2025

Company performance metrics,

with no adjustment to that for individual

performance, as actual outcomes

for this element of the award are

not known at the time of writing this

report, so that it reflects as much of

the same input as for the CEO data

as possible at the time of calculation.

In practice, personal performance

outcomes are subject to manager

discretion and awards can be flexed

between 0% and 200% of target.

Option C requires three UK employees

to be identified as the equivalent of the

25th, 50th and 75th percentile. Having

identified these employees based on

the population as at 31 December 2025,

the remuneration for 2025 is calculated

on the same basis as the CEO single

total figure of remuneration.

The pay arrangements for the six

employees – three from the full population

and three from the population excluding

hotel employing entities – were reviewed

alongside those for the employees ranked

immediately above and below them to

confirm that they were representative

of pay levels at these quartiles. The 2025

salary and total pay for the individuals

identified at the lower, median and

upper quartiles are set out below:


Year		25th percentile pay ratio	Median pay ratio	75th percentile pay ratio
Financial year ended 31 December 2025 – Full population	Salary £	£29,121	£43,429	£67,776
Financial year ended 31 December 2025 – Full population	Total remuneration £	£36,547	£48,216	£86,814
Financial year ended 31 December 2025 – Excluding hotel employing entities	Salary £	£54,845	£69,189	£103,000
	Total remuneration £	£71,952	£91,732	£142,344



156	IHG	Annual Report and Form 20-F 2025



	Directors’ Remuneration Report continued
	Annual Report on Remuneration continued

Audited

Single total figure of remuneration: Non-Executive Directors


			Fees £000		Taxable benefits £000		Totala Rounded to the nearest £000
Non-Executive Director	Date of original appointment	Additional/ Committee appointments	2025	2024	2025	2024	2025	2024
Deanna Oppenheimer	1 June 2022	N, R	509	494	51	56	560	550
Graham Allan	1 September 2020	A, N, RB, SID	144	140	3	2	147	142
Arthur de Haast	1 January 2020	A, RB	90	87	3	5	93	92
Duriya Farooqui	7 December 2020	VoE, A, RB	100	93	11	17	111	110
Byron Grote	1 July 2022	A, N, R	119	116	3	4	122	120
Sir Ron Kalifa	1 January 2024	A, R	90	87	6	4	95	91
Angie Risley	1 September 2023	N, R, RB	119	116	17	20	136	136
Sharon Rothstein	1 June 2020	A, RB	90	87	26	21	116	108

a.Sum of individual items may differ from totals due to values being shown to nearest £1,000.


+	See page 119 for Board and Committee membership key and page 117 for attendance.

Benefits: For Non-Executive Directors, benefits include taxable travel and accommodation expenses to attend Board

meetings away from the designated home location. Under UK income tax legislation, the non-UK based Non-Executive

Directors are not subject to tax on some travel expenses; this is reflected in the taxable benefits for Deanna Oppenheimer,

Duriya Farooqui and Sharon Rothstein.

Non-Executive Directors’ shareholdings at 31 December 2025


Non-Executive Director	2025	2024
Deanna Oppenheimera	7,000	7,000
Graham Allan	600	600
Arthur de Haast	1,000	1,000
Duriya Farooquia	200	200
Byron Grotea	7,800	6,800
Sir Ron Kalifa	679	679
Angie Risley	848	848
Sharon Rothsteina	2,000	2,000

a.Shares held in the form of American Depositary Receipts (ADRs).

There have been no changes in the shareholdings from the end of the financial year to the publication of this report for

Non-Executive Directors who have remained in role.

Non-Executive Director fees for 2026

The fees for Non-Executive Directors are reviewed and agreed annually in line with the Policy. Increases for 2026 are in

line with those for the wider UK and US corporate workforce budget. The resulting fee levels that will be effective from

1 January 2026 are as follows, with each element independently rounded to the nearest £1,000:


		Annual fee
		2026	2025
Role	Increase	£000	£000
Chair of the Board	2.0%	519	509
Non-Executive Director	2.0%	91	90
Additional fees
Chair of Audit Committee	2.0%	31	30
Chair of Remuneration Committee	2.0%	31	30
Chair of Responsible Business Committee	2.0%	16	16
Senior Independent Director	2.0%	40	39
Voice of the Employee role	2.0%	11	10


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	157

Annual percentage change in remuneration of Directors compared to employees

The table below shows the percentage change in each Director’s remuneration compared to that of an average employee

between the financial years ended 31 December 2020 to 31 December 2025.

The 2025 remuneration figures for the Directors are taken from the data used to compile the single total figure of remuneration

tables shown on pages 148 and 156, prior to any rounding. No employees are directly employed by the Group’s Parent Company,

so the average employee data is based on the same UK corporate employee population as that on which the CEO pay ratio

is calculated.

All corporate employees have the same corporate performance metrics for the APP as the Executive Directors; however,

for corporate employees below Executive Committee level, awards may be adjusted based on individual performance,

the results of which are not available at the time of reporting. For average employee data, we assume that no adjustment to

company performance is made in respect of individual performance. Non-Executive Directors are not eligible to participate

in any variable remuneration plans.



	Salary					APP					Taxable benefits
Executive Director	2021	2022	2023	2024	2025	2021	2022	2023	2024	2025	2021	2022	2023	2024	2025
Elie Maalouf	22%	4%	21%	19%	7%	100%	(1)%	(15)%	(8)%	44%	91%	12%	247%	111%	(6)%
Michael Glover	–	–	–	–	3%	–	–	–	–	15%	–	–	–	–	7%
Non-Executive Director
Deanna Oppenheimer	–	–	–	4%	3%	N/A	N/A	N/A	N/A	N/A	–	–	–	69%	(9)%
Graham Allan	–	49%	13%	6%	3%	N/A	N/A	N/A	N/A	N/A	–	684%	108%	(36)%	18%
Arthur de Haast	18%	4%	3%	4%	3%	N/A	N/A	N/A	N/A	N/A	(1)%	1706%	28%	(16)%	(33)%
Duriya Farooqui	–	4%	3%	11%	8%	N/A	N/A	N/A	N/A	N/A	–	100%	10%	15%	(35)%
Byron Grote	–	–	–	9%	3%	N/A	N/A	N/A	N/A	N/A	–	–	–	(26)%	(32)%
Sir Ron Kalifa	–	–	–	–	3%	N/A	N/A	N/A	N/A	N/A	–	–	–	–	48%
Angie Risley	–	–	–	–	3%	N/A	N/A	N/A	N/A	N/A	–	–	–	–	(15)%
Sharon Rothstein	–	4%	3%	4%	3%	N/A	N/A	N/A	N/A	N/A	–	100%	(10)%	159%	22%
Average employee	3%	14%	8%	5%	5%	100%	(6)%	(9)%	(5)%	(10)%	(11)%	5%	20%	15%	17%

Notes

–The Remuneration Committee approved an additional fee of £10,000 for the Voice of the Employee Non-Executive Director

role for Duriya Farooqui with effect from 1 June 2024.

–Byron Grote was appointed Chair of the Audit Committee with effect from 1 March 2023.

–Elie Maalouf took on the role of Group CEO on 1 July 2023 and therefore his percentage change between 2023 and 2024

reflects a period during 2023 in his previous CEO, Americas role.

–The increase in salary for Elie Maalouf and increases in APP for Elie Maalouf and Michael Glover are driven primarily by revised

remuneration under the revised Policy approved in 2025.



158	IHG	Annual Report and Form 20-F 2025



	Directors’ Remuneration Report continued
	Annual Report on Remuneration continued

Committee areas of focus

in 2025

–Approval of the 2024 Directors’

Remuneration Report.

–Review and approval of 2024

remuneration outcomes and 2025

incentive plan structures and targets.

–In-year Company and relative

performance tracking.

–Review and adjustment of in-flight

LTIP targets in alignment with our

Journey to Tomorrow strategy.

–Wider workforce remuneration

matters.

–Completion of the review of

Directors’ Remuneration Policy

and implementation.

–Shareholder engagement process.

–Review of Committee Terms of

Reference and effectiveness.

Key objectives and

summary of responsibilities

The Committee approves, on behalf of

the Board, all aspects of remuneration

for the Executive Directors, the

Executive Committee and the Chair

of the Board, and also approves the

strategy, direction and policy for the

remuneration of the senior executives

who have a significant influence over

the Group’s ability to meet its strategic

objectives. Additionally, the Committee

reviews wider workforce pay policies

and practice to ensure alignment

with strategy, values and behaviours

and takes this into account when setting

Executive Director remuneration. The

Committee’s role and responsibilities

are set out in its Terms of Reference

(ToR), which are reviewed annually

and approved by the Board.


+	The ToR are available on IHG’s website at ihgplc.com/investors under Corporate governance.

Membership and

attendance at meetings

The members of the Committee

during 2025 were Angie Risley (Chair),

Deanna Oppenheimer, Byron Grote

and Sir Ron Kalifa. Details of the

attendance at Committee meetings

are set out on page 117.

During 2025, the Committee was

supported internally by the Company

Chair, the Group’s CEO and CFO,

the General Counsel and Company

Secretary, and senior members of the

Human Resources and Reward teams

as necessary. All attend by invitation to

provide further background information

and context to assist the Committee

in its duties. They are not present for

any discussions that relate directly

to their own remuneration or where

their attendance would not otherwise

be appropriate.

Reporting to the Board

The Committee Chair updates the Board

on all key issues raised at Committee

meetings. Papers and minutes for each

meeting are also circulated to all Board

members for review and comment.

Non-Executive Directors’

letters of appointment

and notice periods

Non-Executive Directors have letters

of appointment, which are available

upon request from the Company

Secretary’s office.

In accordance with Provision 40 of

the UK Corporate Governance Code,

Deanna Oppenheimer, Non-Executive

Chair, is subject to 12 months’ notice

and, in compliance with Provision 19

of the UK Corporate Governance

Code, has not held the position of

Non-Executive Chair for beyond nine

years from her appointment. No other

Non-Executive Directors are subject

to notice periods; all Non-Executive

Directors are subject to an annual re-

election by shareholders at the AGM.

Effectiveness of

the Committee

In 2025, the Committee’s effectiveness

was reviewed as part of the internal

Board performance review process. The

Committee concluded that it remains

effective and meets its responsibilities

well. Focus areas identified included

continued member skill development

and awareness of wider workforce pay.

Advisers

IHG appointed Willis Towers Watson

(WTW) to act as independent adviser to

the Committee in 2024, following a

competitive tender process undertaken

by the Committee.

WTW is a member of the Remuneration

Consultants Group and, as such, operates

under the code of conduct in relation

to executive remuneration consulting

in the UK. The Committee is therefore

satisfied that the advice received from

its advisers is objective and independent.

Fees of £230,108 plus VAT were paid to

WTW in respect of the advice provided

to the Committee in relation to Director

remuneration in 2025. Fees were charged

at a combination of fixed amounts for

specific items of work and hourly rates.

Approach to target setting

Targets are set by the Committee,

taking into account IHG’s growth

algorithm and long-range business

plan as approved by the Board, market

expectations and the circumstances

and relative performance at the time.

The Committee sets stretching targets

for senior executives that will reflect

successful outcomes for the business

based on its strategic and financial

objectives for the period.

Absolute targets may be set relative

to budget and/or by reference to

prior results, generally containing a

performance range with additional

stretch to incentivise outperformance

and minimum performance levels

for payout.

Relative targets are set against an

appropriate comparator group of

companies for the relevant measure,

for example, relative NSSG in the

LTIP was set against our six largest

competitors with more than 500,000

rooms, to reflect our strategy of

accelerating the growth of our brands

in high-value markets.

Performance will be reviewed

throughout the period in which it is

applicable for, and if any amendments

are required, this will be disclosed in

the Directors’ Remuneration Report

for the year in which the amendment

has been agreed.

Board changes

There were no changes to the

composition of the Board during 2025.

As announced on 15 December 2025,

Nicholas Cadbury will join the Board on

1 March 2026. His fees will be aligned

with the 2026 rates on page 156.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	159

Wider workforce

remuneration and

employee engagement

As outlined on page 146, IHG operates

an aligned approach to remuneration

throughout the organisation. During the

year, the Committee reviewed aspects

of the Company’s wider workforce

remuneration approach as part of its

regular meeting agenda.

The Company engaged with the

workforce through its employee

engagement survey, which covers

a number of areas, including pay and

benefits competitiveness and wellness.

Our overall employee engagement

remained at 87% for 2025, placing

IHG in the top quartile of employers

for engagement.

During 2025, the Chair of the Committee

joined UK and US employee engagement

sessions to meet directly with members

of IHG’s corporate workforce, with the aim

of collating and sharing such feedback

with the Board for consideration in

its decision-making. No concerns were

raised regarding Executive Director

remuneration or how it aligns with the

wider IHG remuneration principles.

Service contracts

and notice periods for

Executive Directors

The Committee’s policy is for all

Executive Directors to have service

contracts with a notice period of

12 months from the Company and

a notice period of six months for the

employee. On an exceptional basis

to complete an external recruitment

successfully, a longer initial notice

period reducing to 12 months may

be used. This is in accordance with

Provision 40 of the UK Corporate

Governance Code.

All Executive Directors’ appointments

and subsequent reappointments to

the Board are subject to election and

annual re-election by shareholders

at the AGM.

Details of current Executive Directors’

contracts are available on request

from the Company Secretary’s office.

The respective dates of appointment

and notice periods are shown below:


Executive Director	Date of original appointment to the Board	Notice period
Elie Maalouf	1 January 2018	12 months
Michael Glover	20 March 2023	12 months

Voting on remuneration at the Company’s AGM

The outcomes of the latest remuneration votes are shown below:


AGM	Votes for	Votes against	Abstentions
Directors’ Remuneration Report (advisory vote): 8 May 2025	97,581,504 (79.00%)	25,940,873 (21.00%)	587,107
Directors’ Remuneration Policy (binding vote): 8 May 2025	83,101,700 (69.51%)	36,445,863 (30.49%)	4,561,922

Implementation of Directors’ Remuneration Policy in 2026

This section explains how certain elements of the Policy will be applied in 2026.

Salary: Executive Directors

Directors’ salaries are agreed annually in line with the Policy. The following salaries will apply with effect from 1 April 2026:


	Increase	2026	2025
Executive Director	%	£	£
Elie Maalouf	2.0	1,122,000	1,100,000
Michael Glover	2.0	677,600	664,350

Salaries for both Executive Directors will increase by 2.0% in line with the budget for the wider UK and US corporate workforce.

RSU 2025

RSU awards will be granted to Executive Directors in 2026. The following underpin will apply, which is the same as the underpin

for the 2025 awards:

–Vesting of restricted shares will be contingent on the satisfaction of a discretionary underpin, which will be assessed by the

Committee prior to vesting. The Committee will consider the extent to which the Executive Directors have effectively delivered

IHG’s strategy across the vesting period, as well as any factors that have resulted in serious reputational damage or significant

financial loss to the Company.

–In making its assessment, the Committee will take into account the experience of stakeholders, including our shareholders,

owners and guests. Following the vesting date for each award cycle, the Committee will disclose its considerations in

assessing the underpin in the relevant Directors’ Remuneration Report.



160	IHG	Annual Report and Form 20-F 2025



	Directors’ Remuneration Report continued
	Annual Report on Remuneration continued

Implementation of Directors’ Remuneration Policy in 2026 continued

APP 2026 and LTIP 2026–28 performance measures and targets

APP

The APP measures for 2026 will be operating profit from reportable segments (70%), room signings and Net System Size Growth

(NSSG) (15% each).

The previously used room openings measure will be replaced with an absolute NSSG measure. This change aims to ensure that

management are focused not only on adding new rooms, but also on retaining existing ones, thereby growing our overall system

size. While the LTIP also includes an NSSG measure, the APP target is absolute and drives growth against our business targets

within the year. In contrast, the LTIP target provides a relative, long-term measurement against our closest peers. The Committee

believes that having NSSG targets in both the APP and the LTIP will incentivise both short-term performance on an absolute

basis and longer-term growth on a relative basis.

The following table sets out the measures, definitions and weightings for the 2026 APP. Details of the targets are sensitive

and will be disclosed alongside the performance achieved in the 2026 Directors’ Remuneration Report.


Measure	Definition	Weighting
Operating profit from reportable segments	A measure of IHG’s operating profit from reportable segments for the year	70%
Room signings	Absolute number of new room signings	15%
NSSG	Absolute Net System Size Growth	15%

LTIP

Measures for the 2026–28 cycle are

relative Total Shareholder Return (20%);

relative net system size growth (25%);

cash flow (20%); adjusted earnings

per share (EPS) (25%); and carbon

and people metrics (10%). These are

the same categories of metric used

for the 2025–27 cycle.

The rationale for the inclusion of

each of the LTIP metrics is as follows:

–Relative Total Shareholder Return –

reflects our aim to deliver competitive

shareholder returns as well as aligning

the interests of Executive Directors

with those of shareholders;

–Relative net system size growth

(NSSG) – measured relative to our

closest competitors, NSSG reflects

our industry-leading growth in our

scale ambition;

–Cash flow – as a metric, it measures

our ability to deliver consistent,

sustained growth in cash flows

and profits over the long-term;

–Carbon and people – aligned to

our decarbonisation strategy, the

carbon measure relating to Energy

Conservation Measures (ECMs)

is focused on supporting owners of

new-build and conversion re-use hotels

to reduce energy costs and drive better

hotel performance via adoption of

ECMs. The people measure relates

to our primary hotel leadership

programme, Journey to GM, to focus

attention on developing high-quality

talent to fuel our long-term growth; and

–Adjusted EPS – a key business metric,

prominent in company results reporting

and commonly used for valuation

purposes. It provides a measure of the

efficiency of the capital structure, in

that returns of capital can be captured

within Adjusted EPS performance, as

well as promoting further alignment

with shareholder experience.

How are performance targets set?

The targets for the 2026–28 LTIP

have been set by the Committee,

taking into account IHG’s long-range

business plan, market expectations

and the circumstances and relative

performance with the aim of setting

stretching targets for senior executives,

which will reflect successful outcomes

for the business based on its long-term

strategic objectives.

Aligned with the medium- to long-term

aspirations of our growth algorithm

and with EPS consensus forecasts at

the time that the Committee set them,

the Adjusted EPS targets for the

2026–28 cycle are unchanged from

the 2025–27 targets following the

increase to the targets for that cycle.

Analysis showed that the range sits at

the upper quartile relative to other FTSE

100 companies. While performance for

recent cycles has been strong, a lower

RevPAR growth environment, heightened

competition and normalisation of growth,

and more moderate consensus estimates

and internal forecasts led the Committee

to determine that the range should

remain in line with the targets for the

2025–27 cycle.

Adjusted EPS targets incorporate

assumed share buybacks as part of our

ongoing shareholder return programme,

so the Committee would not expect

to adjust performance outcomes

at the end of the performance period

for buybacks made during the cycle.

Threshold performance will result in

20% vesting, maximum performance

will result in 100% vesting, with straight-

line vesting in between threshold

and maximum.

The details of the targets for the

2026–28 LTIP cycle are set out in

the table on the following page.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	161


Measure	Definition	Weighting	Targets
Relative Total Shareholder Return (TSR)	IHG’s performance against a comparator group of global hotel companies against which TSR outcomes are measured: Accor S.A., Choice Hotels International Inc., H World Group Limited, Hilton Worldwide Holdings Inc., Hyatt Hotels Corporation, Indian Hotels Company Limited, Jin Jiang International Holdings Company Limited, Marriott International Inc., Melia Hotels International S.A., Minor International PCL, Scandic Hotels Group AB, Shangri-La Hotel Public Company Limited, Whitbread PLC and Wyndham Hotels & Resorts Inc.	20%	Threshold: Median of comparator group Maximum: Upper quartile of comparator group
Relative net system size growth	IHG’s aggregated compound annual growth rate (CAGR) against our six largest competitors with more than 500,000 rooms: Marriott International Inc., Hilton Worldwide Holdings Inc., Accor S.A., Jin Jiang International Holdings Company Limited, Wyndham Hotels & Resorts Inc. and Choice Hotels International Inc. Targets will be set based on increased room count that is consistent with the relevant company’s business plan objectives and practice as at the start of the LTIP cycle.	25%	Threshold: Fourth ranked competitor excluding IHG Maximum: First ranked competitor excluding IHG
Absolute cash flow	Cumulative annual cash generation over the three-year performance period. Absolute cash flow includes reported cash flow from operations and net cash from investing activities.	20%	Threshold: $2.706bn Maximum: $4.163bn
Carbon and people	1. Planet Adoption of Energy Conservation Measures (ECMs) in new-build and conversion re-use hotels. 2. Talent interventions Impact of our Journey to GM (J2GM) talent programme.	10% (5% each)	1. Threshold: 78% adoption of ECMs Maximum: 86% adoption of ECMs 2. Threshold: 30% of talent who took part in the J2GM programme commencing between 2024 and 2026 have been promoted by 31 December 2028 Maximum: 50% of talent who took part in the J2GM programme commencing between 2024 and 2026 have been promoted by 31 December 2028
Adjusted earnings per share (EPS)	Absolute compound annual growth rate (CAGR).	25%	Threshold: 6% per annum CAGR Maximum: 14% per annum CAGR

Angie Risley

Chair of the Remuneration Committee

11 February 2026



162	IHG	Annual Report and Form 20-F 2025



	Statement of Compliance

Our statement of compliance summarises how the Group has applied the principles of the 2024 UK Corporate Governance

Code (available at frc.org.uk/library/standards-codes-policy/corporate-governance/uk-corporate-governance-code/

under UK Corporate Governance Code), as published in January 2024 (the Code), and comments on compliance with

the Code’s provisions.

This should be read in conjunction with the Strategic Report on pages 4 to 114, and Governance, including the Directors’

Remuneration Report, on pages 138 to 161, as a whole.

The Board considers that the Group has complied in all material respects with the Code’s provisions for the year ended

31 December 2025.

1.Board Leadership

and Company Purpose

A. The role of the Board

The Board continues to lead the

Group’s strategic direction and long-

term objectives. Further responsibilities

of the Board are set out on page 122.

The Board met eight times during 2025

and all Directors continue to act in what

they consider to be the best interests

of the Company, consistent with their

statutory duties. Further details of 2025

Board meetings, including information

on matters discussed and decisions

taken by the Board, are set out on

pages 123 to 125; attendance information

is on page 117; and skills and experience

and biographical information is on

pages 118 to 119.

A description of IHG’s business model

and the factors contributing to its

resilience is set out on pages 24 to 29.

An assessment of the principal risks

facing the Group is included on

pages 48 to 53.

Potential conflicts of interest are reviewed

annually, and powers of authorisation

are exercised in accordance with the

Companies Act and the Company’s

Articles of Association.

During the year, if any Director has

unresolved concerns about the operation

of the Board or the management of

the Company, these would be recorded

in the minutes of the meeting.

B. The Company’s purpose,

values and strategy

Our purpose is to provide True Hospitality

for Good. A description of our culture is

set out on pages 56 to 59 and information

on the Board’s assessment of how the

culture has been embedded is included

on page 116. A summary of the Board’s

activities in relation to the Voice of the

Employee is included on page 135.

Information on the Group’s approach

to rewarding its workforce, underpinned

by its embedded performance culture,

is contained on pages 145 to 147.

C. Board decisions and outcomes

References to the outcomes of Board

decisions are included throughout

this report. For example, information

on the outcomes of, and change

delivered by, the Board’s endorsement

of a performance culture is included

on pages 62 and 145. Details of the

outcome of the decision to acquire

the Ruby brand are set out on pages

13 and 33. The summary of decisions

made by the Board on pages 124 and

125 also illustrates the outcomes of

those decisions.

D. Shareholders and stakeholders

The Board engaged actively throughout

2025 with shareholders and other

stakeholders. Information on the

extensive consultation exercise with

shareholders in respect of the Directors’

Remuneration Policy approved during

the year is included on pages 139

and 142.

Information on the Board’s consideration

of and engagement with other

stakeholders, including employees,

suppliers, hotel owners and guests,

is included on pages 124 to 126.

E. Workforce policies and practices

The Board has overarching responsibility

for the Group’s workforce policies

and practices and delegates day-to-day

responsibility to the CEO and Chief

Human Resources Officer to ensure that

they are consistent with the Company’s

values and support its long-term success.

Employees are able to report matters

of concern confidentially through

our Confidential Disclosure Channel.

The Board routinely reviews reports

generated from the disclosures and

ensures that arrangements are in place

for investigation and follow-up action

as appropriate.

2.Division of Responsibilities

F. The Chair

Deanna Oppenheimer leads the

operation and governance of the

Board and its Committees.

Deanna commenced as Chair in

September 2022 and was independent

on appointment.

G. Board composition

The size and composition of the Board

and its Committees are kept under

review by the Nomination Committee

to ensure the appropriate combination

of Executive and Non-Executive

Directors. Details of the composition

of the Board and Committees are

available on pages 118 and 119.

At least half of the Board, excluding

the Chair, are Independent Non-

Executive Directors. Neither of the

Executive Directors has a non-executive

director role or other significant

appointment.

H. Non-Executives

Non-Executive Director terms

of appointment outline IHG’s time

commitment expectations required

to fulfil their role.

The commitments of each Director are

included in the Directors’ biographical

details on pages 118 and 119. Details of

Non-Executive Director appointment

terms are set out on page 158.

The time each Non-Executive

Director dedicates to IHG, including

consideration of other appointments,

is reviewed annually as part of

the performance review of Directors

(see page 127). The Chair led the

reviews in 2025 and was satisfied

that the Non-Executive Directors’

other duties and time commitments

do not conflict with those as Directors.

Graham Allan, as the Senior

Independent Non-Executive Director,

provides a sounding board for the

Chair and serves as an intermediary for

the other Directors and shareholders.

Graham also led the annual performance

review of the Chair (see page 127).

After each Board meeting, Non-Executive

Directors and the Chair meet without

Executive Directors being present.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	163

I. Policies, processes,

information and resources

The Chair and Company Secretary ensure

that the Board and its Committees have

the necessary policies and processes

in place and that they receive timely,

accurate and clear information. The Board

and its Committees also have access to

the Company Secretary, independent

advice and other necessary resources,

at the Company’s expense. They receive

the administrative and logistical support

of a full-time executive assistant.

3.Composition, Succession

and Evaluation

J. Appointments

Appointments to the Board are

led by the Nomination Committee in

accordance with its Terms of Reference

(available on our website at ihgplc.com/

investors under Corporate governance).

The Nomination Committee also supports

the Board in succession planning for the

Board and senior management. Further

details of the role of the Nomination

Committee and what it did in 2025 are

in the Nomination Committee Report

on pages 136 to 137.

The overall process of appointment

and removal of Directors is overseen

by the Board as a whole.

All of the Directors retire and seek

election or re-election at each AGM.

K. Skills

Details of the skills, experience and

biographical information of the Board

are set out on pages 118 and 119.

The Chair and Company Secretary ensure

that new Directors receive a full induction,

and that all Directors have the requisite

knowledge and familiarity with the Group

to fulfil their role.

The length of service of Non-Executive

Directors is reviewed regularly.

L. Annual performance review

The Board undertakes either an internal

or external annual Board performance

review. In 2025, the Board undertook

an internal performance review. Details

of the process and results of the review

are included on page 127.

Performance reviews of Directors,

including the Chair, are also carried out

on an annual basis. Directors’ biographies

are set out on pages 118 and 119, and

details of performance reviews carried

out in 2025 are on page 127.

4.Audit, Risk and

Internal Control

M. Audit functions

The Audit Committee is comprised

entirely of Independent Non-Executive

Directors (see page 117 for membership

details).

Byron Grote, the Audit Committee’s

Chair, has recent and relevant financial

experience, and the Committee as a

whole has competence relevant to the

sector in which we operate. Details of

the Committee’s role, responsibilities

and activities are set out on pages

128 to 133.

The Audit Committee reviewed the

effectiveness of the Group’s Internal

Audit function and also assessed

PricewaterhouseCoopers LLP’s

performance during 2025, including

its independence and effectiveness.

Details of these reviews are set out

in the Audit Committee Report on

pages 129 to 131.

N. Assessment of the Company’s

position and prospects

The Statement of Directors’

Responsibilities (including the Board’s

statement confirming that it considers

that the Annual Report and Form 20-F,

taken as a whole, is fair, balanced and

understandable and provides the

information necessary for shareholders

to assess the Group’s position,

performance, business model and

strategy) is set out on page 165.

The status of IHG as a going concern

is set out in the Directors’ Report on

page 263. An explanation of the Group’s

performance, business model, strategy

and the risks and uncertainties relating

to IHG’s prospects, including the

viability of the Group, is set out in the

Strategic Report on pages 4 to 114.

O. Risk management

The Board determines the nature

and extent of the principal risks the

organisation is willing to take to achieve

its strategic objectives. The Board

completed an assessment of the

principal and emerging risks facing the

Group during the year, including those

risks that would threaten the Group’s

business model, future performance,

solvency or liquidity and reputation

(see pages 48 to 53 for further details

of the principal risks). The Board and

Audit Committee monitor the Group’s

risk management and internal

control framework and conduct an

annual review of its effectiveness.

Throughout the year, the Board has

directly, and through delegated authority

to the Executive Committee and

the Audit Committee, overseen and

reviewed the operation of the Group’s

risk management and internal control

framework, including the material

controls across financial, operational,

reporting and compliance areas.

See pages 46 to 53 and 128 to 133.

In making this assessment, the Board

recognises that risk and control remain

dynamic and that any framework of

internal control has inherent limitations.

5.Remuneration

P. Remuneration policies

and practices

The Remuneration Committee is

responsible for developing policy

on executive remuneration and

determining remuneration packages

of Directors and senior management.

The Directors’ Remuneration Report

is set out on pages 138 to 161. Details

of the Remuneration Committee’s

focus areas during 2025 are set out on

page 158, and its membership details

are on pages 118 and 119. A summary

of the Company’s malus and clawback

provisions is included on page 154.

Q. Procedure for developing

policy on executive remuneration

Details of how the Directors’

Remuneration Policy (DR Policy) was

implemented in 2025 are set out

on pages 142 to 144. The DR Policy

was reviewed and put to vote during

2025. Details of how it was developed

and the related shareholder

consultation are set out on page 142.

During 2025, no individual Director

was involved in deciding his or her

own remuneration outcome.

R. Independent judgement

and discretion

The Remuneration Committee has

formal discretions in place in relation

to outcomes under the Deferred Award

Plan rules, and these are disclosed as

part of the DR Policy. When determining

outcomes under incentive plans,

the Committee considers whether

it is appropriate to adjust outcomes

under these discretions, taking account

of the Group’s performance, relative

performance against competitors

and other relevant factors. Information

on the Remuneration Committee’s

consideration of the use of discretion

during 2025 is set out on pages

148 to 161.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	165



	Statement of Directors’ Responsibilities

Financial Statements

and accounting records

The Directors are required to prepare

the Annual Report and Form 20-F and the

Financial Statements for the Company

and the Group at the end of each financial

year in accordance with applicable law

and regulations. Under company law,

directors must not approve the Financial

Statements unless they are satisfied that

they give a true and fair view of the state

of affairs of the Company and the Group

and the profit or loss of the Group for

that period. The Directors have prepared

the Consolidated Financial Statements in

accordance with UK-adopted international

accounting standards and IFRS Accounting

Standards as issued by the International

Accounting Standards Board. The Company

Financial Statements have been prepared

in accordance with UK accounting standards,

comprising Financial Reporting Standard 101

‘Reduced Disclosure Framework’ (‘FRS 101’),

and applicable law.

In preparing these Financial Statements,

IHG Directors are required to:

–select suitable accounting policies

and apply them consistently;

–make judgements and accounting

estimates that are reasonable;

–state whether the Consolidated

Financial Statements have been

prepared in accordance with

UK-adopted international accounting

standards;

–state for the Company Financial

Statements whether applicable UK

accounting standards, comprising

FRS 101, have been followed; and

–prepare the Financial Statements

on the going concern basis unless

it is inappropriate to presume that

the Company and the Group will

continue in business.

The Directors have responsibility

for ensuring that the Company and

the Group keep adequate accounting

records sufficient to show and explain the

Company’s and the Group’s transactions,

and which disclose with reasonable

accuracy the financial position of the

Company and the Group to enable them

to ensure that the Financial Statements

and the Directors’ Remuneration Report

comply with the Companies Act 2006.

The Directors are also responsible for the

system of internal control, for safeguarding

the assets of the Company and the Group,

and taking reasonable steps to prevent

and detect fraud and other irregularities.

Disclosure Guidance

and Transparency Rules

The Board confirms that to the best

of its knowledge:

–The Consolidated Financial Statements

have been prepared in accordance with

UK-adopted international accounting

standards, and IFRS Accounting Standards

as issued by the International Accounting

Standards Board, and give a true and fair

view of the assets, liabilities, financial

position and profit or loss of the Group

taken as a whole;

–The Company Financial Statements have

been prepared in accordance with UK

accounting standards, comprising FRS 101,

and give a true and fair view of the assets,

liabilities and financial position of the

Company; and

–The Annual Report, including the

Strategic Report, includes a fair review

of the development and performance

of the business and the position of

the Company and the Group taken as

a whole, together with a description

of the principal risks and uncertainties

that it faces.

UK Corporate Governance Code

Having taken advice from the Audit

Committee, the Board considers that this

Annual Report and Form 20-F, taken as a

whole, is fair, balanced and understandable

and that it provides the information

necessary for shareholders to assess the

Company’s and the Group’s position and

performance, business model and strategy.

Disclosure of information to Auditor

The Directors who held office as at the date

of approval of this report confirm that they

have taken steps to make themselves aware

of relevant audit information (as defined by

Section 418(3) of the Companies Act 2006).

None of the Directors are aware of any relevant

audit information that has not been disclosed

to the Company’s and Group’s Auditor.

Management’s report on internal

control over financial reporting

Management is responsible for

establishing and maintaining adequate

internal control over financial reporting

for the Group, as defined in Rule 13a–15(f)

and 15d–15(f) under the Securities Exchange

Act of 1934 as a process designed to

provide reasonable assurance regarding

the reliability of financial reporting and

the preparation of financial statements for

external purposes in accordance with IFRSs.

The Group’s internal control over financial

reporting includes policies and procedures that:

–pertain to the maintenance of records

that, in reasonable detail, accurately and

fairly reflect the Group’s transactions

and dispositions of assets;

–are designed to provide reasonable

assurance that transactions are recorded

as necessary to permit the preparation of

the Consolidated Financial Statements in

accordance with UK-adopted international

accounting standards and International

Financial Reporting Standards as issued

by the International Accounting Standards

Board, and that receipts and expenditure

are being made only in accordance with

authorisation of management and the

Directors of the Company; and

–provide reasonable assurance regarding

prevention or timely detection of

unauthorised acquisition, use or disposition

of the Group’s assets that could have a

material effect on the Consolidated

Financial Statements.

Any internal control framework has inherent

limitations and internal control over financial

reporting may not prevent or detect

misstatements. Also, projections of any

evaluation of effectiveness to future periods

are subject to the risk that controls may

become inadequate because of changes in

conditions, or the degree of compliance with

the policies or procedures may deteriorate.

Management has undertaken an

assessment of the effectiveness of the

Group’s internal control over financial

reporting at 31 December 2025 based on

criteria established in the Internal Control-

Integrated Framework issued by the

Committee of Sponsoring Organizations of

the Treadway Commission (2013 Framework).

Based on this assessment, management

has concluded that as at 31 December 2025,

the Group’s internal control over financial

reporting was effective.

During the period covered by this document,

there were no changes in the Group’s

internal control over financial reporting that

have materially affected or are reasonably

likely to materially affect the effectiveness of

the internal controls over financial reporting.

The Group’s internal control over

financial reporting at 31 December 2025,

together with the Group’s Consolidated

Financial Statements, were audited

by PricewaterhouseCoopers LLP, an

independent registered public accounting

firm. Their auditor’s report can be found

on page 174.

For and on behalf of the Board

Elie Maalouf

Chief Executive Officer

16 February 2026

Michael Glover

Chief Financial Officer

16 February 2026



174	IHG	Annual Report and Form 20-F 2025



	Independent Auditor’s US Report

Report of Independent Registered Public

Accounting Firm

To the Board of Directors and

Shareholders of InterContinental

Hotels Group PLC

Opinions on the Financial

Statements and Internal Control

over Financial Reporting

We have audited the accompanying

Group statements of financial position

of InterContinental Hotels Group PLC

and its subsidiaries (the “Group”) as of

31 December 2025 and 2024, and the

related Group income statements and

Group statements of comprehensive

income, changes in equity and cash flows

for each of the three years in the period

ended 31 December 2025, including the

accounting policies, the related notes and

Schedule 1: condensed parent company

financial information, as of 31 December

2025 and 2024 and for each of the three

years in the period ended 31 December

2025, appearing on pages 288 to 291

(collectively referred to as the “Financial

Statements”). We also have audited the

Group’s internal control over financial

reporting as of 31 December 2025, based

on criteria established in Internal Control –

Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations

of the Treadway Commission (COSO).

In our opinion, the Financial Statements

referred to above present fairly, in all

material respects, the financial position

of the Group as of 31 December 2025

and 2024, and the results of its operations

and its cash flows for each of the three

years in the period ended 31 December

2025 in conformity with IFRS Accounting

Standards as issued by the International

Accounting Standards Board and

UK-adopted International Accounting

Standards. Also in our opinion, the Group

maintained, in all material respects,

effective internal control over financial

reporting as of 31 December 2025,

based on criteria established in Internal

Control – Integrated Framework (2013)

issued by the COSO.

Basis for Opinions

The Group's management is responsible

for these Financial Statements, for

maintaining effective internal control

over financial reporting, and for its

assessment of the effectiveness of

internal control over financial reporting,

included in Management’s report on

internal control over financial reporting

on page 165. Our responsibility is to

express opinions on the Financial

Statements and on the Group's internal

control over financial reporting based on

our audits. We are a public accounting

firm registered with the Public Company

Accounting Oversight Board (United

States) (PCAOB) and are required to be

independent with respect to the Group

in accordance with the U.S. federal

securities laws and the applicable rules

and regulations of the Securities and

Exchange Commission and the PCAOB.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan

and perform the audits to obtain

reasonable assurance about whether

the Financial Statements are free of

material misstatement, whether due

to error or fraud, and whether effective

internal control over financial reporting

was maintained in all material respects.

Our audits of the Financial Statements

included performing procedures to

assess the risks of material misstatement

of the Financial Statements, whether

due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining,

on a test basis, evidence regarding the

amounts and disclosures in the Financial

Statements. Our audits also included

evaluating the accounting principles

used and significant estimates made

by management, as well as evaluating

the overall presentation of the

Financial Statements. Our audit of

internal control over financial reporting

included obtaining an understanding

of internal control over financial

reporting, assessing the risk that a

material weakness exists, and testing

and evaluating the design and operating

effectiveness of internal control based

on the assessed risk. Our audits also

included performing such other

procedures as we considered necessary

in the circumstances. We believe that

our audits provide a reasonable basis

for our opinions.

Definition and Limitations of Internal

Control over Financial Reporting

A company’s internal control over

financial reporting is a process

designed to provide reasonable

assurance regarding the reliability of

financial reporting and the preparation

of financial statements for external

purposes in accordance with generally

accepted accounting principles.

A company’s internal control over

financial reporting includes those

policies and procedures that (i) pertain

to the maintenance of records that, in

reasonable detail, accurately and fairly

reflect the transactions and dispositions

of the assets of the company; (ii) provide

reasonable assurance that transactions

are recorded as necessary to permit

preparation of financial statements in

accordance with generally accepted

accounting principles, and that receipts

and expenditures of the company

are being made only in accordance

with authorizations of management

and directors of the company; and

(iii) provide reasonable assurance

regarding prevention or timely detection

of unauthorized acquisition, use, or

disposition of the company’s assets

that could have a material effect on

the financial statements.

Because of its inherent limitations,

internal control over financial

reporting may not prevent or detect

misstatements. Also, projections

of any evaluation of effectiveness to

future periods are subject to the risk

that controls may become inadequate

because of changes in conditions,

or that the degree of compliance

with the policies or procedures

may deteriorate.

Critical Audit Matters

The critical audit matters communicated

below are matters arising from the current

period audit of the Financial Statements

that were communicated or required

to be communicated to the audit

committee and that (i) relate to accounts

or disclosures that are material to the

Financial Statements and (ii) involved

our especially challenging, subjective, or

complex judgments. The communication

of critical audit matters does not alter

in any way our opinion on the Financial

Statements, taken as a whole, and we

are not, by communicating the critical

audit matters below, providing separate

opinions on the critical audit matters


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	175

or on the accounts or disclosures to

which they relate.

Breakage assumption used to

estimate IHG One Rewards loyalty

programme deferred revenue

As described in the Estimates section

of the Accounting policies and in

Note 3 to the Financial Statements,

deferred revenue relating to the IHG

One Rewards loyalty programme was

$1,727m as of 31 December 2025. The

loyalty programme, IHG One Rewards,

enables members to earn points during

each qualifying stay at an IHG branded

hotel and through other partnerships

and programmes. Members are able

to consume those points at a later date

for free or reduced accommodation or

other benefits. The Group recognises

deferred revenue in an amount

that reflects the Group’s unsatisfied

performance obligations, valued at the

stand-alone selling price of the future

benefit to the member. The amount

of revenue recognised and deferred is

impacted by the estimate of breakage

(points that will never be consumed).

On an annual basis, the Group engages

an external actuary who uses statistical

formulae to assist in the estimate of

breakage. If future member behaviour

deviates significantly from expectations,

breakage estimates could increase

or decrease.

The principal considerations for

our determination that performing

procedures relating to the breakage

assumption used to estimate IHG

One Rewards loyalty programme

deferred revenue is a critical audit

matter are (i) the significant judgement

and estimation by management

when projecting members’ future

consumption activity; (ii) a high degree

of auditor judgement, subjectivity and

effort in performing procedures and

evaluating management’s breakage

assumption; and (iii) the audit effort

involved the use of professionals

with specialised skill and knowledge.

Addressing the matter involved

performing procedures and evaluating

audit evidence in connection with

forming our overall opinion on the

Financial Statements. These procedures

included testing the effectiveness

of controls relating to management’s

determination of the breakage

assumption. These procedures also

included, among others, (i) testing

the completeness and accuracy of the

data used by management’s specialist

in deriving the breakage assumption;

(ii) assessing the competence and

objectivity of management’s specialist;

(iii) involving professionals with

specialised skill and knowledge to assist

in evaluating the reasonableness of

management’s estimate by developing

an independent estimate of a reasonably

possible range for deferred revenue

based on independently determined

breakage assumptions; (iv) comparing

the deferred revenue balance with our

independently calculated range; and

(v) assessing the appropriateness of the

related disclosures including sensitivity

analysis in the Financial Statements.

Allocation of expenses

to the System Fund

As described in the System Fund

and other co-brand revenues section

of the Accounting policies and Note 31

to the Financial Statements, System

Fund expenses were $1,763m, as of 31

December 2025. The Group operates

a System Fund (the ‘Fund’) to collect

and administer cash assessments from

hotel owners for specified purposes of

use including marketing, reservations,

certain hotel services and IHG One

Rewards. The Fund is not managed

to generate a surplus or deficit for IHG

over the longer term, but is managed

for the benefit of the IHG System with

the objective of driving revenues for

the hotels in the System. Services are

provided by the Fund and are funded

by assessment fees. Costs are incurred

and allocated to the Fund in accordance

with the principles agreed with the

IHG Owners Association and ensuring

appropriate consistency of application.

The principal considerations for our

determination that performing procedures

relating to accounting for System Fund

expenses is a critical audit matter are (i)

the significant judgment by management

when developing the Group’s internal

policies in order to apply the principles

agreed with the IHG Owners Association

to expenses incurred; and (ii) a high

degree of auditor judgment, subjectivity

and effort in performing procedures

and assessing the consistency of

management’s allocation of expenses

to the System Fund in line with the

agreed principles.

Addressing the matter involved

performing procedures and evaluating

audit evidence in connection with

forming our overall opinion on the

Financial Statements. These procedures

included testing the effectiveness

of controls relating to the allocation

of expenses to the System Fund.

These procedures also included,

among others, (i) understanding and

assessing the internal policies that

the Group has put in place in order

to consistently apply the principles

agreed with the IHG Owners Association

to expenses incurred; (ii) testing a

sample of expenses that had been

allocated to the System Fund to assess

whether they were in compliance

with the Group’s internal policies and

consistent with historical practice;

and (iii) evaluating the reasonableness

of a sample of journal entries

transferring expenses to the

System Fund.

/s/PricewaterhouseCoopers LLP

Birmingham, United Kingdom

16 February 2026

We have served as the Company’s auditor

since 2021.



176	IHG	Annual Report and Form 20-F 2025



	Group income statement


		2025	2024a	2023a
For the year ended 31 December 2025	Note	$m	$m	$m
Revenue from fee business	3	1,897	1,774	1,672
Revenue from owned & leased hotels	3	544	515	471
Revenue from insurance activities	3, 20	27	23	21
System Fund and reimbursable revenues	31	2,721	2,611	2,460
Total revenue	2	5,189	4,923	4,624
Cost of sales		(764)	(745)	(742)
System Fund and reimbursable expenses	31	(2,767)	(2,694)	(2,441)
Administrative expenses		(354)	(359)	(338)
Insurance expenses	20	(36)	(29)	(23)
Share of profits of associates and joint ventures		6	10	31
Other operating income		14	10	21
Depreciation and amortisation	2	(67)	(65)	(67)
Impairment (loss)/reversal on financial assets		(21)	(10)	1
Other net impairment charges		(2)	–	–
Operating profit	2	1,198	1,041	1,066
Operating profit analysed as:
Operating profit before System Fund, reimbursables and exceptional items		1,265	1,124	1,019
System Fund and reimbursable result		(46)	(83)	19
Operating exceptional items	6	(21)	–	28
		1,198	1,041	1,066

Financial income	7	49	63	39
Financial expenses	7	(202)	(178)	(126)
Foreign exchange gains/(losses)		37	(25)	35
Remeasurement of contingent purchase consideration		(8)	(4)	(4)
Profit before tax		1,074	897	1,010
Tax	8	(315)	(269)	(260)
Profit for the year		759	628	750

Attributable to:
Equity holders of the parent		758	628	750
Non-controlling interest		1	–	–
		759	628	750

Earnings per ordinary share	10
Basic		490.9¢	389.6¢	443.8¢
Diluted		486.5¢	385.3¢	441.2¢

a.In 2025, foreign exchange gains/(losses) have been presented on a separate line. The 2024 and 2023 amounts were previously presented within

‘Financial expenses’.


+	Accounting policies and notes on pages 183 to 240 form an integral part of these Group Financial Statements.



178	IHG	Annual Report and Form 20-F 2025



	Group statement of changes in equity

Equity

capital

Capital

redemption

reserve

held by

employee

share trusts

Other

reserves

Fair

value

reserve

Cash

flow

hedge

reserves

Currency

translation

reserve

Retained

earnings

IHG

share-

holders’

equity

Non-

controlling

interest

Total

equity

At 1 January 2025

137

(63)

(2,862)

373

(2,312)

(2,308)

Profit for the year

–

758

759

Other comprehensive loss

Items that may be subsequently reclassified to profit or loss:

Gains on cash

flow hedges

–

140

–

140

–

140

Gains on net

investment hedges

–

Costs of hedging

–

Hedging gains

reclassified to

financial expenses

–

(187)

–

(186)

–

(186)

Exchange losses

on retranslation of

foreign operations

–

(1)

(91)

–

(91)

–

(91)

–

(1)

(42)

(55)

–

(98)

–

(98)

Items that will not be reclassified to profit or loss:

Losses on equity

instruments classified

as fair value through

other comprehensive

income

–

(1)

–

(1)

–

(1)

–

(1)

–

(1)

–

(1)

Total other

comprehensive loss

for the year

–

(2)

(42)

(55)

–

(99)

–

(99)

Total comprehensive

income for the year

–

(2)

(42)

(55)

758

659

660

Repurchase of shares,

including taxes and

transaction costs

(2)

–

(882)

–

(882)

Purchase of own

shares by employee

share trusts

–

(15)

–

(15)

–

(15)

Transfer of treasury

shares to employee

share trusts

–

(34)

–

Release of own

shares by employee

share trusts

–

(55)

–

Equity-settled share-

based cost (note 27)

–

Tax related to

share schemes

–

Equity dividends paid

(note 9)

–

(270)

–

(270)

Exchange and other

adjustments

(2)

(9)

–

At 31 December 2025

145

(59)

(2,871)

(14)

318

(302)

(2,741)

(2,736)

All items within total comprehensive income are shown net of tax.


+	Accounting policies and notes on pages 183 to 240 form an integral part of these Group Financial Statements.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	179

Equity

capital

Capital

redemption

reserve

Shares held

employee

share trusts

Other

reserves

Fair

value

reserve

Cash

flow

hedge

reserves

Currency

translation

reserve

Retained

earnings

IHG

share-

holders’

equity

Non-

controlling

interest

Total

equity

At 1 January 2024

141

(35)

(2,863)

(2)

376

396

(1,950)

(1,946)

Profit for the year

–

628

–

628

Other comprehensive income

Items that may be subsequently reclassified to profit or loss:

Losses on cash

flow hedges

–

(124)

–

(124)

–

(124)

Losses on net

investment hedges

–

(7)

–

(7)

–

(7)

Costs of hedging

–

(11)

–

(11)

–

(11)

Hedging losses

reclassified to

financial expenses

–

165

–

165

–

165

Exchange gains

on retranslation of

foreign operations

–

(3)

–

Items that will not be reclassified to profit or loss:

Gains on equity

instruments classified

as fair value through

other comprehensive

income

–

Remeasurement

gains on defined

benefit plans

–

Total other

comprehensive income

for the year

–

(3)

–

Total comprehensive

income for the year

–

(3)

632

661

–

661

Repurchase of shares,

including taxes and

transaction costs

(2)

–

(812)

–

(812)

Purchase of own shares

by employee share trusts

–

(27)

–

(27)

–

(27)

Transfer of treasury

shares to employee

share trusts

–

(33)

–

Release of own shares

by employee share trusts

–

(31)

–

Equity-settled share-

based cost (note 27)

–

Tax related to

share schemes

–

Equity dividends paid

(note 9)

–

(259)

–

(259)

Exchange adjustments

(2)

–

At 31 December 2024

137

(63)

(2,862)

373

(2,312)

(2,308)

All items within total comprehensive income are shown net of tax.


+	Accounting policies and notes on pages 183 to 240 form an integral part of these Group Financial Statements.



180	IHG	Annual Report and Form 20-F 2025



	Group statement of changes in equity continued

Equity

capital

Capital

redemption

reserve

Shares held

employee

share trusts

Other

reserves

Fair

value

reserve

Cash

flow

hedge

reserves

Currency

translation

reserve

Retained

earnings

IHG

share-

holders’

equity

Non-

controlling

interest

Total

equity

At 1 January 2023

137

(37)

(2,856)

—

498

607

(1,615)

(1,608)

Profit for the year

–

750

–

750

Other comprehensive loss

Items that may be subsequently reclassified to profit or loss:

Losses on cash

flow hedges

–

(30)

–

(30)

–

(30)

Gains on net

investment hedges

–

Costs of hedging

–

Hedging losses

reclassified to

financial expenses

–

Exchange losses

on retranslation of

foreign operations

–

(137)

–

(137)

–

(137)

–

(2)

(122)

–

(124)

–

(124)

Items that will not be reclassified to profit or loss:

Losses on equity

instruments classified

as fair value through

other comprehensive

income

–

(3)

–

(3)

–

(3)

Remeasurement

losses on defined

benefit plans

–

(2)

–

(2)

–

(3)

–

(2)

(5)

–

(5)

Total other

comprehensive loss

for the year

–

(3)

(2)

(122)

(2)

(129)

–

(129)

Total comprehensive

income for the year

–

(3)

(2)

(122)

748

621

–

621

Repurchase of shares,

including taxes and

transaction costs

(3)

–

(765)

–

(765)

Purchase of own shares

by employee share trusts

–

(8)

–

(8)

–

(8)

Transfer of treasury

shares to employee

share trusts

–

(21)

–

Release of own shares

by employee share trusts

–

(32)

–

Equity-settled share-

based cost (note 27)

–

Tax related to

share schemes

–

Equity dividends paid

(note 9)

–

(245)

(3)

(248)

Exchange adjustments

(1)

(7)

–

At 31 December 2023

141

(35)

(2,863)

(2)

376

396

(1,950)

(1,946)

All items within total comprehensive income are shown net of tax.


+	Accounting policies and notes on pages 183 to 240 form an integral part of these Group Financial Statements.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	181



	Group statement of financial position


		2025	2024
31 December 2025	Note	$m	$m
ASSETS
Goodwill and other intangible assets	11	1,155	1,042
Property, plant and equipment	12	148	146
Right-of-use assets	13	269	276
Investment in associates and joint ventures	14	55	51
Retirement benefit assets	26	3	3
Other financial assets	15	211	212
Derivative financial instruments	23	120	4
Deferred compensation plan investments		316	286
Non-current other receivables	16	19	35
Deferred tax assets	8	146	122
Contract costs	3	103	90
Contract assets	3	751	612
Total non-current assets		3,296	2,879
Inventories		5	4
Trade and other receivables	16	833	785
Current tax receivable		27	22
Other financial assets	15	3	7
Cash and cash equivalents	17	1,129	1,008
Contract costs	3	5	5
Contract assets	3	47	38
Total current assets		2,049	1,869
Total assets		5,345	4,748
LIABILITIES
Loans and other borrowings	21	(478)	(398)
Lease liabilities	13	(28)	(26)
Trade and other payables	18	(676)	(650)
Deferred revenue	3	(829)	(766)
Provisions	19	(21)	(22)
Insurance liabilities	20	(16)	(14)
Tax payable		(52)	(52)
Total current liabilities		(2,100)	(1,928)
Loans and other borrowings	21	(3,723)	(2,876)
Lease liabilities	13	(378)	(388)
Derivative financial instruments	23	(12)	(78)
Retirement benefit obligations	26	(69)	(68)
Deferred compensation plan liabilities		(316)	(286)
Trade and other payables	18	(69)	(78)
Deferred revenue	3	(1,340)	(1,294)
Provisions	19	(22)	(17)
Insurance liabilities	20	(29)	(25)
Deferred tax liabilities	8	(17)	(18)
Tax payable		(6)	–
Total non-current liabilities		(5,981)	(5,128)
Total liabilities		(8,081)	(7,056)
Net liabilities		(2,736)	(2,308)
EQUITY
IHG shareholders’ equity		(2,741)	(2,312)
Non-controlling interest		5	4
Total equity		(2,736)	(2,308)

The Group Financial Statements were approved by the Board on 16 February 2026 and were signed on its behalf by

Michael Glover.

Michael Glover

16 February 2026


+	Accounting policies and notes on pages 183 to 240 form an integral part of these Group Financial Statements.



182	IHG	Annual Report and Form 20-F 2025



	Group statement of cash flows


		2025	2024	2023
For the year ended 31 December 2025	Note	$m	$m	$m
Profit for the year		759	628	750
Adjustments reconciling profit for the year to cash flow from operations	25	602	521	469
Cash flow from operations		1,361	1,149	1,219
Interest paid		(202)	(170)	(119)
Interest received		46	57	36
Deferred purchase consideration paid	24	–	(3)	–
Tax paid	8	(307)	(309)	(243)
Net cash from operating activities		898	724	893

Cash flow from investing activities
Purchase of property, plant and equipment		(28)	(29)	(28)
Purchase of brands		(120)	–	–
Purchase of other intangible assets		(49)	(49)	(54)
Investment in associates and joint ventures		(11)	(6)	(3)
Investment in other financial assets		(3)	(32)	(60)
Deferred purchase consideration paid	24	–	(10)	–
Disposal of property, plant and equipment		–	9	–
Repayments of other financial assets		14	11	8
Finance lease receipts		4	4	–
Other investing cash flows		3	3	–
Net cash from investing activities		(190)	(99)	(137)

Cash flow from financing activities
Repurchase of shares, including taxes and transaction costs	28	(897)	(804)	(790)
Purchase of own shares by employee share trusts		(10)	(27)	(8)
Dividends paid to shareholders	9	(270)	(259)	(245)
Dividend paid to non-controlling interest		–	–	(3)
Issue of long-term bonds, including effect of currency swaps	22	990	834	657
Repayment of long-term bonds	22	(403)	(547)	–
Settlement of currency swaps	22	–	(45)	–
Drawdown of Revolving Credit Facility	22	75	–	–
Repayment of Revolving Credit Facility	22	(75)	–	–
Principal element of lease payments	22	(30)	(46)	(28)
Other financing cash flows		6	–	–
Net cash from financing activities		(614)	(894)	(417)

Net movement in cash and cash equivalents in the year		94	(269)	339
Cash and cash equivalents at beginning of the year	17	991	1,278	921
Exchange rate effects		41	(18)	18
Cash and cash equivalents at end of the year	17	1,126	991	1,278


+	Accounting policies and notes on pages 183 to 240 form an integral part of these Group Financial Statements.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	183



	Accounting policies

General information

The Consolidated Financial Statements

of InterContinental Hotels Group PLC

(the ‘Group’ or ‘IHG’) for the year ended

31 December 2025 were authorised

for issue in accordance with a resolution

of the Directors on 16 February 2026.

InterContinental Hotels Group PLC

(the ‘Company’) is incorporated and

registered in England and Wales.

Basis of preparation

The Consolidated Financial Statements

of IHG have been prepared on a going

concern basis (see below) and under

the historical cost convention, except

for assets and liabilities measured at

fair value under relevant accounting

standards. The Consolidated Financial

Statements have been prepared in

accordance with UK-adopted

international accounting standards and

with applicable law and regulations,

including the Companies Act 2006, and

with IFRS Accounting Standards as issued

by the International Accounting

Standards Board. UK-adopted

international accounting standards differ

in certain respects from IFRS Accounting

Standards as issued by the International

Accounting Standards Board. However,

the differences have no impact on the

Consolidated Financial Statements for

the years presented.

Going concern

The period to 30 June 2027 has been

used to complete the going concern

assessment.

In adopting the going concern basis

for preparing the Group financial

statements, the Directors have

considered a ‘Base Case’ scenario,

as prepared by management, which

assumes Global RevPAR in 2026 and

2027 continues to grow in line with

market expectations. The assumptions

applied in the Base Case scenario are

consistent with those used for Group

planning purposes, impairment testing

and for assessing recoverability of

deferred tax assets.

In addition, the Directors have reviewed

a ‘Severe Downside Case’ reflecting a

severe but plausible scenario equivalent

to the market conditions experienced

during the 2008/2009 global financial

crisis, in which RevPAR declines by 17%

in 2026 before recovering by 5% in 2027.

A ‘Combined Scenario’ has also been

considered, modelling the Severe

Downside Case in conjunction with

a significant cash flow impact from a

one-off event, such as a cybersecurity

incident.

Principal risks that could materially

affect RevPAR are captured within the

Severe Downside Case, while other

risks with the potential to cause a

substantial one-off impact on cash flow –

such as a cybersecurity event – are

addressed in the Combined Scenario.

Climate risks are not considered to

have a significant impact over the

period of assessment.

The Group enters the assessment period

with substantial liquidity at 31 December

2025 of $2,599m, comprising $1,099m

of cash and cash equivalents (net of

overdrafts and restricted cash) and

$1,500m of undrawn bank facility.

The Group’s revolving credit facility

was refinanced in December 2025 with

a new $1,500m facility that matures

in 2030. There are no financial covenants

in the new facility. See note 23 for

additional information. In September

2025 the Group issued a €850m bond.

There are two bond maturities in the

period under consideration, £350m in

August 2026 and €500m in May 2027.

No new funding is assumed in the

period under review.

Under the Base Case and Severe

Downside Case there is significant

liquidity available to absorb multiple

additional risks and uncertainties. Under

the Combined Scenario there is a lower

level of liquidity, however, the Directors

also reviewed a number of actions that

could be taken, if required, to reduce

discretionary spend, creating substantial

additional liquidity.

The Directors reviewed a reverse

stress test scenario to determine what

other events could create a scenario

which would exhaust the liquidity in

the Combined Scenario. The Directors

concluded that it was very unlikely

that a single risk or combination of

the risks considered could create

the sustained impact required.

Having reviewed these scenarios, the

Directors have a reasonable expectation

that the Group has sufficient resources

to continue operating until at least

30 June 2027. Accordingly, they continue

to adopt the going concern basis in

preparing the financial statements.

Presentational currency

The Consolidated Financial Statements

are presented in millions of US dollars

reflecting the profile of the Group’s

revenue and operating profit which are

primarily generated in US dollars or

US dollar-linked currencies.

In the Consolidated Financial Statements,

equity share capital, the capital

redemption reserve and shares held

by employee share trusts are translated

into US dollars at the relevant rate of

exchange on the last day of the period;

the resultant exchange differences are

recorded in other reserves.

The functional currency of the Company

is sterling.

Critical accounting policies and

the use of judgements, estimates

and assumptions

In determining and applying the Group’s

accounting policies, management are

required to make judgements, estimates

and assumptions. An accounting policy

is considered to be critical if its selection

or application could materially affect the

reported amounts of assets and liabilities

at the date of the Consolidated Financial

Statements, or the reported amounts

of revenues and expenses during the

reporting period, or could do so within

the next financial year.



184	IHG	Annual Report and Form 20-F 2025



	Accounting policies continued

Judgements

System Fund

The Group operates a System Fund

(the ‘Fund’) to collect and administer

cash assessments from hotel owners

for specified purposes of use including

marketing, reservations, certain

hotel services and the Group’s loyalty

programme, IHG One Rewards.

Assessments are generally levied as

a percentage of hotel revenues but

may also be volume-based or fixed

monthly fees.

The Fund is not managed to generate

a surplus or deficit for IHG over the

longer term, but is managed for

the benefit of the IHG System with

the objective of driving revenues

for the hotels in the System.

In relation to marketing and reservation

services, the Group’s performance

obligation under IFRS 15 ‘Revenue

from Contracts with Customers’

is determined to be the continuous

performance of the services rather

than the spending of the assessments

received. Accordingly, assessment fees

are recognised as hotel revenues occur,

Fund expenses are charged to the Group

income statement as incurred and no

constructive obligation is deemed to exist

under IAS 37 ‘Provisions, Contingent

Liabilities and Contingent Assets’.

Accordingly, no liability is recognised

relating to the balance of unspent funds.

No other critical judgements have

been made in applying the Group’s

accounting policies.

Estimates

Management consider that significant

estimates and assumptions are

used as described below. Estimates

and assumptions are evaluated

by management using historical

experience and other factors believed

to be reasonable based on current

circumstances.

Loyalty programme

The loyalty programme, IHG One

Rewards, enables members to earn

points during each qualifying stay at

an IHG branded hotel and through

other partnerships and programmes.

Members are able to consume those

points at a later date for free or reduced

accommodation or other benefits.

Points revenue includes hotel

assessments, revenue from third-party

partners and proceeds from points

purchased directly by members.

The Group recognises deferred

revenue in an amount that reflects IHG’s

unsatisfied performance obligations,

valued at the stand-alone selling price

of the future benefit to the member.

The amount of revenue recognised

and deferred is impacted by

‘breakage’ (points that will never be

consumed). On an annual basis the

Group engages an external actuary

who uses statistical formulae to

assist in the estimate of breakage.

Significant estimation uncertainty

exists in projecting members’ future

consumption activity. If future member

behaviour deviates significantly from

expectations, breakage estimates

could increase or decrease.

At 31 December 2025, deferred revenue

relating to the loyalty programme

was $1,727m (2024: $1,653m, 2023:

$1,529m). Based on the conditions

existing at the balance sheet date, a

one percentage point decrease/increase

in the breakage estimate relating to

earned points would increase/reduce

the deferred revenue liability by $100m

and would correspondingly impact the

value of System Fund and reimbursable

revenues recognised.

Material accounting policies

Basis of consolidation

The Consolidated Financial Statements

comprise the financial statements of the

Parent Company and entities controlled

by the Group. Control exists when the

Group has:

–power over an investee (i.e., existing

rights that give it the current ability

to direct the relevant activities of

the investee);

–exposure, or rights, to variable

returns from its involvement with

the investee; and

–the ability to use its power over

the investee to affect its returns.

All intra-group balances and transactions

are eliminated on consolidation.

The assets, liabilities and results of those

businesses acquired or disposed of are

consolidated for the period during which

they were under the Group’s control.

Foreign currencies

Within the Group’s subsidiaries,

transactions in foreign currencies are

translated to the subsidiary’s functional

currency at the exchange rates ruling

on the dates of the transactions.

Monetary assets and liabilities

denominated in foreign currencies

are retranslated to the subsidiary’s

functional currency at the relevant rates

of exchange ruling on the last day of

the period. On consolidation:

–The assets and liabilities of foreign

operations of the Group’s subsidiaries

with a functional currency other

than US dollars are translated into

US dollars at the relevant rates of

exchange ruling on the last day of the

period. The revenues and expenses

of foreign operations are translated

into US dollars at average rates

of exchange for each month of the

reporting period. The Group treats

specific intercompany loan balances,

which are not intended to be repaid

in the foreseeable future, as part

of its net investment. The exchange

differences arising on retranslation

are taken to the currency translation

reserve; and

–Exchange differences arising from

the translation of instruments that

are designated as a hedge against a

net investment in a foreign operation

are taken to the currency translation

reserve.

On disposal of a foreign operation,

the cumulative amount recognised in

the currency translation reserve relating

to that particular foreign operation is

recycled as part of the gain or loss

on disposal.

Revenue recognition

Revenue is recognised at an amount

that reflects the consideration to which

the Group expects to be entitled in

exchange for transferring goods or

services to a customer.

Fee business revenue

Under franchise agreements, the Group’s

performance obligation is to provide a

licence to use IHG’s trademarks and other

intellectual property. Franchise royalty

fees are typically charged as a percentage

of hotel gross rooms revenues and are

treated as variable consideration,

recognised as the underlying hotel

revenues occur.

Under management agreements,

the Group’s performance obligation is

to provide hotel management services

and a licence to use IHG’s trademarks

and other intellectual property. Base and

incentive management fees are typically

charged. Base management fees are


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	185

typically a percentage of total hotel

revenues and incentive management

fees are generally based on the hotel’s

profitability or cash flows. Both are

treated as variable consideration. Like

franchise fees, base management fees

are recognised as the underlying hotel

revenues occur. Incentive management

fees are recognised over time when it

is considered highly probable that the

related performance criteria for each

annual period will be met, provided

there is no expectation of a subsequent

reversal of the revenue.

Application and re-licensing fees are

not considered to be distinct from the

franchise performance obligation and

are recognised over the life of the

related agreement.

Under franchise and management

agreements, the Group agrees to

maintain and develop certain aspects

of the technology ecosystem benefitting

hotels, in exchange for a monthly

technology fee based on either gross

rooms revenues or the number of rooms

in the hotel. The technology fee is

charged and recognised over time

as these services are delivered.

Technology fee income is included

in Central revenue.

Technical service fees are received

in relation to design and engineering

support provided prior to the opening

of certain hotel properties. These

services are a distinct performance

obligation and the fees are recognised

as revenue over the pre-opening period

in line with the Group’s assessment of

the stage of completion of the project,

based on the latest expectation of hotel

opening date and its knowledge and

experience of the pattern of work

performed on comparable projects.

The Group has applied the practical

expedient in IFRS 15 not to disclose the

aggregate amount of the transaction

price allocated to performance

obligations that are unsatisfied or

partially unsatisfied as at the end of

the reporting period. This is for all

amounts where the Group has a right

to consideration in an amount that

corresponds directly with the value to the

customer of the Group’s performance

completed to date (including franchise

and management fees).

Contract assets

Amounts paid to hotel owners to

secure management and franchise

agreements (‘key money’) are treated

as consideration payable to a customer.

A contract asset is recorded which is

recognised as a deduction to revenue

over the initial term of the agreement.

In limited cases, loans can be provided

to an owner, in such cases the initial

credit risk will be low. The difference,

if any, between the face and market

value of the loan on inception is

recognised as a contract asset.

In limited cases, the Group may provide

performance guarantees to hotel owners.

The expected value of payments under

performance guarantees reduces

the overall transaction price and is

recognised as a deduction to revenue

over the term of the agreement.

Typically, contract assets are not financial

assets as they represent amounts paid by

the Group at the beginning of a contract,

and so are tested for impairment based

on value in use rather than with reference

to expected credit losses. Contract assets

are reviewed for impairment when events

or changes in circumstances indicate

that the carrying value may not be

recoverable. If carrying values exceed

the recoverable amount, determined

by reference to estimated future cash

flows discounted to their present

value using a pre-tax discount rate,

the contract assets are written down

to the recoverable amount.

Deferred revenue

Deferred revenue is recognised when

payment is received before the related

performance obligation is satisfied.

Revenue is also deferred when key

money is committed and is highly likely

to be paid. The annual revenue deferral

is equal to the reduction to revenue

that would arise if the key money were

paid at inception of the contract. When

payment is made, a net contract asset

is recorded which is amortised over the

remaining initial term of the agreement.

Contract costs

Certain costs incurred to secure

management and franchise agreements,

typically developer commissions, are

capitalised and amortised as an expense

over the initial term of the related

agreement. These costs are presented

as contract costs in the Group statement

of financial position.

Contract costs are reviewed for

impairment when events or changes in

circumstances indicate that the carrying

value may not be recoverable with

reference to the future expected cash

flows from the contract.

Revenue from owned & leased hotels

At its owned & leased hotels, the Group’s

performance obligation is to provide

accommodation and other goods and

services to guests. Revenue includes

rooms revenue and food and beverage

sales, which are recognised when the

rooms are occupied and food and

beverages are sold. Guest deposits

received in advance of hotel stays are

recorded as deferred revenue in the

Group statement of financial position.

They are recognised as revenue along

with any balancing payment from the

guest when the associated stay occurs.

System Fund and

reimbursable revenues

System Fund and other co-brand revenues

The Group operates the Fund to collect

and administer cash assessments from

hotel owners for specified purposes of

use including marketing, reservations,

certain hotel services and IHG One

Rewards. The Fund also benefits from

certain proceeds from the sale of loyalty

points under third-party co-branding

arrangements and the sale of points

directly to members and other third

parties. The Fund is not managed to

generate a surplus or deficit for IHG

over the longer term, but is managed

for the benefit of the IHG System with

the objective of driving revenues for

the hotels in the System.

The growth in the IHG One Rewards

programme means that, although

assessments are received from hotels

up front when a member earns points,

more revenue is deferred each year

than is recognised in the Fund. This

can lead to accounting losses in

the Fund each year as the deferred

revenue balance grows.

Under both franchise and management

agreements, the Group is required

to provide marketing and reservations

services, as well as other centrally

managed programmes. These services

are provided by the Fund and are

funded by assessment fees. Costs are

incurred and allocated to the Fund in

accordance with the principles agreed

with the IHG Owners Association

and ensuring appropriate consistency

of application.



186	IHG	Annual Report and Form 20-F 2025



	Accounting policies continued

The Group acts as principal in the

provision of most services as the related

expenses primarily comprise payroll and

marketing expenses under contracts

entered into by the Group. Assessment

fees from hotel owners are generally

levied as a percentage of hotel revenues,

but may also be volume-based or fixed

monthly fees, and are recognised at

the point the Group is entitled to

raise the invoice.

Certain travel agency commission

and other revenues within the Fund

are recognised on a net basis, where

it has been determined that IHG is

acting as agent.

In respect of IHG One Rewards, the

performance obligations are to arrange

for the provision of future benefits to

members on consumption of previously

earned reward points and Milestone

Rewards. Points are exchanged for

reward nights at an IHG hotel or other

goods or services provided by third

parties. Milestone Rewards comprise

points or other benefits such as

upgrades and food and beverage

vouchers.

Under its franchise and management

agreements, IHG receives assessment

fees based on total qualifying hotel

revenue from IHG One Rewards

members’ hotel stays.

The Group’s performance obligation

is not satisfied in full until the member

has consumed the relevant benefits.

Accordingly, loyalty assessments are

allocated between points and Milestone

Rewards and deferred in an amount that

reflects the stand-alone selling price of

the future benefit to the member.

From 1 January 2024, as agreed with

the IHG Owners Association, a portion

of revenue relating to the consumption

of certain points sold is reported within

fee business revenue, with the remaining

amount reported within System Fund

and reimbursable revenues. Revenue

relating to points earned at hotels

continues to be reported within System

Fund and reimbursable revenues.

Revenue is impacted by a ‘breakage’

estimate of the benefits that will never

be consumed. On an annual basis,

the Group engages an external actuary

who uses statistical formulae to assist

in formulating this estimate, which is

adjusted to reflect actual experience

up to the reporting date.

As materially all of the awards will be

either consumed at IHG managed or

franchised hotels owned by third parties,

or exchanged for awards provided by

third parties, IHG is deemed to be acting

as agent on consumption and therefore

recognises the related revenue net

of the cost of reimbursing the hotel or

third party that is providing the benefit.

Performance obligations under the

Group’s co-brand credit card

agreements comprise:

a)Arranging for the provision of

future benefits to members who

have earned points or free night

certificates;

b)Providing the co-brand partners

with access to our loyalty

programme and customer base,

and rights to use our brands; and

c)Marketing services.

Revenue from a) is reported within

System Fund and reimbursable revenues

and revenue from b) is reported within

fee business revenue. Revenue from c) is

recognised in either fee business revenue

or System Fund and reimbursable

revenues depending on the nature of

marketing services performed.

Fees from these agreements comprise

fixed amounts normally payable at the

beginning of the contract, and variable

amounts paid on a monthly basis.

Variable amounts are typically based

on the number of points and free night

certificates issued to members and

the marketing services performed

by the Group. Total fees are allocated

to the performance obligations based

on their estimated stand-alone selling

prices. Revenue allocated to marketing

and licensing obligations is recognised

on a monthly basis as the obligations

are satisfied. Revenue relating to points

and free night certificates is recognised

when the member has consumed the

points or certificates at a participating

hotel or has selected a reward from a

third party, net of the cost of reimbursing

the hotel or third party that is providing

the benefit.

Judgement is required in estimating

the stand-alone selling prices which

are based upon generally accepted

valuation methodologies regarding

the value of the licence provided and

the number of points and certificates

expected to be issued. However,

the value of revenue recognised and

the deferred revenue balance at the

end of the year is not materially sensitive

to changes in these assumptions.

Reimbursable revenues

In a managed property, the Group typically

acts as employer of the general manager

and, in some cases, other employees at

the hotel and is entitled to reimbursement

of these costs. The performance

obligation is satisfied over time as the

employees perform their duties, consistent

with when reimbursement is received.

Reimbursements for these services are

shown as revenue with an equal matching

employee cost, with no profit impact.

Certain other costs relating to both

managed and franchised hotels are also

contractually reimbursable to IHG and,

where IHG is deemed to be acting as

principal in the provision of the related

services, the revenue and cost are

shown on a gross basis.

Segmental information

The Group has four reportable segments

reflecting its geographical regions

(Americas, EMEAA, Greater China)

and its Central functions.

Central functions include technology,

sales and marketing, finance, human

resources, corporate services and

insurance results. Central revenue arises

principally from technology fee income

and ancillary revenues including co-

brand licensing fees and, from 2024,

a portion of revenue from the

consumption of certain IHG One

Rewards points.

No operating segments are aggregated

to form these reportable segments.

Management monitors the operating

results of these reportable segments for

the purpose of making decisions about

resource allocation and performance

assessment. Each of the geographical

regions is led by its own Chief Executive

Officer who reports to the Group Chief

Executive Officer.

The System Fund is not managed to

generate a profit or loss for IHG over the

longer term and cost reimbursements

do not impact in-year profit or loss.

System Fund and reimbursable revenues

and results are therefore not regularly

reviewed by the Chief Operating Decision

Maker (‘CODM’) and do not constitute

an operating segment under IFRS 8

‘Operating Segments’.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	187

Segmental performance is evaluated

based on operating profit or loss and is

measured consistently with operating

profit or loss in the Group Financial

Statements, excluding System

Fund, reimbursables and exceptional

items. Group financing activities,

remeasurement of contingent purchase

consideration and income taxes are

managed on a Group basis and are

not allocated to reportable segments.

Financial income and expenses

Financial income and expenses include

income and charges on the Group’s

financial assets and liabilities and related

hedging instruments.

Finance charges relating to bank and

other borrowings, including transaction

costs and any discount or premium

on issue, are recognised in the Group

income statement using the effective

interest rate method.

In the Group statement of cash flows,

interest paid and received is presented

within cash from operating activities,

including any fees and discounts on

issuance or settlement of borrowings.

Exceptional items

The Group discloses certain financial

information both including and

excluding exceptional items. The

presentation of information excluding

exceptional items allows a better

understanding of the underlying trading

performance and trends of the Group

and provides consistency with the

Group’s internal management reporting.

All exceptional items are subject to

review by the Audit Committee.

Operating exceptional items

Operating exceptional items includes

gains and losses within Operating profit

before System Fund and reimbursable

result that are identified as exceptional by

virtue of their size, nature or incidence.

Examples of operating exceptional

items include, but are not restricted to,

gains and losses on the disposal

of assets, impairment charges and

reversals, the costs of individually

significant legal cases or commercial

disputes and reorganisation costs.

Consideration is given to consistency

of treatment with prior years and

between gains and losses.

Tax exceptional items

Tax exceptional items includes the

tax effects of operating exceptional

items and, where applicable, other tax

items that are identified as exceptional by

virtue of their size, nature or incidence.

Examples include, but are not restricted

to, significant tax items relating to

legislative changes and transactions

with an insignificant impact on pre-tax

profit and loss.

Earnings per share

Basic earnings per ordinary share

is calculated by dividing the profit for

the year available for IHG equity holders

by the weighted average number of

ordinary shares, excluding investment

in own shares, in issue during the year.

Diluted earnings per ordinary share is

calculated by adjusting basic earnings

per ordinary share to reflect the notional

exercise of the weighted average

number of dilutive ordinary share awards

outstanding during the year. Where

the effect of the notional exercise of

outstanding ordinary share awards is

anti-dilutive, these are excluded from

the diluted earnings per share calculation.

Business combinations and goodwill

On the acquisition of a business,

identifiable assets acquired and liabilities

assumed are measured at their fair

value. Contingent liabilities assumed

are measured at fair value unless this

cannot be measured reliably, in which

case they are not recognised but are

disclosed in the same manner as

other contingent liabilities.

The measurement of deferred tax assets

and liabilities arising on acquisition is

as described in the general principles

detailed within the ‘Taxes’ accounting

policy note on page 191 with the

exception that no deferred tax is provided

on taxable temporary differences in

connection with the initial recognition

of goodwill.

The cost of an acquisition is measured

as the aggregate of the fair value of

the consideration transferred.

Goodwill is recorded at cost, being

the difference between the fair value

of the consideration and the fair value

of net assets acquired. Following initial

recognition, goodwill is measured at

cost less any accumulated impairment

losses and is not amortised.

Transaction costs are expensed and are

not included in the cost of acquisition.

Intangible assets

Brands

Externally acquired brands are initially

recorded at cost if separately acquired

or fair value if acquired as part of

a business combination, provided

the brands are controlled through

contractual or other legal rights, or are

separable from the rest of the business.

Cost includes the fair value of

contingent purchase consideration

at the acquisition date.

The costs of developing internally

generated brands are expensed

as incurred.

Management agreements

Management agreements acquired

as part of a business combination

are initially recognised at the fair

value attributed to those contracts

on acquisition and are subsequently

amortised on a straight-line basis

over the term of the agreements,

including any extension periods at

the Group’s option.

Software

Internally generated software development

costs are capitalised when all of the

following can be demonstrated:

–The ability and intention to complete

the project;

–That the completed software will

generate probable future economic

benefits;

–The availability of adequate technical,

financial and other resources to

complete the project; and

–The ability to measure the expenditure.

Amounts capitalised typically include

internal and third-party labour and

consultancy costs. Costs incurred

before the above criteria are satisfied

in the research phase are expensed.

In addition, configuration and

customisation costs relating to cloud

computing arrangements are expensed.

Following initial recognition, the asset

is carried at cost less any accumulated

amortisation and impairment losses.

Costs are generally amortised over

estimated useful lives of three to five

years on a straight-line basis with the

exception of the Guest Reservation

System, which is amortised over

seven to 10 years (see page 209).



188	IHG	Annual Report and Form 20-F 2025



	Accounting policies continued

Property, plant and equipment

Property, plant and equipment are

stated at cost less depreciation and

any accumulated impairment.

Repairs and maintenance costs are

expensed as incurred.

Land is not depreciated. All other

property, plant and equipment are

depreciated to a residual value over

their estimated useful lives, namely:

–Buildings – over a maximum of

50 years; and

–Fixtures, fittings and equipment –

three to 25 years.

All depreciation is charged on a straight-

line basis. Residual value is reassessed

annually.

Where the Group holds land or other

property which it intends to occupy and

provide hotel services, either as owner

or manager, it is classified as property,

plant and equipment.

Leases

The Group as lessee

On inception of a contract, the Group

assesses whether it contains a lease.

A contract contains a lease when it

conveys the right to control the use of

an identified asset for a period of time

in exchange for consideration. The

right to use the asset and the obligation

under the lease to make payments are

recognised in the Group statement

of financial position as a right-of-use

asset and a lease liability.

Lease contracts may contain both lease

and non-lease components. The Group

allocates payments in the contract to

the lease and non-lease components

based on their relative stand-alone prices

and applies the lease accounting model

only to lease components.

The right-of-use asset recognised at

lease commencement includes the

amount of lease liability recognised,

initial direct costs incurred and lease

payments made at or before the

commencement date, less any lease

incentives received. Right-of-use assets

are depreciated to a residual value over

the shorter of the asset’s estimated

useful life and the lease term. Right-of-

use assets are also adjusted for any

remeasurement of lease liabilities and

are subject to impairment testing.

Residual value is reassessed annually.

A lease liability is recorded when the

leased asset is available for use by

the Group and is initially measured at

the present value of the lease payments

to be made over the lease term. The

lease payments include fixed payments

(including ‘in-substance fixed’ payments)

and variable lease payments that

depend on an index or a rate (initially

measured using the index or rate at

commencement), less any lease

incentives receivable. In calculating the

present value of lease payments, the

Group uses its incremental borrowing

rate at the lease commencement date

if the interest rate implicit in the lease

is not readily determinable.

The Group has certain leases where

rental payments are reduced if

insufficient cash flows are generated

by the hotel. These leases are treated

as fully variable as there is no floor

to the rent reduction.

The lease term includes periods subject

to extension options which the Group

is reasonably certain to exercise and

excludes the effect of early termination

options where the Group is reasonably

certain that it will not exercise the option.

Minimum lease payments include the

cost of a purchase option if the Group

is reasonably certain it will purchase

the underlying asset after the lease term.

After the commencement date, the

amount of lease liabilities is increased

to reflect the accretion of interest and

reduced for lease payments made.

The carrying amount of lease liabilities

is re-measured if there is a modification,

a change in the lease term or a change

in lease payments as a result of a rent

review or change in the relevant index

or rate.

Variable lease payments are payable

under certain of the Group’s hotel leases

and arise where the Group is committed

to making lease payments that are

contingent on the performance of these

hotels. Such lease payments that do

not depend on an index or a rate are

recognised as an expense in the period

over which the event or condition that

triggers the payment occurs.

The Group has opted not to apply the

lease accounting model to intangible

assets, leases of low‑value assets or

leases which have a term of less than

12 months. Costs associated with these

leases are recognised as an expense on

a straight-line basis over the lease term.

Payments and receipts are presented

as follows in the Group statement of

cash flows:

–Short-term lease payments, payments

for leases of low-value assets and

variable lease payments that are not

included in the measurement of the

lease liabilities are presented within

cash flows from operating activities;

–Payments for the interest element

of recognised lease liabilities are

included in interest paid within cash

flows from operating activities; and

–Payments for the principal element

of recognised lease liabilities are

presented within cash flows from

financing activities.

The Group as lessor

Leases, including subleases, for which

the Group is a lessor are classified as

finance or operating leases. Whenever

the terms of the lease transfer

substantially all the risks and rewards

of ownership to the lessee, the lease is

classified as a finance lease. All other

leases are classified as operating leases.

Where a leased property earns rentals

under an operating sublease outside

of the normal course of business, the

Group’s interest in the lease is classified

as an investment property within right-

of-use assets; these are subsequently

measured under the cost model.

When the lease is classified as an

operating lease, rental income arising

is accounted for on a straight-line

basis in the Group income statement.

When the lease is classified as a finance

lease, the Group’s interest in the lease

is derecognised and is replaced by a

finance lease receivable. Any difference

between those amounts is recognised

in the Group income statement. Finance

lease receivables are presented within

other receivables and are initially

measured at the present value of lease

payments receivable under the sublease

plus any initial direct costs. Finance lease

interest is recognised within financial

income in the Group income statement.

Receipts are presented as follows in

the Group statement of cash flows:

–Receipts from operating leases are

presented within cash flows from

operating activities; and

–Receipts of principal from finance

leases are presented within cash

flows from investing activities.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	189

Associates and joint ventures

An associate is an entity over which

the Group has significant influence.

Significant influence is the power to

participate in the financial and operating

policy decisions of the entity, but is

not in control or joint control over those

policies. A joint venture exists when two

or more parties have joint control over,

and rights to the net assets of, the

venture. Joint control is the contractually

agreed sharing of control which only

exists when decisions about the relevant

activities require the unanimous consent

of the parties sharing control.

In determining the extent of power

or significant influence, consideration

is given to other agreements between

the Group, the investee entity, and

the investing partners. This includes

any related management or franchise

agreements and the existence of

any performance guarantees.

Associates and joint ventures are

accounted for using the equity method

unless the associate or joint venture

is classified as held for sale. Under the

equity method, the Group’s investment

is recorded at cost adjusted by the

Group’s share of post-acquisition profits

and losses, and other movements in the

investee’s reserves, applying consistent

accounting policies. When the Group’s

share of losses exceeds its interest

in an associate or joint venture, the

Group’s carrying amount is reduced

to $nil and recognition of further losses

is discontinued except to the extent

that the Group has incurred legal

or constructive obligations or made

payments on behalf of an associate

or joint venture.

If there is objective evidence that an

associate or joint venture is impaired,

an impairment charge is recognised if

the carrying amount of the investment

exceeds its recoverable amount.

Upon loss of significant influence

over an associate or joint control of a

joint venture, any retained investment

is measured at fair value with any

difference to carrying value recognised

in the Group income statement.

Impairment of non-financial assets

Non-financial assets are tested for

impairment when events or changes

in circumstances indicate that the

carrying value may not be recoverable

and, in the case of goodwill and brands

with indefinite lives, at least annually.

Assets that do not generate

independent cash inflows are allocated

to the cash-generating unit (‘CGU’),

or group of CGUs, to which they belong.

For impairment testing of owned and

leased hotel properties, each hotel is

deemed to be a CGU.

If carrying values exceed their

estimated recoverable amount, the

assets or CGUs are written down to

the recoverable amount. Recoverable

amount is the greater of fair value less

costs of disposal and value in use. Value

in use is assessed based on estimated

future cash flows, including the effect

of inflation, discounted to their present

value using a pre-tax nominal discount

rate that reflects current market

assessments of the time value of money

and the risks specific to the asset.

With the exception of goodwill, an

assessment is made at each reporting

date to determine whether there is an

indication that previously recognised

impairment losses no longer exist or have

decreased. A previously recognised

impairment loss is reversed only if

there has been a significant change

in the assumptions used to determine

the asset’s recoverable amount since

the impairment loss was recognised.

The reversal is limited so that the

carrying amount of the asset does

not exceed its recoverable amount,

nor exceed the carrying amount that

would have been determined, net of

depreciation or amortisation, had no

impairment loss been recognised

for the asset in prior years.

Impairment losses, and any subsequent

reversals, are recognised in the Group

income statement.

Financial assets

On initial recognition, the Group classifies

its financial assets as being subsequently

measured at amortised cost, fair value

through other comprehensive income

(‘FVOCI’) or fair value through profit

or loss (‘FVTPL’).

Financial assets which are held to collect

contractual cash flows and give rise to

cash flows that are solely payments of

principal and interest are subsequently

measured at amortised cost. Interest

on these assets is calculated using

the effective interest rate method and

is recognised in the Group income

statement as financial income.

The Group recognises a provision for

expected credit losses for financial

assets held at amortised cost. With the

exception of trade receivables, where

there has not been a significant increase

in credit risk since initial recognition,

provision is made for defaults that

are possible within the next 12 months.

Where there has been a significant

increase in credit risk since initial

recognition, for example trade deposits

and loans where the borrower is in

financial difficulty or has not met

repayments as they fall due, provision

is made for credit losses expected

over the remaining life of the asset.

The Group has elected to irrevocably

designate equity investments as FVOCI

as they mainly comprise strategic

investments in entities that own hotels

which the Group manages. Changes in

their value are recognised within gains

or losses on equity instruments classified

as FVOCI in the Group statement of

comprehensive income and are never

recycled to the Group income statement.

On disposal, any related balance within

the fair value reserve is reclassified to

retained earnings. Dividends from equity

investments classified as FVOCI are

recognised in the Group income

statement as other operating income

when the dividend has been declared,

when receipt of the funds is probable

and when the dividend is not a return

of invested capital. Equity instruments

classified as FVOCI are not subject to

an impairment assessment.

Financial assets not meeting the

above criteria are measured at FVTPL.

These include money market funds,

investments which do not meet the

definition of equity and other financial

assets which do not meet the criteria

to be measured at amortised cost

or FVOCI.



190	IHG	Annual Report and Form 20-F 2025



	Accounting policies continued

Trade receivables

A trade receivable is recorded when

the Group has an unconditional right to

receive payment. In respect of franchise

fees, base and incentive management

fees, technology fees and revenues

from owned & leased hotels, the invoice

is typically issued as the related

performance obligations are satisfied,

as described on pages 184 and 185.

Trade receivables typically do not bear

interest and are generally on payment

terms of up to 30 days.

Trade receivables are initially recognised

at fair value and subsequently measured

at amortised cost. A provision

for impairment is made for lifetime

expected credit losses. The Group has

established a provision matrix that is based

on its historical credit loss experience

by region and number of days past due.

Where the historical experience is not

relevant to defined owner groups, for

example those in financial distress, lifetime

expected credit losses are calculated by

reference to recent credit loss experience

for that specific population.

Trade receivables are written off

once determined to be uncollectable.

Cash and cash equivalents

Cash comprises cash on hand

and demand deposits.

Cash and cash equivalents comprise

short-term deposits, money market

funds and repurchase agreements

that are readily convertible to a known

amount of cash and are subject to an

insignificant risk of changes in value.

They generally have an original maturity

of three months or less.

Cash and cash equivalents may include

amounts which are subject to regulatory

or other contractual restrictions and

are not available for general use by

the Group.

Cash balances are classified as other

financial assets when the Group is not

able to freely access the funds

because they are subject to a specific

charge or other restrictions.

Money market funds

Money market funds are held at

FVTPL, with distributions recognised

in financial income.

Bank and other borrowings

Bank and other borrowings are initially

recognised at the fair value of the

consideration received less directly

attributable transaction costs. They

are subsequently measured at

amortised cost.

Borrowings are classified as non-current

when there is a right, that has substance,

at the reporting date to defer settlement

for at least 12 months after the

reporting date.

Contingent and deferred

purchase consideration

Trade and other payables includes

contingent and deferred purchase

consideration relating to business

combinations and brand asset

acquisitions.

Contingent purchase consideration

is measured at fair value on the date

of acquisition. Contingent purchase

consideration relating to business

combinations and brand asset acquisitions

are subsequently remeasured at fair

value and amortised cost, respectively.

Remeasurement gain and losses are

recognised on the face of the Group

income statement below operating profit.

Deferred purchase consideration is

subsequently measured at amortised

cost and the effect of unwinding the

discount is recorded in financial expenses.

Payments of contingent and deferred

purchase consideration reduce

the respective liabilities. In respect

of contingent purchase consideration,

the portion of each payment relating

to its original estimate of fair value on

acquisition is reported within cash flow

from investing activities in the Group

statement of cash flows and the portion

of each payment relating to the increase

or decrease in the liability since the

acquisition date is reported within

cash flows from operating activities.

In respect of deferred purchase

consideration, the cash paid in excess

of the initial fair value is reported within

cash flow from operating activities,

and the remainder is reported within

cash flows from investing activities.

Derivative financial instruments

and hedging

Derivatives are initially recognised

and subsequently measured at fair value.

The subsequent accounting treatment

depends on whether the derivative is

designated as a hedging instrument and,

if so, the nature of the item being hedged.

Changes in the fair value of derivatives

which have either not been designated

as hedging instruments or relate to

the ineffective portion of hedges are

recognised immediately in the Group

income statement.

Documentation outlining the measurement

and effectiveness of any hedging

arrangement is maintained throughout

the life of the hedge relationship.

Interest arising from currency derivatives

and interest rate swaps is recorded in

either financial income or expenses over

the term of the agreement, unless the

accounting treatment for the hedging

relationship requires the interest to

be taken to reserves.

Within the Group statement of cash

flows, interest paid includes interest

paid on the Group’s bonds and the

related derivative financial instruments.

Cash flow hedges

Financial instruments are designated

as cash flow hedges when they hedge

exposure to variability in cash flows

that are attributable to either a highly

probable forecast transaction or

a particular risk associated with a

recognised asset or liability.

Changes in the fair value are recorded

in other comprehensive income

and cash flow hedge reserves to the

extent that the hedges are effective.

When the hedged item is recognised,

the cumulative gains and losses on

the related hedging instrument are

reclassified to the Group income

statement, within financial expenses.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	191

Net investment hedges

Financial instruments are designated

as net investment hedges when they

hedge the Group’s net investment

in foreign operations.

Changes in the fair value are recorded

in other comprehensive income and

the currency translation reserve to the

extent that the hedges are effective.

The cumulative gains and losses remain

in equity until the relevant foreign

operation is disposed, at which point

they are reclassified to the Group

income statement as part of the

gain or loss on disposal.

Financial guarantee contracts

In limited cases, the Group may guarantee

part of mortgage loans made to facilitate

third-party ownership of hotels under IHG

management or franchise arrangements.

The Group has elected to apply the

requirements of IFRS 9 ‘Financial

Instruments’ to these arrangements.

Financial guarantee contracts are initially

recognised at fair value and subsequently

measured at the higher of the amount

calculated under the Group’s expected

credit loss model and any amount initially

recognised less cumulative amounts

recognised in accordance with the

Group’s revenue recognition policy.

The carrying value of financial guarantee

liabilities is immaterial for all periods

presented.

Fair value measurement

The Group measures each of the

following at fair value on a recurring

basis:

–Financial assets and liabilities

measured at FVTPL;

–Financial assets measured at

FVOCI; and

–Derivative financial instruments.

Other assets are measured at fair value

when impaired or re-measured on

classification as held for sale by reference

to fair value less costs of disposal.

Fair value is the price that would be

received to sell an asset or paid to transfer

a liability in an orderly transaction

between market participants. Fair value

is measured by reference to the principal

market for the asset or liability assuming

that market participants act in their

economic best interests.

The fair value of a non-financial asset

assumes the asset is used in its highest

and best use, either through continuing

ownership or by selling it.

The Group uses valuation techniques

that maximise the use of relevant

observable inputs using the following

valuation hierarchy:

Level 1: Quoted (unadjusted) prices

in active markets for identical

assets or liabilities.

Level 2: Other techniques for which all

inputs which have a significant

effect on the recorded fair value

are observable, either directly

or indirectly.

Level 3:Techniques which use inputs

which have a significant effect

on the recorded fair value that

are not based on observable

market data.

For assets and liabilities measured at

fair value on a recurring basis, the Group

determines whether transfers have

occurred between levels in the hierarchy

by reassessing categorisation (based on

the lowest level input that is significant

to the fair value measurement as a whole)

at the end of each reporting period.

Further disclosures on the particular

valuation techniques used by the Group

are provided in note 24.

Where significant assets, such as property,

are valued by reference to fair value less

costs of disposal, an external valuation will

normally be obtained using professional

valuers who have appropriate market

knowledge, reputation and independence.

Offsetting of financial assets

and financial liabilities

Financial assets and financial liabilities

are offset and the net amount is

reported in the Group statement of

financial position if there is a currently

enforceable legal right to offset the

recognised amounts and there is an

intention to settle on a net basis or to

realise the assets and settle the liabilities

simultaneously. To meet these criteria,

the right of set-off must not be contingent

on a future event and must be legally

enforceable in all of the following

circumstances: the normal course of

business; the event of default; and the

event of insolvency or bankruptcy of

the Group and all of the counterparties.

Taxes

Current tax

Current income tax assets and liabilities

for the current and prior periods are

measured at the amount expected to

be recovered from, or paid to, the tax

authorities. The tax rates and tax laws

used to compute the amount are those

that are enacted or substantively enacted

at the end of the reporting period.

The calculation of the Group’s current

tax charge involves consideration of

applicable tax laws and regulations in

many jurisdictions throughout the world.

From time to time, the Group is subject

to tax audits and uncertainties in these

jurisdictions. The issues involved can be

complex and audits may take a number

of years to conclude. Where the

interpretation of local tax law is not clear,

management relies on judgement and

accounting estimates to ensure all

uncertain tax positions are adequately

provided for in the Group Financial

Statements, in accordance with IFRIC 23

‘Uncertainty over Income Tax Treatments’,

representing the Group’s view of the

most likely outcome or, where multiple

issues are considered likely to be settled

together, the probability weighted

amounts of the range of possible

outcomes.

This may involve consideration of

some or all of the following factors:

–strength of technical argument,

impact of case law and clarity

of legislation;

–professional advice;

–experience of interactions, and

precedents set, with the particular

taxing authority; and

–agreements previously reached in

other jurisdictions on comparable

issues.

Deferred tax

Deferred tax assets and liabilities arise

and are generally recognised in respect

of temporary differences between the

tax base and carrying value of assets

and liabilities.

Deferred tax is calculated at the tax

rates that are expected to apply in the

periods in which the asset is released

or the liability will be settled, based

on tax rates and laws enacted or

substantively enacted at the end

of the reporting period.



192	IHG	Annual Report and Form 20-F 2025



	Accounting policies continued

Judgement is used when assessing

the extent to which deferred tax assets,

particularly in respect of tax losses,

should be recognised. Deferred tax

assets are only recognised to the extent

that it is regarded as probable that there

will be sufficient and suitable taxable

profits or deferred tax liabilities in the

relevant legal entity or tax group against

which such assets can be utilised in

the future. For this purpose, forecasts

of future profits are considered by

assessing estimated future cash flows,

consistent with those disclosed on

page 183 within ‘Going concern’.

Tax assumptions are overlaid to

these profit forecasts to estimate

the future taxable profits.

Deferred tax is not provided on

temporary differences arising on

investments in subsidiaries where the

Group is able to control the timing of

the reversal and it is probable that the

temporary difference will not reverse

in the foreseeable future.

Where deferred tax assets and liabilities

arise in the same entity, or group of

entities, and there would be a legal right

to offset the assets and liabilities were

they to reverse, the assets and liabilities

are also offset in the Group statement

of financial position.

The Group has applied the exception to

recognising and disclosing information

about deferred tax assets and liabilities

related to Pillar Two income taxes.

Retirement benefits

Defined contribution plans

Payments to defined contribution plans

are charged to the Group income

statement as they fall due.

Defined benefit plans

Plan assets are measured at fair value

and plan liabilities are measured on an

actuarial basis using the projected unit

credit method, discounted at an interest

rate equivalent to the current rate of

return on a high-quality corporate bond

of equivalent currency and term to the

plan liabilities. The difference between

the value of plan assets and liabilities at

the period-end date is the amount of

surplus or deficit recorded in the Group

statement of financial position as an

asset or liability. An asset is recognised

when the employer has an unconditional

right to use the surplus at some point

during the life of the plan or on its

wind-up.

The service cost of providing pension

benefits to employees, together with

the net interest expense or income

for the year, is charged to the Group

income statement within administrative

expenses. Net interest is calculated

by applying the discount rate to the

net defined benefit asset or liability,

after any asset restriction.

Remeasurements comprise actuarial

gains and losses, the return on plan

assets and changes in the amount of

any asset restrictions. Actuarial gains

and losses may result from differences

between the actuarial assumptions

underlying the plan liabilities and actual

experience during the year or changes

in the actuarial assumptions used

in the valuation of the plan liabilities.

Remeasurement gains and losses,

and taxation thereon, are recognised

in other comprehensive income and

are not reclassified to profit or loss

in subsequent periods.

Actuarial valuations are carried out

on a regular basis and are updated for

material transactions and other material

changes in circumstances (including

changes in market prices and interest

rates) up to the end of the reporting

period.

Deferred compensation plan

The Group operates a deferred

compensation plan in the US which

allows certain employees to make

additional provision for retirement

through the deferral of salary with

matching company contributions within

a dedicated trust. The related assets

and liabilities are recognised in the

Group statement of financial position.

The Group’s obligation to employees

under the plan is limited to the fair value

of assets held by the plan and so the

assets and liabilities are valued at the

same amount, with no net impact

on profit or loss.

Share-based payments

The cost of equity-settled share-based

payment transactions with employees

is measured by reference to fair value at

the date at which the right to the shares

is granted. Fair value is determined

by an external valuer using option

pricing models.

The cost of equity-settled share-based

payment transactions is recognised,

together with a corresponding increase

in equity, over the period in which any

performance or service conditions are

fulfilled, ending on the date on which

the relevant employees become fully

entitled to the award (vesting date).

The Group income statement charge

represents the movement in cumulative

expense recognised at the beginning

and end of that year. No expense is

recognised for awards that do not

ultimately vest, except for awards where

vesting is conditional upon a market or

non-vesting condition, which are treated

as vesting irrespective of whether or

not the market or non-vesting condition

is satisfied, provided that all other

performance and/or service conditions

are satisfied.

Provisions

Provisions are recognised when

the Group has a present obligation as

a result of a past event, it is probable that

a payment will be made and a reliable

estimate of the amount payable can

be made. If the effect of the time value

of money is material, the provision

is discounted using a current pre-tax

discount rate that reflects the risks

specific to the liability.

Commercial litigation and disputes

A provision is made when management

consider it probable that payment may

occur and the amount can be reliably

estimated even though the defence of

the related claim may still be ongoing

through the court or arbitration process.

Self-insurance reserves

The Group holds insurance policies with

third-party insurers against certain risks

relating to its corporate operations and

owned and leased properties. Certain risks

are reinsured through the Group’s captive

insurance company (the ‘Captive’),

SCH Insurance Company. This reduces

the cost of insurance to the Group.

For both the Group’s self-insurance

provisions and its external insurance

obligations, in addition to the Captive

obtaining regulatory approval, each line

of insurance is subject to review and

approval by the Insurance Executive

Sub-Committee. The level of retained

risk and expected loss is reviewed

annually to balance the level of risk

against external risk transfer costs.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	193

Insurance reserves are held principally

in the Captive. They are established

using independent actuarial

assessments, which reflect current

expectations of the future economic

outlook, or are based on past claims

experience provided by third parties.

Amounts utilised are principally paid

to third-party insurers or dedicated

claims handlers for subsequent

settlement with the claimant.

Insurance

The Group’s insurance reserves relating

to managed hotels are included in the

Group statement of financial position as

insurance liabilities. Insurance liabilities

include both claims which are incurred

but not reported (‘IBNR’) and those

reported but not yet settled. Reserves

are established using IFRS 17’s premium

allocation approach, as all policies have

a duration of 12 months or less, and

incorporate independent actuarial

assessments which reflect current

expectations of the future economic

outlook and past claims experience.

The Group assesses other arrangements

with guarantees and similar features

to determine whether an insurance

contract exists. No material contracts

have been identified to date.

Insurance revenue and insurance

expenses are presented separately

within the Group income statement.

Insurance revenue comprises

reinsurance premiums which are

recognised over the period of coverage;

insurance expenses comprise the cost

of claims and associated expenses.

The effect of discounting is immaterial.

In order to protect certain third-party

insurers against the solvency risk of

the Captive, the Group obtains stand-by

letters of credit (‘SBLCs’) from various

banks with a total value of $75m

(2024: $84m). Other Group companies

indemnify the banks against losses

under these SBLCs, however this

represents a secondary guarantee

of the Group’s obligations which are

already recorded on the statement of

financial position, either as insurance

liabilities under IFRS 17 or as self-

insurance provisions. No additional

liability is therefore recorded in

respect of these indemnities.

Disposal of non-current assets

The Group recognises sales proceeds

and any related gain or loss on disposal

on completion of the sales process.

In determining whether the gain or

loss should be recorded, the Group

considers whether it:

–has a continuing managerial

involvement to the degree

associated with asset ownership;

–has transferred the significant risks

and rewards associated with asset

ownership; and

–can reliably measure and will

actually receive the proceeds.

Equity share capital and reserves

Equity share capital

Equity share capital includes the total

net proceeds (both nominal value

and share premium) on issue of the

Company’s equity share capital. Share

premium represents the amount of

proceeds received for shares in excess

of their nominal value.

Capital redemption reserve

The capital redemption reserve

maintains the nominal value of the

equity share capital of the Company

when shares are repurchased

and cancelled.

Shares held by employee share trusts

comprise ordinary shares held by

employee share trusts.

Other reserves

Other reserves comprise the merger

and revaluation reserves previously

recognised under UK GAAP, together

with the reserve arising as a consequence

of the Group’s capital reorganisation in

June 2005. The revaluation reserve relates

to the previous revaluations of property,

plant and equipment which were

included at deemed cost on adoption

of IFRS. Following the change in

presentational currency to US dollars

in 2008, this reserve also includes

exchange differences arising on

retranslation to period-end exchange

rates of equity share capital, the capital

redemption reserve and shares held

by employee share trusts.

Fair value reserve

The fair value reserve comprises

movements in the value of financial

assets measured at fair value through

other comprehensive income.

Cash flow hedge reserves

The cash flow hedge reserves comprise:

–Cash flow hedge reserve: the

effective portion of the cumulative

net change in the fair value of hedging

instruments used in cash flow hedges

pending subsequent recognition

in profit or loss; and

–Cost of hedging reserve: the gain

or loss which is excluded from

the designated hedging instrument

relating to the foreign currency

basis spread of currency swaps.

Currency translation reserve

The currency translation reserve

comprises the movement in exchange

differences arising from the translation

of foreign operations and exchange

differences on foreign currency

borrowings and derivative financial

instruments that provide an effective

hedge against net investments in

foreign operations. On adoption of IFRS,

cumulative exchange differences were

deemed to be $nil.

Non-controlling interest

A non-controlling interest is equity in a

subsidiary of the Group not attributable,

directly or indirectly, to the Group.

Climate change

There are no climate-related estimates

and assumptions that have a material

impact on asset values in the Group

Financial Statements. In particular,

the following have been considered:

–In the case of goodwill and brands,

the carrying value is recovered in

less than five years under the Base

Case forecasts and is not susceptible

to medium-term risks.

–In the case of the InterContinental

Boston, for which the lease expires

in 2105, the last impairment test

performed indicated sufficient

headroom above the asset value

before the asset would be impaired.



194	IHG	Annual Report and Form 20-F 2025



	Accounting policies continued

–In the case of other hotel assets

(within property, plant and equipment,

right-of-use assets, associates or

other financial assets) the remaining

economic lives, whether they are

sensitive to the impact of transitional

risks or are susceptible to physical

risks.

–In the case of contract assets, the

term of the management agreement

and the significant headroom of fee

income over the asset carrying value.

–In the case of trade deposits and

loans, the short-term repayment

period of these assets.

–In the case of insurance liabilities and

self-insurance provisions, the lines of

insurance written by the Captive and

procured externally, the terms of

those policies and coverage from

third-party insurers.

–The period of coverage of performance

guarantees and owner loan guarantees,

together with caps on the Group’s

exposure.

Additionally, increasing operating costs

over the medium term, for example

energy, are not expected to have a

material impact on any of the

Group’s assets.

While there is currently no material

medium-term impact expected from

climate change, the risks attached

to climate change continue to evolve

and these will continue to be assessed

against the Group’s judgements

and estimates.

New accounting standards

and other changes

Adoption of new accounting standards

From 1 January 2025, the Group has

applied the following amendments:

–IAS 21 – Lack of Exchangeability

The amendment has not had a material

impact on the Group’s reported financial

performance or position.

New standards issued but not

yet effective

From 1 January 2026, the Group

will apply the amendments to:

–IFRS 7 and 9 – Amendments to the

Classification and Measurement

of Financial Instruments;

–IFRS 7 and 9 – Contracts Referencing

Nature-dependent Electricity; and

–Amendments arising from the IASB’s

Annual Improvements Volume 11.

From 1 January 2027, the Group will

apply the amendment to:

–IAS 21 – Translation to a

Hyperinflationary Presentation

Currency.

There is no anticipated material

impact from these amendments

on the Group’s reported financial

performance or position.

IFRS 18 Presentation and Disclosure

in Financial Statements

The Group will adopt IFRS 18 with

effect from 1 January 2027. This will

replace IAS 1 ‘Presentation of Financial

Statements’. IFRS 18 will require entities

to classify all income and expenses

within the income statement into

the following categories: operating,

investing, financing, tax and

discontinued operations and will

introduce two new defined subtotals

within the Group income statement,

operating profit and profit before

financing and income taxes. Operating

profit, as defined by IFRS 18, will differ

from operating profit as reported

in these financial statements. The

primary differences are expected to

be the inclusion of foreign exchange

gains and losses and exclusion of the

Group’s share of profit and losses of

associates and joint ventures from IFRS

18’s operating profit. The Group’s share

of profit and losses of associates and

joint ventures will form part of IFRS 18’s

investing category.

IFRS 18 will require restatement

of comparative periods. There will be

no change to the Group’s reported

profit for the year ended 31 December

2025 or net liabilities as that date when

reported, in 2027, after adoption of

IFRS 18.

IFRS 18 introduces additional disclosures

within the notes to the Group financial

statements for management-defined

performance measures (subtotals of

income and expense that communicate

management’s view of the performance

of the Group as a whole). Disclosures

relating to Non-GAAP measures that

meet IFRS 18’s management-defined

performance measures definition,

primarily adjusted profit and interest

measures, will be included within the

financial statements in 2027.

The new standard introduces new

principles around aggregation and

disaggregation of information within

the financial statements. Related

amendments to IAS 7 ‘Statement of

Cash Flows’ will require the Group

statement of cash flows to reconcile

operating profit or loss to operating

cash flows and will change the Group’s

classification of cash flows from

dividends and interest.

The Group has completed its initial

impact assessment, highlighting the

key impacts of the standard as set out

above. This work will continue in 2026.

Other changes

Foreign exchange gains and losses,

which are primarily related to the

Group’s internal funding structure, have

been presented on a separate line of

the Group income statement to provide

greater clarity over a significant balance.

The 2024 and 2023 amounts were

previously presented within ‘Financial

expenses’. Note 7 has been revised to

exclude foreign exchange gains and

losses in the comparative periods.

Where applicable to other notes, foreign

exchange gains and losses and net

financial expenses are now presented

separately in all periods, with no change

in totals.



196	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

2. Segmental information continued

Non-cash items included within operating profit from reportable segments


	Americas	EMEAA	Greater China	Central	Group
Year ended 31 December 2025	$m	$m	$m	$m	$m
Depreciation and amortisationa	25	13	3	26	67
Contract assets deduction in revenue	30	21	1	–	52
Equity-settled share-based payments cost	13	7	4	18	42
Share of profit of associates and joint ventures	–	(6)	–	–	(6)


	Americas	EMEAA	Greater China	Central	Group
Year ended 31 December 2024	$m	$m	$m	$m	$m
Depreciation and amortisationa	24	12	3	26	65
Contract assets deduction in revenue	24	18	1	–	43
Equity-settled share-based payments cost	10	5	3	19	37
Share of profit of associates and joint ventures	(4)	(6)	–	–	(10)


	Americas	EMEAA	Greater China	Central	Group
Year ended 31 December 2023	$m	$m	$m	$m	$m
Depreciation and amortisationa	24	12	4	27	67
Contract assets deduction in revenue	21	15	1	–	37
Equity-settled share-based payments cost	9	4	2	16	31
Share of profit of associates (excluding exceptional items)	(5)	(8)	–	–	(13)

a.Includes $18m (2024: $16m, 2023: $17m) relating to cost of sales in owned & leased hotels and $49m (2024: $49m, 2023: $50m) relating to other assets.

A further $79m (2024: $80m, 2023: $83m) was recorded within System Fund and reimbursable expenses.

Geographical information


	2025	2024	2023
Year ended 31 December	$m	$m	$m
Revenue
United Kingdom	312	291	263
United States	1,965	1,902	1,777
Rest of World	1,195	1,119	1,020
	3,472	3,312	3,060
System Fund revenues (note 31)	1,717	1,611	1,564
	5,189	4,923	4,624

For the purposes of the above table, fee business, owned & leased and reimbursable revenues are determined according to the

location of the hotel and other revenue is attributed to the country of origin. In addition to the United Kingdom, revenue relating

to an individual country is separately disclosed when it represents 10% or more of total revenue. System Fund revenues are not

included in the geographical analysis as the Group does not monitor the Fund’s revenue by location of the hotel or, in the case

of the loyalty programme, according to the location where members consume their rewards.


	2025	2024a
31 December	$m	$m
Non-current assets
United Kingdom	152	125
United States	1,107	1,110
Rest of World	1,241	1,017
	2,500	2,252

a.The Group has revised the methodology used to allocate brands and software to individual countries to better reflect how intangible corporate assets

are deployed globally at each reporting date. The assets were previously allocated based on the location of the owning entity or based on long-term

trading expectations at the time the asset was acquired. They are now allocated based on the most relevant distribution of open and pipeline rooms at

the reporting date. The change in policy reduced the United States total by $280m (2024: $260m) and increased the United Kingdom and Rest of World

by $35m (2024: $21m) and $245m (2024: $239m), respectively. No additional countries exceeded 10% of total non-current assets.

For the purposes of the above table, non-current assets comprise goodwill and other intangible assets, property, plant and equipment,

right-of-use assets, investments in associates and joint ventures, non-current other receivables, non-current contract costs and

non-current contract assets. In addition to the United Kingdom, non-current assets relating to an individual country are separately

disclosed when they represent 10% or more of total non-current assets, as defined above.

$294m (2024: $307m) of tangible fixed assets are located in the United States, of which $93m (2024: $99m) relates to property,

plant and equipment and $201m (2024: $208m) relates to right-of-use assets.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	197

3. Revenue

Disaggregation of revenue


	Americas	EMEAA	Greater China	Central	Group
Year ended 31 December 2025	$m	$m	$m	$m	$m
Franchise and base management fees	943	299	129	–	1,371
Incentive management fees	20	134	36	–	190
Central revenue	–	–	–	336	336
Revenue from fee business	963	433	165	336	1,897
Revenue from owned & leased hotels	166	378	–	–	544
Revenue from insurance activities	–	–	–	27	27
	1,129	811	165	363	2,468
System Fund revenues (note 31)					1,717
Reimbursable revenues (note 31)					1,004
Total revenue					5,189

Central revenue arises principally from technology fee income and ancillary revenues including co-brand licensing fees

and, following execution of a revised agreement with the IHG Owners Association in 2024, a portion of revenue from the

consumption of certain IHG One Rewards points. The agreed change initially applied to 50% of proceeds from points sold

to consumers from 1 January 2024 and increased to 100% from 1 January 2025. In line with the Group’s accounting policy

(see page 186), revenue from the sale of points is deferred until the future benefit has been consumed by the member.


	Americas	EMEAA	Greater China	Central	Group
Year ended 31 December 2024	$m	$m	$m	$m	$m
Franchise and base management fees	958	277	122	–	1,357
Incentive management fees	21	118	39	–	178
Central revenue	–	–	–	239	239
Revenue from fee business	979	395	161	239	1,774
Revenue from owned & leased hotels	162	353	–	–	515
Revenue from insurance activities	–	–	–	23	23
	1,141	748	161	262	2,312
System Fund revenues (note 31)					1,611
Reimbursable revenues (note 31)					1,000
Total revenue					4,923


	Americas	EMEAA	Greater China	Central	Group
Year ended 31 December 2023	$m	$m	$m	$m	$m
Franchise and base management fees	936	253	115	–	1,304
Incentive management fees	21	101	46	–	168
Central revenue	–	–	–	200	200
Revenue from fee business	957	354	161	200	1,672
Revenue from owned & leased hotels	148	323	–	–	471
Revenue from insurance activities	–	–	–	21	21
	1,105	677	161	221	2,164
System Fund revenues (note 31)					1,564
Reimbursable revenues (note 31)					896
Total revenue					4,624

Contract balances


	2025	2024
31 December	$m	$m
Trade receivables (note 16)	698	651
Contract assets	798	650
Deferred revenue	(2,169)	(2,060)



198	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

3. Revenue continued

Contract assets


	2025	2024
	$m	$m
At 1 January	650	459
Additions	183	237
Recognised as a deduction to revenue	(52)	(43)
Impairment reversals (note 6)	–	3
Repayments	(2)	–
Exchange and other adjustments	19	(6)
At 31 December	798	650

Analysed as:
Current	47	38
Non-current	751	612
	798	650

The increase in the balance of contract assets in 2025 and 2024 is due to payments in the year exceeding amounts recognised

as a reduction to revenue over the term of the relevant management and franchise agreements, reflecting the growth in the

Group’s system size including the NOVUM conversion portfolio signed in 2024.

The Group also has future commitments for key money payments which are contingent upon future events and may reverse.

At 31 December 2025, the maximum exposure remaining under performance guarantees was $67m (2024: $77m).

Deferred revenue


	Loyalty programme	Other co- brand fees	Application & re- licensing fees	Other	Total
	$m	$m	$m	$m	$m
At 1 January 2024	1,529	22	171	126	1,848
Increase in deferred revenue	726	97	23	61	907
Recognised as revenue	(602)	(8)	(23)	(58)	(691)
Exchange and other adjustments	–	–	–	(4)	(4)
At 31 December 2024	1,653	111	171	125	2,060
Increase in deferred revenue	784	36	24	69	913
Recognised as revenue	(710)	(12)	(22)	(65)	(809)
Exchange and other adjustments	–	–	–	5	5
At 31 December 2025	1,727	135	173	134	2,169

Analysed as:
Current	715	13	22	79	829
Non-current	1,012	122	151	55	1,340
	1,727	135	173	134	2,169

At 31 December 2024 analysed as:
Current	661	12	23	70	766
Non-current	992	99	148	55	1,294
	1,653	111	171	125	2,060

Increase in deferred revenue includes both amounts received and recognised as revenue in the same year. Amounts recognised

as revenue were included in deferred revenue at the beginning of the year.

Loyalty programme revenues, shown gross in the table above, are presented net of the corresponding redemption cost in the

Group income statement.

Other deferred revenue includes guest deposits received by owned & leased hotels and technical service fees.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	199

3. Revenue continued

Transaction price allocated to remaining performance obligations

The expected timing of recognition of amounts received and not yet recognised relating to performance obligations that were

unsatisfied at the year end are as follows:


	2025			2024
	Loyalty and co-brand	Other	Total	Loyalty and co-brand	Other	Total
	$m	$m	$m	$m	$m	$m
Less than one year	728	101	829	673	93	766
Between one and two years	364	41	405	355	43	398
Between two and three years	221	32	253	214	30	244
Between three and four years	146	25	171	140	24	164
Between four and five years	100	22	122	95	22	117
More than five years	303	86	389	287	84	371
	1,862	307	2,169	1,764	296	2,060

Contract costs


	2025	2024
	$m	$m
At 1 January	95	87
Costs incurred	20	18
Charged to income statement	(9)	(8)
Exchange and other adjustments	2	(2)
At 31 December	108	95

Analysed as:
Current	5	5
Non-current	103	90
	108	95

4. Staff costs and Directors’ remuneration

Staff costs and average number of employees


	2025	2024	2023
Staff costs	$m	$m	$m
Wages and salaries	1,888	1,890	1,752
Social security costs	167	159	143
Share-based payment cost (note 27)	72	67	56
Pension and other post-retirement benefits:
Defined benefit plans	7	7	4
Defined contribution plans	66	62	58
	2,200	2,185	2,013

Analysed as:
Costs borne by IHGa	792	800	747
Costs borne by the System Fund or reimburseda	1,408	1,385	1,266
	2,200	2,185	2,013

a.In 2025, includes $8m classified as exceptional relating to the global efficiency programme. An additional $7m is included in costs borne by the System

Fund or reimbursed.



200	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

4. Staff costs and Directors’ remuneration continued

Staff costs and average number of employees continued


Monthly average number of employees, including part-time employees	2025	2024	2023
Employees whose costs are borne by IHG:
Americas	1,665	1,612	1,578
EMEAA	3,629	3,635	3,642
Greater China	368	357	352
Central	1,797	1,783	1,720
	7,459	7,387	7,292
Employees whose costs are borne by the System Fund or are reimbursed	20,390	20,752	20,306
	27,849	28,139	27,598

Directors’ remuneration


	2025	2024	2023
	$m	$m	$m
Base salaries, fees, annual performance payments and benefits	7.8	6.9	6.9


+	More detailed information on the remuneration including pensions and share awards for each Director is shown in the Directors’ Remuneration Report within the ‘Single total figure of remuneration’ tables for Executive Directors on page 148 and Non-Executive Directors on page 156. Shareholdings for each Director are shown within ‘Shares and awards held by Executive Directors at 31 December 2025’ for Executive Directors on page 153 and ‘Non-Executive Directors’ shareholdings’ for Non-Executive Directors on page 156.

5. Auditor’s remuneration paid to PricewaterhouseCoopers LLP


	2025	2024	2023
	$m	$m	$m
Audit of the Financial Statements	7	7	7
Audit of subsidiaries	3	3	3
Other assurance servicesa	2	1	1
	12	11	11

Under SEC regulations analysed as:
Audit	11	10	10
Other audit-related	1	1	1
	12	11	11

a.Other assurance services consists of controls assurance engagements, assurance services connected with the issue of bonds and audit of System

Fund financial information.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	201

6. Operating exceptional items


	Note	2025	2024	2023
	Note	$m	$m	$m
Global efficiency programme	(a)	(12)	–	–
Commercial litigation and disputes	(b)	(9)	(12)	–
Share of profits on the Barclay associate	(c)	–	–	18
Business interruption insurance	(d)	–	–	10
Impairment reversal on financial assets	(e)	–	6	–
Impairment reversal on property, plant and equipment	(f)	–	3	–
Impairment reversal on contract assets	(g)	–	3	–
Operating exceptional items		(21)	–	28

Operating exceptional items analysed as:
Americas		(2)	4	27
EMEAA		(13)	(4)	1
Central		(6)	–	–
		(21)	–	28

Cash flows relating to operating exceptional items	(h)	(23)	8	(29)


+	The above items are defined by management as exceptional as further described on page 187.

(a) Global efficiency programme

Comprises costs incurred in the ongoing delivery of a global efficiency programme, designed to achieve incremental cost base

efficiencies and effectiveness. The costs, included within ‘Cost of sales’ and ‘Administrative expenses’ in the Group income

statement, are presented as exceptional because they relate to a comprehensive programme and therefore do not reflect

normal, ongoing costs of the business. An additional $10m was charged to the System Fund (see note 31). Further exceptional

costs are expected to be incurred to complete the programme in 2026.

(b) Commercial litigation and disputes

From time to time, the Group is subject to legal proceedings the ultimate outcome of each being always subject to many

uncertainties inherent in litigation. The charge relates to the EMEAA region and includes legal costs. The costs, included within

‘Administrative expenses’ in the Group income statement, are presented as exceptional reflecting the quantum of the costs

and nature of the disputes.

Related to the reversal of a liability for amounts payable to the Barclay associate, linked to the value of the hotel. The reversal,

included within ‘Share of profits of associates and joint ventures’ in the Group income statement, was presented as exceptional

for consistency with the treatment of the corresponding expense.

(d) Business interruption insurance

Related to amounts receivable from the Group’s insurer under its business interruption policy for certain owned & leased hotels

due to Covid-19. The income, included within ‘Other operating income’, was presented as exceptional due to its size.

(e) Impairment reversal on financial assets

The 2024 reversal of $6m related to impairments originally recorded in 2020. These reversals, included within ‘Impairment (loss)/

reversal on financial assets’ in the Group income statement, were presented as exceptional for consistency with the treatment

of the corresponding impairments.

(f) Impairment reversal on property, plant and equipment

The 2024 reversal of $3m related to one hotel in the UK portfolio. The original impairment was recorded in 2020. The reversal,

included within ‘Other net impairment charges’ in the Group income statement, was presented as exceptional for consistency

with the treatment applied in prior years.

(g) Impairment reversal on contract assets

The 2024 reversal of $3m related to an impairment originally recorded in 2020. The reversal, included within ‘Other net

impairment charges’ in the Group income statement, was presented as exceptional for consistency with the treatment applied

in prior years.

(h) Cash flows relating to operating exceptional items

Comprises the cash flows within the year relating to all operating exceptional items from the current and previous periods.



202	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

7. Financial income and expenses


	2025	2024a	2023a
	$m	$m	$m
Financial income
Financial income on deposits and money market funds	33	48	33
Interest income on loans and other assets	16	15	6
	49	63	39

Financial expenses
Interest expense on external borrowings	165	131	85
Interest expense on lease liabilities	30	30	29
Unwind of discount on deferred purchase consideration	–	–	1
Other charges	7	17	11
	202	178	126

a.In 2025, foreign exchange gains/(losses) have been presented on a separate line of the Group income statement. The 2024 and 2023 amounts were

previously presented within ‘Financial expenses’.

Financial income comprises $34m (2024: $47m, 2023: $24m) relating to financial assets held at amortised cost and $15m

(2024: $16m, 2023: $15m) relating to financial assets held at FVTPL.

Interest expense on external borrowings and unwind of discount on deferred purchase consideration relate to financial liabilities

which are held at amortised cost. Other charges includes bank charges and non-bank interest expense.

In 2025, $44m (2024: $49m, 2023: $43m) was payable to the System Fund in relation to interest accumulated on the balance of

cash received in advance of the consumption of points awarded through the IHG One Rewards loyalty programme. The expense

and corresponding System Fund interest income are eliminated within financial expenses. On a net basis, financial income and

expenses includes $3m (2024: $1m, 2023: $1m) of other interest which is also attributable to the System Fund.

8. Tax

Tax on profit for the year


	United Kingdom			Other jurisdictions			Total
	2025	2024	2023	2025	2024	2023	2025	2024	2023
	$m	$m	$m	$m	$m	$m	$m	$m	$m
Current taxa
Current period	15	24	16	306	292	245	321	316	261
Adjustments in respect of prior periods	2	–	–	(3)	–	12	(1)	–	12
	17	24	16	303	292	257	320	316	273
Deferred tax
Origination and reversal of temporary differences	12	11	1	(39)	(56)	(21)	(27)	(45)	(20)
Changes in tax rates and tax laws	–	–	–	–	–	2	–	–	2
Adjustments to unprovided or unrecognised deferred taxb	–	–	–	21	–	5	21	–	5
Adjustments in respect of prior periods	6	(2)	1	(5)	–	(1)	1	(2)	–
	18	9	2	(23)	(56)	(15)	(5)	(47)	(13)
Income tax charge for the yearc	35	33	18	280	236	242	315	269	260

a.Includes $6m (2024: $2m, 2023: $nil) in respect of taxes arising under the Pillar Two framework.

b.In 2025, relates to tax arising following the completion of an intragroup restructuring.

c.‘Other jurisdictions’ includes $205m (2024: $169m, 2023: $172m) in respect of US taxes.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	203

8. Tax continued

The income tax charge includes the following exceptional items:


	2025		2024		2023
	Current tax	Deferred tax	Current tax	Deferred tax	Current tax	Deferred tax
	$m	$m	$m	$m	$m	$m
Tax on operating exceptional itemsa	4	1	–	–	(3)	(4)
Exceptional tax chargeb	(34)	13	–	–	–	–
		(16)		–		(7)

a.Comprises the tax impacts of the operating exceptional items in note 6.

b.Comprises a $34m current tax charge and a $34m deferred tax credit, both in respect of tax that arose on the acquisition of Holiday Inn in 1990,

and a $21m deferred tax charge following the completion of an intra-group restructuring transaction, which otherwise has had no impact on the

consolidated financial statements. These are presented as exceptional due to their size and non-recurring nature.

Reconciliation of tax charge


	2025	2024	2023
	%	%	%
Tax at UK blended rate	25.0	25.0	23.5
Tax credits	(0.5)	(0.6)	(0.5)
System Funda	(0.1)	1.2	(1.3)
Foreign exchange losses/(gains)	(0.6)	1.0	(1.0)
Other permanent differencesb	–	(0.5)	0.9
Non-recoverable foreign taxes	3.0	2.4	1.3
Net effect of different rates of taxc	0.4	1.5	1.5
Effect of substantive enactment of UAE tax rates and lawsd	–	–	(0.9)
Effect of changes in other tax rates and laws	–	–	0.2
Items on which deferred tax arose but where no deferred tax is recognisede	0.2	0.2	0.2
Effect of adjustments to unprovided or unrecognised deferred taxesf	1.9	–	0.5
Adjustments to the tax charge in respect of prior periodsg	–	(0.2)	1.3
	29.3	30.0	25.7

a.The System Fund is, in general, not subject to taxation.

b.Includes (0.8)%pts (2024: (1.0)%pts, 2023: (0.6)%pts) in respect of the US Foreign-Derived Intangible Income regime.

c.Includes 1.1%pts (2024: 1.2%pts, 2023: 1.3%pts) driven by the relatively high blended US rate, which includes US Federal and State taxes.

d.During 2023, law implementing a new corporate income tax regime was substantively enacted in the UAE. This resulted in the recognition

of a deferred tax asset of $9m in the UAE. Absent further law change, this benefit is not likely to reoccur.

e.Predominantly in respect of losses arising in the year.

f.Adjustments relating to estimated recoverable deferred tax assets. In 2025, relates to a deferred tax charge following the completion of an intra-group

restructuring transaction. In 2023, included 0.7%pts relating to the provision of previously unprovided deferred tax liabilities which arise on temporary

differences in subsidiaries.

g.Relates to the finalisation of tax returns, activity from tax authorities such as tax audits and the reassessment of provisions for uncertain tax positions.

Factors that may affect the future tax charge

Many factors will affect the Group’s future tax rate, the main ones being future legislative developments, future profitability

of underlying subsidiaries and resolution of tax uncertainties.

In 2021, the OECD made proposals for worldwide tax reform under a two ‘pillar’ system – Pillar One and Pillar Two.

Pillar One (broadly, the reallocation of certain taxing rights to countries where customers are located) has not been enacted in

any jurisdiction and, in any event, the Group would not expect to be impacted. There has been no substantial progress by the

OECD on the Pillar One rules and there is no certainty as to whether these will be ever enacted.

Pillar Two seeks to impose a global minimum tax, essentially establishing a floor on corporate tax competition by ensuring a large

multinational enterprise is subject to tax in each jurisdiction at a 15% effective minimum tax rate. Pillar Two rules are in effect for

the Group and the Group’s Pillar Two liability for 2025 is estimated to be $6m. The administration and compliance behind the

rules are burdensome and the Group will rely on transitional ‘safe harbour’ exemptions which remove the need to prepare full

calculations for Pillar Two for qualifying territories. The OECD agreed in January 2026 that these transitional arrangements would

be extended a further year, until the end of 2027, and announced a permanent safe harbour that will replace it. Based upon this

announcement, the Group expects that it will be able to rely on the permanent safe harbour for a number of key jurisdictions,

such as the US and China where the Group’s blended effective tax rate exceeds 25%, and therefore considers the likelihood of

material future Pillar Two taxes arising to be low, based upon the current profile of the Group’s business. The Group continues

to monitor external tax developments in this area, particularly as the new permanent safe harbour passes through the

legislative process.



204	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

8. Tax continued

Tax paid

Total tax paid (net of refunds) of $307m (2024: $309m) is entirely in respect of operating activities. This comprises taxes paid

directly by Group entities to taxing authorities and taxes withheld at source in respect of fees payable to the Group. Taxes

withheld at source are paid by hotel owners to their local taxing authorities on behalf of the Group. The table below shows

the territories to whom taxes are directly paid by the Group which exceed $5m in the current or comparative periods, in

addition to the UK, the Group’s headquarter jurisdiction. The increase between 2023 and 2024 is predominantly driven by

the corresponding increase to Group profitability and movement in deferred taxes. During 2025, exceptional tax of $34m

was paid without which there would have been a year-on-year decrease in taxes paid, as a result of tax reforms in the US.


	2025	2024	2023
	$m	$m	$m
Chinaa	13	11	5
Japana	9	3	3
Mexicob	8	5	3
Singaporea	9	7	4
United Kingdomb	10	10	8
United Statesb	194	220	171
Other jurisdictions	17	15	12
	260	271	206
Taxes withheld at source	47	38	37
Tax paid per cash flow	307	309	243

Analysed as:
Exceptional tax paidc	34	–	–
Other	273	309	243
	307	309	243

a.Tax payments are typically based upon the previous year’s profits.

b.Tax payments are typically based upon the current year’s profits.

c.Exceptional tax paid of $34m in 2025 relates to the settlement of a tax liability in the United States which originally arose as a result of the acquisition

of Holiday Inn in 1990 and became due for payment in 2025. There was no net impact on the tax charge for any year presented. The payment is

classified as an exceptional cash flow due to its size and nature.

A reconciliation of tax paid to the current tax charge in the Group income statement is as follows:


	2025	2024	2023
	$m	$m	$m
Current tax charge in the Group income statement	320	316	273
Current tax charge/(credit) in the Group statement of comprehensive income	2	(3)	(6)
Current tax credit taken directly to equity	(15)	(6)	(5)
Total current tax charge	307	307	262
Movements to tax contingenciesa	(1)	(4)	(2)
Timing differences of cash tax paid and foreign exchange differences	1	6	(17)
Tax paid per cash flow	307	309	243

a.Tax contingency movements are included within the current tax charge but do not impact cash tax paid in the year. Settlements of tax contingencies

are included within cash tax paid in the year but not recorded in the current year tax charge.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	205

8. Tax continued

Deferred tax


	Property, plant, equipment and software	Application fees	Deferred gains on loan notesa	Associates	Lossesb	Deferred compensation and employee benefits	Deferred revenuec	Research and development	Intangible assets excluding software	Other short-term temporary differencesd	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m
At 1 January 2024	(30)	42	(34)	(60)	76	95	–	15	(46)	8	66
Group income statement	21	–	–	1	(7)	9	30	18	(14)	(11)	47
Group statement of comprehensive income	–	–	–	–	(3)	–	–	–	–	(13)	(16)
Group statement of changes in equity	–	–	–	–	–	9	–	–	–	–	9
Exchange and other adjustments	–	–	–	–	(1)	–	–	–	–	(1)	(2)
At 31 December 2024	(9)	42	(34)	(59)	65	113	30	33	(60)	(17)	104
Group income statement	(1)	1	34	1	–	8	19	(17)	(14)	(26)	5
Group statement of comprehensive income	–	–	–	–	–	–	–	–	–	14	14
Group statement of changes in equity	–	–	–	–	–	(6)	–	–	–	–	(6)
Exchange and other adjustments	2	–	–	–	5	3	–	–	2	–	12
At 31 December 2025	(8)	43	–	(58)	70	118	49	16	(72)	(29)	129

a.In 2025, movement is in respect of tax arising on the acquisition of Holiday Inn in 1990. This is included within the exceptional tax charge.

b.Wholly in respect of revenue losses.

c.The movements in 2024 arose as a result of a revised agreement with the IHG Owners Association (see note 3) and deferred revenue in respect

of co-branding agreements.

d.Primarily in respect of contract costs, right-of-use assets, unrealised foreign exchange and expected credit losses on trade receivables, none of

which has a balance exceeding $20m.

The analysis of the deferred tax balance after considering the offset of assets and liabilities within entities where there is a

legal right to do so and an analysis of the deferred tax balance showing all territories with balances greater than $10m in either

the current or prior year are as follows:


	2025	2024
	$m	$m
Deferred tax assets	146	122
Deferred tax liabilities	(17)	(18)
	129	104

Analysed as:
United Arab Emirates	13	12
United Kingdom	92	99
United States	33	–
Other	(9)	(7)
	129	104

A deferred tax asset of $4m (2024: $3m) has been recognised in legal entities which have made a loss in the current or the

previous year.



206	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

8. Tax continued

Recoverability of UK deferred tax assets

The Group has recognised deferred tax assets of $92m (2024: $99m) in the UK. The major components are revenue losses

of $65m (2024: $62m) and tax depreciation of $30m (2024: $32m), reduced by a deferred tax liability of $19m (2024: $13m) on

past tax deductions in respect of intellectual property. The losses have arisen by identifiable non-recurring events, for example

special contributions into a former Group pension scheme and the impact of Covid-19, absent which, the UK tax group would

have been profitable, and there has been a history of loss usage since the Covid-19 restrictions eased. The losses do not expire,

although they can only be offset against 50% of annual UK taxable profits.

Unrecognised deferred tax assets

The Group does not recognise deferred tax assets if it cannot anticipate being able to offset them against existing deferred tax

liabilities or against future profits or gains.

The total unrecognised deferred tax position is as follows:


	Gross		Unrecognised deferred tax
	2025	2024	2025	2024
	$m	$m	$m	$m
Revenue losses	480	432	84	75
Capital losses	630	580	158	146
	1,110	1,012	242	221
Tax credits	61	46	61	46
Othera	17	22	4	7
	1,188	1,080	307	274

a.Primarily relates to costs incurred for which tax relief has not been obtained.

There is no expiry date to any of the above unrecognised assets other than for the losses and tax credits as shown in the

table below:


	Gross		Unrecognised deferred tax
	2025	2024	2025	2024
Expiry date	$m	$m	$m	$m
2025	–	11	–	2
2026	6	7	1	1
2027	6	7	1	1
2029	10	10	10	10
2032	15	15	15	15
After 2032	34	21	34	21

Unprovided deferred tax liabilities

No deferred tax liability has been provided in respect of $42m (2024: $517m) of temporary differences relating to subsidiaries

(comprising undistributed earnings and inherent gains and losses).

Uncertain tax positions

Current tax payable includes $11m (2024: $9m) in respect of uncertain tax positions, with the largest single item not exceeding

$3m (2024: $3m). There are no amounts recognised in relation to uncertain tax positions within deferred tax in either the current

or prior year.

The Group’s most material territories for tax are the US and the UK, and the Group has now agreed all US federal tax returns up

to and including 2020. The US Internal Revenue Service is conducting routine audits of the 2021 and 2022 US federal tax return

periods. The Group considers the risk of material adjustment to be low. In the UK, the Group has agreed all UK Corporation Tax

returns for periods up to 2023.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	207

9. Dividends


	2025		2024		2023
Paid during the year	cents per share	$m	cents per share	$m	cents per share	$m
Final (declared for previous year)	114.4	180	104.0	172	94.5	166
Interim	58.6	90	53.2	87	48.3	79
	173.0	270	157.2	259	142.8	245

The final dividend in respect of 2025 of 125.9¢ per ordinary share (amounting to approximately $190m) is proposed for approval

at the AGM on 7 May 2026. The final dividend is first determined in US dollars and the sterling amount will be announced on

27 April 2026 using the average of the daily exchange rates for the three working days commencing 22 April 2026.

10. Earnings per ordinary share


Basic earnings per ordinary share	2025	2024	2023
Profit available for equity holders ($m)	758	628	750
Basic weighted average number of ordinary shares (millions)	154.4	161.2	169.0
Basic earnings per ordinary share (cents)	490.9	389.6	443.8

Diluted earnings per ordinary share
Profit available for equity holders ($m)	758	628	750
Diluted weighted average number of ordinary shares (millions)	155.8	163.0	170.0
Diluted earnings per ordinary share (cents)	486.5	385.3	441.2
Basic and diluted share denominators are calculated as follows:
	2025 millions	2024 millions	2023 millions
Weighted average number of ordinary shares in issue	161.0	168.6	177.0
Weighted average number of treasury sharesa	(6.6)	(7.4)	(8.0)
Basic weighted average number of ordinary shares	154.4	161.2	169.0
Dilutive potential ordinary shares	1.4	1.8	1.0
Diluted weighted average number of ordinary shares	155.8	163.0	170.0

a.Includes other shares that do not receive dividends.



208	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

11. Goodwill and other intangible assets


	Goodwill	Brands	Software	Management agreements	Other intangibles	Total
	$m	$m	$m	$m	$m	$m
Cost
At 1 January 2024	516	439	825	122	24	1,926
Additions	–	–	48	–	1	49
Fully amortised assets written off	–	–	(49)	–	(1)	(50)
Disposals	–	–	(4)	–	–	(4)
Exchange and other adjustments	(5)	–	–	–	–	(5)
At 31 December 2024	511	439	820	122	24	1,916
Additions	–	136	49	–	–	185
Fully amortised assets written off	–	–	(87)	–	–	(87)
Exchange and other adjustments	7	15	1	–	1	24
At 31 December 2025	518	590	783	122	25	2,038
Amortisation and impairment
At 1 January 2024	(180)	–	(528)	(103)	(16)	(827)
Provided	–	–	(17)	(1)	(1)	(19)
System Fund expense	–	–	(77)	–	(1)	(78)
Impairment charge	–	–	(2)	–	–	(2)
System Fund impairment charge	–	–	(3)	–	–	(3)
Fully amortised assets written off	–	–	49	–	1	50
Disposals	–	–	4	–	–	4
Exchange and other adjustments	–	–	1	–	–	1
At 31 December 2024	(180)	–	(573)	(104)	(17)	(874)
Provided	–	–	(14)	(1)	(1)	(16)
System Fund expense	–	–	(75)	–	–	(75)
Fully amortised assets written off	–	–	87	–	–	87
Exchange and other adjustments	(3)	–	–	(1)	(1)	(5)
At 31 December 2025	(183)	–	(575)	(106)	(19)	(883)

Net book value
At 31 December 2025	335	590	208	16	6	1,155
At 31 December 2024	331	439	247	18	7	1,042
At 1 January 2024	336	439	297	19	8	1,099


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	209

11. Goodwill and other intangible assets continued

Goodwill and brands

Brands

During the year, the Group acquired the Ruby brand and related intellectual property. The transaction is accounted for as

an asset acquisition. The brand was recognised at cost of €129m ($136m), including the fair value of contingent purchase

consideration at the acquisition date of €15m ($16m).

The carrying value of acquired brands at 31 December 2025 was $590m, including Ruby ($151m), Kimpton ($193m),

Regent ($57m) and Six Senses ($189m). Each brand is considered to have an indefinite life given their strong brand awareness and

reputation, and management’s commitment to continued investment in their growth. The brands are protected by trademarks

and there are not believed to be any legal, regulatory or contractual provisions that limit the useful lives of the brands. In the

hotel industry there are a number of brands that have existed for many years and IHG has brands that are over 60 years old.

Allocation of goodwill and brands to CGUs


	Americas (group of CGUs)	EMEAA (group of CGUs)	Greater China	Total
	$m	$m	$m	$m
At 1 January 2024a	282	415	78	775
Allocation adjustmentsa	3	(3)	–	–
Exchange adjustments	–	(5)	–	(5)
At 31 December 2024a	285	407	78	770
Additions	–	136	–	136
Allocation adjustments	(14)	13	1	–
Exchange adjustments	–	19	–	19
At 31 December 2025	271	575	79	925

Analysed as:
Goodwill	132	195	8	335
Brands	139	380	71	590

a.The Group has revised the methodology used to allocate brands to groups of CGUs. Brands, which are corporate assets for the purpose of impairment

testing, were previously allocated based on long-term trading expectations at the time the asset was acquired. They are now allocated based on the

current distribution of open and pipeline rooms to better reflect their deployment across the groups of CGUs at each reporting date. The change in

policy reduced the allocation to Americas at 31 December 2025 by $173m (2024: $134m) and increased the allocation to EMEAA and Greater China by

$124m (2024: $80m) and $49m (2024: $54m), respectively. No impairments arose under either policy. There is no change to the allocation of goodwill.

The recoverable amounts of the CGUs, or groups of CGUs, have been determined from value in use calculations. The key

assumptions are RevPAR growth (detailed on page 183 within ‘Going concern’), terminal growth rates and pre-tax discount rates.

Cash flows beyond the five-year period are extrapolated using terminal growth rates that do not exceed the average long-term

growth rates for the relevant markets. Cash flow projections are discounted using pre-tax rates that are based on the Group’s

weighted average cost of capital and incorporate adjustments reflecting risks specific to the territory of the CGU.

The weighted average terminal growth rates and pre-tax discount rates are as follows:


	2025		2024
	Terminal growth rate	Pre-tax discount rate	Terminal growth rate	Pre-tax discount rate
	%	%	%	%
Americas	2.0	12.0	2.1	11.6
EMEAA	2.3	12.9	2.5	13.6
Greater China	2.5	9.9	2.5	10.5

Given the significant amounts by which the recoverable amounts exceed the carrying values, and reflecting the number of years

of Base Case forecasts required to recover the carrying value, management have determined that impairment charges would

not arise from reasonably possible changes in the key assumptions.

Software

Software includes $60m relating to the development of the next-generation Guest Reservation System with Amadeus

of which $55m is internally developed software which is being amortised over seven to 10 years, with two years remaining

at 31 December 2025.

In 2024, a total of $5m impairment was charged relating to assets which had been replaced as a result of more recent initiatives.

Management agreements

Management agreements relate to contracts recognised at fair value on acquisition. The weighted average remaining

amortisation period for all management agreements is 11 years (2024: 13 years).



212	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

13. Leases continued

The Group’s leased assets mainly comprise hotels and offices. Leases contain a wide range of different terms and conditions.

The term of property leases ranges from one to ninety-nine years. The weighted average lease term remaining on the Group’s

top eight leases (which comprise 95% (2024: 95%) of the total lease liability) is 57 years (2024: 56 years). The InterContinental

Boston lease, expiring in 2105, has a significant impact on this weighted average lease term; excluding this lease the weighted

average lease term is six years (2024: seven years). Undiscounted cash flows on the Boston lease of $3,170m (2024: $3,191m)

represent 95% (2024: 95%) of the total undiscounted cash flows relating to lease liabilities.

Many of the Group’s property leases contain extension or early termination options, which are used for operational flexibility.

The lease agreement over the US corporate headquarters contains a material extension option which is not included in the

calculation of the lease asset and liability as the extension would not take effect before 2031 and there is no reasonable certainty

the option will be exercised. The value of the undiscounted rental payments relating to this lease and not included in the value

of the lease asset and liability is $339m. Additionally, the Group has the option to extend the term of the InterContinental Boston

lease for two additional 20-year terms, the first of which would take effect from 2105. These extension options have not been

included in the calculation of the lease liability.

Lease liabilities

The Group’s lease liabilities are discounted at incremental borrowing rates of up to 9.9%. The rate implicit in the InterContinental

Boston lease was 9.7% and was derived from a valuation of the hotel at lease inception in 2006.


	2025	2024
Currency	$m	$m
US dollars	343	357
Sterling	32	31
Euros	5	3
Other	26	23
	406	414

Analysed as:
Current	28	26
Non-current	378	388
	406	414

The maturity analysis of lease liabilities is disclosed in note 23.

The Group’s lease liability is not materially sensitive to inflation as $326m (2024: $335m) relates to the InterContinental Boston

and the US corporate headquarters, which both include fixed payments and are not subject to inflationary adjustments.

Amounts recognised in the Group income statement


	2025	2024	2023
	$m	$m	$m
Depreciation of right-of-use assets	24	22	22
System Fund depreciation of right-of-use assets	1	(2)	2
Impairment charge	1	–	–
Expense relating to variable lease payments	84	77	62
Expense relating to short-term leases and low-value assets	2	1	2
Income from operating subleases	(7)	(3)	(2)
Recognised in operating profit	105	95	86
Interest on lease liabilities	30	30	29
Total recognised in the Group income statement	135	125	115

Amounts recognised in the Group statement of cash flows


	2025	2024	2023
	$m	$m	$m
Operating activities	107	108	92
Investing activities	(4)	(4)	–
Financing activities	30	46	28
Net cash paid	133	150	120



214	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

15. Other financial assets


	2025	2024
	$m	$m
Equity securities	93	97
Restricted funds:
Ring-fenced amounts to satisfy insurance claims:
Cash	–	1
Money market funds	7	10
Accounts pledged as security	27	31
Other	2	1
	36	43
Trade deposits and loans	85	79
	214	219

Analysed as:
Current	3	7
Non-current	211	212
	214	219

Restricted funds

Amounts ring-fenced to satisfy insurance claims are principally held in the Group’s Captive, which is a regulated entity.

The accounts pledged as security are subject to a charge in favour of the members of the UK unfunded pension arrangement

(see note 26). During 2025, £5m ($7m) of the charge was released. The accounts will be pledged as security until the date at

which the UK unfunded pension liabilities have been fully discharged, unless otherwise agreed with the trustees, and amounts

pledged may change in future years.

Expected credit losses

Other financial assets with a net book value of $53m (2024: $50m) are subject to the expected credit loss model requirements

of IFRS 9. Equity securities, money market funds and other amounts measured at fair value are excluded. The gross value of

trade deposits and loans that were subject to the expected credit loss requirements is $56m with credit loss allowances

of $5m (2024: $51m gross, $3m allowance). Other expected credit losses are considered to be immaterial.

Credit risk

Restricted funds are held with bank counterparties which are rated at least A+ based on S&P’s ratings. Trade deposits and loans

are entered into with creditworthy third parties, subject to credit verification procedures. The maximum exposure to credit risk

of other financial assets at the end of the reporting period is their carrying value of $214m (2024: $219m).

16. Trade and other receivables


	2025	2024
	$m	$m
Current
Trade receivables	698	651
Other receivables	49	41
Prepayments	86	93
	833	785

Non-current
Finance lease receivables	7	12
Other receivables	7	5
Prepayments	5	18
	19	35


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	215

16. Trade and other receivables continued

Expected credit losses

The ageing of trade receivables shown below reflects the initial terms under the invoice rather than the revised terms in cases

where payment flexibility has been provided to owners. The net balances presented in the table below could result in additional

credit losses if they are ultimately found to be uncollectable. Expected credit losses relating to other receivables following their

initial recognition are immaterial.


			2025			2024
	Gross	Credit loss allowance	Net	Gross	Credit loss allowance	Net
	$m	$m	$m	$m	$m	$m
Not past due	400	–	400	384	–	384
Past due 1 to 30 days	105	(5)	100	90	(4)	86
Past due 31 to 90 days	81	(6)	75	80	(5)	75
Past due 91 to 180 days	59	(10)	49	53	(8)	45
Past due 181 to 360 days	59	(19)	40	66	(19)	47
Past due more than 361 days	144	(110)	34	98	(84)	14
	848	(150)	698	771	(120)	651


	2025	2024
Movement in the allowance for expected credit losses	$m	$m
At 1 January	(120)	(106)
Impairment loss	(20)	(16)
System Fund impairment loss	(19)	(9)
Amounts written off	13	8
Exchange and other adjustments	(4)	3
At 31 December	(150)	(120)

Credit risk

The Group trades only with recognised, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on

credit terms are subject to credit verification procedures. The maximum exposure to credit risk for trade and other receivables,

excluding prepayments, at the end of the reporting period is their carrying value of $761m (2024: $709m).

17. Cash and cash equivalents


	2025	2024
	$m	$m
Cash at bank and in hand	180	142
Short-term deposits	515	411
Money market funds	334	415
Repurchase agreements	100	40
Cash and cash equivalents as recorded in the Group statement of financial position	1,129	1,008
Bank overdrafts	(3)	(17)
Cash and cash equivalents as recorded in the Group statement of cash flows	1,126	991

Cash at bank and in hand includes bank balances of $28m (2024: $33m) which are matched by bank overdrafts of $3m

(2024: $17m) under the Group’s cash pooling arrangements. Under these arrangements, each pool contains a number of bank

accounts with the same financial institution and interest is paid/received on pooled net balances for each currency. The cash

pools are used for day-to-day cash management purposes and are managed as closely as possible to a zero balance on a

net basis for each pool. Overseas subsidiaries are typically in a cash-positive position with the matching overdrafts, which are

repayable on demand, held by the Group’s central treasury company in the UK. Accordingly, bank overdrafts are included

within cash and cash equivalents for the purposes of the cash flow statement.



216	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

17. Cash and cash equivalents continued

Cash and cash equivalents with restrictions on use


	2025	2024
	$m	$m
Countries with restrictions on repatriation	4	2
Capital expenditure under lease agreements	17	15
Other restrictions	6	5
	27	22

Details of the credit risk on cash and cash equivalents is included in note 23.

18. Trade and other payables


	2025	2024
	$m	$m
Current
Trade payables	103	111
Other tax and social security payables	57	61
Other payables	114	116
Contingent purchase consideration (note 24)	38	–
Accruals	364	362
	676	650

Non-current
Other payables	9	5
Contingent purchase consideration (note 24)	60	73
	69	78

Third-party bank loan guarantees

At 31 December 2025, the Group has issued financial guarantee contracts of up to $26m (2024: $31m). The carrying amount

of these guarantees was $nil in all periods presented. The largest guarantee has a gross guaranteed amount of $21m

(2024: $21m) and the underlying loan matures in 2029. Should the Group fund any amount under the guarantee, there is a

cross-indemnity that the Group would seek to pursue for the other parties’ share.

19. Provisions


	Commercial litigation and disputes	Self- insurance reserves	Other	Total
	$m	$m	$m	$m
At 31 December 2024	14	9	16	39
Provided	16	11	4	31
Utilised	(15)	(9)	–	(24)
Released	(3)	–	(2)	(5)
Exchange and other adjustments	–	–	2	2
At 31 December 2025	12	11	20	43

Analysed as:
Current	11	4	6	21
Non-current	1	7	14	22
	12	11	20	43


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	217

19. Provisions continued

Self-insurance reserves

Self-insurance reserves consist of $7m of incurred but not reported (‘IBNR’) reserves and $4m of claims reported but not yet

settled. $6m of these amounts relates to employment-related obligations. The utilisation of IBNR reserves is dependent on the

timing of claims being reported and ultimately being settled; based on historical experience this is expected to be settled within

five years. The maximum liabilities of the last five policy years is $131m, noting that actual claims did not significantly differ to

estimates in 2025 or 2024.

Other

Other predominantly includes dilapidations provisions relating to leased properties.

20. Insurance


	2025	2024
	$m	$m
At 1 January	39	37
Insurance expenses	32	28
Claims and other amounts paid	(24)	(23)
Impact of discounting and other changes	(2)	(3)
At 31 December	45	39

Analysed as:
Current	16	14
Non-current	29	25
	45	39

Incurred but not reported claimsa	24	18
Reported but not settled claims	21	21
	45	39

a.Includes unallocated loss expenses.

Of the total reserves, $19m (2024: $15m) relates to international general liability and $20m (2024: $17m) relates to workers’

compensation. The utilisation of IBNR reserves is dependent on the timing of claims being reported and ultimately being settled;

based on historical experience the majority are expected to be settled within five years (2024: five years). The maximum liabilities

of the last five policy years is $77m (2024: $71m). Actual claims have not significantly differed from estimates in the last five years.


	2025	2024
	$m	$m
Revenue from insurance activities	27	23
Insurance expenses (inclusive of overhead costs)	(36)	(29)
Insurance result	(9)	(6)



220	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

22. Net debt continued

Loans and other borrowings (excluding bank overdrafts), lease liabilities and currency swaps and forwards comprise the liabilities

included in the financing activities section of the Group statement of cash flows and their movements are analysed as follows:


	At 1 January 2025	Financing cash flows	Exchange adjustments	Othera,b	At 31 December 2025
	$m	$m	$m	$m	$m
Lease liabilities	414	(30)	3	19	406
Bonds	3,257	587	362	(8)	4,198
	3,671	557	365	11	4,604
Currency swaps	78	–	–	(154)	(76)
Currency forwards	(4)	–	–	(28)	(32)
	3,745	557	365	(171)	4,496


	At 1 January 2024	Financing cash flows	Exchange adjustments	Othera,b	At 31 December 2024
	$m	$m	$m	$m	$m
Lease liabilities	426	(46)	(2)	36	414
Bonds	3,122	287	(157)	5	3,257
	3,548	241	(159)	41	3,671
Currency swaps	20	(45)	–	103	78
Currency forwards	(15)	–	–	11	(4)
	3,553	196	(159)	155	3,745

a.The non-cash increase in lease liabilities principally arises from additions and other remeasurements.

b.The change in value of currency swaps and forwards represents fair value movements and additions.

23. Financial risk management and derivative financial instruments

Overview

The Group is exposed to financial risks that arise in relation to underlying business activities. These risks include: market risk,

liquidity risk, credit risk and capital risk. There are Board approved policies in place to manage these risks. Treasury activities to

manage these risks may include money market funds, repurchase agreements, spot and forward foreign exchange instruments,

currency swaps, interest rate swaps and forward rate agreements.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in

market prices. Market risk comprises: foreign exchange risk and interest rate risk. Financial instruments affected by market risk

include loans and other borrowings, cash and cash equivalents, trade loans and deposits, equity investments and derivatives.

Foreign exchange risk

Movements in foreign exchange rates can affect the Group’s reported profit or loss and net liabilities. The most significant

exposures of the Group are in currencies that are freely convertible. The Group’s reported debt has an exposure to borrowings

held in sterling and euros. After the effect of currency swaps, the Group holds its bond debt in sterling, which is the primary

currency of shareholder returns, and in US dollars, the predominant currency of the Group’s revenue and cash flows. US dollar

borrowings or currency derivatives also act as a net investment hedge of US dollar denominated assets.

When the Group borrows in a currency that differs from the borrowing entity’s functional currency, it enters into currency swaps

at the same time to minimise foreign exchange risk. Currency swaps were transacted against the €500m 2.125% 2027 bonds,

in November 2018, converting the proceeds and interest into sterling. Similar currency swaps were transacted for the €600m

4.375% 2029 bonds in November 2023, €750m 3.625% 2031 bonds in September 2024 and €850m 3.375% 2030 bonds in

September 2025, converting the proceeds and interest into US dollars (see page 221).

Interest rate risk

The Group’s policy requires a minimum of 50% fixed rate debt. With the exception of overdrafts, 100% of borrowings were fixed

rate debt at 31 December 2025 (2024: 100%).


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	221

23. Financial risk management and derivative financial instruments continued

Derivative financial instruments

Derivatives are recorded in the Group statement of financial position at fair value (see note 24) as follows:


	2025	2024
Derivatives	$m	$m
Currency swaps	76	(78)
Currency forwards	32	4
	108	(74)

Analysed as:
Non-current assets	120	4
Non-current liabilities	(12)	(78)
	108	(74)

The carrying amount of currency swaps and forwards comprises a $145m gain (2024: $102m loss) relating to exchange

movements on the underlying principal, included within net debt (see note 22), and a $37m loss (2024: $28m gain) relating

to other fair value movements.

Details of the credit risk on derivative financial instruments are included on page 223.

Currency swaps and forwards have been transacted as follows:


Date of designation	Hedge type	Pay leg	Interest rate	Receive leg	Interest rate	Maturity	Risk	Hedged item
November 2018	Cash flow	£436m	3.493%	€500m	2.125%	May 2027	Foreign exchange	€500m 2.125% bonds 2027
November 2023	Cash flow	$657m	5.975%	€600m	4.375%	November 2029	Foreign exchange	€600m 4.375% bonds 2029
September 2024	Cash flow	$834m	4.903%	€750m	3.625%	September 2031	Foreign exchange	€750m 3.625% bonds 2031
September 2025	Cash flow	$990m	4.874%	€850m	3.375%	September 2030	Foreign exchange	€850m 3.375% bonds 2030
October 2023	Net investment	$425m	n/a	£344m	n/a	October 2028	Spot foreign exchange	Net assets of specified subsidiaries with US dollar functional currency

Cash flow hedges

There is an economic relationship between the hedged item and the hedging instrument as the critical terms are aligned,

such that the hedge ratio is 1:1.

The change in the fair value of hedging instruments used to measure hedge ineffectiveness in the period mirrors that of the

hypothetical derivative (hedged item) and was a $151m gain (2024: $90m loss).

Hedge ineffectiveness arises where the cumulative change in the fair value of the swaps exceeds the change in fair value

of the future cash flows of the bonds, and may be due to any opening fair value of the hedging instrument, or a change

in the credit risk of the Group or counterparty. The cumulative ineffectiveness is immaterial in all years presented.

Amounts recognised in the cash flow hedge reserves are analysed in note 28.

Net investment hedges

The Group currently designates the following as net investment hedges of its foreign operations, being the net assets of certain

Group subsidiaries with a US dollar functional currency:

–Borrowings under the RCF;

–Long-dated currency forward contracts; and

–Certain short-dated foreign exchange swaps.

There is an economic relationship between the hedged item and the hedging instrument as the net investment creates a foreign

exchange risk that will match the foreign exchange risk on the US dollar borrowings or foreign exchange swaps or forwards. The

hedge ratio is 1:1 as the underlying risk of the hedging instrument is identical to the hedged risk component. Hedge effectiveness

is assessed by comparing changes in the carrying amount of the hedging instrument that is attributable to a change in the spot

rate with changes in the investment in the foreign operation due to movements in the spot rate.

The change in value of hedging instruments recognised in the currency translation reserve through other comprehensive

income was a gain of $35m (2024: $7m loss). The cumulative ineffectiveness is immaterial in all years presented.



222	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

23. Financial risk management and derivative financial instruments continued

Interest and foreign exchange risk sensitivities

The following table shows the impact of a general strengthening in the US dollar against sterling and euro on the Group’s

profit or loss before tax and net liabilities, and the impact of a rise in US dollar and sterling interest rates on the Group’s profit

before tax. The impact of the strengthening in the euro against sterling on net liabilities is also shown, as this impacts the fair

value of the currency swaps.


		2025	2024	2023
		$m	$m	$m
(Decrease)/increase in profit before tax
Sterling: US dollar exchange rate	$0.05 fall	(8)	(38)	(14)
Euro: US dollar exchange rate	$0.05 fall	(4)	(7)	(3)
US dollar interest rates	1% increase	4	4	2
Sterling interest rates	1% increase	5	3	9
Decrease/(increase) in net liabilities
Sterling: US dollar exchange rate	$0.05 fall	(12)	3	(12)
Euro: US dollar exchange rate	$0.05 fall	21	25	49
Sterling: euro exchange rate	€0.05 fall	34	31	64

Exchange rate sensitivity on profit before tax predominantly relates to the Group’s internal funding structure. The sensitivity

is calculated using the intra-group balances at 31 December which can be subject to change over time. The sensitivity on net

liabilities predominantly relates to the net impact of changes in bonds and the fair value of derivatives.

Interest rate sensitivity relates to cash and overdraft balances. 100% of bonds, and the related derivatives, are fixed.

Liquidity risk

Group policy ensures sufficient liquidity is maintained to meet all foreseeable medium-term cash requirements and provide

headroom against unforeseen obligations.

Cash and cash equivalents are held in short-term deposits, repurchase agreements and cash funds which allow daily

withdrawals of cash. Most of the Group’s funds are held in the UK or US, although $4m (2024: $2m) is held in countries where

repatriation is restricted (see note 17).

Medium- and long-term borrowing requirements are met through committed bank facilities and bonds as detailed in note 21.

In December 2025, the Group entered into a new RCF, replacing the previous facility. The new facility does not contain financial

covenant measures.

The interest margin payable on the RCF is linked to the Group’s credit rating and is currently 0.45%.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	223

23. Financial risk management and derivative financial instruments continued

The following are the undiscounted contractual cash flows of financial liabilities, including interest payments and derivative

financial instruments. Liabilities relating to the Group’s deferred compensation plan are excluded; their settlement is funded

entirely by the realisation of the related deferred compensation plan investments and no net cash flow arises.


	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	More than 5 years	Total
31 December 2025	$m	$m	$m	$m	$m
Non-derivative financial liabilities:
Bank overdrafts	3	–	–	–	3
Bonds	608	715	2,519	913	4,755
Lease liabilities	53	51	136	3,090	3,330
Trade and other payables (excluding contingent purchase consideration)	581	1	2	6	590
Contingent purchase consideration	39	–	42	53	134
Financial guarantee contracts	26	–	–	–	26
Derivative financial instruments:
Currency swaps hedging bonds inflows	(109)	(697)	(1,963)	(913)	(3,682)
Currency swaps hedging bonds outflows	150	727	1,997	875	3,749
Forward currency contract inflows	–	–	(462)	–	(462)
Forward currency contract outflows	–	–	425	–	425


	Less than 1 year	Between 1 and 2 years	Between 2 and 5 years	More than 5 years	Total
31 December 2024	$m	$m	$m	$m	$m
Non-derivative financial liabilities:
Bank overdrafts	17	–	–	–	17
Bonds	482	531	1,859	837	3,709
Lease liabilities	52	50	139	3,125	3,366
Trade and other payables (excluding contingent purchase consideration)	589	1	1	3	594
Contingent purchase consideration	–	39	42	–	81
Financial guarantee contracts	31	–	–	–	31
Derivative financial instruments:
Currency swaps hedging bonds inflows	(66)	(66)	(1,324)	(837)	(2,293)
Currency swaps hedging bonds outflows	101	100	1,457	916	2,574
Forward currency contract inflows	–	–	(431)	–	(431)
Forward currency contract outflows	–	–	425	–	425

Credit risk

Credit risk on cash and cash equivalents is minimised by operating a policy on the investment of surplus cash that generally

restricts counterparties to those with a BBB- credit rating or better or those providing adequate security. The Group uses

long-term credit ratings from S&P, Moody’s and Fitch Ratings as a basis for setting its counterparty limits.

In order to manage the Group’s credit risk exposure, the treasury function sets counterparty exposure limits using metrics

including credit ratings, the relative placing of credit default swap pricings, tier 1 capital and share price volatility of the

relevant counterparty.

Repurchase agreements are fully collateralised investments, with a maturity of three months or less. The Group accepts only

government or supranational bonds where the lowest credit rating is AA- or better as collateral. In the event of default, ownership

of these securities would revert to the Group. The securities held as collateral are to protect against default by the counterparty.

The Group’s exposure to credit risk arises from default of the counterparty, with the maximum exposure equal to the carrying

amount of each financial asset, including derivative financial instruments. The expected credit loss on cash and cash equivalents

is considered to be immaterial.



224	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

23. Financial risk management and derivative financial instruments continued

The table below analyses the Group’s short-term deposits, money market funds and repurchase agreement collateral classified

as cash and cash equivalents by counterparty credit rating:


	AAA	AA+	AA	AA-	A+	A	A-	BBB+ and below	Total
31 December 2025	$m	$m	$m	$m	$m	$m	$m	$m	$m
Short-term deposits	–	–	–	94	245	166	–	10	515
Money market funds	334	–	–	–	–	–	–	–	334
Repurchase agreements	71	–	14	15	–	–	–	–	100


	AAA	AA+	AA	AA-	A+	A	A-	BBB+ and below	Total
31 December 2024	$m	$m	$m	$m	$m	$m	$m	$m	$m
Short-term deposits	–	–	–	41	107	249	–	14	411
Money market funds	415	–	–	–	–	–	–	–	415
Repurchase agreements	26	9	2	3	–	–	–	–	40

Capital risk management

The Group’s capital structure consists of net debt, issued share capital and reserves. The structure is managed with the objective of

maintaining an investment grade credit rating, to provide ongoing returns to shareholders and to service debt obligations, while

maintaining maximum operational flexibility and ensuring the Group is able to continue as a going concern. A key characteristic

of IHG’s managed and franchised business model is that it is highly cash generative, with a high return on capital employed.

Surplus cash is either reinvested in the business, used to repay debt or returned to shareholders.

The Group’s debt is monitored on the basis of a cash flow leverage ratio, being net debt divided by adjusted EBITDA. The Group

has a stated aim of maintaining this ratio at 2.5x to 3.0x. The ratio at 31 December 2025 was 2.50 (2024: 2.34).

The Group currently has a senior unsecured long-term credit rating of BBB from S&P and a Baa2 rating from Moody’s. In the

event of the S&P rating being downgraded below BBB- (a downgrade of two levels) there would be an additional step-up coupon

of 1.25% payable on the bonds maturing between 2026 and 2029 and in the event of the Moody’s rating being downgraded

below Baa3 (a downgrade of two levels) there would be an additional step-up coupon of 1.25% payable on the bonds maturing

in 2029. The bonds maturing in 2030 and 2031 do not have a step-up coupon.

24. Classification and measurement of financial instruments

Accounting classification and fair value hierarchy


					2025				2024
	Hierarchy of fair value measurement	Fair valuea	Amortised cost	Not categorised as a financial instrument	Total	Fair valuea	Amortised cost	Not categorised as a financial instrument	Total
	Hierarchy of fair value measurement	$m	$m	$m	$m	$m	$m	$m	$m
Financial assets
Other financial assets	1,3b	161	53	–	214	169	50	–	219
Cash and cash equivalents	1	334	795	–	1,129	415	593	–	1,008
Derivative financial instruments	2	120	–	–	120	4	–	–	4
Deferred compensation plan investments	1	316	–	–	316	286	–	–	286
Trade and other receivables	–	–	761	91	852	–	697	123	820
Financial liabilities
Derivative financial instruments	2	(12)	–	–	(12)	(78)	–	–	(78)
Deferred compensation plan liabilities	1	(316)	–	–	(316)	(286)	–	–	(286)
Loans and other borrowings	–	–	(4,201)	–	(4,201)	–	(3,274)	–	(3,274)
Trade and other payables	3	(79)	(609)	(57)	(745)	(73)	(594)	(61)	(728)

a.With the exception of equity securities of $88m (2024: $89m) measured at fair value through other comprehensive income, all are measured

at fair value through profit or loss. Of those, the financial assets related to the deferred compensation plan investments were designated as such upon

initial recognition. For derivative financial instruments, these are measured at fair value through profit or loss prior to the application of hedge accounting.

b.Of those measured at fair value, $36m (2024: $43m) are Level 1 and $125m (2024: $126m) are Level 3.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	225

24. Classification and measurement of financial instruments continued

Financial assets and liabilities measured at amortised cost whose carrying amount is not a reasonable approximation of fair value

are as follows:


			2025		2024
	Hierarchy of fair value measurement	Carrying value	Fair value	Carrying value	Fair value
	Hierarchy of fair value measurement	$m	$m	$m	$m
£300m 3.750% bonds 2025	1	–	–	381	373
£350m 2.125% bonds 2026	1	475	465	441	418
€500m 2.125% bonds 2027	1	594	584	526	513
£400m 3.375% bonds 2028	1	539	523	502	471
€600m 4.375% bonds 2029	1	705	734	623	658
€850m 3.375% bonds 2030	1	1,000	996	–	–
€750m 3.625% bonds 2031	1	885	884	784	786

Right of offset

Cash pooling arrangements (see note 17) and derivative financial instruments (see note 23) are entered into under master

netting arrangements and other similar agreements. These instruments are not offset in the Group statement of financial

position. Certain loans to and from an associate are offset as described in note 30. There are no other financial instruments

with a significant fair value which are subject to enforceable master netting agreements.

Valuation techniques

Money market funds, deferred compensation plan investments and bonds

The fair value of money market funds (including accounts pledged as security in note 15), deferred compensation plan

investments and bonds is based on their quoted market price.

The deferred compensation plan liabilities are valued at the same amount as the plan assets as the Group’s obligation to

employees under the deferred compensation plan is limited to the fair value of assets held.

Unquoted equity securities

Unquoted equity securities are fair valued using a discounted cash flow model, either internally or using professional external

valuers. The significant unobservable inputs used to determine the fair value of the equity securities are RevPAR growth

(based on the market-specific growth assumptions used by external valuers), pre-tax discount rate which ranged from 6.4%

to 10.0% (2024: 6.4% to 10.0%), and a non-marketability factor which ranged from 20.0% to 30.0% (2024: 20.0% to 30.0%).

There is no material sensitivity arising from changes in assumptions.

Trade deposits and loans

The value of trade deposits and loans measured at FVTPL are reassessed as market interest rates and credit risk assessments

change. The amount recognised of $34m (2024: $31m) is the discounted value of the total expected amount receivable,

discounted using unobservable interest rates for loans with similar term and risk. There is no significant sensitivity arising

from changes in interest rates.

Derivative financial instruments and other payables

Currency swaps and currency forwards are measured at the present value of future cash flows discounted back based on

quoted forward exchange rates and the applicable yield curves derived from quoted interest rates. Adjustments for credit risk

use observable credit default swap spreads.

The Group’s put option over part of its investment in the Barclay associate expired at the end of 2025. It was valued at $nil in 2024.

Deferred purchase consideration

Deferred purchase consideration arose in respect of the acquisition of Regent (see page 226). The final instalment of $13m

was paid in 2024.



226	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

24. Classification and measurement of financial instruments continued

Contingent purchase consideration

Regent

Trade and other payables measured at fair value comprises contingent purchase consideration relating to the Regent

business combination.

In 2018, the Group acquired a 51% controlling interest in Regent Hospitality Worldwide, Inc (‘RHW’), with put and call options

existing over the remaining 49% shareholding exercisable in a phased manner from 2026 to 2033. The Group has a present

ownership interest in the remaining shares and the acquisition was accounted for as 100% owned with no non-controlling

interest recognised. Contingent purchase consideration comprises the present value of the expected amounts payable

on exercise of the options based on the annual trailing revenue of RHW in the year preceding exercise with a floor applied.

The value of the contingent purchase consideration is subject to periodic reassessment as interest rates and RHW revenue

expectations change. The range of possible outcomes is $81m to $261m (undiscounted). The liability is subject to

remeasurement at each reporting date, discounting at a rate based on observable US corporate bond rates of similar term

to the expected payment dates.

At 31 December 2025, the Group expected to exercise a call option to acquire 25% of the shareholding in the first quarter of

2026 for $39m. The remaining 24% is expected to be acquired in 2028. The fair value is not materially sensitive to reasonable

changes in assumptions.

Ruby

Trade and other payables measured at amortised cost includes contingent purchase consideration of $19m relating

to the Ruby brand acquisition which was completed in 2025.

The value of the contingent purchase consideration comprises the present value of the expected amounts payable,

contingent on the number of Ruby branded rooms operated by the seller at the end of 2029 and 2034.

The range of possible undiscounted payments is €nil to €181m ($213m). The liability is subject to remeasurement at each

reporting date, discounted at the rate determined on acquisition.

The significant unobservable input is the expected number of rooms operated by the seller at 31 December 2029 and 2034.

If the expected room count were to increase or decrease by 25%, the amount of contingent consideration would increase/

decrease by $19m and $19m respectively.

Level 3 reconciliation


	Other financial assets	Contingent purchase consideration
	$m	$m
At 1 January 2024	110	(69)
Additions	20	–
Unrealised changes in fair value	–	(4)
Exchange and other adjustments	(4)	–
At 31 December 2024	126	(73)
Unrealised changes in fair value	(1)	(6)
At 31 December 2025	125	(79)


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	227

25. Reconciliation of profit for the year to cash flow from operations


	2025	2024	2023
	$m	$m	$m
Profit for the year	759	628	750
Adjustments for:
Net financial expenses	153	115	87
Foreign exchange (gains)/losses	(37)	25	(35)
Remeasurement of contingent purchase consideration	8	4	4
Income tax charge	315	269	260
Operating profit adjustments:
Impairment loss/(reversal) on financial assets	21	10	(1)
Other net impairment charges	2	–	–
Other operating exceptional items	21	12	(28)
Depreciation and amortisation	67	65	67
	111	87	38

Contract assets deduction in revenue	52	43	37
Share-based payments cost	47	44	36
Share of profits of associates and joint ventures (before exceptional items)	(6)	(10)	(13)
	93	77	60
System Fund adjustments:
Depreciation and amortisation	79	80	83
Impairment loss on financial assets	19	9	–
Other impairment charges	–	3	–
Share-based payments cost	25	23	20
Share of losses of associates	2	2	3
	125	117	106
Working capital and other adjustments:
Increase in deferred revenue	107	214	123
Increase in trade and other receivables	(51)	(106)	(70)
(Decrease)/increase in trade and other payables	(25)	(45)	31
Other net adjustments	5	(7)	(5)
	36	56	79

Cash flows relating to operating exceptional items	(23)	8	(29)
Contract acquisition costs, net of repayments	(179)	(237)	(101)
Total adjustments	602	521	469

Cash flow from operations	1,361	1,149	1,219

In 2025, increase in deferred revenue includes $37m (2024: $100m) of initial upfront payments received in relation to US co-brand

credit card agreements which will be recognised over the term of those agreements.

Other net adjustments includes dividends received from associates and joint ventures of $6m (2024: $7m; 2023 $1m).



228	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

26. Retirement benefits

Since 2014, UK retirement benefits are provided for eligible employees by the IHG UK Defined Contribution Pension Plan. Members

are provided with defined contribution arrangements under this plan; benefits are based on each individual member’s personal

account. The plan is HM Revenue & Customs registered and governed by an independent trustee, assisted by professional

advisers as and when required. The overall operation of the plan is subject to the oversight of The Pensions Regulator.

The former defined benefit plan, the InterContinental Hotels UK Pension Plan, was wound up in 2015 following the completion of the

buy-out and transfer of the defined benefit obligations to Rothesay Life.

Residual defined benefit obligations remain in respect of additional benefits provided to members of an unfunded pension

arrangement (‘UK plan’) who were affected by lifetime or annual allowances under the former defined benefit arrangements.

Accrual under this arrangement ceased with effect from 1 July 2013 and a cash-out offer in 2014 resulted in the extinguishment

of approximately 70% of the unfunded pension obligations. The Group meets the benefit payment obligations of the remaining

members as they fall due. A charge over certain ring-fenced accounts totalling $27m (£20m) at 31 December 2025 (see note 15)

is currently held as security on behalf of the remaining members.

During 2018, the Group completed a termination of the US funded Inter-Continental Hotels Pension Plan, which involved certain

qualifying members receiving lump-sum cash-out payments with the remaining pension obligations subject to a buy-out by

Banner Life Insurance Company, a subsidiary of Legal & General America.

The Group continues to maintain the unfunded Inter-Continental Hotels Non-qualified Pension Plans (‘US plans’) and unfunded

Inter-Continental Hotels Corporation Postretirement Medical, Dental, Vision and Death Benefit Plan (‘US post-retirement plan’),

both of which are defined benefit plans. Both plans are closed to new members. A Retirement Committee, comprising senior

Group employees and assisted by professional advisers as and when required, has responsibility for oversight of the plans.

Other post-employment benefits

Disclosures in this note concerning assumptions, sensitivities, future benefit payments and duration of pension obligations relate

to the UK and US plans and the US post-retirement plan. The Group also maintains immaterial post-employment benefit plans in

various countries, including the Philippines, which are accounted for as defined benefit plans.

At 31 December 2025, the net retirement benefit asset relating to the Philippines plan was $3m (2024: $3m) comprising plan

assets of $15m (2024: $13m) and a defined benefit obligation of $12m (2024: $10m).

A retirement benefit liability totalling $9m (2024: $7m) was recognised in respect of all other countries’ plans.



230	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

26. Retirement benefits continued

Mortality is the most significant demographic assumption. The current assumptions for the UK are based on the S3PA ‘light’

year of birth tables with projected mortality improvements using the CMI_2024 model and a 1.25% per annum long-term trend

using core parameters and underlying rates with weightings of 91% and 85% for pensioners and 86% and 84% for non-pensioners,

male and female respectively. In the US, the current assumptions use rates from the Pri-2012 Mortality Study and Generationally

Projected with Scale MP-2021 mortality tables.

The assumptions applied to the UK plan and US plans for life expectancy at retirement age are as follows:


		UK			US
		2025 years	2024 years	2023 years	2025 years	2024 years	2023 years
Current pensioners at 65a	– male	24	23	23	22	22	22
	– female	26	25	25	24	23	23
Future pensioners at 65b	– male	25	23	23	23	23	23
	– female	27	25	25	25	25	25

a.Relates to assumptions based on longevity following retirement at the end of the reporting period.

b.Relates to assumptions based on longevity relating to an employee retiring in 2045.

The assumptions allow for expected increases in longevity.

Sensitivities

Changes in assumptions used for determining retirement benefit costs and obligations may have an impact on the Group

income statement and the Group statement of financial position. The key assumptions are the discount rate, the rate of inflation,

the assumed mortality rate and the healthcare costs trend rate. The sensitivity analysis below relates to the increase/(decrease)

in the benefit obligation and is based on extrapolating reasonable changes in these assumptions, using year-end conditions

and assuming no interdependency between the assumptions:


			2025	2024
			$m	$m
Discount rate	1%	decrease	5	5
Discount rate	1%	increase	(5)	(5)
Inflation rate	0.25%	decrease	–	(1)
Inflation rate	0.25%	increase	–	–
Mortality rate	One-year	increase	3	2
Healthcare costs trend rate	1%	decrease	(1)	(1)
Healthcare costs trend rate	1%	increase	1	1

Estimated future benefit payments


	2025	2024
	$m	$m
Within one year	5	5
Between one and five years	20	20
More than five years	78	81
	103	106

Average duration of pension obligations


	2025 years	2024 years
UK plan	12.0	12.0
US plans	7.1	7.1
US post-retirement plan	7.1	7.4

Defined contribution plans

The Group also operates a number of smaller pension plans outside the UK, the most significant of which is a defined

contribution plan in the US which is designed to comply with the requirements of the Internal Revenue Code Section 409A.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	231

27. Share‑based payments

In 2023, the new Deferred Award Plan rules (‘DAP’) replaced the IHG Annual Performance Plan (‘APP’) and Long Term Incentive

Plan (‘LTIP’) as a simplified, combined set of plan rules which govern the Company’s discretionary incentive plans.

Awards granted under the DAP can consist of Deferred Annual Incentive (‘DAI’), Long-Term Incentive (‘LTI’), Restricted Stock

Unit (‘RSU’) and other ad hoc awards.

The DAP rules were approved at the AGM on 5 May 2023, with all LTI and RSU awards granted after this date and DAI awards

granted in respect of 2024 and future APP years being subject to the rules of the DAP. All previously granted awards are subject

to the LTIP and APP rules respectively.

Annual Performance/Deferred Annual Incentive Awards

Eligible employees (including Executive Directors) may receive all or part of their bonus in the form of deferred shares and/or

receive one-off awards of shares. Deferred shares in relation to annual performance-related bonus plans are released on the

third anniversary of the award date. Awards are conditional on the participants remaining in the employment of a participating

company or leaving for a qualifying reason. The grant of deferred shares under the APP/DAP is at the discretion of the

Remuneration Committee.

The number of shares is typically calculated by dividing a specific percentage of the participant’s annual performance-related

bonus award by the average of the middle market quoted prices on the three consecutive business days following the

announcement of the Group’s results for the relevant financial year.

Long Term Incentive and Restricted Stock Units

Executive Directors and eligible employees may receive conditional share awards, which normally have a vesting period of

three years, subject to continued employment. In addition, certain LTI awards made to Executive Directors are normally subject

to a further two-year holding period after vesting.

LTI awards are subject to performance-based vesting conditions set by the Remuneration Committee, which are normally

measured over the vesting period.

Awards are normally made annually and, except in exceptional circumstances, do not exceed the limit set out in the Directors’

Remuneration Policy and DAP Rules.

Colleague Share Plan

The Colleague Share Plan gives eligible corporate employees the opportunity to purchase shares up to an annual limit. After the

end of the plan year, the participant will be awarded the right to receive one matching share for every purchased share (subject

to continued employment). If the participant holds the purchased shares until the second anniversary of the end of the plan year,

the conditional right to matching shares vests.

The total fair value of the Colleague Share Plan is not significant.


+	More detailed information on the performance measures for awards to Executive Directors is shown in the Directors’ Remuneration Report on pages 148 to 153.

Costs relating to share-based payment transactions


	2025	2024	2023
	$m	$m	$m
Equity-settled
Operating profit before System Fund and reimbursables	42	37	31
System Fund	25	23	20
	67	60	51
Cash-settled
Operating profit before System Fund and reimbursables	5	7	5
	72	67	56

No consideration was received in respect of ordinary shares issued under option schemes during 2025, 2024 or 2023.



232	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

27. Share‑based payments continued

Option pricing models, assumptions and movements in awards outstanding


	APP/DAP			LTIP/DAP
	Binomial valuation model			Monte Carlo Simulation, Binomial and Finnerty valuation models
Option pricing models and assumptions	2025	2024	2023	2025	2024	2023
Weighted average share price (pence)	9,420.1	8,481.8	5,571.7	9,250.0	7,940.0	5,318.0
Expected dividend yield				1.84%	2.12%	2.52% to 2.77%
Risk-free interest rate				3.88%	4.20%	3.85%
Volatilitya				21%	26%	29% to 30%
Term (years)	2.9	2.2	2.3	2.8	3.0	3.0

a.The expected volatility was determined by calculating the historical volatility of the Company’s share price corresponding to the expected life of the

share award.


Number of share awards (thousands)	APP/DAP		LTIP/DAP
Number of share awards (thousands)	Deferred shares/ one-off awards	Performance-related awards/LTI	Restricted stock units
Outstanding at 1 January 2023	321	933	1,575
Granted	214	329	683
Vested	(186)	(180)	(533)
Lapsed or cancelled	(17)	(246)	(63)
Outstanding at 31 December 2023	332	836	1,662
Granted	104	279	495
Vested	(44)	(136)	(402)
Lapsed or cancelled	(6)	(148)	(106)
Outstanding at 31 December 2024	386	831	1,649
Granted	82	270	470
Vested	(174)	(246)	(599)
Lapsed or cancelled	(5)	(77)	(93)
Outstanding at 31 December 2025	289	778	1,427

Average fair value of awards granted during the year (cents)
2025	12,412.2	6,698.1	11,754.0
2024	10,837.6	5,812.6	10,302.3
2023	6,926.4	3,169.7	6,351.0

Weighted average remaining contract life (years)
At 31 December 2025	1.0	1.1	1.1
At 31 December 2024	0.9	1.1	1.1
At 31 December 2023	1.5	1.3	1.3

The above awards do not vest until the performance and service conditions have been met.

The weighted average share price at the date of vesting for share awards during the year was 9,963.6p (2024: 8,225.7p,

2023: 5,740.3p) including the Colleague Share Plan. The closing share price on 31 December 2025 was 10,460.0p

(31 December 2024: 9,954.0p, 31 December 2023: 7,090.0p) and the range during the year was 7,424.0p to 10,880.0p

(2024: 7,016.0p to 10,180.0p, 2023: 4,832.0p to 7,118.0p).


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	233

28. Equity

Equity share capital


	Number of shares	Nominal value	Share premium	Equity share capital
Allotted, called up and fully paid	millions	$m	$m	$m
At 1 January 2023 (ordinary shares of 20340⁄399p each)	183	46	91	137
Repurchased and cancelled under share repurchase programme	(11)	(3)	–	(3)
Exchange adjustments	–	3	4	7
At 31 December 2023 (ordinary shares of 20340⁄399p each)	172	46	95	141
Repurchased and cancelled under share repurchase programme	(7)	(2)	–	(2)
Exchange adjustments	–	(1)	(1)	(2)
At 31 December 2024 (ordinary shares of 20340⁄399p each)	165	43	94	137
Repurchased and cancelled under share repurchase programme	(8)	(2)	–	(2)
Exchange adjustments	–	3	7	10
At 31 December 2025 (ordinary shares of 20340⁄399p each)	157	44	101	145

In February 2025, the Board approved a $900m share buyback programme which completed on 29 December 2025.

In February 2024, the Board approved a $800m share buyback programme which completed on 27 December 2024.

In February 2023, the Board approved a $750m share buyback programme which completed on 29 December 2023.


	Number of sharesa	Totalb,c
Shares repurchased and total consideration paid for share buyback programme	millions	$m
31 December 2025	7.6	882
31 December 2024	7.5	812
31 December 2023	10.9	790

a.Shares were repurchased and subsequently cancelled.

b.Includes transaction costs. In 2025, $15m of taxes previously provided for in respect of the 2024 and 2023 buyback programmes were reversed,

following legislative changes.

c.In 2023, $38m related to the completion of the 2022 programme and $752m related to the 2023 programme.

The Board reviewed the Parent Company Financial Statements to confirm availability of sufficient distributable reserves

prior to approving shareholder returns.

For each of the share buyback programmes undertaken, authority was given to the Company at the respective AGM prior

to commencement of the buyback.

In February 2026, the Board approved a further $950m share buyback programme. A resolution to renew the authority

to repurchase shares will be put to shareholders at the AGM on 7 May 2026.

The Company no longer has an authorised share capital.

Shares held by employee share trusts


	Number of shares	Carrying value	Market value
	millions	$m	$m
31 December 2025	1.0	59.0	146.3
31 December 2024	1.2	63.0	144.9
31 December 2023	0.8	35.0	73.6

Shares held by employee share trusts includes 0.2m shares (2024: 0.2m shares) held in a nominee account on behalf of participants.



234	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

28. Equity continued

Treasury shares


	Number of shares	Nominal value
	millions	$m
At 1 January 2023	7.5	1.9
Transferred to employee share trusts	(0.5)	(0.1)
Repurchased under share repurchase programme	–	0.1
At 31 December 2023	7.0	1.9
Transferred to employee share trusts	(0.8)	(0.2)
Exchange adjustments	–	(0.1)
At 31 December 2024	6.2	1.6
Transferred to employee share trusts	(0.7)	(0.2)
Exchange adjustments	–	0.1
At 31 December 2025	5.5	1.5

Cash flow hedge reserves


	Cash flow hedge reserve	Cost of hedging reserve	Total
	$m	$m	$m
At 1 January 2023	8	(8)	–
Change in fair value of currency swaps recognised in other comprehensive income	(30)	–	(30)
Reclassified from other comprehensive income to profit or loss – included in financial expenses	28	–	28
At 31 December 2023	6	(8)	(2)
Costs of hedging deferred and recognised in other comprehensive income	–	(11)	(11)
Change in fair value of currency swaps recognised in other comprehensive income	(113)	–	(113)
Reclassified from other comprehensive income to profit or loss – included in financial expenses	165	–	165
Deferred tax	(11)	–	(11)
At 31 December 2024	47	(19)	28
Costs of hedging deferred and recognised in other comprehensive income	–	4	4
Change in fair value of currency swaps recognised in other comprehensive income	126	–	126
Reclassified from other comprehensive income to profit or loss – included in financial expenses	(187)	–	(187)
Deferred tax	14	–	14
Exchange adjustments	1	–	1
At 31 December 2025	1	(15)	(14)

Amounts reclassified from other comprehensive income to financial expenses comprise $31m (2024: $28m, 2023: $14m)

net interest payable on the currency swaps and an exchange gain of $218m (2024: $137m loss, 2023: $14m loss) which offsets

a corresponding gain or loss on the hedged bonds.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	235

29. Contingencies and commitments

Litigation

From time to time, the Group is subject to legal proceedings the ultimate outcome of each being always subject to many

uncertainties inherent in litigation. These legal claims and proceedings are in various stages and include disputes related

to specific hotels where the potential materiality is not yet known; such proceedings, either individually or in the aggregate,

have not in the recent past and are not likely to have a material effect on the Group’s financial position or profitability.

Previously reported contingent liabilities have been resolved or are considered remote.

It is the view of the Directors that, other than to the extent that liabilities have been provided for in these Group Financial

Statements (see note 19), it is not possible to quantify any loss to which these proceedings may give rise, however, as at the

date of reporting, the Group does not believe that the outcome of these matters will have a material effect on the Group’s

financial position.

Other items

The Group had total commitments for capital expenditure of $3m at 31 December 2025 (2024: $8m). The Group has also

committed to invest $5m in one joint venture (2024: $16m in one joint venture).

30. Related party disclosures

Key management personnel


Total compensation	2025	2024	2023
Total compensation	$m	$m	$m
Short-term employment benefits	22.0	20.1	18.6
Contributions to defined contribution pension plans	0.5	0.4	0.5
Equity compensation benefitsa	18.6	16.4	15.8
	41.1	36.9	34.9

a.As measured in accordance with IFRS 2 ‘Share-based Payment’.

There were no other transactions with key management personnel, defined as the Board and Executive Committee, during the

years ended 31 December 2025, 2024 or 2023.

Associates and joint ventures


	2025	2024	2023
	$m	$m	$m
Fee revenue	10	12	11
Expenses	(1)	–	–
Amounts receivable (net)	50	41	19
Amounts payable	(1)	–	(10)

The Group has a performance guarantee with a maximum exposure remaining of $2m (2024: $4m) for one associate.

The Group funds shortfalls in owner returns relating to the Barclay associate. In addition, loans both to and from the Barclay

associate of $237m (2024: $237m) are offset in accordance with the provisions of IAS 32 ‘Financial Instruments: Presentation’

and presented net in the Group statement of financial position. Interest payable and receivable under the loans is equivalent.

The loans have an average interest rate of 4.1% (2024: 4.1%) and interest is presented net in the Group income statement.

Notes 6 and 14 contain details of other transactions with the Barclay associate.

Amounts receivable include $35m preferred equity investments in three associates (2024: $34m in three associates) which

are presented within other financial assets. The face value of these receivables is $47m, the difference to book value being

due to discounting for time value of money and provisions for expected credit losses.

The closing loan and preferred equity balances above represent the maximum amount outstanding during the year.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	237

32. Group companies

In accordance with Section 409 of the Companies Act 2006, a full list of entities in which the Group has an interest of greater

than or equal to 20%, the registered office and effective percentage of equity owned as at 31 December 2025 are disclosed below.

Unless otherwise stated, the ownership interest disclosed comprises either ordinary shares, certificated or uncertificated

membership interests which are indirectly held by InterContinental Hotels Group PLC.

Fully owned subsidiaries

10000 Champion Acquisition LLC (k)

24th Street JV Development LLC (k)

24th Street Operator Sub, LLC (k)

2250 Blake Street Hotel, LLC (k)

36th Street IHG Sub, LLC (k)

426 Main Ave. LLC (k)

46 Nevins Street Associates, LLC (k)

Alpha Kimball Hotel, LLC (k)

Asia Pacific Holdings Limited (n)

Barclay Operating Corp. (k)

BHMC Canada Inc. (o)

BHR Holdings B.V. (p)

BHR Pacific Holdings, Inc. (k)

BHTC Canada Inc. (o)

Blythswood Square Glasgow Hotel

OpCo Limited (n)

BOC Barclay Sub LLC (k)

Bristol Oakbrook Tenant Company (k)

Cambridge Lodging LLC (k)

Capital Lodging LLC (k)

CECNY Land Holdings LLC (k)

CF Irving Owner, LLC (k)

CF McKinney Owner, LLC (k)

Compañia Inter-Continental De Hoteles

El Salvador SA (n)

Crowne Plaza, LLC (k)

Cumberland Akers Hotel, LLC (k)

Dunwoody Operations, LLC (k)

Edinburgh George Street Hotel OpCo Limited (n)

EVEN Real Estate Holding LLC (k)

Gem Brand Company Ltd. (n)

Grand Central Glasgow Hotel OpCo Limited (n)

Guangzhou SC Hotels Services Ltd. (t)

Hawthorne Land Holdings LLC (k)

HH France Holdings SAS (x)

HH Hotels (EMEA) BV (p)

HH Hotels (Romania) SRL (y)

HIM (Aruba) N.V. (z)

Hoft Properties LLC (k)

Holiday Hospitality Franchising, LLC (k)

Holiday Inn Mexicana S.A. (ab)

Holiday Inns (China) Limited (ay)

Holiday Inns (Courtalin) Holding SAS (x)

Holiday Inns (Courtalin) SAS (x)

Holiday Inns (Germany), LLC (k)

Holiday Inns (Jamaica), Inc. (k)

Holiday Inns (Middle East) Limited (ay)

Holiday Inns (Philippines), Inc. (k)

Holiday Inns (Saudi Arabia), Inc. (k)

Holiday Inns (Thailand) Limited (ay)

Holiday Inns Crowne Plaza (Hong Kong), Inc. (k)

Holiday Inns Holdings (Australia) Pty. Limited (aa)

Holiday Inns, Inc. (k)

Holiday Inns of Belgium N.V. (ad)

Holiday Pacific Equity Corporation (k)

Holiday Pacific Limited Liability Company (k)

Holiday Pacific Partners Limited Partnership (k)

Hotel InterContinental London (Holdings)

Limited (n)

Hotel Inter-Continental London Limited (n)

Hoteles Y Turismo HIH Srl (n)

IC Hotelbetriebsführungs GmbH (ae)

IC Hotels Management (Portugal) Unipessoal,

Lda (af)

IC International Hotels Limited Liability

Company (ag)

IHC Arabia for Management, LLC (u)

IHC Hotel Limited (n)

IHC Hotel Management (EGY) LLC (ac)

IHC May Fair Hotel Limited (n)

IHC Overseas (U.K.) Limited (n)

IHG (Dominica) Ltd. (bk)

IHG (Marseille) SAS (x)

IHG (Myanmar) Limited (ah)

IHG (Thailand) Limited (bu)

IHG Bangkok Ltd (v)

IHG Brasil Administracao de Hoteis e

Servicos Ltda (ak)

IHG Commissions Services SRL (co)

IHG de Argentina SA (al)

IHG ECS (Barbados) SRL (co)

IHG Finance LLC (k)

IHG Franchising Brasil Ltda (bd)

IHG Franchising DR Corporation (k)

IHG Franchising, LLC (k)

IHG Honduras S. de R.L. (cq)

IHG Hotels (New Zealand) Limited (an)

IHG Hotels Limited (n)

IHG Hotels Management (Australia) Pty

Limited (aa)

IHG Hotels South Africa (Pty) Limited (ap)

IHG International Holdings, Inc. (k) (c)

IHG Istanbul Otel Yönetim Limited Şirketi (bx)

IHG Japan (Management), LLC (ar)

IHG Japan (Osaka), LLC (ar)

IHG Korea Management LLC (cj)

IHG Management (Maryland), LLC (cl)

IHG Management (Netherlands) B.V. (p)

IHG Management d.o.o. Beograd (cc)

IHG Management MD Barclay Sub, LLC (k)

IHG Management SL d.o.o. (bo)

IHG Mexico Operaciones SA de CV (ab)

IHG Middle East Management

Consultancies LLC (br)

IHG Peru SRL (cf)

IHG PS Nominees Limited (n)

IHG Systems Pty Limited (aa)

IHG Szalloda Budapest Szolgaltato Kft (at)

IHG Technology Solutions, LLC (k)

IHG UK Leased Hotels Limited (n)

(formerly Russell Hotel OpCo Limited

changed 2 January 2026)

IHG Universal Blvd Member LLC (k)

InterContinental Berlin Service Company

GmbH (au)

InterContinental (PB) 1 (n)

InterContinental (PB) 3 Limited (n)

Intercontinental D.C. Operating Corp. (k)

Inter-Continental Florida Partner Corp. (k)

InterContinental Gestion Hotelera SLU (by)

InterContinental Hotel Berlin GmbH (au)

Inter-Continental Hoteleira Limitada (aw)

Inter-Continental Hotels (Montreal)

Operating Corp. (ax)

InterContinental Hotels (Puerto Rico) Inc. (az)

Inter-Continental Hotels Corporation (k)

Intercontinental Hotels Corporation Limited (m)

InterContinental Hotels Group (Asia Pacific)

Pte Ltd. (ai)

InterContinental Hotels Group (Australia)

Pty Limited (aa)

InterContinental Hotels Group (Canada), Inc. (o)

InterContinental Hotels Group (Greater China)

Limited (ay)

InterContinental Hotels Group (India) Private

Limited (aq)

InterContinental Hotels Group (Japan), Inc. (k)

InterContinental Hotels Group (New Zealand)

Limited (an)

InterContinental Hotels Group (Shanghai)

Ltd (bb)

InterContinental Hotels Group (Vietnam)

Company Limited (q)

InterContinental Hotels Group do Brasil

Limitada (bc)

InterContinental Hotels Group Healthcare

Trustee Limited (n)

InterContinental Hotels Group Operating

Corp. (e) (k)

InterContinental Hotels Group Resources,

LLC (k)

InterContinental Hotels Group Services

Company (n)

InterContinental Hotels Italia, Srl (be)

InterContinental Hotels Limited (a) (n)

InterContinental Hotels

Managementgesellschaft mbH (bf)

InterContinental Hotels Management

Montenegro d.o.o. (ce)

InterContinental Hotels Nevada Corporation (k)

InterContinental Hotels of San Francisco, Inc. (k)

Intercontinental IOHC (Mauritius) Ltd. (bg)

InterContinental Management AM, LLC (cm)

InterContinental Management Bulgaria

EOOD (bp)

InterContinental Management France SAS (x)

InterContinental Management Poland

sp. z.o.o. (cn)

InterContinental Overseas Holdings, LLC (k)

KG Benefits LLC (k)

KG Gift Card Inc. (k)

KG Liability LLC (k)

KG Technology, LLC (k)

KHRG 851 LLC (k)

KHRG Aertson LLC (k)

KHRG Allegro, LLC (k)

KHRG Argyle, LLC (k)

KHRG Atlanta Midtown LLC (k)

KHRG Baltimore, LLC (k)

KHRG Born LLC (k)

KHRG Bozeman LLC (k)

KHRG Buckhead LLC (k)



238	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

32. Group companies continued

KHRG Canary LLC (k)

KHRG Cayman LLC (k)

KHRG Cayman Employer Ltd. (bt)

KHRG Charlottesville LLC (k)

KHRG Dallas LLC (k)

KHRG Dallas Beverage Company, LLC (k)

KHRG Employer, LLC (k)

KHRG Gray LLC (k)

KHRG Gray U2 LLC (k)

KHRG Huntington Beach LLC (k)

KHRG Key West LLC (k)

KHRG King Street, LLC (k)

KHRG La Peer LLC (k)

KHRG Miami Beach LLC (k)

KHRG New Orleans LLC (k)

KHRG NPC LLC (k)

KHRG Palladian LLC (k)

KHRG Palomar Phoenix LLC (k)

KHRG Philly Monaco LLC (k)

KHRG Porsche Drive LLC (k)

KHRG Reynolds LLC (k)

KHRG Riverplace LLC (k)

KHRG Sacramento LLC (k)

KHRG Schofield LLC (k)

KHRG SFD LLC (k)

KHRG SF Wharf LLC (k)

KHRG SF Wharf U2 LLC (k)

KHRG South Beach LLC (k)

KHRG State Street LLC (k)

KHRG Sutter LLC (k)

KHRG Sutter Union LLC (k)

KHRG Taconic LLC (k)

KHRG Tariff LLC (k)

KHRG Texas Hospitality, LLC (k)

KHRG Texas Operations, LLC (k)

KHRG Tryon LLC (k)

KHRG Vero Beach, LLC (k)

KHRG Vintage Park LLC (k)

KHRG Westwood, LLC (k)

KHRG Wilshire LLC (k)

Kimpton Hollywood Licenses LLC (k)

Kimpton Hotel & Restaurant Group, LLC (k)

Kimpton Hotel Frankfurt GmbH (ao)

Kimpton Phoenix Licenses Holdings LLC (k)

Louisiana Acquisitions Corp. (k)

Luxury Resorts and Spas (France) SAS (ck)

Manchester Oxford Street Hotel OpCo

Limited (n)

Mercer Fairview Holdings LLC (k)

Met Leeds Hotel OpCo Limited (s)

MH Lodging LLC (k)

Oxford Spires Hotel OpCo Limited (n)

Oxford Thames Hotel OpCo Limited (n)

PML Services LLC (k)

Pollstrong Limited (n)

Priscilla Holiday of Texas, Inc. (k)

Project Capital Lending LLC (k)

PT SC Hotels & Resorts Indonesia (bh)

Raison d’Etre Spas, Sweden AB (av)

Ravinia Republica Dominicana SRL (cs)

Regent Asia Pacific Hotel Management

Limited (bw)

Regent Asia Pacific Management Limited (cp)

Regent Berlin GmbH (bf)

Regent International Hotels Ltd (bw)

Roxburghe Hotel Edinburgh OpCo Limited (n)

SBS Maryland Beverage Company LLC (k)

SC Leisure Group Limited (n)

SC Reservations (Philippines) Inc. (k)

SCH Insurance Company (bi)

Semiramis for training of Hotel Personnel

and Hotel Management SAE (ch)

Six Continents Holdings Limited (n)

Six Continents Hotels Belize Limited (cb)

Six Continents Hotels International Limited (n)

Six Continents Hotels, Inc. (k)

Six Continents International Holdings B.V. (p)

Six Continents Investments Limited (f) (n)

Six Continents Limited (n)

Six Continents Overseas Holdings Limited (n)

Six Senses Americas IP, LLC (k)

Six Senses North America Management, LLC (k)

SLC Sustainable Luxury Cyprus Limited (cr)

SPHC Management Ltd. (bq)

SS Aetna Acquisition, LLC (k)

St. David’s Cardiff Hotel OpCo Limited (n)

Sustainable Luxury Holdings (BVI) Limited (v)

Sustainable Luxury Lanka Private Ltd. (ci)

Sustainable Luxury Maldives Private Limited (w)

Sustainable Luxury Mauritius Limited (as)

Sustainable Luxury UK Limited (n)

Wotton House Hotel OpCo Limited (s)

WY BLL Owner, LLC (k)

York Station Road Hotel OpCo Limited (s)

Subsidiaries where the effective

interest is less than 100%

IHG ANA Hotels Group Japan LLC (74.66%) (ar)

IHG ANA Hotels Holdings Co., Ltd. (66%) (ar)

Regent Hospitality Worldwide, Inc. (51%) (bt)

Six Continents Hotels de Colombia SA

(94.99%) (bj)

Sustainable Luxury Holding (Thailand) Limited

(49%) (c) (j) (aj)

Sustainable Luxury Hospitality (Thailand)

Limited (73.99%) (c) (j) (bl)

Sustainable Luxury Management (Thailand)

Limited (73.99%) (c) (j) (aj)

Sustainable Luxury Operations (Thailand)

Limited (99.9998%) (j) (aj)

Universal de Hoteles SA (99.99%) (j) (bj)

Associates, joint ventures and other

111 East 48th Street Holdings LLC

(19.9%) (g) (h) (k)

131 West 23rd Owner, LLC (0%) (b) (ct)

Alkoer, Sociedad de Responsabilidad

Limitada de Capital Variable (50%) (h) (cg)

ASR-JV One, LLC (0%) (d) (h) (l)

Beijing Orient Express Hotel Co., Ltd.

(16.25%) (bm)

Blue Blood (Tianjin) Equity Investment

Management Co., Limited (30.05%) (bn)

Carr SWW Subventure, LLC (26.666%) (g) (ca)

Carr Waterfront Hotel, LLC (11.46%) (g) (h) (ca)

Carr Wharf 3B Leaseholder, LLC (11.46%) (g) (ca)

Carr Wharf 3B Lessee, LLC (11.46%) (g) (ca)

China Hotel Investment Ltd. (30.05%) (i) (am)

Desarrollo Alkoer Irapuato S. de R.L. de C.V.

(50%) (cg)

Desarrollo Alkoer Saltillo S. de R.L. de C.V.

(50%) (cg)

Desarrollo Alkoer Silao S. de R.L. de C.V.

(50%) (cg)

EDG Alpharetta EH, LLC (0%) (b) (h) (r)

Gestion Hotelera Gestel, C.A. (50%) (c) (h) (ba)

Groups360, LLC (11.96%) (h) (l)

Inter-Continental Hotels Saudi Arabia Ltd.

(40%) (bs)

NF III Seattle, LLC (25%) (g) (k)

NF III Seattle Op Co, LLC (25%) (g) (k)

Nuevas Fronteras S.A. (23.66%) (cd)

President Hotel & Tower Co Ltd. (30%) (bu)

Sustainable Luxury Gravity Global Private

Limited (51%) (h) (bz)

Tianjin ICBCI IHG Equity Investment Fund

Management Co., Limited (21.04%) (bv)

Universal Blvd Holdings LLC (25%) (k)

Universal Blvd Hotel Venture LLC (25%) (k)


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	239

32. Group companies continued



	Key (a)Directly owned by InterContinental Hotels Group PLC (b)8% cumulative preference shares (c)Ordinary A and ordinary B shares (d)12.5% cumulative preference shares (e)¼ vote ordinary shares and ordinary shares (f)Ordinary shares, 5% cumulative preference shares and 7% cumulative preference shares (g)The entities do not have share capital and are governed by an operating agreement (h)Accounted for as associates and joint ventures due to IHG’s decision-making rights contained in the partnership agreement (i)Accounted for as an other financial asset due to IHG being unable to exercise significant influence over the financial and operating policy decisions of the entity (j)Minority interest relates to one or more individual shareholders who are employed or were previously employed by the entity

Registered addresses

(k)Three Ravinia Drive, Suite 100, Atlanta,

GA 30346, USA

(l)251 Little Falls Drive, Suite 400, Wilmington,

New Castle County, DE 19808, USA

(m)Clarendon House, 2 Church Street,

Hamilton HM11, Bermuda

(n)1 Windsor Dials, Arthur Road, Windsor,

Berkshire, SL4 1RS, UK

(o)40 Temperance Street, Suite 3200,

Toronto, M5HOBR, Ontario, Canada

(p)Kingsfordweg 151, 1043 GR Amsterdam,

The Netherlands

(q)Room No. 23, Floor 16, Saigon Tower

Building, No. 29 Le Duan, Sai Gon Ward,

Ho Chi Minh City, Vietnam

(r)The Corporation Trust Centre, 1209

Orange Street, Wilmington, DE 19801, USA

(s)c/o BDO LLP, 5 Temple Square, Liverpool,

L2 5RH, UK

(t)Building 4, No 13 Xiao Gang Zhong

Ma Road, Zhuhai District, Guangzhou,

Guangdong, P.R. China

(u)7729 Innovation Boulevard, 3004 Al Aqeeq

District, 13519 Riyadh, Kingdom of Saudi

Arabia

(v)Flemming House, Wickhams Cay,

P.O. Box 662, Road Town, Tortola VG1110,

British Virgin Islands

(w)c/o Premier Corporate Services Limited,

First Floor, Unit C102, MA, Alidhooge,

Shaheedhu Kudaveni Thutthu Manik

Hingun, Male, Republic of Maldives

(x)31–33 rue Mogador, 75009 Paris, France

(y)Bucharest, 2nd District, 2 Gara Herăstrău

Street, 2nd floor, module 33, Romania

(z)J E Irausquin Boulevard 93, 1Eagle/

Paardenbaai, Oranjestad West, Aruba

(aa)Level 11, 20 Bond Street, Sydney NSW

2000, Australia

(ab)Ontario # 1050, Col. Providencia,

Guadalajara, Jalisco CP44630, Mexico

(ac)Administrative unit no. 8, the ground

floor of the building F1, El Emdad and

El Tamween Street, Nasr City, Cairo,

the Arab Republic of Egypt

(ad)Rond-Point Robert Schuman 11, 1040

Brussels, Belgium

(ae)QBC 4 – Am Belvedere 4, 1100,

Vienna, Austria

(af)Avenida da Republica, no 52 – 9,

1069 – 211, Lisbon, Portugal

(ag)Room 60, Section 11 Floor 3 Premises I,

Building 1, House 125, Varshavskoye

shosse Str, Vn.Ter.G. Municipal District

Severnoye Chertanovo, Moscow City,

117587, Russia

(ah)No. 84, Pan Haliain Street, Unit #1, Level 8,

Uniteam Marine Office Building,

Sanchuang Township, Yangon, Myanmar

(ai)230 Victoria Street, #13-00 Bugis Junction

Towers, 188024, Singapore

(aj)57, 9th Floor, Park Ventures Ecoplex,

Unit 902–904, Wireless Road, Limpini,

Pathum Wan Bangkok 103330, Thailand

(ak)Alameda Jau 536, Suite 3S-B, 01420-000

São Paulo, Brazil

(al)Avenida Cordoba 1547, piso 8, oficina A,

1055 Buenos Aires, Argentina

(am)The Phoenix Centre, George Street,

Belleville St. Michael, Barbados

(an)Level 10, 55 Shortland Street, Auckland

Central, Auckland 1010, New Zealand

(ao)Junghofstrasse 7, 60315, Frankfurt am

Main, Germany

(ap)Central Office Park Unit 4, 257 Jean

Avenue, Centurion 0157, South Africa

(aq)11th Floor, Building No. 10, Tower C,

DLF Phase-II, DLF Cyber City, Gurgaon,

Haryana-122002, India

(ar)20th Floor, Toranomon Kotoshira Tower,

2–8, Toranomon 1-chom, Minato-ku,

105-0001, Tokyo, Japan

(as)Venture Corporate Services (Mauritius)

Ltd, Level 3, Tower 1, Nexteracom Towers,

Cybercity, Ebene, Republic of Mauritius

(at)1103 Budapest, Köér utca 2/A. C. ép.,

Hungary

(au)Budapester Str. 2, 10787 Berlin, Germany

(av)Grevgatan 15, 11453 Stockholm, Sweden

(aw)Alameda Jau 536, Suite 3S-E, 01420-000

São Paulo, Brazil

(ax)1980 Pérodeau Street, Vaudreuil-Dorion,

J7V 8P7, Quebec, Canada

(ay)Room 1928, 19/F, Lee Garden One,

33 Hysan Avenue, Causeway Bay,

HongKong

(az)361 San Francisco Street Penthouse,

San Juan, PR 00901, Puerto Rico

(ba)Hotel Tamanaco Inter-Continental,

Final Av. Ppal, Mercedes, Caracas,

Venezuela

(bb)22/F Citigroup Tower, No. 33

Huayanshiqiao Road, Lujiazui, Pudong

New Area, 200120, Shanghai, P.R. China

(bc)Alameda Jau 536, Suite 3S-C, 01420-000

São Paulo, Brazil

(bd)Alameda Jau 536, Suite 3S-D, 01420-000

São Paulo, Brazil

(be)Viale Monte Nero n.84, 20135 Milano, Italy

(bf)Thurn-und-Taxis-Platz 6 – 60313 Frankfurt

am Main, Germany

(bg)c/o Juris Tax Ltd. Level 3, Ebene House,

Hotel Avenue, 33 Cybercity, Ebene 72201,

Republic of Mauritius

(bh)Menara Imperium 22nd Floor, Suite D, JI.

HR. Rasuna Said Kav.1, Guntur Sub-district,

Setiabudi District, South Jakarta 12980,

Indonesia

(bi)Primmer Piper Eggleston & Cramer PC,

30 Main St., Suite 500, P.O. Box 1489,

Burlington, VT 05402-1489, USA

(bj)Calle 49, Sur 45 A 300, Oficina 1102,

055422 Envigado, Antioquia, Colombia

(bk)10 Kings Lane, Roseau, Dominica

(bl)No. 56 Moo 5, Tambol Koh Yao Noi,

Amphur Ko Yao, Pang-nga Province 82160,

Thailand

(bm)Room 311, Building 1, No. 6 East Wen

Hua Yuan Road, Beijing Economy and

Technology Development Zone, Beijing,

P.R. China



240	IHG	Annual Report and Form 20-F 2025



	Notes to the Group Financial Statements continued

32. Group companies continued

(bn)Room N306, 3rd Floor, Building 6, Binhai

Financial Street, No. 52 West Xincheng

Road, Tianjin Economy and Technology

Development Zone, Tianjin, P.R. China

(bo)Cesta v Mestni log 1, 1000 Ljubljana,

Slovenia

(bp)37A Professor Fridtjof Nansen Street,

5th Floor, District Sredets, Sofia, 1142,

Bulgaria

(bq)C/o Holiday Inn & Suites, Cnr Waigani

Drive & Wards Road, Port Moresby,

National Capital District, Papua New Guinea

(br)Suite 2201, Festival Tower, Dubai Festival

City, Al Rebbat St., P.O. Box 58191, Dubai,

United Arab Emirates

(bs)Madinah Road, Jeddah, P.O Box 9456,

Post Code 21413, Jeddah, Saudi Arabia

(bt)Maples Corporate Services Ltd.–

PO Box 309, Ugland House, Grand

Cayman – KY1-1104, Cayman Islands

(bu)971, 973 Ploenchit Road, Lumpini,

Pathumwan, Bangkok 10330, Thailand

(bv)Room R316, 3rd Floor, Building 6, Binhai

Financial Street, No. 52 West Xincheng

Road, Tianjin Economy and Technology

Development Zone, Tianjin, P.R. China

(bw)14th Floor, South China Building, 1–3

Wyndham Street, Hong Kong, SAR

(bx)Maslak Mah. Eski Büyükdere Cad.

Orjin Maslak İŞ, Merkezi Sitesi No: 27

IC KapiI No: 4 Sariyer/Istanbul, Turkey

(by)Paseo de Recoletos 37–41,

28004 Madrid, Spain

(bz)B-11515 Bhikaj Cama Place, New Delhi,

South Delhi, 110066 India

(ca)Carr Hospitality, LLC, 1455 Pennsylvania

Avenue, NW, Suite 200, Washington,

DC 20004, USA

(cb)84 Albert Street, Belize City, Belize, C.A.

(cc)Krunska 73, 3rd floor, office no.3, Vračar,

11000 Belgrade, Serbia

(cd)Moreno 809 2 Piso, C1091AAQ

Buenos Aires, Argentina

(ce)Bulevar Svetog Petra Cetinjskog

149 – 81000 Podgorica, Montenegro

(cf)Bernard Monteagudo 201, 15076,

Lima, Peru

(cg)Avenida Ejercito Nacional Mexicano

No. 769, Torre B Piso 8, Granada,

Miguel Hidalgo, Ciudad de Mexico,

CP 11520, Mexico

(ch)Ground Floor, Al Kamel Law Building,

Plot 52-b, Banks Area, Six of October City,

Egypt

(ci)Shop No. L3–6, Amity Building,

No. 125 High Level Road, Maharagama,

Colombo, Sri Lanka

(cj)Office #3082, 30th Floor, ASEM Tower,

517 Yeongdong-daero, Gangnam-gu,

Seoul, (Samseong-dong), 06164,

Republic of Korea

(ck)291 Rue des Tovets, Courchével 1850,

73120, Courchével, France

(cl)2 Wisconsin Circle #700, Chevy Chase,

MD 20815, USA

(cm)23/6 D, Anhaght Str., Yerevan,

0069, Armenia

(cn)Generation Park Z – ul. Towarowa 28,

00-839 Warsaw, Poland

(co)Suite 1, Ground Floor, The Financial

Services Centre, Bishops Court Hill,

St. Michael, BB14004, Barbados

(cp)Brumby Centre, Lot 42, Jalan Muhibbah,

87000 Labuan F.T., Malaysia

(cq)Blvd, Morazan, Centro Comercial

El Dorado, 6th Floor, Tegucigalpa,

Honduras

(cr)ATS Services Limited, Capital Center,

9th Floor, 2–4 Arch, Makarios III Ave.,

1065 Nicosia, Cyprus

(cs)Max Henriquez Ureña N° 11, Ensanche

Naco, Santo Domingo de Guzman,

Distrito Nacional, Santo Domingo

(ct)Harvard Business Services, Inc.,

16192 Coastal Hwy, Lewes,

Delaware 19958, USA



250	IHG	Annual Report and Form 20-F 2025



	Other Financial Information

Use of Non-GAAP measures

In addition to performance measures directly observable in the Group Financial Statements (IFRS measures), additional measures

(described as Non-GAAP) are presented that are used internally by management as key measures to assess performance.

Non-GAAP measures are either not defined under IFRS or are adjusted IFRS figures.


+	Further explanation in relation to these measures and their definitions can be found on pages 107 to 112.

Revenue and operating profit Non-GAAP reconciliations

Highlights for the year ended 31 December 2025

Reportable segments


	Revenue				Operating profit
	2025	2024	Change	Change	2025	2024	Change	Change
	$m	$m	$m	%	$m	$m	$m	%
Per Group income statement	5,189	4,923	266	5.4	1,198	1,041	157	15.1
System Fund and reimbursables	(2,721)	(2,611)	(110)	4.2	46	83	(37)	(44.6)
Operating exceptional items	–	–	–	–	21	–	21	NMa
Reportable segments	2,468	2,312	156	6.7	1,265	1,124	141	12.5

Reportable segments analysed as:
Fee business	1,897	1,774	123	6.9	1,231	1,085	146	13.5
Owned & leased	544	515	29	5.6	43	45	(2)	(4.4)
Insurance activities	27	23	4	17.4	(9)	(6)	(3)	50.0
	2,468	2,312	156	6.7	1,265	1,124	141	12.5

a.Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the

prior period.

Underlying revenue and underlying operating profit


	Revenue				Operating profit
	2025	2024	Change	Change	2025	2024	Change	Change
	$m	$m	$m	%	$m	$m	$m	%
Reportable segments (see above)	2,468	2,312	156	6.7	1,265	1,124	141	12.5
Significant liquidated damages	(7)	–	(7)	NMb	(7)	–	(7)	NMb
Owned & leased asset acquisition and disposala	(7)	(8)	1	(12.5)	6	5	1	20.0
Currency impact	–	17	(17)	NMb	–	–	–	–
Underlying revenue and underlying operating profit	2,454	2,321	133	5.7	1,264	1,129	135	12.0

a.The results of one Kimpton hotel in 2025 (being the year of lease commencement) and one Regent hotel in 2024 (being the year of lease expiration) are

removed to determine the underlying growth, adjusted to reflect 2025 rates.

b.Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the

prior period.

Underlying fee revenue and underlying fee operating profit


	Revenue				Operating profit
	2025	2024	Change	Change	2025	2024	Change	Change
	$m	$m	$m	%	$m	$m	$m	%
Reportable segments fee business (see above)	1,897	1,774	123	6.9	1,231	1,085	146	13.5
Significant liquidated damages	(7)	–	(7)	NMa	(7)	–	(7)	NMa
Currency impact	–	6	(6)	NMa	–	(1)	1	NMa
Underlying fee revenue and underlying fee operating profit	1,890	1,780	110	6.2	1,224	1,084	140	12.9

a.Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the

prior period.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	251

Revenue and operating profit Non-GAAP reconciliations continued

Americas


	Revenue				Operating profitb
	2025	2024	Change	Change	2025	2024	Change	Change
	$m	$m	$m	%	$m	$m	$m	%
Per Group financial statements, note 2	1,129	1,141	(12)	(1.1)	836	828	8	1.0

Reportable segments analysed asa:
Fee business	963	979	(16)	(1.6)	804	795	9	1.1
Owned & leased	166	162	4	2.5	32	33	(1)	(3.0)
	1,129	1,141	(12)	(1.1)	836	828	8	1.0

Reportable segments (see above)	1,129	1,141	(12)	(1.1)	836	828	8	1.0
Significant liquidated damages	(7)	–	(7)	NMc	(7)	–	(7)	NMc
Currency impact	–	(3)	3	NMc	–	(3)	3	NMc
Underlying revenue and underlying operating profit	1,122	1,138	(16)	(1.4)	829	825	4	0.5

a.Revenues as included in the Group Financial Statements, note 3.

b.Before exceptional items.

c.Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the

prior period.

EMEAA


	Revenue				Operating profitb
	2025	2024	Change	Change	2025	2024	Change	Change
	$m	$m	$m	%	$m	$m	$m	%
Per Group financial statements, note 2	811	748	63	8.4	303	270	33	12.2

Reportable segments analysed asa:
Fee business	433	395	38	9.6	292	258	34	13.2
Owned & leased	378	353	25	7.1	11	12	(1)	(8.3)
	811	748	63	8.4	303	270	33	12.2

Reportable segments (see above)	811	748	63	8.4	303	270	33	12.2
Owned & leased asset acquisition and disposald	(7)	(8)	1	(12.5)	6	5	1	20.0
Currency impact	–	19	(19)	NMc	–	7	(7)	NMc
Underlying revenue and underlying operating profit	804	759	45	5.9	309	282	27	9.6

a.Revenues as included in the Group Financial Statements, note 3.

b.Before exceptional items.

c.Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the

prior period.

d.The results of one Kimpton hotel in 2025 (being the year of lease commencement) and one Regent hotel in 2024 (being the year of lease expiration) are

removed to determine the underlying growth, adjusted to reflect 2025 rates.



252	IHG	Annual Report and Form 20-F 2025



	Other Financial Information continued

Revenue and operating profit Non-GAAP reconciliations continued

Greater China


	Revenue				Operating profitb
	2025	2024	Change	Change	2025	2024	Change	Change
	$m	$m	$m	%	$m	$m	$m	%
Per Group financial statements, note 2	165	161	4	2.5	99	98	1	1.0

Reportable segments analysed asa:
Fee business	165	161	4	2.5	99	98	1	1.0
	165	161	4	2.5	99	98	1	1.0

Reportable segments (see above)	165	161	4	2.5	99	98	1	1.0
Underlying revenue and underlying operating profit	165	161	4	2.5	99	98	1	1.0

a.Revenues as included in the Group Financial Statements, note 3.

b.Before exceptional items.

Highlights for the year ended 31 December 2024

Reportable segments


	Revenue				Operating profit
	2024	2023	Change	Change	2024	2023	Change	Change
	$m	$m	$m	%	$m	$m	$m	%
Per Group income statement	4,923	4,624	299	6.5	1,041	1,066	(25)	(2.3)
System Fund and reimbursables	(2,611)	(2,460)	(151)	6.1	83	(19)	102	NMa
Operating exceptional items	–	–	–	–	–	(28)	28	NMa
Reportable segments	2,312	2,164	148	6.8	1,124	1,019	105	10.3

Reportable segments analysed as:
Fee business	1,774	1,672	102	6.1	1,085	992	93	9.4
Owned & leased	515	471	44	9.3	45	29	16	55.2
Insurance activities	23	21	2	9.5	(6)	(2)	(4)	200.0
	2,312	2,164	148	6.8	1,124	1,019	105	10.3

a.Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance

in the prior period.

Underlying revenue and underlying operating profit


	Revenue				Operating profit
	2024	2023	Change	Change	2024	2023	Change	Change
	$m	$m	$m	%	$m	$m	$m	%
Reportable segments (see above)	2,312	2,164	148	6.8	1,124	1,019	105	10.3
Owned & leased asset disposalsb	(8)	(10)	2	(20.0)	4	3	1	33.3
Currency impact	–	(7)	7	NMa	–	(12)	12	NMa
Underlying revenue and underlying operating profit	2,304	2,147	157	7.3	1,128	1,010	118	11.7

a.Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance

in the prior period.

b.The results of one Regent hotel are removed in 2024 (being the year of lease expiration) and in 2023 to determine the underlying growth.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	253

Revenue and operating profit Non-GAAP reconciliations continued

Underlying fee revenue and underlying fee operating profit


	Revenue				Operating profit
	2024	2023	Change	Change	2024	2023	Change	Change
	$m	$m	$m	%	$m	$m	$m	%
Reportable segments fee business (see above)	1,774	1,672	102	6.1	1,085	992	93	9.4
Currency impact	–	(9)	9	NMa	–	(11)	11	NMa
Underlying fee revenue and underlying fee operating profit	1,774	1,663	111	6.7	1,085	981	104	10.6

a.Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance

in the prior period.

Fee margin reconciliation


	2025	2024	2023
	$m	$m	$m
Revenue
Reportable segments analysed as fee business (page 250)	1,897	1,774	1,672
Significant liquidated damagesa	(7)	–	–
	1,890	1,774	1,672
Operating profitb
Reportable segments analysed as fee business (page 250)	1,231	1,085	992
Significant liquidated damagesa	(7)	–	–
	1,224	1,085	992

Fee marginc	64.8%	61.2%	59.3%

a.$7m recognised in 2025 reflects the significant liquidated damages related to one hotel in the Americas.

b.Before exceptional items.

c.Reported as a KPI on page 42.

Fee margin is broken down by region as follows:


Year ended 31 December 2025	Americas	EMEAA	Greater China	Centralb	Total
Revenue $m
Reportable segments analysed as fee business (pages 251 to 252)	963	433	165	336	1,897
Significant liquidated damages	(7)	–	–	–	(7)
	956	433	165	336	1,890

Operating profita
Reportable segments analysed as fee business (pages 251 to 252)	804	292	99	36	1,231
Significant liquidated damages	(7)	–	–	–	(7)
	797	292	99	36	1,224

Fee margin	83.4%	67.4%	60.0%	10.7%	64.8%

a.Before exceptional items.

b.Central fee business revenue and operating profit as per note 2 to the Financial Statements, and excludes revenue and operating loss from insurance

activities of $27m and $9m, respectively.



254	IHG	Annual Report and Form 20-F 2025



	Other Financial Information continued

Fee margin reconciliation continued


Year ended 31 December 2024	Americas	EMEAA	Greater China	Centralb	Total
Revenue $m
Reportable segments analysed as fee business (pages 251 to 252)	979	395	161	239	1,774
	979	395	161	239	1,774

Operating profita
Reportable segments analysed as fee business (pages 251 to 252)	795	258	98	(66)	1,085
	795	258	98	(66)	1,085

Fee margin	81.2%	65.3%	60.9%	(27.6)%	61.2%


Year ended 31 December 2023	Americas	EMEAA	Greater China	Centralb	Total
Revenue $m
Reportable segments analysed as fee business (pages 251 to 252)	957	354	161	200	1,672
	957	354	161	200	1,672
Operating profita
Reportable segments analysed as fee business (pages 251 to 252)	787	214	96	(105)	992
	787	214	96	(105)	992

Fee margin	82.2%	60.5%	59.6%	(52.5)%	59.3%

a.Before exceptional items.

b.Central fee business revenue and operating profit as per note 2 to the Financial Statements, and excludes revenue and operating loss from insurance

activities of $23m and $6m, respectively (2023: $21m and $2m).

Net and gross capital expenditure reconciliation


	12 months ended 31 December
	2025	2024
	$m	$m
Net cash from investing activities	(190)	(99)
Adjusted for:
Contract acquisition costs, net of repayments	(179)	(237)
System Fund depreciation and amortisationa	78	82
Payment of deferred purchase consideration	–	10
Repayments related to investments supporting the Group’s insurance activities	(3)	(5)
Changes in bank accounts pledged as security	(7)	–
Purchase of brands	120	–
Finance lease receipts	(4)	(4)
Net capital expenditure	(185)	(253)
Further adjusted for:
Repayment of contract acquisition costs	(2)	–
Other disposals and repayments	(4)	(15)
System Fund depreciation and amortisationa	(78)	(82)
Gross capital expenditure	(269)	(350)

a.Excludes depreciation on right-of-use assets.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	255

Net and gross capital expenditure reconciliation continued


	12 months ended 31 December 2025			12 months ended 31 December 2024
$m	Gross	Repaid	Net	Gross	Repaid	Net
Analysed as:
Key money contract acquisition costs	(179)	2	(177)	(206)	–	(206)
Maintenance	(31)	–	(31)	(31)	–	(31)
Recyclable capital expenditure:
Recyclable contract acquisition costs	(2)	–	(2)	(31)	–	(31)
Other recyclable investments	(14)	4	(10)	(37)	15	(22)
Capital expenditure: System Fund investments	(43)	78	35	(45)	82	37
Total capital expenditure	(269)	84	(185)	(350)	97	(253)

Adjusted free cash flow reconciliation


	12 months ended 31 December
	2025	2024	2023	2022	2021
	$m	$m	$m	$m	$m
Net cash from operating activities	898	724	893	646	636
Adjusted for:
Purchase of shares by employee share trusts	(10)	(27)	(8)	(1)	–
Gross maintenance capital expenditure	(31)	(31)	(38)	(44)	(33)
Cash flows relating to exceptional itemsb	57	(8)	29	43	12
Principal element of lease payments	(30)	(46)	(28)	(36)	(32)
Deferred purchase consideration	–	3	–	–	–
Recyclable contract acquisition costs	2	31	–	–	–
Repayments/(payments) related to investments supporting the Group’s insurance activities	3	5	(11)	7	6
Finance lease receipts	4	4	—	–	–
Adjusted free cash flowa	893	655	837	615	589

a.Reported as a KPI on page 42.

b.In 2025, includes $34m of exceptional tax paid

Adjusted interest reconciliation


	12 months ended 31 December
	2025	2024	2023
		Re-presenteda	Re-presenteda
	$m	$m	$m
Net financial expenses
Financial income	49	63	39
Financial expenses	(202)	(178)	(126)
	(153)	(115)	(87)
Adjusted for:
Interest attributable to the System Fund	(47)	(50)	(44)
	(47)	(50)	(44)
Adjusted interest	(200)	(165)	(131)

a.An adjustment was previously made to remove foreign exchange gains and losses presented within ‘financial expenses’. These are now reported

separately in the Group Income Statement. This change does not affect the total adjusted interest.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	257

Revenue per available room (RevPAR), average daily rate and occupancy

RevPAR is the primary metric used by management to track hotel performance across regions and brands. RevPAR is also a

commonly used performance measure in the hotel industry. RevPAR comprises IHG’s system rooms revenue divided by the

number of room nights available and can be derived from occupancy rate multiplied by average daily rate (ADR). Occupancy

rate is rooms occupied by hotel guests expressed as a percentage of rooms that are available. ADR is rooms revenue divided by

the number of room nights sold.

References to RevPAR, occupancy and ADR are presented on a comparable basis comprising groupings of hotels that have

traded in both the current and prior year. The principal exclusions in deriving this measure are new hotels, hotels closed for

major refurbishment and hotels sold in either of the two years. RevPAR and ADR are quoted at a constant US$ conversion rate,

in order to allow a better understanding of the comparable year-on-year trading performance excluding distortions created

by fluctuations in exchange rates.

The following tables present RevPAR statistics for the year ended 31 December 2025 and a comparison to 2024. Fee business

and owned & leased statistics are for comparable hotels and include only those hotels in the Group’s System at 31 December

2025 and franchised, managed, owned or leased by the Group since 1 January 2024. The comparison with 2024 is at constant

US$ exchange rates.


	Fee business		Owned & leased
	2025	Change vs 2024	2025	Change vs 2024
Americas
InterContinental
Occupancy	67.5	0.8%pts	83.0	(0.1)%pts
Average daily rate	$237.26	3.4%	$358.75	1.0%
RevPAR	$160.08	4.6%	$297.88	0.8%
Kimpton
Occupancy	73.8	0.8%pts	–	–
Average daily rate	$281.48	0.1%	–	–
RevPAR	$207.64	1.3%	–	–
Hotel Indigo
Occupancy	68.1	0.6%pts	–	–
Average daily rate	$186.96	(0.6)%	–	–
RevPAR	$127.41	0.3%	–	–
Crowne Plaza
Occupancy	59.0	0.4%pts	–	–
Average daily rate	$136.67	(0.2)%	–	–
RevPAR	$80.57	0.5%	–	–
EVEN Hotels
Occupancy	71.0	(0.4)%pts	–	–
Average daily rate	$162.19	(0.7)%	–	–
RevPAR	$115.10	(1.2)%	–	–
Holiday Inn Express
Occupancy	69.1	0.0%pts	–	–
Average daily rate	$132.23	0.2%	–	–
RevPAR	$91.41	0.2%	–	–
Holiday Inn
Occupancy	62.7	(0.8)%pts	68.4	(2.1)%pts
Average daily rate	$129.06	0.5%	$273.93	5.2%
RevPAR	$80.98	(0.7)%	$187.49	2.1%
avid hotels
Occupancy	64.6	(0.4)%pts	–	–
Average daily rate	$106.91	(0.7)%	–	–
RevPAR	$69.04	(1.2)%	–	–



260	IHG	Annual Report and Form 20-F 2025



	Directors’ Report

This Directors’ Report includes the

information required to be given in line

with the Companies Act or, where

provided elsewhere, an appropriate cross

reference is given. The Governance

Report approved by the Board is provided

on pages 116 to 163 and incorporated

by reference herein.

Subsidiaries, joint ventures

and associated undertakings

The Group has over 340 subsidiaries,

joint ventures, associates and related

undertakings (including branches

outside of the United Kingdom).

A list of subsidiaries and associated

undertakings disclosed in accordance

with the Companies Act is provided

at note 32 of the Group Financial

Statements on pages 237 to 240.

Directors

The Directors may exercise all the

powers of the Company, subject to

the Articles of Association, legislation

and regulation. This includes the

ability to exercise the authority to allot

or purchase the Company’s shares

pursuant to authorities granted by

shareholders at the Company’s AGM

every year. Further details of the powers

of the Company’s Directors can be

found on page 275.


+	For biographies of the current Directors see pages 118 to 119.

Directors’ and Officers’ (D&O)

liability insurance and existence

of qualifying indemnity provisions

The Company maintains the Group’s

D&O liability insurance policy, which

covers Directors and Officers of the

Company defending civil proceedings

brought against them in their capacity

as Directors or Officers of the Company

(including those who served as Directors

or Officers during the year). There were

no indemnity provisions relating to the

UK pension plan for the benefit of

the Directors during 2025.

Articles of Association


+	A summary is provided on pages 275 to 276.


+	The Company’s Articles of Association may only be amended by special resolution and are available on the Company’s website at ihgplc.com/investors under Corporate governance.

Share capital

The Company’s issued share capital

at 31 December 2025 consisted of

157,126,590 ordinary shares of 20 340/399

pence each, including 5,481,782 shares

held in treasury, which constituted

3.49% of the total issued share capital

(including treasury shares).

During the year, the Company

announced a change in the trading

currency of its ordinary shares on the

London Stock Exchange from pounds

sterling to US dollars, effective 2 January

2026. The nominal currency of the

shares remains in pounds sterling.

There are no special control rights

or restrictions on share transfers or

limitations on the holding of any

class of shares.

During 2025, 760,000 shares were

transferred from treasury to the

employee share ownership trust.

As far as is known to management,

IHG is not directly or indirectly owned

or controlled by another company or

by any government. The Board focuses

on shareholder value creation. When it

decides to return capital to shareholders,

it considers all of its options, including

share buybacks and special dividends.

Share issues and buybacks

In December 2025, we completed

our $900m share buyback programme,

which was announced and commenced

on 18 February 2025. As part of the

programme, 7,585,264 shares were

bought back and cancelled, representing

total consideration of $892m.

Further information on the transactions

that took place this year can be found

on page 286.

Dividends


Dividends	Ordinary shares	ADRs
Interim dividend
An interim dividend was paid on 2 October 2025 to shareholders on the register at the close of business on 22 August 2025.	43.3p	58.6¢
Final dividend
Subject to approval at the 2026 AGM, a final dividend of 125.9¢ in respect of 2025 will be payable on 14 May 2026 to shareholders on the register at the close of business on 10 April 2026	125.9¢a	125.9¢

a.The sterling amount of the final dividend will be

announced on 27 April 2026 using the average

of the daily exchange rates for the three

working days commencing 22 April 2026.

Major institutional shareholders

As at 12 February 2026, being the last practicable date, the Company had been notified of the following significant holdings

in its ordinary shares under section 5 of the UK Disclosure Guidance and Transparency Rules (DTRs).


	As at 12 February 2026		As at 14 February 2025		As at 16 February 2024
Shareholder	Ordinary shares/ADSsa	%a	Ordinary shares/ADSsa	%a	Ordinary shares/ADSsa	%a
BlackRock, Inc.	10,190,311b	6.14	10,190,311b	6.14	10,190,311b	6.14
Boron Investments B.V.	8,280,000	5.01	8,280,000	5.01	8,280,000	5.01
FMR LLC	8,078,031	5.01	8,078,031	5.01	–	–
The Capital Group Companies, Inc.	7,424,031	4.90	8,980,505	5.12	8,980,505	5.12
Fiera Capital Corporationc	6,933,553	4.38	6,933,553	4.38	–	–
PineStone Asset Management Inc.	12,680,354	8.07	12,950,002	7.08	12,950,002	7.08

a.The numbers of shares and percentages of voting rights are as set out in the relevant disclosures made in accordance with Rule 5 of the DTRs

and do not necessarily reflect the impact of any share buyback programmes or any changes in shareholdings subsequent to the date of notification

that are not notified to the Company under the DTRs.

b.Total shown includes 1,913,249 qualifying financial instruments to which voting rights are attached.

c.We have included details of Fiera Capital Corporation’s holding, as disclosed to us on 21 January 2025; however, it is the Company’s understanding

that the holding of Fiera Capital Corporation is included within the overall holding of PineStone Asset Management Inc, as disclosed to us in

August 2025.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	261

The Company’s major shareholders

have the same voting rights as other

shareholders. The Company does

not know of any arrangements,

the operation of which may result

in a change in its control.


+	For further details on shareholder profiles see page 287.
	For further details on shareholder profiles see page 287.

The Companies (Miscellaneous

Reporting) Regulations 2018

Set out below is our employee

engagement statement and on page 262,

our statement summarising how the

Directors have had regard to the need

to foster the Company’s business

relationships with suppliers, customers

and others.


+	Details of how the Directors have had regard to the matters set forth in Section 172(1)(a) to (f) of the Companies Act are provided on pages 124 and 125.

Employee engagement statement

Our statement relates to IHG’s directly

employed individuals and should be

read in conjunction with our people

section, Section 172 statement, Voice

of the Employee and wider workforce

remuneration and employee

engagement disclosures on pages

62 to 64, 124 to 125, 135 and 139.

During 2025, the main communication

channels to provide information of

concern to employees included weekly

newsletters, virtual town halls, CEO

and regional leadership calls, podcasts,

blogs, email broadcasts, videos and

business function team meetings.

Employees have been consulted and

given opportunities to express their views

and concerns through participation in

the employee engagement survey, Voice

of the Employee feedback sessions,

Employee Resource Groups (ERGs),

Colleague events (interactive sessions

relating to IHG’s strategy and behaviours),

quarterly performance reviews,

development and wellbeing meetings,

team meetings and the Q&A session

as part of the CEO quarterly business

update call.

Each December, employees are invited

to join the employee share plan. The

plan is available to around 99% of our

corporate employees below the senior/

mid-management level (who receive

LTIP and restricted stock units awards).

Further details are on page 262.

Employees have been made aware

of the financial and economic factors

affecting the performance of the

Company through quarterly business

update calls with the CEO, as well as

business function team meetings

and other regional leadership calls.

The Chair and other Directors have

engaged with employees through

a number of means, including direct

interactions, Voice of the Employee

feedback sessions, Colleague events

and a series of opportunities held

during the year to meet Directors

via video meetings or in person.

Details of how Directors have had regard

to employee interests, and the effect of

that regard, including principal decisions

taken by IHG during the year can be

found on pages 45 and 124 to 125.

Employee numbers

Having a predominantly franchised

and managed business model means

that many of those people who work

at hotels operated under our brands

are not our employees.

The average number of IHG employees,

including part-time employees, during

2025 were as follows:

–7,459 people worldwide (including

those in our corporate offices, central

reservations offices and owned &

leased hotels (excluding those in a

category below)), whose costs were

borne by the Group; and

–20,390 people who either worked

directly on behalf of the System Fund

and whose costs were borne by the

System Fund, or as General Managers

and (in the US predominantly) other

hotel workers, who work in managed

hotels, who have contracts or are

directly employed by IHG and whose

costs are borne by those hotel owners.

Due to the nature of our business,

there are many temporary, agency and

contract workers at hotels operated

under our brands who are not our

employees. The number of temporary

employees at corporate locations and

owned & leased hotels is not significant.


+	See note 4 of the Group Financial Statements on pages 199 and 200.

Employment of disabled persons

IHG continues to focus on providing

an inclusive environment, in which

employees are valued for who they are

and what they bring to the Group, and

in which talented individuals are retained

through all levels of the organisation.

We look to appoint the most appropriate

person for the job and are committed

to providing equality of opportunity to

all employees without discrimination.

Every effort is made to ensure that

applications for employment from

disabled employees are fully and fairly

considered and that disabled employees

have equal opportunities to training,

career development and promotion.


+	See our people disclosures on pages 62 to 67.
	See our people disclosures on pages 62 to 67.


+	Visit ihgplc.com/responsible-business for more information.
	Visit ihgplc.com/responsible-business for more information.

2025 share awards and grants

to employees

Our current policy is to settle awards or

grants under the Company’s share plans

with shares purchased in the market or

from shares held in treasury; however,

the Company continues to review

this policy. The Company’s share plans

incorporate limits on dilution which

provide that commitments to issue new

shares or re-issue treasury shares under

executive plans should not exceed 5%,

and under all plans should not exceed

10%, of the issued ordinary share capital

of the Company (adjusted for share

issuance and cancellation) in any 10-year

period. During the financial year ended

31 December 2025, the Company

transferred 760,000 treasury shares

(0.48% of the total issued share capital) to

satisfy obligations under its share plans.

The estimated maximum dilution from

awards made under the Company’s

share plans over the last 10 years

is 4.39%.

As at 31 December 2025, there were

no options outstanding. The Company

has not utilised the authority given by

shareholders at any of its AGMs to allot

shares for cash without first offering

such shares to existing shareholders.



262	IHG	Annual Report and Form 20-F 2025



	Directors’ Report continued

Employee share ownership

trust (ESOT)

IHG operates an ESOT for the benefit

of employees and former employees.

The ESOT receives treasury shares from

the Company and purchases ordinary

shares in the market and releases

them to current and former employees

in satisfaction of share awards. During

2025, the ESOT released 924,931 shares

and at 31 December 2025, it held 860,969

ordinary shares in the Company. The

ESOT adopts a prudent approach to

purchasing shares, using funds provided

by the Group, based on expectations

of future requirements.

Certain shares that have been allocated

to share plan participants under the

Annual Performance Plan (APP) are held

in a nominee account on behalf of those

participants by Computershare Investors

Plc (Nominee). As at 31 December 2025,

the Nominee held 178,309 forfeitable

shares as part of the APP. The shares

held by the Nominee have been

allocated to share plan participants on

terms that entitle those participants

to request or require the Nominee to

exercise the voting rights relating to

those shares. The Nominee exercises

those votes in accordance with the

directions of the participants. Shares

that have not been allocated to share

plan participants under such terms are

held by the ESOT, and although the

trustee has the right to vote or abstain

from exercising their voting rights in

relation to those shares, it has a policy

of not voting, which is in line with

guidelines. The trustee also has the right

to accept or reject any offer relating to

the shares in any way it sees fit.

Unless otherwise requested by the

Company, the trustee of the ESOT

waives all ordinary dividends on the

shares held in the ESOT, other than

shares which have been allocated to

participants on terms which entitle them

to the benefit of dividends, except for

such amount per share as shall, when

multiplied by the number of shares

held by it on the relevant date, equal

one pence or less.

Colleague Share Plan

The Company’s employee share plan,

known as the Colleague Share Plan,

was first introduced in 2019 following

approval by shareholders at the

Company’s 2019 AGM.

In accordance with the Colleague Share

Plan Rules, participants’ contributions

are used to purchase shares on a

monthly basis on behalf of the

individuals (Purchased Shares) and

held within the Nominee. At the end

of the Plan Year, the participants

receive a conditional right to receive

one share (Matching Share) for every

one Purchased Share that they have

purchased. Provided the participants

hold the Purchased Shares in the

Nominee until the second anniversary

of the end of the Plan Year, the

conditional right to Matching Shares

will vest.

In 2025, nearly 64 shares vested outside

of the usual timetable due to deaths

or good leavers, and in January 2026,

21,721 shares vested as part of the regular

plan cycle. As at 12 February 2026,

the Nominee held 203,460 shares in

relation to the Colleague Share Plan.

Code of Conduct

The Code of Conduct (Code) applies

to all Directors, officers and employees

and complies with the NYSE rules

as set out in Section 406 of the US

Sarbanes-Oxley Act 2002. Further

details on our Code, including the

Board’s oversight of the Code, are set

out in the Strategic Report on page 56.

Business relationships with

suppliers, customers and others

Our business relationships with our

guests, hotel owners and suppliers are

fundamental to our commercial success.

During the year, the Board considered

matters related to them and had

regard to the impact of decisions on

them as detailed in the key matters

discussed by the Board on pages 124

and 125. These included strategic and

operational matters relating to our

brand portfolio and operating regions.

The Board monitors relationships

through a mixture of presentations,

reports and direct engagement.

The Responsible Business Committee

specifically reviews responsible

procurement processes, targets

and the Supplier Code of Conduct.

Details of how relationships have been

maintained during the year are set out

in the key stakeholder engagement

tables on pages 10, 44 and 45.

The Group is party to a technology

agreement with Amadeus Hospitality

Americas, Inc. (Amadeus), for the Guest

Reservation System used by the Group.

The initial term of 10 years will expire

in 2028, and the Group has the right to

extend this agreement for two additional

periods of up to 10 years each on the

same terms, conditions and pricing.

The financial and performance

obligations in this agreement are

guaranteed by Amadeus IT Group S.A.,

the parent company of Amadeus.

Otherwise, there are no specific

individual contracts or arrangements

considered to be essential to the

business of the Group as a whole.

Future business developments

of the Group


+	Details on these are set out in the Strategic Report on pages 22 and 23.

Finance

Political donations

The Group made no political donations

under the Companies Act during the

year and proposes to maintain this

policy in respect of such donations.

Notwithstanding this policy, in

accordance with US law, one of IHG’s

US subsidiaries provides administrative

support to an employee-operated

Political Action Committee in the US

(US PAC), which is funded by voluntary

political donations from eligible

employees. The US PAC is not controlled

by IHG. All decisions regarding the

amounts and recipients of contributions

are directed by the Board of Directors

of the US PAC, in accordance with its

Charter and By-laws. In 2025, a total

of US $52,250 was expended on

political contributions by the US PAC.

Financial reporting controls


+	A summary of the Group’s internal control framework in relation to financial reporting is included on page 165 and further information is included on page 129. An overview of the Group’s risk management framework is included on pages 46 and 47.

Financial risk management


+	The Group’s financial risk management objectives and policies, including its use of financial instruments, are set out in note 23 to the Group Financial Statements on pages 220 to 224.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	263

Significant agreements and

change of control provisions

The Group is a party to the following

arrangements which could be

terminated upon a change of control of

the Company and which are considered

significant in terms of their potential

impact on the business of the Group

as a whole:

–The $1.5 billion syndicated loan facility

agreement dated 4 December 2025

and maturing in December 2030,

under which a change of control of the

Company would entitle each lender

to cancel its commitment and declare

all amounts due to it payable.

–The 10-year £350 million bond issued

by the Company on 24 August 2016,

under which, if the bond’s credit rating

was downgraded in connection with

a change of control, the bond holders

would have the option to require

the Company to redeem or, at the

Company’s option, repurchase the

outstanding notes together with

interest accrued.

–The 8.5-year €500 million bond issued

by the Company on 15 November 2018,

under which, if the bond’s credit rating

was downgraded in connection with

a change of control, the bond holders

would have the option to require

the Company to redeem or, at the

Company’s option, repurchase the

outstanding notes together with

interest accrued.

–The eight-year £400 million bond

issued by the Company on 8 October

2020, under which, if the bond’s credit

rating was downgraded in connection

with a change of control, the bond

holders would have the option to

require the Company to redeem or,

at the Company’s option, repurchase

the outstanding notes together with

interest accrued.

–The six-year €600 million bond issued

by IHG Finance LLC on 28 November

2023, under which, if the bond’s credit

rating was downgraded in connection

with a change of control, the bond

holders would have the option to

require IHG Finance LLC to redeem

or, at IHG Finance LLC’s option,

repurchase the outstanding notes

together with interest accrued.

–The seven-year €750 million bond

issued by IHG Finance LLC on 27

September 2024, under which, if the

bond’s credit rating was downgraded

in connection with a change of

control, the bond holders would have

the option to require IHG Finance LLC

to redeem or, at IHG Finance LLC’s

option, repurchase the outstanding

notes together with interest accrued.

–The five-year €850 million bond

issued by IHG Finance LLC on 10

September 2025, under which, if the

bond’s credit rating was downgraded

in connection with a change of

control, the bond holders would have

the option to require IHG Finance LLC

to redeem or, at IHG Finance LLC’s

option, repurchase the outstanding

notes together with interest accrued.


+	Further details on material contracts are set out on pages 277 to 278.

Disclosure of information to Auditor


+	For details, see page 165.

Greenhouse gas (GHG) emissions

and Streamlined Energy and

Carbon Reporting (SECR)


+	Disclosures in respect of GHGs and SECR requirements are included on pages 82 to 84.

Going concern

An overview of the business activities

of IHG, including a review of the key

business risks that the Group faces, is

given in the Strategic Report on pages

4 to 114 and in the Group information

on pages 264 to 271.

As at 31 December 2025, the Group had

total liquidity of $2,599m, comprising

$1,500m of undrawn bank facilities and

$1,099m of cash and cash equivalents

(net of overdrafts and restricted cash).

There remains a wide range of

possible planning scenarios over the

going concern period. The scenarios

considered and assessment made

by the Directors in adopting the going

concern basis for preparing these

financial statements are included

on page 183.

Based on the assessment completed, the

Directors have a reasonable expectation

that the Group has sufficient resources

to continue operating until at least

30 June 2027, and there are no material

uncertainties that may cast doubt on

the Group’s going concern status.

Accordingly, they continue to adopt

the going concern basis in preparing

the Financial Statements.


+	Please see the viability statement on pages 113 and 114.
	Please see the viability statement on pages 113 and 114.

By order of the Board,

Nicolette Henfrey

Company Secretary

InterContinental Hotels Group PLC

Registered in England and Wales,

Company number 05134420

16 February 2026

UK Listing Rules (UKLR) – compliance with UKLR 6.6.4R

The below table sets out only those sections of UKLR 6.6.1R which are relevant. The remaining sections of UKLR 6.6.1R

are not applicable.


Section	Applicable sub-paragraph within UKLR 6.6.1R	Location
11 and 12	Details of arrangements under which a shareholder has waived or agreed to waive dividends	Employee share ownership trust (ESOT), page 262



264	IHG	Annual Report and Form 20-F 2025



	Group information



	History and developments
	The Company was incorporated and registered in England and Wales with registered number 05134420 on 21 May 2004 as a limited company under the Companies Act 1985 with the name Hackremco (No. 2154) Limited. In 2004-05, as part of a scheme of arrangement to facilitate the return of capital to shareholders, the following structural changes were made to the Group: (i) on 24 March 2005, Hackremco (No. 2154) Limited changed its name to New InterContinental Hotels Group Limited; (ii) on 27 April 2005, New InterContinental Hotels Group Limited re-registered as a public limited company and changed its name to New InterContinental Hotels Group PLC; and (iii) on 27 June 2005, New InterContinental Hotels Group PLC changed its name to InterContinental Hotels Group PLC and became the holding company of the Group. The Group, formerly known as Bass, and then Six Continents, was historically a conglomerate operating as, among other things, a brewer, soft drinks manufacturer, hotelier, leisure operator, and restaurant, pub and bar owner. In 1988 Bass acquired Holiday Inn International and the remainder of the Holiday Inn brand in 1990. The InterContinental brand was acquired by Bass in 1998 and the Candlewood Suites brand was acquired by Six Continents in 2003. On 15 April 2003, following shareholder and regulatory approval, Six Continents PLC separated into two new listed groups, InterContinental Hotels Group PLC, comprising the hotels and soft drinks businesses, and Mitchells & Butlers plc, comprising the retail and standard commercial property developments business.		The Group disposed of its interests in the soft drinks business by way of an initial public offering of Britvic (Britannia Soft Drinks Limited for the period up to 18 November 2005, and thereafter, Britannia SD Holdings Limited (renamed Britvic plc on 21 November 2005), which became the holding company of the Britvic Group on 18 November 2005), a manufacturer and distributor of soft drinks in the UK, in December 2005. The Group now continues as a stand-alone hotels business. Recent acquisitions and divestitures The Group made no acquisitions or disposals in 2025, 2024 or 2023. Capital expenditure –Gross capital expenditurea in 2025 totalled $269 million compared with $350 million in 2024 (see page 254) and $242 million in 2023. In addition, a material investment was made to acquire the Ruby brand for upfront consideration of €110.5 million. Future payments to incentivise growth are payable in 2030 and/or 2035 totalling up to €181 million, contingent on the number of Ruby branded rooms operated by the seller at the end of the preceding year. –At 31 December 2025, capital committed (being contracts placed for expenditure on property, plant and equipment and intangible assets not provided for in the Group Financial Statements) totalled $3 million, see page 235. –In progress capital expenditure principally includes the development of software. Total additions of software for the year ended 31 December 2025 were $49 million.
	a.Definitions for Non-GAAP revenue and operating profit measures can be found on pages 107 to 112. Reconciliations of these measures to the most directly comparable line items within the Group Financial Statements can be found on pages 250 to 256.

Risk factors

The Group is subject to a broad range

of inherent risks that could adversely

impact its business operations, financial

condition, turnover, profits, brands

and reputation. The risks below are

not exhaustive, and additional

uncertainties, whether not yet known

or currently considered immaterial,

may emerge or become more

significant over time

Throughout 2025, the Group faced

ongoing risks from macro external

factors. Persistent but moderating

inflation in some markets, uneven

economic growth, shifts in government

policies and ongoing labour availability

pressures continued to affect trading

conditions. Geopolitical tensions,

including the conflicts in Ukraine and

Middle East, and the broader

implications for neighbouring countries,

added further uncertainty, contributing

to renewed trade frictions, potential tariff

changes, and wider political, economic

and financial volatility, including pressure

on global supply chains. Cybersecurity

threats continued to increase in

sophistication, while rapid advances in

artificial intelligence (AI) introduced new

risks relating to misinformation, third-

party exposure, operational integrity

and evolving regulatory expectations.

Following the outbreak of the war

in Ukraine, the Group ceased all

operations in Russia due to the ongoing

and increasing challenges of operating

there and consistent with evolving UK,

US and EU sanction regimes. The Group

continues to monitor the impact of

the war in relation to our two hotels

in Ukraine, one of which is operating.

The Group’s strategy requires the

balancing of short-term execution

with long-term goals, while remaining

resilient to uncertainties relating to, for

example, its ability to deliver innovation

at scale and speed; how it uses, stores,

secures and transfers data; owner

preferences for and ability to invest

in its brands; global and local supply

chain efficiency and resiliency; and

legal and regulatory complexity and

litigation trends.

Several other factors will continue to

remain important to the Group’s outlook,

including those relating to operational

resilience, such as the safety and security

of hotel operations; guest preferences

for branded hotel experiences and

loyalty in a fast-changing competitive

industry; and its ability to attract, retain and

develop talent and capability where key

aspects of the Group’s growth ambitions

and operations are dependent on access

to experience and knowledge.


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					Annual Report and Form 20-F 2025	IHG	265

The Group also faces emerging risks

where the impact and likelihood are

not yet fully understood. These include

risks arising from rapidly shifting macro-

economic and geopolitical conditions,

such as government policy changes that

influence travel patterns, trade flows and

business relationships, shifts in central

bank policy influencing development

and financing costs for owners,

together with developments in artificial

intelligence technologies, including

generative AI, and related regulation,

and the increasing physical effects of

climate change on the Group’s activities

over the medium- to long-term.

To enable focus on the material risk

factors facing the Group, the detail below

has been organised under headings

corresponding to the ordering of

the principal risks outlined earlier in

this document.

The principal risks are on pages 48 to 53,

the cautionary statements regarding

forward-looking statements are on

page 293 and financial and forward-

looking information in note 8 on

pages 202 to 206, and note 24 on

pages 225 to 226.



	1	Guest preferences for, or loyalty to, IHG-branded hotel experiences and channels

The Group is subject to a competitive

and changing industry

The Group operates in a highly

competitive hospitality market, facing

competition from multinational hotel

companies, local hotel operators, and

independent properties. The competitive

set also includes other types of businesses,

both global and specific to certain

markets, such as web-based booking

channels (including online travel agents

and other digital travel intermediaries), and

alternative sources of accommodation

providers. Increasing consumer use of AI-

driven travel search and discovery tools

may influence how guests compare

offerings and discover brands. Failure to

compete effectively in both traditional and

emerging areas could impact the Group’s

market share, system size, profitability

and relationships with owners and guests.

The entry of major technology platforms

incorporating generative AI or large

language models into travel planning and

booking may act as a new form of

intermediary, diverting bookings away

from our direct channels and increasing

distribution costs or reducing the

effectiveness of our loyalty proposition.

The hospitality industry has previously

experienced consolidation, and further

such activity may result in such

competitors having access to increased

resources, capabilities or capacity

and provide advantages from scale

of revenues, marketing funds and/or

cost structures.

The Group is reliant on the reputation

of its existing brands and is exposed

to inherent reputation risks

Any event that materially damages the

reputation of one or more of the Group’s

brands and/or fails to sustain the appeal

of the Group’s brands to its customers

and owners may adversely impact

brand value and subsequent revenues.

In particular, if the Group is unable to

create consistent, valued and quality

products and guest experiences across

the franchised, managed and owned &

leased hotels or if the Group, its

franchisees or business partners fail to

act responsibly, this could result in an

adverse impact on its brand reputation.

In addition, the value of the Group’s

brands could be influenced by a number

of external factors outside the Group’s

control, such as, but not limited to,

changes in sentiments against

global brands, changes in applicable

regulations related to the hotel

industry or to franchising, successful

commoditisation of hotel brands by

online travel agents and intermediaries,

or changes in owners’ perceptions of

the value of the Group.

The Group is exposed to inherent

uncertainties associated with brand

development and expansion

In recent years the Group has

significantly expanded its brand

portfolio, entered new partnerships

and broadened co-branded credit

card relationships to support the IHG

Rewards programme. The rollout,

integration and growth of these

brands (including associated loyalty

programmes) depend on market

conditions, guest preference, owner

investment and continued cooperation

with third parties. There are inherent

risks that the Group will recover costs

incurred in developing or acquiring the

brands, programmes or products, or

that these initiatives will not succeed

as we intend. The Group’s agenda

to deliver industry-leading net rooms

growth creates risks relating to system

transitions, new or changed operating

models, services and processes,

and may result in commercial

underperformance, leading to financial

loss and undermining stakeholder

confidence.

The Group is reliant on the ongoing

appeal of our Loyalty programme

The Group faces an increasingly

aggressive landscape as loyalty

programmes offered by other hospitality

companies, online travel platforms and

financial institutions become a key factor

to guests’ and owners’ preference for

the brand. To satisfy guest expectations,

it will be necessary to expand loyalty

reward personalisation, including

through greater use of AI technologies,

and provide a range of offerings

globally to support midscale to luxury

brands. Exclusive partnerships will

be increasingly important to deliver

experiences that attract and retain new

members. If we are unable to sustain

a competitive and appealing loyalty

programme, our ability to attract, engage

and retain loyalty members may be

compromised. This could negatively

impact our overall operating results

and financial condition, as well as the

performance of related initiatives.



	2	Owner preferences for, or ability to invest in, our brands

The Group is exposed to a variety

of risks related to identifying,

securing and retaining franchise

and management agreements

The Group’s growth strategy depends

on its success in identifying, securing

and retaining franchise and management

agreements. This is an inherent risk for the

hotel industry and the franchising business

and management model. Competition

with other hotel companies may generally

reduce the number of suitable franchise,

management and investment

opportunities offered to the Group

and increase the bargaining position

of property owners seeking to become

a franchisee or engage a manager. The

terms of new franchise or management

agreements may not be as favourable

as current arrangements; the Group

may not be able to renew existing

arrangements on similarly favourable

terms, or at all.

There can be no assurance that the

Group will be able to identify, retain

or add franchisees to the IHG System,

to secure management contracts or

open hotels in our development pipeline.

For example, the availability of suitable

sites, market saturation, local planning

and regulatory constraints, or the

availability and affordability of finance,

which has remained a challenge in 2025,

may restrict the supply of suitable

hotel development opportunities under



266	IHG	Annual Report and Form 20-F 2025



	Group information continued
	Risk factors continued

franchise or management agreements

and mean that not every hotel in our

development pipeline may develop into

a new hotel that enters our system. In

connection with entering into franchise

or management agreements, the Group

may be required to make investments in,

or guarantee the obligations of, third

parties or guarantee minimum income

to third parties. There are also risks that

significant franchisees or groups of

franchisees may have interests that

conflict, or are not aligned, with those

of the Group, including, for example, the

unwillingness of franchisees to support

individual or masterbrand or system

improvement initiatives. This could result

in franchisees prematurely terminating

contracts, which could lead to disputes,

litigation, damages and other expenses

and would adversely impact the overall

IHG System size and the Group’s

financial performance.

The Group is exposed to the risks

of hotel industry overcapacity

The future operating results of the

Group could be adversely affected

by industry overcapacity (by number

of rooms) and weak demand due,

for example, to customer confidence

in business and leisure travel, whether

related to pandemics, war or otherwise,

the cyclical nature of the hotel industry,

other differences between planning

assumptions and actual operating

conditions, cost-of-living pressures and

changes in stakeholder expectations

around environmental factors. These

conditions could result in reductions

in room rates and occupancy levels,

which would adversely impact the

financial performance of the Group.



	3	Talent and capability attraction or retention

The Group requires the right people,

skills and capability to manage growth

and change

In order to remain competitive, the

Group relies upon hiring and retaining

highly skilled employees with particular

expertise or leadership capability. The

Group’s strategic business plans could

be undermined by a failure to build and

sustain a resilient corporate culture,

failure to recruit or retain key personnel,

unexpected loss of key senior employees,

inadequate succession planning and

incentive plans or failure to invest in

the development of key skills.

The Group must compete against

other companies inside and outside

the hospitality industry for suitably

qualified or experienced employees,

up to and including Executive Directors.

Some of the markets in which the

Group operates may experience

economic growth and/or low levels

of unemployment, pay compression,

and there may be attractive roles and

competitive rewards available elsewhere

which limit the ability to attract and

retain talent.

Labour shortages could restrict our

ability, and the ability of franchisees,

to operate hotel properties or grow our

business, or could result in increased

costs that could adversely affect results

of operations. The Covid-19 pandemic

negatively affected the labour market

for employers. Staffing shortages in

some markets could hinder our ability

to grow and expand our business.

Some emerging markets may lack

the local expertise to operate a hotel,

particularly for luxury and lifestyle

brands, or attract the required talent.

If we or our franchisees are unable to

attract, retain, train, manage and engage

skilled individuals, the ability to staff and

operate the hotels that we manage, own

or franchise could be diminished. This

could reduce customer satisfaction and

adversely affect the reputation of our

brands. Labour costs may also increase,

threatening the ability to operate hotels

and our corporate support functions,

achieve business growth targets or

impact the profitability of our operations.

Additionally, unless the Group maintains

a sufficient infrastructure to enable

knowledge and skills to be passed on,

the Group risks losing accumulated

knowledge if key employees leave.

Collective bargaining activity could

disrupt operations, increase our

labour costs or interfere with the

ability of our management to focus

on executing our business strategies

A significant number of the Group’s

colleagues at its managed, owned &

leased hotels in the US, Canada, Mexico,

Grand Cayman and Netherlands Antilles

are covered by collective bargaining

agreements and similar agreements.

If relationships with those colleagues

or the unions that represent them

deteriorate, the properties we own, lease

or manage could experience labour

disruptions such as strikes, lockouts,

boycotts and public demonstrations. In

2024 bargaining agreements in several

major union markets expired and were

renegotiated. In 2026 there will be

labour activity in San Diego and some

smaller markets. New York City, whose

current contracts expire from July 2026,

is currently in negotiations, with the

potential for union-led activities up to

and including strikes.

Hotel sector union member participation

continues to increase in key markets

within the Americas region, which may

require IHG to enter into new labour

agreements as more employees

become unionised in the future. Labour

disputes, which are generally more likely

when collective bargaining agreements

are being renegotiated, could harm

our relationship with our colleagues,

result in increased regulatory inquiries

and enforcement by governmental

authorities and deter guests. Further,

adverse publicity related to a labour

dispute could harm our reputation

and reduce customer demand for

our services.

Labour regulation and the negotiation

of new or existing collective bargaining

agreements could lead to higher wage

and benefit costs, changes in work rules

that raise operating expenses, legal

costs and limitations on our ability or the

ability of our third-party property owners

to take cost-saving measures during

economic downturns. We do not have

the ability to control the negotiations

of collective bargaining agreements

covering unionised labour employed

by our third-party property owners and

franchisees. Increased unionisation

of our workforce, new labour legislation

or changes in regulations could disrupt

our operations, reduce our profitability

or interfere with the ability of our

management to focus on executing

our business strategies.



	4	Data and information usage, storage, security and transfer

The Group is exposed to cybersecurity

and data privacy risks

The Group is increasingly dependent

upon the collection, usage, retention,

availability, integrity and confidentiality

of information, including, but not

limited to: guest, employee and owner

credit card, financial and personal

data, business performance, financial

reporting and commercial development.

The information is sometimes held

in different formats, such as digital,

paper, voice recordings and video,

and could be stored in many places,

including cloud-based storage and

facilities managed by third-party service

providers, in our managed hotels,

and by our independently owned and

operated hotels, that are all subject to

the same or similar risks.


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					Annual Report and Form 20-F 2025	IHG	267

Cyber breaches are an increasing reality

for most companies and risks relating to

cybersecurity appear to be heightened in

light of geopolitical conflicts. The threats

towards the hospitality industry and the

Group’s information are dynamic and

include cyber-attacks (including AI-

enabled techniques), fraudulent use, loss

or misuse by employees and breaches

of vendors security arrangements.

For example, in 2022, parts of the Group’s

technology systems were subject to

unauthorised activity, causing disruption

to the Group’s booking channels and

other applications. A putative class action

suit was filed by a small group of hotel

owners related to the incident. This claim

was dismissed in its entirety in July 2024.

This cybersecurity breach follows

additional previous cybersecurity

incidents of a different nature in 2016.

The legal and regulatory environment

around data privacy and data transfer

laws, and requirements set out by the

payment card industry surrounding

information security across the many

jurisdictions in which the Group operates

are constantly evolving (such as the EU

GDPR, China cybersecurity law, cross-

border data transfer requirements,

and US State privacy laws).

If the Group fails to protect information

and ensure relevant controls are in place

to enable the acceptable use and release

of information through the appropriate

channels in a timely and accurate manner,

IHG System performance, guest

experience and the reputation of the

Group may be adversely affected.

This could lead to revenue losses,

fines, penalties, litigation and other

additional costs.

We are required to comply with marketing

and advertising laws relating to our direct

marketing practices, including email

marketing, online advertising and our use

of generative artificial intelligence, and

postal mailings. Further restrictions to the

content or interpretations of these laws

could adversely impact our current and

planned activities and the effectiveness

or viability of our marketing strategies to

maintain, extend and acquire relationships

with customers, and impact the amount

and timing of our sales of certain products.


+	For information of incidents and ongoing legal proceedings relating to data privacy and trade practices, see page 279.

The Group is exposed to

intellectual property risks

Given the importance of brand

recognition to the Group’s business,

the protection of its intellectual property

poses a risk due to the variability

and changes in controls, laws and

effectiveness of enforcement globally,

particularly in jurisdictions that may not

have developed levels of protection

for corporate assets, such as intellectual

property, trade secret, know-how and

customer information and records.

Any widespread infringement,

misappropriation or weakening of the

control environment could materially

harm the value of the Group’s brands

and its ability to develop the business

and compete currently or in the future.

Third-party claims that we infringe

their intellectual property could lead

to disputes, litigation, damages and

other expenses.



	5	Ethical and social expectations

The Group’s reputation and the value

of its brands are influenced by the

perception of various stakeholders

of the Group

The reputation of the Group and the

value of its brands are influenced by

a wide variety of factors, including

the perception of stakeholder groups,

such as guests, owners, suppliers

and communities in which the Group

operates. The social and environmental

impacts of its business are under

increasing scrutiny, and the Group is

exposed to the risk of damage to its

reputation if it fails to (or fails to influence

its business partners to) undertake

responsible practices and engage in

ethical behaviour or fails to comply

with relevant regulatory requirements.



	6	Legal, regulatory and contractual complexity or litigation exposures

The Group is required to comply

with existing and changing regulations

and act in accordance with societal

expectations across numerous

countries, territories and jurisdictions

Government regulations affect countless

aspects of the Group’s business,

including corporate governance, health

and safety, the environment, social

responsibility, bribery and corruption,

employment law and inclusion, franchise

laws and regulation, disability access,

competition/anti-trust and marketing

practices, data privacy and information

protection, financial, accounting and

tax. Regulatory changes may require

significant changes in the way the

business operates and may inhibit the

Group’s strategy, including the markets

the Group operates in, brand protection,

and use or transmittal of personal data

and use of artificial intelligence. If the

Group fails to comply with existing or

changing regulations, the Group may

be subject to fines, prosecution, loss of

license to operate or reputational damage.

Several jurisdictions have introduced or

expanded mandatory climate-related

disclosure requirements. These

requirements, of which vary among

jurisdictions, may indirectly affect

franchisees, increasing data-collection

and reporting obligations, compliance

costs and potential for inconsistent

disclosures across markets. In addition,

more generally there are differing

perspectives among stakeholders on

the scope and priorities of environmental,

social and governance matters.

Companies that operate franchise

systems may be subject to liabilities

and claims relating to the franchisor/

franchisee relationship, such as for

allegedly being a ‘joint employer’

with a franchisee. Changes in laws or

regulations relating to this relationship

could result in a determination that we

are a joint employer with our franchisees

or that our franchisees are part of one

unified system subject to joint and

several liability. Such a determination

could subject us to liability for

employment-related and other liabilities

of our franchisees and could cause

us to incur other costs that have a

material adverse effect on our results

of operations and profit.

The Group is exposed to the risk

of litigation

Certain companies in the Group are

the subject of various claims and

proceedings. The ultimate outcome

of these matters is subject to many

uncertainties, including future events

and uncertainties inherent in litigation.

In addition, the Group could be at

risk of litigation claims made by many

parties, including but not limited to:

guests, customers, joint venture

partners, suppliers, employees,

regulatory authorities, franchisees and/

or the owners of the hotels it manages.

Claims filed may include requests

for punitive damages as well as

compensatory damages. Unfavourable

outcomes of claims or proceedings

could have a material adverse impact

on the Group’s results of operations,

cash flow and/or financial position.

Exposure to significant litigation or

fines may also affect the reputation

of the Group and its brands. (See also

legal proceedings on page 279.)



268	IHG	Annual Report and Form 20-F 2025



	Group information continued
	Risk factors continued

Domestic and international

environmental laws and regulations

may cause us to incur substantial costs

or subject us to potential liabilities

The Group is exposed to certain

compliance costs and potential liabilities

under various foreign and US federal,

state and local environmental, health

and safety laws and regulations. These

laws and regulations govern actions

and reporting requirements relating to

matters including air emissions, the use,

storage and disposal of hazardous

and toxic substances, and wastewater

disposal. The Group’s failure to comply

with such laws, including any required

permits or licenses, could result in

substantial fines or possible revocation

of our authority to conduct some of

our operations.

We could also be liable under such laws

for the costs of investigation, removal

or remediation of hazardous or toxic

substances at our currently or formerly

franchised, managed, owned & leased

hotels or at third-party locations in

connection with our waste disposal

operations, regardless of whether or not

we knew of, or caused, the presence or

release of such substances. The Group

may also be required to remediate such

substances or remove, abate or manage

asbestos, mould, radon gas, lead or

other hazardous conditions at our

properties. The presence or release

of such toxic or hazardous substances

could result in third-party claims for

personal injury, property or natural

resource damages, business interruption

or other losses. Such claims and the need

to investigate, remediate or otherwise

address hazardous, toxic or unsafe

conditions could adversely affect the

Group’s operations, the value of any

affected property, or our ability to sell,

lease or assign our rights in any such

property or could otherwise harm our

business or reputation. Environmental,

health and safety requirements are

increasingly stringent, and our costs

may increase as a result.

The Group’s financial performance

may be affected by changes in tax laws

Many factors will affect the Group’s

future tax rate, the key ones being

legislative developments, future

profitability of underlying subsidiaries

and tax uncertainties. Tax liabilities

or refunds may also differ from those

anticipated, in particular as a result

of changes in tax law, changes in the

interpretation of tax law or clarification of

uncertainties in the application of tax law.

The Group continues to monitor external

tax proposals around the world. Further

information is included in note 8 to the

Group Financial Statements on

pages 202 to 206.



	7	Supply chain efficiency and resilience (including corporate and hotel products and services)

The Group is dependent upon a wide

range of external stakeholders and

business partners

The Group relies on the performance,

behaviours and reputation of a wide

range of business partners and external

stakeholders, including, but not limited

to, owners, contractors, lenders,

suppliers, outsourced providers,

vendors, joint-venture partners, online

travel agents, third-party intermediaries

and other business partners who may

have different ethical values, interests

and priorities. Further, the number and

complexity of interdependencies with

stakeholders is evolving. Breakdowns

in relationships, contractual disputes,

deterioration of the financial health of

our partners, poor vendor performance,

sub-standard control procedures,

business continuity arrangements,

insolvency, stakeholder behaviours or

adverse reputations, which may be

outside of the Group’s control, could

adversely impact on the Group’s

performance and competitiveness,

delivery of projects, guest experiences

or the reputation of the Group or

its brands.



	8	Operational resilience to incidents or disruption or control breakdown (including geopolitical, safety and security, cybersecurity, fraud and health-related)

The Group is exposed to a variety

of risks associated with safety,

security and crisis management

There is a constant need to protect

the safety and security of our guests,

employees and assets against natural

and man-made threats. These include,

but are not limited to, exceptional

events, such as extreme weather, civil or

political unrest, violence and terrorism,

serious and organised crime, fraud,

employee dishonesty, cyber crime,

pandemics or contagious diseases,

fire and day-to-day accidents, incidents

and petty crime, which impact the guest

or employee experience, could cause

loss of life, sickness or injury and result

in compensation claims, fines from

regulatory bodies, litigation and

impact reputation.

Serious incidents or a combination

of events could escalate into a crisis that,

if managed poorly, could further expose

the Group and its brands to significant

reputational damage.

The Group is reliant upon the

resilience of its reservation system

and other key technology platforms

and is exposed to risks that could

disrupt their operation and/or integrity

The value of the Group is partly derived

from the ability to drive reservations

through its reservation system and

technology platforms which are highly

integrated with other processes and

systems and linked to multiple sales

channels, including the Group’s own

websites, in-house and third-party

managed call centres, hotels, third-party

intermediaries and travel agents.

The scope and complexity of our

technology infrastructure, including

increasing reliance on third-party

suppliers to support and protect our

systems and information, as well as

rapidly evolving cyber threats, means

that we are inherently vulnerable to

physical damage, failures, disruptions,

denial of service, phishing or other

malware attacks, ransomware, cyber

terrorism and fraud, as well as human

error, negligence and wilful misuse.

These risks may be heightened when

these capabilities are provided offshore

or in cloud-based environments.

Our franchisees and suppliers are also

inherently vulnerable to the same risks.

Lack of resilience and operational

availability of these systems provided

by the Group or third-party technology

providers and inability or difficulty in

updating existing or implementing new

functionality could lead to prolonged

service disruption. This might result in

significant business interruption, impact

the guest booking experience, lead to

loss of or theft of data, and subsequently

adversely impact Group revenues,

incur financial costs to remediate or

investigate, lead to regulatory and/or

contractual enforcement actions

or lawsuits or damage the Group’s

reputation and relationships with

hotel owners.

The Group is exposed to political

and economic developments

The Group is exposed to political,

economic and financial market

developments, such as recession,


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	269

inflation and availability and/or cost

of credit (due to rising interest rates)

and currency fluctuations that could

lower revenues and reduce income.

The outlook for 2026 may worsen due to

continued unrest and continued conflict

in Ukraine and the Middle East, increased

geopolitical and trade tensions between

US and China and other geopolitical

tensions globally; potential disruptions

in the US economy; uncertain central

bank policies; the impact of fluctuating

commodity prices (including oil) on

economies dependent on such exports;

and barriers to global trade, including

unforeseeable changes in regulations,

imposition of tariffs or embargoes and

other trade restrictions or controls. The

interconnected nature of economies

suggests any of these events, or other

events, could trigger a recession that

reduces leisure and business travel

as demand for our services is closely

associated with the performance of

the general economy and is sensitive

to business and personal discretionary

spending levels. Decreased global

or regional demand for hospitality

products and services can be especially

pronounced during economic

downturns or low levels of economic

growth, and the hospitality industry may

fail to keep pace with overall economic

improvement. Such declines in demand

for our products and services could

adversely affect room rates and/or

occupancy levels and other income-

generating activities.

Specifically, the Group is most exposed

to the impact of political and economic

risk factors in relation to the US market,

and to Greater China. The owners or

potential owners of hotels franchised

or managed by the Group face similar

risks that could adversely impact

their solvency and the Group’s ability

to secure and retain franchise or

management agreements. Accordingly,

the Group is particularly susceptible to

adverse changes in these economies,

as well as changes in their currencies.

In addition to trading conditions,

the economic outlook also affects the

financial health of current and potential

owners and their ability to access capital,

which could impact existing operations,

timely payment of IHG fees and the

health of the pipeline.

The Group is exposed to continued

disruption and consequences from

the war in Ukraine

The Group continues to monitor the

impact of the war in relation to our

two hotels in Ukraine, both of which

are operating. The Group has ceased

all operations in Russia. Although

these operations were not material

to consolidated financial results, the

Group continues to face uncertainty

relating to the broader consequences of

this conflict on global macro-economic

conditions. These uncertainties include

the potential for governments to impose

additional sanctions or other economic

or military measures. Further expansion

or escalation of military confrontations

or related geopolitical tensions in the

wider region, including increased

restrictions on global trade, could also

result in, among other things, depressed

or restricted travel demand, declines

in consumer confidence and economic

growth, an increased likelihood of

cyber attacks or information technology

disruption, supply chain disruptions,

increases in inflation rates, changes

to foreign currency exchange rates,

constraints, volatility or disruption

in financial markets, the decreased

availability of raw materials, supplies,

freight and labour, and uncertainty

about economic and global stability.

The Group is also exposed to

disruption and consequences from

the conflict in the Middle East

The Group continues to face some

disruption relating to the broader

consequences of the Middle East

conflict on neighbouring countries

and on wider global macro-economic

uncertainty, including supply chain

disruption through the region. Further

expansion or escalation of military

confrontations or related geopolitical

tensions could also result in similar

factors to those listed above relating

to the war in Ukraine.

The Group may face difficulties

insuring its business

Historically, the Group has maintained

insurance at levels determined to be

appropriate in light of the cost of cover

and the risk profile of the business.

However, future market capacity and

wider external market forces may limit

the scope of coverage the Group can

obtain. Other forces beyond the Group’s

control, such as terrorist attacks or

natural disasters, may be uninsurable

or simply too expensive to insure.

Inadequate or insufficient insurance

carried by the Group, our owners

or other partners for damage, other

potential losses or liabilities to third

parties involving properties that we own,

manage or franchise could expose the

Group to large claims or could result in

the loss of capital invested in properties.

The Group is exposed to risks related

to executing and realising benefits

from strategic transactions, including

acquisitions and restructuring

The Group may seek to make strategic

transactions, including acquisitions,

divestments or investments in the future.

The Group may not be able to identify

opportunities or complete transactions on

commercially reasonable terms, or at all,

and may not realise the anticipated

benefits from such transactions. Strategic

transactions come with inherent valuation,

financial and commercial risks, and

regulatory and insider information risks

during the execution of the transactions.

The Group may also continue to make

organisational adjustments to support

delivery of our growth ambitions, including

the integration of acquisitions into the

Group’s operating processes and systems.

This creates inherent risks of complexity

and that any changes made could be

unsustainable or that we are unable to

achieve the return envisaged through

reinvestment. In addition, the Group

may face unforeseen costs and liabilities,

diversion of management attention,

as well as longer-term integration and

operational risks, which could result in a

failure to realise benefits, financial losses,

lower employee morale and loss of talent.

The Group is exposed to a variety

of risks associated with its financial

stability and ability to borrow

While the strategy of the Group is

to grow through activities that do not

involve significant amounts of its own

capital, the Group does require capital to

fund some development opportunities,

technological innovations and strategic

acquisitions; and to maintain and

improve owned & leased hotels. The

Group is reliant upon having financial

strength and access to capital markets

and other borrowing facilities to meet

these expected capital requirements.

The Group’s $1,500m revolving

credit facility (RCF) is only available

if customary terms in the facility are

complied with. Non-compliance with

customary terms could result in the

Group’s lenders demanding repayment

of the funds advanced and any

undrawn facilities could be unavailable.

In addition, if the RCF was drawn and

repayment was demanded, it would

trigger a repayment of the bond debt.

If the Group’s financial performance

does not meet market expectations,

it may not be able to refinance existing

bond and bank facilities on terms

considered favourable.



270	IHG	Annual Report and Form 20-F 2025



	Group information continued
	Risk factors continued

The Group currently has a senior

unsecured long-term credit rating of

BBB from S&P and a Baa2 rating from

Moody’s. In the event of the S&P

rating being downgraded below BBB-

(a downgrade of two levels), there would

be an additional step-up coupon of

1.25% payable on the bonds maturing

between 2026 and 2029. In the event of

the Moody’s rating being downgraded

below Baa3 (a downgrade of two levels),

there would be an additional step-up

coupon of 1.25% payable on the bonds

maturing in 2029. The bonds maturing

in 2030 and 2031 do not have a

step-up coupon.

The Group’s operations are dependent

on maintaining sufficient liquidity to

meet all foreseeable medium-term

requirements and provide headroom

against unforeseen obligations

Cash and cash equivalents are held

in short-term deposits, money market

funds and repurchase agreements with

short maturities. Most of the Group’s

funds are held in the UK or US, although

$4 million (2024: $2 million) is held in

countries where repatriation is restricted

as a result of foreign exchange

regulations. Medium and long-term

borrowing requirements are met

through the bonds and RCF. Short-term

borrowing requirements may be met

from drawings under uncommitted

overdrafts and RCF.

The Group is exposed to an impairment

of the carrying value of our brands,

goodwill or other tangible and

intangible assets negatively affecting

our consolidated operating results

Significant amounts of goodwill,

intangible assets, right-of-use assets,

property, plant and equipment,

investments and contract assets are

recognised on the Group balance sheet.

We review the value of our goodwill

and indefinite-lived intangible assets

for impairment annually (or whenever

events or circumstances indicate

impairment may have occurred).

Changes to estimated values can result

from political, economic and financial

market developments or other shifts

in the business climate, the competitive

environment, the perceived reputation

of our brands (by guests or owners),

or changes in interest rates, operating

cash flows, market capitalisation,

credit risk of owners or developments

in the legal or regulatory environment.

Because of the significance of our

goodwill and other non-current assets,

we have incurred and may incur future

impairment charges on these assets

which could have a material adverse

effect on our financial results. Due to

significant challenges and uncertainty

in the data associated with both risks

and opportunities, the Group is not

yet able to fully quantify the potential

financial impacts of climate change.

The Group continues to refine its

workplan to enable quantification in the

future and is focused on ensuring the

identified risks and opportunities are

integrated into our business strategy.

The Group is exposed to fluctuations in

exchange rates, currency devaluations

or restructurings and to interest rate

risk in relation to its borrowings

The US dollar is the predominant

currency of the Group’s revenue and

cash flows. Movements in foreign

exchange rates can affect the Group’s

reported profit, net liabilities and interest

cover. The most significant exposures

of the Group are in currencies that are

freely convertible. The Group’s reported

debt has an exposure to borrowings

held in pounds sterling (including €500

million euro bonds which have been

swapped into sterling using currency

swaps). Conducting business in

currencies other than US dollars exposes

us to fluctuations in exchange rates,

currency devaluations, or restructurings.

This could potentially lower our reported

revenues, increase our costs, reduce

our profits or disrupt our operations.

Exposure to these factors is linked to

the pace of our growth in territories

outside the US and, if the proportion of

our revenues grows, this may increase

the potential sensitivity to currency

movements having an adverse impact

on our results. The Group is also

exposed to interest rate risk in relation

to its fixed and floating rate borrowings

and interest rates may be higher on

new or replacement borrowings

compared to existing interest rates.

All of the current bond debt ($4,198m)

is at fixed rates. The Group may use

interest rate swaps to manage the

interest rate exposure.

The Group could be affected by

credit risk on treasury transactions

and loans to owners

The Group uses long-term credit ratings

from S&P, Moody’s and Fitch Ratings as

a basis for setting its counterparty limits.

In order to manage the Group’s credit

risk exposure, the treasury function sets

counterparty exposure limits using

metrics including credit ratings, the

relative placing of credit default swap

pricings, tier 1 capital and share price

volatility of the relevant counterparty.

The Group trades only with recognised,

creditworthy third parties. It is the

Group’s policy that all customers

who wish to trade on credit terms are

subject to credit verification procedures.

In respect of credit risk arising from

financial assets, including loans to

owners, the Group’s exposure to

credit risk arises from default of the

counterparty, with a maximum exposure

equal to the carrying amount of these

instruments. Further information is

included in note 15 to the Group

Financial Statements.



	9	Our ability to deliver technological or digital performance or innovation (at scale, speed, etc.)

The Group is exposed to inherent risks

in relation to changing technology

and systems

As the use of the internet, artificial

intelligence, mobile and data technology

grows, and new and disruptive

technology solutions are developed,

customer needs and expectations

evolve at pace. The Group may find

that its evolving technology capability

is not sufficient and may have to make

substantial additional investments in

new technologies or systems to remain

competitive. Failure to keep pace with

developments in technologies or

systems, and also with regulatory, risk

and ethical considerations of how these

developments are used, for example in

relation to cross-border transfers of data,

may put the Group at a competitive

disadvantage. Generative artificial

intelligence is an emerging technology

that the Group expects will create

uncertainty for the travel and hospitality

sector and society in general. The

primary impacts are considered to be

in relation to how guests will find and

interact with hotels, including disruption

to digital acquisition and distribution

economics if AI-enabled platforms

materially change how travellers

discover, compare, and transact

bookings. AI may also impact how

colleagues will work and talent and

capability attraction or retention

(among other potential scenarios).

In addition, the technologies or systems

that the Group chooses to deploy may

not be commercially successful or the

technology or system strategy may not

be sufficiently aligned with the needs

of the business. Any such failure could


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	271

adversely affect guest experiences,

and the Group may lose customers,

fail to attract new customers, impact

our appeal to owners, incur substantial

costs or face other losses. This could

further impact the Group’s reputation

in regards to innovation.

(See also ‘4. Data and information usage,

storage, security and transfer’.)

The Group’s integration of AI

technologies into our processes

and systems may introduce various

operational, compliance ethical and

reputational risks

If the Group fails to keep pace with

the capabilities provided by emerging

AI technologies, it could weaken the

Group’s competitive position and

negatively impact its financial results.

The use of AI, particularly generative AI,

heighten exposures to misinformation

risks, inaccuracies, bias and potential

cybersecurity incidents involving

personal data, any of which could lead

to new liabilities, or harm our operations,

owner confidence or the Group’s

reputation.

Increasing reliance on AI-enabled tools

provided by third parties introduces

dependency and resilience risks,

including the potential for service

disruption and inconsistent data

practices. The rapidly developing global

regulatory landscape may introduce

new requirements for transparency,

responsible use, safeguards for personal

data and controls over AI-driven

processes, increasing compliance costs,

obligations and complexity across

jurisdictions. Challenges in deploying

and managing AI securely and

responsibly could result in unintended

outcomes, ethical or legal concerns,

and increased cost to maintain trust

with guests, owners and regulators.

The Group is exposed to competition

from online travel agents and

intermediaries

A proportion of the Group’s bookings

originate from large multinational,

regional and local online travel agents

and intermediaries with which the Group

has contractual arrangements and

to which it pays commissions. These

dynamics could be accelerated by AI-

enabled travel intermediaries that

influence consumer choice or route

bookings through third-party channels.

These platforms offer a wide range of

products, often across multiple brands,

have growing booking and review

capabilities, and may create the

perception that they offer the lowest

prices. Some of these online travel

agents and intermediaries have strong

marketing budgets and aim to create

brand awareness and brand loyalty

among consumers, which may impact

the Group’s profitability, undermine the

Group’s own booking channels and

value to its hotel owners.



	10	The impact of climate-related physical and transition risks

The Group is exposed to the risk of

events or stakeholder expectations

that adversely impact domestic

or international travel, including

climate change

The room rates and occupancy levels of

the Group could be adversely impacted

by events that reduce domestic or

international travel, such as actual or

threatened acts of terrorism or war,

political or civil unrest, epidemics and

pandemics or threats thereof, travel-

related accidents or industrial action,

natural or man-made disasters, or

other local factors impacting specific

countries, cities or individual hotels,

as well as increased transportation

and fuel costs.

Additionally, the Group may be

impacted by increasing stakeholder

and societal expectations and attitudes

in relation to factors contributing to

climate change, including overtravel

and overtourism, and those linked

directly to hotels including waste, water,

energy, or impact on local communities.

A decrease in the demand for business

and/or leisure hotel rooms as a result

of such events or attitudinal and

demand shifts may have an adverse

impact on the Group’s operations or

growth prospects and financial results.

In addition, inadequate planning,

preparation, response or recovery in

relation to a major incident or crisis may

cause loss of life, prevent operational

continuity, or result in financial loss,

and consequently impact the value

of our brands and/or the reputation

of the Group.

The Group is exposed to climate

change and sustainability risks

The Group is subject to both physical

risks, such as extreme weather events

and rising sea levels, and transition

risks related to changing consumer

preferences and evolving regulations

on greenhouse gas emissions and

sustainability. Furthermore, shifts in

consumer travel preferences due to

sustainability concerns, along with

increased energy costs and insurance

premiums for our hotels, could

negatively impact our operations.

Collectively, these factors may lead

to higher operating costs, reduced

demand, and operational disruptions,

adversely affecting our profitability

and growth.

The Group is exposed to risks relating

to our commitments in relation to

Climate Change

In line with our commitment to reduce

our energy use and carbon emissions

in line with climate science, the Group

has implemented a 2030 science-based

target to reduce absolute Scope 1, 2,

and 3 greenhouse gas emissions from

fuel and energy-related activities and

franchises by 46% by 2030 from a

2019 base year. This ambition requires

significant transformation across IHG,

hotel owners and supply chain partners,

including investment in physical assets

and operational procedures. It is also

dependent on government financial

incentives, the decarbonisation

of electricity grids and hotel owners

having access to scalable, cost-effective

renewable energy, as well as new

operational behaviours and mindset

shifts, including from guests, to adapt

to low-energy products and services.

Despite its ongoing efforts, the Group

is not on track to meet its 2030 target.

The Group remains dedicated to the

actions it is taking to assist hotel owners

in reducing carbon emissions and while

its programmes will require time to scale,

the actions being taken today will

improve operational efficiency of IHG

hotels and prepare for accelerated

decarbonisation once market factors

are more favourable.



272	IHG	Annual Report and Form 20-F 2025



	Group information continued

Cybersecurity

Cybersecurity governance

IHG’s Board of Directors is ultimately

accountable for establishing a

framework of prudent and effective

controls, which enable risk to be

assessed and managed. Management,

including the Chief Information Security

Officer (CISO) and our cybersecurity

team, regularly update the Board on the

Company’s cybersecurity programmes,

material risks and mitigation strategies

and provide status and risk reports

at least annually. The Audit Committee

reviews the appropriateness of IHG’s

risk management and internal control

framework to address risks and

has allocated particular attention

to cybersecurity and governance in

the context of previous criminal,

unauthorised access to the Group’s

technology systems.

Management is responsible for

identifying, considering and assessing

material cybersecurity risks on an

ongoing basis, establishing processes

to ensure that such potential exposures

are monitored, putting in place

appropriate mitigation measures and

maintaining cybersecurity programmes.

This is guided by periodic external third-

party assessment of IHG’s cyber risks

and the maturity of the cybersecurity

programme. The cyber incident

response framework uses defined

playbooks, coordinating with external

incident response groups and aligning

with wider IHG crisis management and

escalation protocols, including triggers

for reporting to senior management,

Board of Directors and external parties

where required.

IHG’s CISO has overall responsibility

for the Information Security strategy

and the development and management

of the associated programme. The CISO

was hired by IHG in 2018 from Invesco,

a global investment management

company, where he built and ran the

cybersecurity programme as CISO

for more than 10 years. The CISO is

supported by a dedicated, certified

and experienced in-house team,

complemented by outsourced groups

for performing either highly repetitive or

operational tasks or for very specialised

skillsets such as penetration testing or

cyber forensics.

The CISO receives reports from the

team to enable the monitoring of the

prevention, detection, mitigation, and

remediation of cybersecurity incidents.

IHG employs several independent

or third-party mechanisms to provide

a level of assurance that the different

information security capabilities are

operating effectively and assessment

of risk is also informed by observations

arising from a variety of independent

auditing either from IHG’s Internal

Audit function or as part of regulatory

compliance work performed including

Sarbanes-Oxley, SWIFT, SOC-1 and

MLPS (China). As noted above, periodic

external assessments are also conducted

of the maturity of the cybersecurity

programme, which are also reported

to the Board of Directors.

Cybersecurity risk management

Cybersecurity is an integral part of IHG’s

overall risk management and internal

control framework. Our information

security risk management programme

follows the National Institute of

Standards and Technology Cyber

Security Framework and supports

the identification of the systems, data,

and other information assets that

are considered most sensitive from

a confidentiality perspective, or most

critical from an availability perspective.

These include guest data, credit card

data, pre-public financial information,

and revenue generating applications.

Standards, policies and procedures are

in place to manage how personal data

can be used and protected across IHG,

including a requirement for participation

by all employees in annual e-learning

training on handling information

responsibly.

The Information Security programme

incorporates:

–Engagement with leaders from other

IHG business functions, including

to identify and assess cybersecurity

threats, and to act as point of contact

for escalation of issues and incidents.

–User awareness and colleague

engagement, including

communications to corporate and

hotel teams on changing threats

and phishing simulation exercises

to raise risk awareness.

–Maintenance of information risk

management processes including

a risk register and standard

contract language.

–Risk assessment of third parties based

on access to IHG systems, data,

and operational reliance using a

combination of manual procedures,

for example, completion of security

questionnaires, and independent

cyber risk scoring. Critical rated

third parties are reviewed annually.

–Security compliance to coordinate

required tracking of compliance for

applicable regulations and standards,

including remediation of any

regulatory and audit findings.

–Security engineering and architecture

to define, implement and maintain

standards for the secure use of core

technology platforms and solutions,

including new technology solutions

and potential business partners

and acquisitions.

–Assessment of the security of

individual business applications and

platforms, including good security

hygiene within coding.

–Vulnerability management for all

technical components of infrastructure

and core application platforms.

–Identity and access management

for global platforms and solutions,

including privileged access

management, and loyalty account

members.

–Cyber threat intelligence relationships

with worldwide law enforcement and

intelligence sharing organisations,

profiling likely threat actors and

methods, and providing insight

on threat levels.

–Security operations monitoring,

triaging alerts to facilitate response

and action within agreed service

level agreements.

–Cyber incident response using agreed

and practised playbooks for security

events, coordinating with external

incident response groups and wider

IHG crisis protocols, and deploying

tabletop exercises to simulate

scenarios and identify potential

gaps in response.

–Centre of Excellence project

management, continuous process

improvement, tracking of key

performance metrics, change

management, and communications

to internal, executive and external

stakeholder groups.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	273

In 2025 we did not identify any

cybersecurity threats that have

materially affected or are reasonably

likely to materially affect our business

strategy, results of operations, or

financial condition. However, despite

our efforts, we cannot eliminate

all risks from cybersecurity threats,

or provide assurances that we have

not experienced an undetected

cybersecurity incident.

As we explained in our 6 and 29

September 2022 Stock Exchange

Announcements, parts of our

technology systems were subject to

unauthorised activity, causing disruption

to our booking channels and other

applications. In line with our crisis

management framework, teams across

IHG came together to evaluate and

address the incident, supported by

external specialists. No evidence of

unauthorised access to systems storing

guest data was identified. The Board

was engaged throughout the

incident response.


+	For more information about our risks, please refer to pages 48 to 53 and pages 266 to 274.

Directors’ and Executive Committee members’ shareholdings

As at 12 February 2026: (i) Executive Directors had a number of beneficial interests in shares (including Directors’ share awards

under IHG’s share plans) set out in the table below; (ii) Non-Executive Directors had the number of beneficial interests in shares

set out in the table on page 156; and (iii) Executive Committee members had the number of beneficial interests in shares

(including members’ share awards under IHG’s share plans) set out in the table below. These shareholdings indicate all Directors’

or Executive Committee members’ beneficial interests and those held by their spouses and other connected persons.

As at 12 February 2026, no Director or Executive Committee member held more than 1.0% of the total issued share capital.

None of the Directors have a beneficial interest in the shares of any subsidiary.


	Number of shares held outright			APP deferred share awards			LTIP/DAP share awards (unvested)			Total number of shares held
Executive Committee member	12 Feb 2026	31 Dec 2025	31 Dec 2024	12 Feb 2026	31 Dec 2025	31 Dec 2024	12 Feb 2026	31 Dec 2025	31 Dec 2024	12 Feb 2026	31 Dec 2025	31 Dec 2024
Elie Maalouf	143,471.5	143,471.5	109,462	24,533	24,533	32,921	266,671	266,671	208,149	434,675.5	434,675.5	350,532
Michael Glover	25,505	25,505	15,675	8,825	8,825	8,064	103,591	103,591	78,497	137,921	137,921	102,236
Jolyon Bulley	52,164	52,164	52,164	22,130	22,130	22,045	71,254	71,254	74,938	145,548	145,548	149,147
Yasmin Diamond	5,683	5,683	5,683	10,167	10,167	14,568	35,225	35,225	36,299	51,075	51,075	56,550
Nicolette Henfrey	15,361	15,361	15,361	12,006	12,006	16,623	40,960	40,960	42,700	68,327	68,327	74,684
Tejas Katre	6,020	6,020	N/A	2,382	2,382	N/A	12,045	12,045	N/A	20,447	20,447	N/A
Kenneth Macpherson	24,060	24,060	24,060	13,691	13,691	20,093	46,459	46,459	50,072	84,210	84,210	94,225
Heather Balsley	2,449	2,449	1,555	4,787	4,787	4,666	39,031	39,031	38,437	46,267	46,267	44,658
Jolie Fleming	–	–	–	3,924	3,924	3,288	28,406	28,406	23,701	32,330	32,330	26,989
Daniel Aylmer	4,610	4,610	8	3,668	3,668	6,483	22,019	22,019	17,870	30,297	30,297	24,361

Executive Directors’ benefits

upon termination of office

All current Executive Directors have

a rolling service contract with a notice

period from the Group of 12 months.

As an alternative, the Group may, at

its discretion, pay in lieu of that notice.

Neither notice nor a payment in lieu

of notice will be given in the event of

gross misconduct.

Payment in lieu of notice could

potentially include up to 12 months’

salary and the cash equivalent of

12 months’ pension contributions and

other contractual benefits. Where

possible, the Group will seek to

ensure that, where a leaver mitigates

their losses by, for example, finding

new employment, there will be

a corresponding reduction in

compensation payable for loss

of office.


+	Visit ihgplc.com/investors under Corporate governance in the Directors’ Remuneration Policy section for further details about the determination of termination payments in the Directors’ Remuneration Policy.



274	IHG	Annual Report and Form 20-F 2025



	Group information continued

Description of securities other than equity securities

Fees and charges payable to a depositary


Category (as defined by SEC)	Depositary actions	Associated fee
Depositing or substituting the underlying shares	Each person to whom ADRs are issued against deposits of shares, including deposits and issuances in respect of: –share distributions, stock splits, rights, mergers; and –exchange of securities or any other transactions or event or other distribution affecting the ADSs or the deposited securities.	$5 for each 100 ADSs (or portion thereof)
Receiving or distributing dividends	Distribution of stock dividends	$5 for each 100 ADSs (or portion thereof)
Receiving or distributing dividends	Distribution of cash	$0.05 or less per ADS (or portion thereof)
Selling or exercising rights	Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs, which would have been charged as a result of the deposit of such securities	$5 for each 100 ADSs (or portion thereof)
Withdrawing an underlying security	Acceptance of ADRs surrendered for withdrawal of deposited securities	$5 for each 100 ADSs (or portion thereof)
Transferring, splitting or grouping receipts	Transfers, combining or grouping of depositary receipts	$1.50 per ADS
General depositary services, particularly those charged on an annual basis	Other services performed by the depositary in administering the ADRs	$0.05 per ADS (or portion thereof) not more than once each calendar year and payable at the sole discretion of the ADR Depositary by billing ADR holders or by deducting such charge from one or more cash dividends or other cash distributions
Expenses of the depositary	Expenses incurred on behalf of ADR holders in connection with: –compliance with foreign exchange control regulations or any law or regulation relating to foreign investment; –the ADR Depositary’s or its custodian’s compliance with applicable laws, rules or regulations; –stock transfer or other taxes and other governmental charges; –cable, telex, facsimile transmission or delivery; –transfer or registration fees in connection with the deposit and withdrawal of deposited securities; –expenses of the ADR Depositary in connection with the conversion of foreign currency into US dollars (which are paid out of such foreign currency); and –any other charge payable by the ADR Depositary or its agents.	Expenses payable at the sole discretion of the ADR Depositary by billing ADR holders or by deducting charges from one or more cash dividends or other cash distributions are $20 per transaction

Fees and charges payable by a depositary

J.P. Morgan Chase Bank N.A. (the ADR Depositary) is the depositary for IHG’s ADR programme. The ADR Depositary’s principal

executive office is at: J.P. Morgan Depositary Receipts, 270 Park Avenue, Floor 8, New York, NY 10017. The ADR Depositary

has agreed to reimburse certain reasonable Company expenses related to the Company’s ADR programme and incurred by

the Company in connection with the ADR programme. The Company received $547,453.27 from the ADR Depositary during

the year ended 31 December 2025 in respect of legal, accounting and other fees incurred in connection with the preparation

of the Annual Report and Form 20-F, ongoing SEC compliance and listing requirements and investor relations programmes.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	275

Articles of Association

The Company’s Articles of Association

(the Articles) were first adopted with

effect from 27 June 2005, were most

recently amended at the AGM held

on 3 May 2024 and are available on

the Company’s website at ihgplc.com/

investors under Corporate governance.

The following summarises material rights

of holders of the Company’s ordinary

shares under the material provisions

of the Articles and English law. This

summary is qualified in its entirety by

reference to the Companies Act

and the Articles.

The Company’s shares may be held

in certificated or uncertificated form.

No holder of the Company’s shares

will be required to make additional

contributions of capital in respect of

the Company’s shares in the future.

In the following description, a

‘shareholder’ is the person registered

in the Company’s register of members

as the holder of the relevant share.

Principal objects

The Company is incorporated under

the name InterContinental Hotels

Group PLC and is registered in England

and Wales with registered number

05134420. The Articles do not restrict

its objects or purposes.

Directors

Under the Articles, a Director may have

an interest in certain matters (‘Permitted

Interest’) without the prior approval of

the Board, provided they have declared

the nature and extent of such Permitted

Interest at a meeting of the Directors

or in the manner set out in Section 184

or Section 185 of the Companies Act.

Any matter in which a Director has a

material interest, and which does not

comprise a Permitted Interest, must be

authorised by the Board in accordance

with the procedure and requirements

contained in the Articles. In particular,

this includes the requirement that a

Director may not vote on a resolution

to authorise a matter in which they are

interested, nor may they count in the

quorum of the meeting at which such

business is transacted.

Further, a Director may not vote in

respect of any proposal in which they,

or any person connected with them,

has any material interest other than by

virtue of their interests in securities of,

or otherwise in or through, the

Company, nor may they count in the

quorum of the meeting at which such

business is transacted. This is subject to

certain exceptions, including in relation

to proposals: (a) indemnifying them in

respect of obligations incurred on behalf

of the Company; (b) indemnifying a

third party in respect of obligations of

the Company for which the Director

has assumed responsibility under an

indemnity or guarantee; (c) relating

to an offer of securities in which they

will be interested as an underwriter;

(d) concerning another body corporate

in which the Director is beneficially

interested in less than one per cent of

the issued shares of any class of shares

of such a body corporate; (e) relating

to an employee benefit in which the

Director will share equally with other

employees; and (f) relating to liability

insurance that the Company is

empowered to purchase for the benefit

of Directors of the Company in respect

of actions undertaken as Directors

(or officers) of the Company.

The Directors have authority under the

Articles to set their own remuneration

(provided certain criteria are met). While

an agreement to award remuneration

to a Director is an arrangement with the

Company that comprises a Permitted

Interest (and therefore does not require

authorisation by the Board in that

respect), it is nevertheless a matter that

would be expected to give rise to a

conflict of interest between the Director

concerned and the Company, and

such conflict must be authorised by a

resolution of the Board. The Director

that is interested in such a matter

may neither vote on the resolution to

authorise such conflict, nor count in the

quorum of the meeting at which it was

passed. Furthermore, as noted above,

the interested Director is not permitted

to vote in respect of any proposal in

which they have any material interest

(except in respect of the limited

exceptions outlined above) nor may

they count in the quorum of the meeting

at which such business is transacted.

As such, a Director has no power, in

the absence of an independent quorum,

to vote on compensation to themselves,

but may vote on a resolution (and may

count in the quorum of the meeting

at which it was passed) to award

compensation to Directors provided

those arrangements do not confer

a benefit solely on them.

The Directors are empowered to

exercise all the powers of the Company

to borrow money, subject to any

limitation in the Articles (currently

$5 billion), unless sanctioned by an

ordinary resolution of the Company.

Under the Articles, there are no age

limit requirements relating to a person’s

qualification to hold office as a Director

of the Company.

Directors are not required to hold any

shares of the Company by way of

qualification.

The Articles require annual retirement

and re-election of all Directors at

the AGM.

Rights attaching to shares

Dividend rights and rights to share

in the Company’s profits

Under English law, dividends are payable

on the Company’s ordinary shares only

out of profits available for distribution,

as determined in accordance with

accounting principles generally accepted

in the UK and by the Companies Act.

No dividend will bear interest as against

the Company.

Holders of the Company’s ordinary

shares are entitled to receive such

dividends as may be declared by

the shareholders in general meeting,

rateably according to the amounts paid

up on such shares, provided that the

dividend cannot exceed the amount

recommended by the Directors.

The Company’s Board of Directors may

declare and pay to shareholders such

interim dividends as appear to them to

be justified by the Company’s financial

position. If authorised by an ordinary

resolution of the shareholders, the Board

of Directors may also direct payment

of a dividend in whole or in part by the

distribution of specific assets (and in

particular of paid-up shares or

debentures of any other company).



276	IHG	Annual Report and Form 20-F 2025



	Group information continued
	Articles of Association continued

Any dividend unclaimed by a member

(or by a person entitled by virtue of

transmission on death or bankruptcy

or otherwise by operation of law) after

six years from the date the dividend was

declared, or became due for payment,

will be forfeited and will revert to the

Company.

Voting rights

The holders of ordinary shares are

entitled, in respect of their holdings of

such shares, to receive notice of general

meetings and to attend, speak and vote

at such meetings in accordance with

the Articles.

Voting at any general meeting of

shareholders is by a show of hands

unless a poll, which is a written vote,

is duly demanded. On a show of hands,

every shareholder who is present in

person or by proxy at a general meeting

has one vote regardless of the number

of shares held. Resolutions put to the

members at electronic general meetings

shall be voted on by a poll, which poll

votes may be cast by such electronic

means as the Board in its sole discretion

deems appropriate for the purposes

of the meeting.

On a poll, every shareholder who

is present in person or by proxy has

one vote for every share held by that

shareholder. A poll may be demanded

by any of the following:

the Chair of the meeting;

–at least five shareholders present

in person or by proxy and entitled

to vote at the meeting;

–any shareholder or shareholders

present in person or by proxy

representing in the aggregate not

less than one-tenth of the total voting

rights of all shareholders entitled

to vote at the meeting; or

–any shareholder or shareholders

present in person or by proxy holding

shares conferring a right to vote at

the meeting and on which there have

been paid up sums in the aggregate

at least equal to one-tenth of the

total sum paid up on all the shares

conferring that right.

A proxy form will be treated as giving

the proxy the authority to demand a poll,

or to join others in demanding one.

The necessary quorum for a general

meeting is two persons carrying a

right to vote upon the business to be

transacted, whether present in person

or by proxy.

Matters are transacted at general

meetings of the Company by the

proposing and passing of resolutions,

of which there are two kinds:

–an ordinary resolution, which

includes resolutions for the election

of Directors, the approval of

financial statements, the cumulative

annual payment of dividends, the

appointment of the Auditor, the

increase of share capital or the grant

of authority to allot shares; and

–a special resolution, which includes

resolutions amending the Articles,

disapplying statutory pre-emption

rights, modifying the rights of

any class of the Company’s shares

at a meeting of the holders of such

class or relating to certain matters

concerning the Company’s winding

up or changing the Company’s name.

An ordinary resolution requires the

affirmative vote of a majority of the votes

of those persons present and entitled

to vote at a meeting at which there

is a quorum.

Special resolutions require the

affirmative vote of not less than three-

quarters of the persons present and

entitled to vote at a meeting at which

there is a quorum.

AGMs must be convened upon advance

written notice of 21 days. Other meetings

must be convened upon advance

written notice of 14 days. The days of

delivery or receipt of the notice are not

included. The notice must specify the

nature of the business to be transacted.

The Board of Directors may, if they

choose, make arrangements for

shareholders, who are unable to attend

the place of the meeting, to participate

at other places or to allow for shareholders

to attend and participate in shareholder

meetings by electronic means.

Variation of rights

If, at any time, the Company’s share

capital is divided into different classes

of shares, the rights attached to any

class may be varied, subject to the

provisions of the Companies Act, with

the consent in writing of holders of

three-quarters in nominal value of the

issued shares of that class or upon the

adoption of a special resolution passed

at a separate meeting of the holders of

the shares of that class. At every such

separate meeting, all of the provisions

of the Articles relating to proceedings

at a general meeting apply, except that

the quorum is to be the number of

persons (which must be two or more)

who hold or represent by proxy not less

than one-third in nominal value of the

issued shares of that class.

Rights in a winding-up

Except as the Company’s shareholders

have agreed or may otherwise agree,

upon the Company’s winding up,

the balance of assets available for

distribution is to be distributed among

the holders of ordinary shares according

to the amounts paid up on the shares

held by them:

–after the payment of all creditors

including certain preferential creditors,

whether statutorily preferred creditors

or normal creditors; and

–subject to any special rights attaching

to any class of shares.

This distribution is generally to be made

in cash. A liquidator may, however,

upon the adoption of a special resolution

of the shareholders, divide among the

shareholders the whole or any part of

the Company’s assets in kind.

Limitations on voting

and shareholding

There are no limitations imposed by

English law or the Articles on the right

of non-residents or foreign persons to

hold or vote the Company’s ordinary

shares or ADSs, other than the

limitations that would generally apply

to all of the Company’s shareholders.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	277

Working Time

Regulations 1998

In the UK, many employees of

Group companies are covered by

the Working Time Regulations, which

came into force on 1 October 1998.

These regulations implemented the

EU Working Time Directive and parts

of the Young Workers Directive, and

lay down rights and protections for

employees in areas such as maximum

working hours, minimum rest time,

minimum days off and paid leave.

The Working Time Regulations continue

to apply in the UK following the UK’s

exit from the EU as retained EU law

under the European Union (Withdrawal)

Act 2018, as amended.

In the UK, there is in place a national

minimum wage under the National

Minimum Wage Act 1998, as amended.

At 31 December 2025, the minimum

wage for individuals aged 18 to 20 was

£10 per hour and for those aged 21

or over was £12.21 per hour in each case,

excluding apprentices aged under

18 years or, otherwise, in the first year

of their apprenticeships.

This particularly impacts businesses

in the hospitality and retailing sectors.

Compliance with the National Minimum

Wage Act is being monitored by the

Low Pay Commission, an independent

statutory body established by the UK

Government.

None of the Group’s UK employees

are covered by collective bargaining

agreements with trade unions.

Continual attention is paid to the

external market in order to ensure that

terms of employment are appropriate.

The Group believes the Group

companies will be able to conduct their

relationships with trade unions and

employees in a satisfactory manner.

Material contracts

The following contracts have been

entered into otherwise than in the

course of ordinary business by

members of the Group: (i) in the two

years immediately preceding the

date of this document in the case of

contracts which are or may be material;

or (ii) that contain provisions under

which any Group member has any

obligation or entitlement that is material

to the Group as at the date of this

document. To the extent that these

agreements include representations,

warranties and indemnities, such

provisions are considered standard

in an agreement of that nature, save

to the extent identified below.

Syndicated Facility

In December 2025, the Company,

together with Six Continents Limited,

InterContinental Hotels Limited and

IHG Finance LLC (as borrowers and

guarantors), signed a five-year $1.5 billion

bank facility agreement (Syndicated

Facility) with Bank of America, N.A.,

London Branch; Bank of China Limited,

London Branch; Barclays Bank PLC;

BNP Paribas S.A.; Commerzbank

Aktiengesellschaft, London Branch;

DBS Bank Ltd., London Branch; MUFG

Bank, Ltd.; Standard Chartered Bank;

Truist Bank; U.S. Bank National Association;

UniCredit Bank GmbH; and Wells Fargo

Bank, N.A. London Branch all acting

as lenders, mandated lead arrangers

and joint bookrunners, and MUFG Bank,

Ltd. as facility agent.

The interest margin payable on

borrowings under the Syndicated

Facility is linked to the long-term credit

rating assigned to the senior unsecured

and unsubordinated debt of the

Company. The margin can vary between

the applicable reference rate + 0.30%

and the applicable reference rate +

0.85% depending on the credit rating.

The Syndicated Facility was undrawn

as at 31 December 2025.

£4 billion Euro Medium Term

Note programme

In 2025, the Group updated its

Euro Medium Term Note programme

(EMTN Programme) and issued a

tranche of €850 million 3.375% notes due

10 September 2030 (2025 Issuance).

On 19 September 2024, an amended

and restated trust deed (Trust Deed)

was executed by the Company and IHG

Finance LLC (IHGFL) as issuers (Issuers);

the Company, IHGFL, Six Continents

Limited and InterContinental Hotels

Limited as guarantors (Guarantors) and

U.S. Bank Trustees Limited as trustee

(Trustee), pursuant to which the

trust deed dated 27 November 2009,

as supplemented by six supplemental

trust deeds dated 7 July 2011,

9 November 2012, 16 June 2015,

11 August 2016, 14 September 2020

and 21 September 2023 originally

between the Company as issuer,

Six Continents Limited and

InterContinental Hotels Limited

as guarantors and HSBC Corporate

Trustee Company (UK) Limited as

trustee relating to the Programme,

was amended and restated. Under the

Trust Deed, the Issuers may issue notes

(Notes) unconditionally and irrevocably

guaranteed by the Guarantors, up to

a maximum nominal amount from time

to time outstanding of £4 billion (or its

equivalent in other currencies). Notes

are to be issued in series (each a Series)

in bearer or registered form. Each Series

may comprise one or more tranches

(each a Tranche) issued on different

issue dates. A Tranche of Notes may be

issued on the terms and conditions set

out in a base prospectus as amended

and/or supplemented by a document

setting out the final terms (Final Terms)

of such Tranche or in a separate

prospectus specific to such Tranche.

Under the Trust Deed, each of the

Issuers and the Guarantors has given

certain customary covenants in

favour of the Trustee.



278	IHG	Annual Report and Form 20-F 2025



	Group Information continued
	Material contracts continued

The Final Terms issued under the 2025

Issuance provide that the holders of

the Notes have the right to repayment

if the Notes (a) become non-investment

grade within the period commencing

on the date of announcement of a

change of control and ending 90 days

after the change of control (Change

of Control Period) and are not

subsequently, within the Change of

Control Period, reinstated to investment

grade; (b) are downgraded from a non-

investment grade and are not reinstated

to its earlier credit rating or better within

the Change of Control Period; or (c)

are not credit rated and do not become

investment-grade credit rated by the

end of the Change of Control Period.

On 19 September 2024, the Issuers

and the Guarantors entered into

an amended and restated agency

agreement (Agency Agreement) with

Elavon Financial Services DAC, UK

Branch as principal paying agent, Elavon

Financial Services DAC as transfer agent

and registrar and the Trustee, pursuant

to which the Issuers and the Guarantors

appointed paying agents and calculation

agents in connection with the EMTN

Programme and the Notes.

Under the Agency Agreement, each

of the Issuers and the Guarantors

has given a customary indemnity in

favour of the paying agents and the

calculation agents.

On 15 August 2025, the Issuers and the

Guarantors entered into an amended

and restated dealer agreement (Dealer

Agreement) with Barclays Bank PLC

as arranger and Bank of China Limited,

London Branch, Barclays Bank PLC,

Commerzbank Aktiengesellschaft,

Merrill Lynch International, MUFG

Securities EMEA plc, Truist Securities, Inc.

and Wells Fargo Securities International

Limited as dealers (Dealers), pursuant

to which the Dealers were appointed in

connection with the EMTN Programme

and the Notes.

Under the Dealer Agreement, each of

the Issuer and the Guarantors has given

customary warranties and indemnities

in favour of the Dealers.

Exchange controls and

restrictions on payment

of dividends

There are no restrictions on dividend

payments to US citizens.

Although there are currently no UK

foreign exchange control restrictions

on the export or import of capital or the

payment of dividends on the ordinary

shares or the ADSs, economic sanctions

which may be in force in the UK from

time to time impose restrictions on

the payment of dividends to persons

resident (or treated as so resident) in or

governments of (or persons exercising

public functions in) certain countries.

Other than economic sanctions which

may be in force in the UK from time to

time, there are no restrictions under the

Articles of Association or under English

law that limit the right of non-resident

or foreign owners to hold or vote the

ordinary shares or the ADSs. In addition,

the Articles contain certain limitations

on the voting and other rights of any

holder of ordinary shares whose holding

may, in the opinion of the Directors,

result in the loss or failure to secure the

reinstatement of any licence or franchise

from any US governmental agency held

by Six Continents Hotels, Inc. or any

subsidiary thereof.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	279

Legal proceedings

Group companies have extensive

operations in the UK, as well as

internationally, and are involved in a

number of legal claims and proceedings

incidental to those operations. These

legal claims and proceedings are in

various stages and include disputes

related to specific hotels where the

potential materiality is not yet known.

It is the Company’s view that such

proceedings, either individually or

in the aggregate, have not in the

recent past and are not likely to have

a significant effect on the Group’s

financial position or profitability.

Notwithstanding the above, the

Company notes the matters set out

below, which are ongoing. Litigation

is inherently unpredictable and,

as at 12 February 2026, unless stated

otherwise, the outcome of these matters

cannot be reasonably determined.

A claim was filed on 26 June 2017

against Inter-Continental Hotels

Corporation, InterContinental

Hotels Group Resources, Inc., and

InterContinental Hotels Group (Canada),

Inc. seeking class action status and

alleging breach of fiduciary duty,

negligence, breach of confidence,

intrusion upon seclusion, breach of

contract, breach of privacy legislation,

and unjust enrichment regarding an

alleged data breach.

The claim was amended in March 2018

to name Six Continents Hotels, Inc.

as the sole defendant. The claimant

alleges that security failures allowed

customers’ financial information to

be compromised. As of 12 February

2026, the likelihood of a favourable

or unfavourable result cannot be

reasonably determined, and it is not

possible to determine whether any

loss is likely or to estimate the

amount of any loss.

Seven claims were filed in March 2022

against HHF, Six Continents Hotels,

Inc., and the IHG Owner’s Association,

seeking class action status on

behalf of the Group’s franchisees.

Following dismissal of two claims and

consolidation of the remaining, an

amended claim was filed against HHF

and Six Continents Hotels, Inc., alleging

claims for breach of contract, breach

of implied covenant of good faith and

fair dealing, breach of fiduciary duty,

declaratory judgement, violation

of the Sherman Act and demand for

accounting. The claims allege that

the Group as franchisor, is engaged

in unlawful business practices relating

to numerous programmes, products

and requirements which are purportedly

part of the Group’s franchise system.

The Court dismissed the majority of

the claims, and the remaining claims

allege breach of contract and deceptive

trade practices. The Court ruled in the

Group’s favour on the remaining claims

on 9 December 2024, and the matter

was subsequently dismissed with

prejudice on 20 May 2025.

An arbitration was filed on 11 December

2022, alleging that Holiday Inns Middle

East Limited breached its contractual

obligations by causing delay in relation

to the opening of a hotel. The claim

sought monetary damages for various

alleged losses. The parties finalised a

commercial resolution and the arbitration

proceedings were terminated on

2 October 2025.

Six Continents Hotels, Inc. is a party to

two lawsuits seeking class action status

that were filed in February and March

2024 against Six Continents Hotels, Inc.

and other hotel companies as well

as revenue management software

providers. The lawsuits allege that

the defendants violated antitrust laws

by exchanging proprietary, current

and forward-looking information causing

consumers to pay higher room rates.

Motions to dismiss have been filed in

both actions. As of 12 February 2026,

the likelihood of a favourable or

unfavourable result cannot be reasonably

determined, and it is not possible to

determine whether any loss is likely or

to estimate the amount of any loss.

A claim was filed on 30 June 2025

against InterContinental Hotels

Group Resources, LLC seeking class

action status and alleging violations

of applicable unfair and deceptive

trade practices regulations with

respect to pricing displays on the

websites of online travel agencies.

The claim was subsequently amended

to name Six Continents Hotels, Inc.

as the sole defendant. As of 12 February

2026, the likelihood of a favourable

or unfavourable result cannot be

reasonably determined, and it is not

possible to determine whether any

loss is likely or to estimate the

amount of any loss.

A lawsuit was filed on 18 December

2025 against Six Continents Hotels,

Inc. and Holiday Hospitality Franchising,

LLC by the licensee and guarantors

of a conversion hotel. The plaintiffs

assert that the defendants violated

state franchise law and made

misrepresentations with respect

to the offer of the franchise. As of

12 February 2026, the likelihood of

a favourable or unfavourable result

cannot be reasonably determined,

and it is not possible to determine

whether any loss is likely or to

estimate the amount of any loss.



280	IHG	Annual Report and Form 20-F 2025



	Shareholder information

Taxation

This section provides a summary

of material US federal income tax and

UK tax consequences to US holders,

described below, of owning and

disposing of ordinary shares or ADSs

of the Company. This section addresses

only the tax position of a US holder who

holds ordinary shares or ADSs as capital

assets. This section does not, however,

discuss all of the tax considerations

that may be relevant to any particular

US holder, such as the provisions of

the Internal Revenue Code of 1986,

as amended (IR Code) known as

the Medicare Contribution tax or tax

consequences to US holders subject

to special rules, such as:

–certain financial institutions;

–insurance companies;

–dealers and traders in securities

who use a mark-to-market method

of tax accounting;

–persons holding ordinary shares or

ADSs as part of a straddle, conversion

transaction, integrated transaction

or wash sale, or persons entering

into a constructive sale with respect

to the ordinary shares or ADSs;

–persons whose functional currency

for US federal income tax purposes

is not the US dollar;

–partnerships or other entities classified

as partnerships for US federal income

tax purposes;

–persons liable for any minimum tax;

–tax-exempt organisations;

–persons who acquired the Company’s

ADSs or ordinary shares pursuant to

the exercise of any employee stock

option or otherwise in connection

with employment; and

–persons who, directly or indirectly,

own ordinary shares or ADSs

representing 10% or more of the

Company’s voting power or value.

This section does not generally deal

with the position of a US holder who

is resident in the UK for UK tax purposes

or who is subject to UK taxation on

capital gains or income by virtue of

carrying on a trade, profession or

vocation in the UK through a branch,

agency or permanent establishment

to which such ADSs or ordinary shares

are attributable (‘trading in the UK’).

As used herein, a ‘US holder’ is a

person who, for US federal income

tax purposes, is a beneficial owner

of ordinary shares or ADSs and is: (i) a

citizen or individual resident of the US;

(ii) a corporation, or other entity taxable

as a corporation, created or organised

in or under the laws of the US, any

state therein or the District of Columbia;

(iii) an estate whose income is subject

to US federal income tax regardless of

its source; or (iv) a trust, if a US court can

exercise primary supervision over the

trust’s administration and one or more

US persons are authorised to control

all substantial decisions of the trust.

This section is based on the IR Code, its

legislative history, existing and proposed

regulations, published rulings and court

decisions, and on UK tax laws and the

published practice of HM Revenue and

Customs (HMRC), all as of the date

hereof. These laws, and that practice,

are subject to change, possibly on a

retroactive basis.

This section is further based in part

upon the representations of the ADR

Depositary and assumes that each

obligation in the deposit agreement and

any related agreement will be performed

in accordance with its terms. For US

federal income tax purposes, an owner

of ADRs evidencing ADSs will generally

be treated as the owner of the

underlying shares represented by those

ADSs. For UK tax purposes, in practice,

HMRC will also regard holders of ADSs

as the beneficial owners of the ordinary

shares represented by those ADSs

(although case law has cast some doubt

on this). The discussion below assumes

that HMRC’s position is followed.

Generally, exchanges of ordinary shares

for ADSs, and ADSs for ordinary shares,

will not be subject to US federal income

tax or UK taxation on capital gains,

although UK stamp duty or stamp duty

reserve tax (SDRT) may arise as

described below.

Investors should consult their own

tax advisers regarding the US federal,

state and local, the UK and other tax

consequences of owning and disposing

of ordinary shares or ADSs in their

particular circumstances.

The following disclosures assume

that the Company is not, and will not

become, a passive foreign investment

company (PFIC), except as described

below.

Taxation of dividends

UK taxation

Under current UK tax law, the Company

will not be required to withhold tax

at source from dividend payments

it makes.

A US holder who is not resident for

UK tax purposes in the UK and who is

not trading in the UK will generally not

be liable for UK taxation on dividends

received in respect of the ADSs or

ordinary shares.

US federal income taxation

A US holder is generally subject to US

federal income taxation on the gross

amount of any dividend paid by

the Company out of its current or

accumulated earnings and profits

(as determined for US federal income

tax purposes). Distributions in excess

of the Company’s current and

accumulated earnings and profits,

as determined for US federal income

tax purposes, will be treated as a return

of capital to the extent of the US holder’s

basis in the ordinary shares or ADSs

and thereafter as capital gain. Because

the Company has not historically

maintained, and does not currently

maintain, books in accordance with US

tax principles, the Company does not

expect to be in a position to determine

whether any distribution will be in

excess of the Company’s current and

accumulated earnings and profits as

computed for US federal income tax

purposes. As a result, it is expected that

amounts distributed will be reported

to the Internal Revenue Service (IRS)

as dividends.

Subject to applicable limitations,

dividends paid to certain non-corporate

US holders will be taxable at the

preferential rates applicable to long-term

capital gain if the dividends constitute

‘qualified dividend income’. The Company

expects that dividends paid by the

Company with respect to the ordinary

shares or ADSs will constitute qualified

dividend income. Non-corporate US

holders should consult their own tax

advisers to determine whether they

are subject to any special rules that

limit their ability to be taxed at

these preferential rates.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	281

Dividends must be included in income

when the US holder, in the case of

shares, or the ADR Depositary, in the

case of ADSs, actually or constructively

receives the dividend, and will not

be eligible for the dividends-received

deduction generally allowed to US

corporations in respect of dividends

received from certain other US

corporations. For foreign tax credit

limitation purposes, dividends will

generally be income from sources

outside the US.

The amount of any dividend paid in

pounds sterling will be the US dollar

value of the sterling payments made,

determined at the spot sterling/US dollar

rate on the date the dividend distribution

is includible in income, regardless

of whether the payment is in fact

converted into US dollars. If the dividend

is converted into US dollars on that date,

a US holder should not be required to

recognise foreign currency gain or

loss in respect of the dividend income.

Generally, any gain or loss resulting from

currency exchange fluctuations during

the period from the date the dividend

payment is includible in income to the

date the payment is converted into US

dollars will be treated as ordinary income

or loss from sources within the US.

Taxation of capital gains

UK taxation

A US holder who is not resident for UK

tax purposes in the UK and who is not

trading in the UK will not generally be

liable for UK taxation on capital gains,

or eligible for relief for allowable losses,

realised or accrued on the sale or other

disposal of ADSs or ordinary shares.

A US holder of ADSs or ordinary shares

who is an individual and who, broadly,

has temporarily ceased to be resident

in the UK or has become temporarily

treated as non-resident for UK tax

purposes for a period of not more than

five years and who disposes of ordinary

shares or ADSs during that period may,

for the year of assessment when that

individual becomes resident again in

the UK, be liable to UK tax on capital

gains (subject to any available

exemption or relief), notwithstanding

the fact that such US holder was not

treated as resident in the UK at the

time of the sale or other disposal.

US federal income taxation

A US holder who sells or otherwise

disposes of ordinary shares or ADSs

will recognise a capital gain or loss for

US federal income tax purposes equal

to the difference between the amount

realised and its tax basis in the ordinary

shares or ADSs, each determined in

US dollars. Such capital gain or loss

will be a long-term capital gain or loss

where the US holder has a holding

period greater than one year. Losses

may also be treated as long-term

capital losses to the extent of certain

‘extraordinary dividends’ that qualified

for the preferential tax rates on qualified

dividend income described above.

The capital gain or loss will generally

be income or loss from sources within

the US for foreign tax credit limitation

purposes. The deductibility of capital

losses is subject to limitations.

PFIC rules

Based on the manner in which

the Group operates its business and

estimates of the value of its assets

(which estimates are based, in part,

on the market value of the Company’s

ADSs) the Company believes that it

was not a PFIC for US federal income

tax purposes for its 2025 taxable year.

However, the Company’s PFIC status

is an annual factual determination and

thus may be subject to change. If the

Company were a PFIC for any taxable

year during which a US holder owned

ordinary shares or ADSs, gain realised on

the sale or other disposition of ordinary

shares or ADSs would, in general, not

be treated as capital gain. Instead, gain

would be treated as if the US holder

had realised such gain rateably over the

holding period for the ordinary shares

or ADSs and, to the extent allocated

to the taxable year of the sale or other

disposition and to any year before the

Company became a PFIC, would be

taxed as ordinary income. The amount

allocated to each other taxable year

would be taxed at the highest tax rate

in effect (for individuals or corporations,

as applicable) for each such year to

which the gain was allocated, together

with an interest charge in respect of

the tax attributable to each such year.

In addition, similar rules would apply

to any ‘excess distribution’ received on

the ordinary shares or ADSs (generally,

the excess of distributions received on

the ordinary shares or ADSs during the

taxable year over 125% of the average

amount of distributions received

during a specified prior period).

The preferential rates for qualified

dividend income described above would

not apply if the Company were a PFIC

for the taxable year of the distribution

or the preceding taxable year.

Certain elections may be available

(including a mark-to-market election)

to US holders that would result in

alternative treatments of the ordinary

shares or ADSs. If the Company were

a PFIC for any taxable year in which a

US holder held ordinary shares or ADSs,

a US holder would generally be required

to file IRS Form 8621 with their annual

US federal income tax returns, subject

to certain exceptions.

Additional tax considerations

UK inheritance tax

Following the enactment of the

United Kingdom’s Finance Act 2025,

an individual who is not a ‘long-term

resident’ for the purposes of the United

Kingdom’s Inheritance Tax Act 1984

should generally only be chargeable

to UK inheritance tax to the extent the

individual owns assets situated in the UK.

As a matter of UK law, it is not clear

whether the situs of an ADS for UK

inheritance tax purposes is determined

by the place where the depositary is

established and records the entitlements

of the deposit holders, or by the situs

of the underlying share which the ADS

represents, but HMRC may take the view

that the ADSs, as well as the ordinary

shares, are or represent UK-situs assets.

However, an individual who is domiciled

in the US (for the purposes of the

Estate and Gift Tax Convention (the

‘Convention’)), and is not a UK national

as defined in the Convention, will not

be subject to UK inheritance tax (to the

extent UK inheritance tax applies) in

respect of the ordinary shares or ADSs

on the individual’s death or on a transfer

of the ordinary shares or ADSs during

their lifetime, provided that any

applicable US federal gift or estate tax

is paid, unless the ordinary shares or

ADSs are part of the business property

of a UK permanent establishment

or pertain to a UK fixed base of an

individual used for the performance

of independent personal services.

Where the ordinary shares or ADSs have

been placed in trust by a settlor, they

may be subject to UK inheritance tax

unless, when the trust was created,

the settlor was domiciled in the US

and was not a UK national.



282	IHG	Annual Report and Form 20-F 2025



	Shareholder information continued
	Taxation continued

If no relief is given under the Convention,

inheritance tax may be charged on

death and also on the amount by which

the value of an individual’s estate is

reduced as a result of any transfer made

by way of a gift or other undervalue

transfer, broadly within seven years

of death, and in certain other

circumstances. Where the ordinary

shares or ADSs are subject to both UK

inheritance tax and to US federal gift

or estate tax, the Convention generally

provides for either a credit against US

federal tax liabilities for UK inheritance

tax paid or for a credit against UK

inheritance tax liabilities for US federal

tax paid, as the case may be.

The above discussion reflects current

UK tax law. US Holders who may be

impacted by the tax laws discussed

above should consult with their tax

advisers as necessary.

UK stamp duty and SDRT

Neither stamp duty nor Stamp Duty

Reserve Tax (SDRT) will generally be

payable in the UK on the purchase or

transfer of an ADS, provided that the

ADS and any separate instrument

or written agreement of transfer are

executed and remain at all times outside

the UK. UK legislation does, however,

provide for stamp duty or SDRT to

be payable at the rate of 1.5% on the

amount or value of the consideration

(or, in some cases, the value of the

ordinary shares) where ordinary shares

are transferred to a person (or a

nominee or agent of a person) whose

business is or includes issuing depositary

receipts or the provision of clearance

services. In accordance with the terms

of the deposit agreement, any tax or

duty payable on deposits of ordinary

shares by the depositary or by the

custodian of the depositary will typically

be charged to the party to whom ADSs

are delivered against such deposits.

However, such transfers will not attract

stamp duty or SDRT where they satisfy

the conditions of an exemption,

including exemptions which can apply

to certain capital raising or qualifying

listing arrangements.

Specific professional advice should

be sought before paying a 1.5%

SDRT or stamp duty charge in any

circumstances.

A transfer of the underlying ordinary

shares will generally be subject to stamp

duty or SDRT, normally at the rate of

0.5% of the amount or value of the

consideration (rounded up to the next

multiple of £5 in the case of stamp duty).

A transfer of ordinary shares from

a nominee to its beneficial owner,

including the transfer of underlying

ordinary shares from the depositary

to an ADS holder, under which no

beneficial interest passes, will not be

subject to stamp duty or SDRT.

Any UK stamp duty or SDRT imposed

upon transfers of ADSs or ordinary

shares will not be creditable for US

federal income tax purposes. US

Holders should consult their tax advisers

regarding whether any such UK stamp

duty or SDRT may be deductible or

reduce the amount of gain (or increase

the amount of loss) recognised upon

a sale or other disposition of the ADSs

or ordinary shares.

US backup withholding

and information reporting

Payments of dividends and sales

proceeds with respect to ADSs and

ordinary shares may be reported to

the IRS and to the US holder. Backup

withholding may apply to these

reportable payments if the US holder

fails to provide an accurate taxpayer

identification number or certification

of exempt status, or fails to report all

interest and dividends required to be

shown on its US federal income tax

returns. Certain US holders (including,

among others, corporations) are not

subject to information reporting and

backup withholding (but may be

required to establish their exempt

status). The amount of any backup

withholding from a payment to a US

holder will be allowed as a credit against

the holder’s US federal income tax

liability and may entitle the holder to

a refund, provided that the required

information is furnished in a timely

manner to the IRS. US holders should

consult their tax advisers as to their

qualification for exemption from backup

withholding and the procedure for

obtaining an exemption.

Certain US holders who are individuals

(and certain specified entities) may

be required to report information

relating to their ownership of non-US

securities unless the securities are held

in accounts at financial institutions

(in which case the accounts may be

reportable if maintained by non-US

financial institutions). US holders should

consult their tax advisers regarding

any reporting obligations they may

have with respect to the Company’s

ordinary shares or ADSs.



284	IHG	Annual Report and Form 20-F 2025



	Shareholder information continued

Summary of significant

corporate governance

differences from NYSE

listing standards

The Group’s statement of compliance with

the principles and provisions specified

in the UK Corporate Governance Code

2024, issued in January 2024 by the

Financial Reporting Council (the Code)

is set out on pages 162 and 163.

IHG has also adopted the corporate

governance requirements of the US

Sarbanes-Oxley Act and related rules

and of the NYSE, to the extent that they

are applicable to it as a foreign private

issuer. As a foreign private issuer, IHG

is required to disclose any significant

ways in which its corporate governance

practices differ from those followed by

US companies. These are as follows:

Basis of regulation

The Code contains a series of principles

and provisions. Listed companies are

required to state how they have applied

the Code’s principles, and the provisions

operate on a ‘comply or explain’ basis,

where any areas of non-compliance

should be disclosed with an explanation

for the non-compliance.

In contrast, US companies listed on the

NYSE are required to adopt and disclose

corporate governance guidelines

adopted by the NYSE.

Independent Directors

The Code’s principles recommend that

at least half the Board, excluding the

Chair, should consist of independent

non-executive directors. As at 12

February 2026, the Board consisted

of the Chair, independent at the time

of her appointment, two Executive

Directors and seven independent Non-

Executive Directors. NYSE listing rules

applicable to US companies state that

companies must have a majority of

independent directors. The NYSE has

set out six bright line tests for director

independence. The Board’s judgement

is that all of its Non-Executive Directors

are independent. However, it did

not explicitly take into consideration

the NYSE’s tests in reaching this

determination.

Chair and Chief Executive Officer

The Code recommends that the Chair

and Chief Executive Officer should not

be the same individual to ensure that

there is a clear division of responsibility

for the running of the Company’s

business. There is no corresponding

requirement for US companies. The

roles of Chair and Chief Executive

Officer were, as at 12 February 2026

and throughout 2025, fulfilled by

separate individuals.

Committees

The Company has a number of Board

Committees which are similar in purpose

and constitution to those required for

domestic companies under NYSE rules.

The NYSE requires US companies

to have audit, remuneration and

nominating/corporate governance

committees composed entirely of

independent directors, as defined

under the NYSE rules. The Company’s

Nomination, Audit and Remuneration

Committees consist entirely of

Non-Executive Directors who are

independent under the standards of

the Code, which may not necessarily

be the same as the NYSE independence

standards. The nominating/governance

committee is responsible for identifying

individuals qualified to become Board

members and to recommend to the

Board a set of corporate governance

principles. As the Company is subject

to the Code, the Company’s Nomination

Committee is responsible for

nominating, for approval by the Board,

candidates for appointment to the

Board, including recommending suitable

candidates for the role of Senior

Independent Non-Executive Director.

The Company’s Nomination Committee

consists of the Chair and independent

Non-Executive Directors.

The Chair of the Company is not a

member of the Audit Committee. As set

out on page 128, the Audit Committee

is chaired by an independent Non-

Executive Director who, in the Board’s

view, has the experience and

qualifications to satisfy the criterion

under US rules for an ‘audit committee

financial expert’.

Non-Executive Director meetings

NYSE rules require that non-

management Directors of US companies

must meet on a regular basis without

management present, and independent

Directors must meet separately at least

once per year. The Code recommends:

(i) the Board Chair to hold meetings

with the Non-Executive Directors

without the Executive Directors present;

and (ii) the Non-Executive Directors

to meet at least annually without the

Chair present to appraise the Chair’s

performance. The Company’s Non-

Executive Directors have met frequently

without Executive Directors being

present, and intend to continue this

practice, after every Board meeting

if possible.

Shareholder approval of equity

compensation plans

The NYSE rules require that shareholders

must be given the opportunity to

vote on all equity compensation plans

and material revisions to those plans.

The Company complies with UK

requirements, which are similar to

the NYSE rules. The Board does not,

however, explicitly take into

consideration the NYSE’s detailed

definition of ‘material revisions’.

Code of Conduct

The NYSE requires companies to adopt

a code of business conduct and ethics,

applicable to Directors, officers and

employees. Any waivers granted to

Directors or officers under such a code

must be promptly disclosed. As set

out on pages 56 to 57, IHG’s Code of

Conduct is applicable to all Directors,

officers and employees, and is

available on the Company’s website

at ihgplc.com/investors/corporate-

governance/code-of-conduct.

No waivers have been granted under

the Code of Conduct.

Compliance certification

Each chief executive of a US company

must certify to the NYSE each year that

he or she is not aware of any violation

by the Company of any NYSE corporate

governance listing standard. As the

Company is a foreign private issuer,

the Company’s Chief Executive Officer

is not required to make this certification.

However, he is required to notify the

NYSE promptly in writing after any of the

Company’s executive officers become

aware of any non-compliance with those

NYSE corporate governance rules

applicable to the Company.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	285

Return of funds

Since March 2003, the Group has returned over £8 billion of funds to shareholders by way of special dividends, capital returns

and share repurchase programmes.


Return of funds programme	Timing	Total return	Returned to date
£501m special dividenda	Paid in December 2004	£501m	£501m
£250m share buyback	Completed in 2004	£250m	£250m
£996m capital returna	Paid in July 2005	£996m	£996m
£250m share buyback	Completed in 2006	£250m	£250m
£497m special dividenda	Paid in June 2006	£497m	£497m
£250m share buyback	Completed in 2007	£250m	£250m
£709m special dividenda	Paid in June 2007	£709m	£709m
£150m share buyback	N/Ab	£150m	£120m
$500m special dividenda,c	Paid in October 2012	£315md ($500m)	£315me ($505m)
$500m share buyback	Completed in 2014	£315md ($500m)	£315m ($500m)f
$350m special dividend	Paid in October 2013	£229mg ($350m)	£228m ($355m)h
$750m special dividenda	Paid in July 2014	£447mi ($750m)	£446m ($763m)j
$1,500m special dividenda	Paid in May 2016	£1,038mk ($1,500m)	£1,038m ($1,500m)
$400m special dividenda	Paid in May 2017	£309ml ($400m)	£310m ($404m)
$500m special dividenda	Paid in January 2019	£389mm ($500m)	£388m ($510m)
$500m share buyback	Completed in January 2023	£432m ($496m)	£432m ($496m)
$750m share buyback	Completed in December 2023	£595m ($746m)	£595m ($746m)
$800m share buyback	Completed in December 2024	£622m ($792m)	£622m ($792m)
$900m share buyback	Completed in December 2025	£671m ($887m)	£671m ($887m)
Total		£8,965m	£8,933m

a.Accompanied by a share consolidation.

b.This programme was superseded by the share buyback programme announced on 7 August 2012.

c.IHG changed the reporting currency of its Consolidated Financial Statements from sterling to US dollars effective from the Half-Year Results

as at 30 June 2008.

d.The dividend was first determined in US dollars and converted to sterling immediately before announcement at the rate of $1=£0.63, as set out

in the circular detailing the special dividend and share buyback programme published on 14 September 2012.

e.Sterling dividend translated at $1=£0.624.

f.Translated into US dollars at the average rates of exchange for the relevant years (2014 $1=£0.61; 2013 $1=£0.64; 2012 $1 = £0.63).

g.The dividend was first determined in US dollars and converted to sterling immediately before announcement at the rate of $1=£0.65, as announced

in the Half-Year Results to 30 June 2013.

h.Sterling dividend translated at $1=£0.644.

i.The dividend was first determined in US dollars and converted to sterling immediately before announcement at the rate translated at $1=£0.597.

j.Sterling dividend translated at $1=£0.5845.

k.The dividend was first determined in US dollars and converted to sterling at the rate of $1 = £0.6923, as announced on 12 May 2016.

l.The dividend was first determined in US dollars and converted to sterling at the rate of $1 = £0.7724, as announced on 11 May 2017.

m.The dividend was first determined in US dollars and converted to sterling at the rate of £1 = $1.2860, as announced on 17 January 2019.



286	IHG	Annual Report and Form 20-F 2025



	Shareholder information continued

Purchases of equity securities by the Company and affiliated purchaser

The Group’s $900m share buyback programme was announced on 18 February 2025 and completed by 31 December 2025.

As at 31 December 2025, 7,585,264 shares had been repurchased at an average price of £88.50 per share (approximately £671m).


	Total number of shares (or units) purchased	Average price paid per share (or unit) (£)	Total number of shares (or units) purchased as part of publicly announced plans or programmes	Maximum number of shares (or units) that may be purchased under the plans or programmes
Month 1 (no purchases this month)	–	–	–	16,427,423a
Month 2	786,399	99.1932	786,399	16,427,423a
Month 3	530,657	91.9176	530,657	16,427,423a
Month 4	1,609,223	76.5969	1,609,223	16,427,423a
Month 5	68,396	84.7407	68,396	15,718,872b
Month 6	828,523	83.3338	828,523	15,718,872b
Month 7	310,889	86.2786	310,889	15,718,872b
Month 8	691,095	87.5773	691,095	15,718,872b
Month 9	1,030,229	88.4909	1,030,229	15,718,872b
Month 10	591,571	91.8212	591,571	15,718,872b
Month 11	666,487	97.5183	666,487	15,718,872b
Month 12	471,795	103.0149	471,795	15,718,872b

a.Reflects the resolution passed at the Company’s AGM held on 3 May 2024.

b.Reflects the resolution passed at the Company’s AGM held on 8 May 2025.

Dividend history

The table below sets forth the amounts of ordinary dividends on each ordinary share and special dividends, in respect of each

financial year indicated.


	Interim dividend		Final dividend		Total dividend		Special dividend
	Pence	Cents	Pence	Cents	Pence	Cents	Pence	Cents
2025	43.3	58.6	N/Aa	125.9	N/Aa	184.5	–	–
2024	40.8	53.2	86	114.4	126.8	167.6	–	–
2023	38.7	48.3	83.9	104	122.6	152.3	–	–
2022	37.8	43.9	76.08	94.5	113.88	138.4	–	–
2021	–	–	67.5	85.9	67.5	85.9	–	–
2020	–	–	–	–	–	–	–	–
2019	32	39.9	–b	–b	32	39.9	–	–
2018	27.7	36.3	60.4	78.1	88.1	114.4	203.8c,e	262.1c,e
2017	24.4	33	50.2	71	74.6	104	156.4c	202.5c
2016	22.6	30	49.4	64	72	94	438.2c	632.9c
2015	17.7	27.5	40.3	57.5	58	85	–	–
2014	14.8	25	33.8	52	48.6	77	174.9c	293.0c
2013	15.1	23	28.1	47	43.2	70	87.1	133
2012	13.5	21	27.7	43	41.2	64	108.4c	172.0c
2011	9.8	16	24.7	39	34.5	55	–	–
2010	8	12.8	22	35.2	30	48	–	–
2009	7.3	12.2	18.7	29.2	26	41.4	–	–
2008d	6.4	12.2	20.2	29.2	26.6	41.4	–	–
2007	5.7	11.5	14.9	29.2	20.6	40.7	200c	–
2006	5.1	9.6	13.3	25.9	18.4	35.5	118c	–

a.The sterling amount of the final dividend will be announced on 27 April 2026 using the average of the daily exchange rates for the three working days

commencing 22 April 2026.

b.The Board withdrew its recommendation of a final dividend in respect of 2019 of 85.9¢ per share.

c.Accompanied by a share consolidation.

d.IHG changed the reporting currency of its Consolidated Financial Statements from sterling to US dollars effective from the Half-Year Results as at

30 June 2008. Starting with the interim dividend for 2008, all dividends have first been determined in US dollars and converted into sterling prior

to payment.

e.This special dividend was announced on 19 October 2018 and paid on 29 January 2019.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	287



	Shareholder profiles

Shareholder profile by type as at 31 December 2025


Category of shareholder	Number of shareholders	Percentage of total shareholders	Number of ordinary shares	Percentage of issued share capital
Private individuals	25,052	93.99	5,994,924	3.82
Nominee companies	1,246	4.67	117,799,975	74.97
Limited and public limited companies	199	0.75	18,435,723	11.73
Other corporate bodies	149	0.56	14,848,971	9.45
Banks and unknown	8	0.03	46,997	0.03
Total	26,654	100	157,126,590	100

Shareholder profile by size as at 31 December 2025


Range of shareholdings	Number of shareholders	Percentage of total shareholders	Number of ordinary shares	Percentage of issued share capital
1–199	18,601	69.79	1,073,976	0.68
200–499	4,402	16.52	1,374,462	0.87
500–999	1,760	6.60	1,219,238	0.78
1,000–4,999	1,199	4.50	2,331,655	1.48
5,000–9,999	187	0.70	1,330,899	0.85
10,000–49,999	265	0.99	6,305,601	4.01
50, 000–99,999	69	0.26	4,912,850	3.13
100,000–499,999	125	0.47	26,721,226	17.01
500,000–999,999	22	0.08	15,259,905	9.71
1,000,000 and above	24	0.09	96,596,778	61.48
Total	26,654	100	157,126,590	100

Shareholder profile by geographical location as at 31 December 2025


Country/Jurisdiction		Percentage of issued share capital
UK		30.6%
Rest of Europe		17.2%
North America (inc. ADRs)		49.5%
Rest of world		2.7%
Total		100%

The geographical profile presented is based on an analysis of shareholders (by manager) of 10,000 shares or above where

geographical ownership is known. This analysis only captures 88% of total issued share capital. Therefore, the known percentage

distributions have been multiplied by 100/88 to achieve the figures shown in the table above.

As of 12 February 2026, 14,532,685 ADRs equivalent to 14,532,685 ordinary shares, or approximately 9.5% of the total issued

share capital, were outstanding and were held by 363 registered holders. Since certain ordinary shares are registered in the

names of nominees, the number of shareholders on record may not be representative of the number of beneficial owners.

As of 12 February 2026, there were a total of 27,306 recorded holders of ordinary shares, of whom 214 had registered addresses

in the US and held a total of 249,487 ordinary shares (0.16% of the total issued share capital).



288	IHG	Annual Report and Form 20-F 2025



	Schedule 1: Condensed Parent Company financial information

As described in note 15 to the Consolidated Financial Statements, certain of the Group’s financial assets, which are held

in subsidiaries of InterContinental Hotels Group PLC, are subject to restrictions. Since the Group as a whole has net liabilities,

the restricted net assets of InterContinental Hotels Group PLC’s consolidated subsidiaries as of 31 December therefore exceeded

25% of consolidated net assets. This Schedule I has therefore been provided pursuant to the requirements of Securities and

Exchange Commission (SEC) Regulation S-X Rule 12-04(a), which require condensed financial information of a parent company

as of the same dates and for the same periods for which audited consolidated financial statements have been presented.

The Condensed Parent Company financial information should be read in conjunction with the Consolidated Financial

Statements. The condensed financial information has been prepared using the same material accounting policies as set out

in the Consolidated Financial Statements. Additionally, investments in subsidiaries are included at cost less any provision for

impairment in value. Where the Company grants awards over its own shares to the employees of its subsidiaries, it recognises

an increase in the cost of investment in its subsidiaries equivalent to the equity-settled share-based payment charge. Any

consideration received from subsidiaries in relation to those awards does not represent an increase in the cost of investment.

Amounts due from Group undertakings are recognised initially at fair value and subsequently measured at amortised cost

using the effective interest rate method less provision for expected credit losses. In the condensed statement of cash flows,

dividends received are presented within investing activities.

The condensed financial information is presented in millions of US dollars.

Dividends paid by the Parent Company are analysed in note 9 to the Consolidated Financial Statements.

As at 31 December 2025, there are no mandatory dividend or redemption requirements for redeemable stocks to disclose.

Condensed statement of profit/(loss) and other comprehensive income of the Parent Company


	2025	2024	2023
For the year ended 31 December 2025	$m	$m	$m
Administrative expenses	(2)	(2)	(2)
Operating loss	(2)	(2)	(2)
Dividend income from subsidiary undertaking	2,015	762	1,877
Financial income	3	30	30
Financial expenses	(86)	(81)	(77)
Profit before tax	1,930	709	1,828
Tax	25	16	16
Profit for the year	1,955	725	1,844

Other comprehensive income/(loss)
Items that may be subsequently reclassified to profit or loss:
Gains/(losses) on cash flow hedges, including related tax credit of $2m (2024: $2m charge; 2023: $1m charge)	12	(51)	(36)
Costs of hedging	2	1	2
Hedging (gains)/losses reclassified to financial expenses	(21)	57	35
Exchange gains/(losses) on translation	165	(38)	119
Total other comprehensive income/(loss)	158	(31)	120
Total comprehensive income	2,113	694	1,964

Total comprehensive income for the year is entirely attributable to the equity holders of the Parent Company.



290	IHG	Annual Report and Form 20-F 2025



	Schedule 1: Condensed Parent Company financial information continued

Condensed statement of cash flows of the Parent Company


	2025	2024	2023
For the year ended 31 December 2025	$m	$m	$m
Profit for the year	1,955	725	1,844
Adjustments for:
Administrative expenses funded by subsidiaries	2	2	2
Net financial expenses	83	51	47
Dividend income from subsidiary undertaking	(2,015)	(762)	(1,877)
Income tax credit	(25)	(16)	(16)
Total adjustments	(1,955)	(725)	(1,844)
Changes in amounts due from related parties: operating activities	16	7	9
Cash flow from operations	16	7	9
Interest received	3	30	29
Interest paid	(94)	(84)	(74)
Net cash from operating activities	(75)	(47)	(36)

Cash flow from investing activities
Dividend received from subsidiary undertaking	2,015	762	1,877
Changes in amounts due from related parties: investing activities	(380)	930	(824)
Net cash from investing activities	1,635	1,692	1,053

Cash flow from financing activities
Repurchase of shares, including taxes and transaction costs	(897)	(804)	(790)
Dividends paid to shareholders	(270)	(259)	(245)
Repayment of long-term bonds	(403)	(547)	–
Settlement of currency swaps	–	(45)	–
Changes in amounts due from related parties: financing activities	10	10	18
Net cash from financing activities	(1,560)	(1,645)	(1,017)

Net movement in cash and cash equivalents in the year
Cash and cash equivalents at beginning of the year	–	–	–
Exchange rate effects	–	–	–
Cash and cash equivalents at end of the year	–	–	–


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	291

Contingencies of the Parent Company

The following UK subsidiaries will take advantage of the audit exemption set out within Section 479A of the Companies Act 2006

for the year ended 31 December 2025:


Company name		Company number
Asia Pacific Holdings Limited		3941780
Gem Brand Company Limited		16147706
Hotel InterContinental London (Holdings) Limited		6451128
Hotel Inter-Continental London Limited		1036984
IHC May Fair Hotel Limited		2323039
IHC Overseas (U.K.) Limited		2322038
IHG PS Nominees Limited		7092523
InterContinental (PB) 1		6724223
InterContinental (PB) 3 Limited		6947603
SC Leisure Group Limited		658907
Six Continents Holdings Limited		3211009
Six Continents Hotels International Limited		722401
Six Continents Investments Limited		694156
Six Continents Overseas Holdings Limited		2661055

The Company will guarantee all outstanding liabilities of the above UK subsidiary undertakings as at the balance sheet date

in accordance with Section 479C of the Companies Act 2006. The Company has assessed the probability of loss under the

guarantees as remote.

As at 31 December 2025, 2024 and 2023 the Company had provided guarantees in respect of certain borrowings of subsidiaries,

the carrying values of which are as follows:


		2025	2024	2023
Description	Maturity date	$m	$m	$m
€600m 4.375% bonds 2029	28 November 2029	705	623	663
€850m 3.375% bonds 2030	10 September 2030	1,000	–	–
€750m 3.625% bonds 2031	27 September 2031	885	784	–
		2,590	1,407	663

Maturity profile of borrowings of the Parent Company

The principal values to be repaid on maturity are shown below:


		2026	2027	2028
Description	Maturity date	$m	$m	$m
£350m 2.125% bonds 2026	24 August 2026	471	–	–
€500m 2.125% bonds 2027	15 May 2027	–	587	–
£400m 3.375% bonds 2028	8 October 2028	–	–	538
		471	587	538



292	IHG	Annual Report and Form 20-F 2025



	Exhibits

The following exhibits are filed as part of this Annual Report on Form 20-F with the SEC, and are publicly available through the

SEC’s website.


+	Visit sec.gov and search InterContinental Hotels Group PLC under Company Filings.


Exhibit 1(a)a	Articles of Association of the Company dated 3 May 2024 (incorporated by reference to Exhibit 1 of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 27 February 2025)
Exhibit 2(d)	Description of Securities Registered Under Section 12 of the Exchange Act
Exhibit 4(a)(i)a	Amended and restated trust deed dated 19 September 2024 relating to a £4 billion Euro Medium Term Note Programme, among InterContinental Hotels Group PLC, IHG Finance LLC, Six Continents Limited, InterContinental Hotels Limited and U.S. Bank Trustees Limited (incorporated by reference to Exhibit 4(a)(i) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 27 February 2025)
Exhibit 4(a)(ii)	$1.5 billion bank facility agreement dated 4 December 2025, among InterContinental Hotels Group PLC and certain subsidiaries, and Bank of America, N.A., London Branch; Bank of China Limited, London Branch; Barclays Bank PLC; BNP Paribas S.A.; Commerzbank Aktiengesellschaft, London Branch; DBS Bank Ltd., London Branch; MUFG Bank, Ltd.; Standard Chartered Bank; Truist Bank; U.S. Bank National Association; UniCredit Bank GmbH; and Wells Fargo Bank, N.A. London Branch
Exhibit 4(c)(i)a	Michael Glover’s service contract dated 12 December 2022, commenced on 20 March 2023 (incorporated by reference to Exhibit 4(c)(i) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 29 February 2024)
Exhibit 4(c)(ii)a	Rules of the InterContinental Hotels Group Long Term Incentive Plan as approved by shareholders on 2 May 2014 and as amended on 14 February 2019, 4 December 2019 and 7 May 2020 (incorporated by reference to Exhibit 4(c)(ii) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 4 March 2021)
Exhibit 4(c)(iii)a	Rules of the InterContinental Hotels Group Annual Performance Plan as amended (incorporated by reference to Exhibit 4(c)(iii) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 4 March 2021)
Exhibit 4(c)(iv)a	Elie Maalouf’s service contract dated 4 May 2023, commenced on 1 July 2023 (incorporated by reference to Exhibit 4(c)(iv) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 29 February 2024)
Exhibit 4(c)(v)	Rules of the InterContinental Hotels Group Deferred Award Plan as approved by shareholders on 5 May 2023 and as amended on 18 October 2023 and 11 February 2026
Exhibit 4(c)(vi)a	Rules of the InterContinental Hotels Group Annual Performance Plan as approved by the Remuneration Committee on 30 November 2023 (incorporated by reference to Exhibit 4(c)(vi) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 27 February 2025)
Exhibit 8	List of subsidiaries as at 31 December 2025 (can be found on pages 237 to 240)
Exhibit 11.1a	Code of Practice for dealing in InterContinental Hotels Group PLC Securities (incorporated by reference to Exhibit 11.1 of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 27 February 2025)
Exhibit 12(a)	Certification of Elie Maalouf filed pursuant to 17 CFR 240.13a–14(a)
Exhibit 12(b)	Certification of Michael Glover filed pursuant to 17 CFR 240.13a–14(a)
Exhibit 13(a)	Certification of Elie Maalouf and Michael Glover furnished pursuant to 17 CFR 240.13a–14(b) and 18 U.S.C.1350
Exhibit 15(a)	Consent of independent registered public accounting firm, PricewaterhouseCoopers LLP
Exhibit 97a	Incentive-Based Compensation Recovery Policy approved on 18 October 2023 (incorporated by reference to Exhibit 97 of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 29 February 2024)
Exhibit 101.INS	Inline XBRL Instance Document
Exhibit 101.SCH	Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

a.Incorporated by reference.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	293



	Forward-looking statements

The Annual Report and Form 20-F

2025 contains certain forward-looking

statements as defined under US

legislation (Section 21E of the Securities

Exchange Act of 1934) with respect

to the financial condition, results of

operations and business of the Group

and certain plans and objectives of the

Board of Directors of InterContinental

Hotels Group PLC with respect thereto.

Such statements include, but are not

limited to, statements made in the

Chair’s statement, the Chief Executive

Officer’s review and the Strategic

Report. These forward-looking

statements can be identified by the fact

that they do not relate only to historical

or current facts. Forward-looking

statements often use words such as

‘anticipate’, ‘target’, ‘expect’, ‘estimate’,

‘intend’, ‘plan’, ‘goal’, ‘believe’, or other

words of similar meaning. These

statements are based on assumptions

and assessments made by the Group’s

management in light of their experience

and their perception of historical trends,

current conditions, expected future

developments and other factors they

believe to be appropriate.

By their nature, forward-looking

statements are inherently predictive,

speculative and involve risk and

uncertainty. There are a number of

factors that could cause actual results

and developments to differ materially

from those expressed in, or implied by,

such forward-looking statements,

including, but not limited to: the Group’s

exposure to a competitive and changing

industry; the Group’s reliance on the

reputation of its existing brands and

exposure to inherent reputation risks;

the Group’s exposure to inherent

uncertainties associated with brand

development and expansion; the

Group’s reliance on the ongoing appeal

of its loyalty programme; the Group’s

exposure to a variety of risks related

to identifying, securing and retaining

franchise and management agreements;

the Group’s exposure to the risks of

hotel industry overcapacity; the Group’s

requirement to have the right people,

skills and capability to manage growth

and change; the risk that the Group’s

collective bargaining activity could

disrupt operations, increase labour

costs or interfere with the ability of

management to focus on executing

business strategies; the Group’s

exposure to cybersecurity and data

privacy risks; the Group’s exposure to

intellectual property risks; the risk that

the Group’s reputation and the value

of its brands are influenced by the

perception of various stakeholders of

the Group; the Group’s requirements

to comply with existing and changing

regulations and act in accordance with

societal expectations across numerous

countries, territories and jurisdictions;

the Group’s exposure to the risk of

litigation; the potential for domestic and

international environmental laws and

regulations to cause the Group to incur

substantial costs or subject the Group to

potential liabilities; the Group’s financial

performance being affected by changes

in tax laws; the Group’s dependence on

a wide range of external stakeholders

and business partners; the Group’s

exposure to a variety of risks associated

with safety, security and crisis

management; the Group’s reliance on

the resilience of its reservation system

and other key technology platforms and

the exposure to risks that could disrupt

their operation and/or integrity; the

Group’s exposure to political and

economic developments; the Group’s

exposure to continued disruption and

consequences from the war in Ukraine;

the Group’s exposure to disruption and

consequences from the conflict in the

Middle East; the potential for the Group

to face difficulties insuring its business;

the Group’s exposure to risks related

to executing and realising benefits

from strategic transactions, including

acquisitions and restructuring; the

Group’s exposure to a variety of risks

associated with its financial stability

and ability to borrow; the dependence

of the Group’s operations on maintaining

sufficient liquidity to meet all foreseeable

medium-term requirements and

provide headroom against unforeseen

obligations; the Group’s exposure to an

impairment of the carrying value of its

brands, goodwill or other tangible and

intangible assets negatively affecting

its consolidated operating results;

the Group’s exposure to fluctuations in

exchange rates, currency devaluations

or restructurings and to interest rate risk

in relation to its borrowings; the potential

for the Group to be affected by credit

risk on treasury transactions and loans

to owners; the Group’s exposure to

inherent risks in relation to changing

technology and systems; the various

operational, compliance and

reputational risks that the Group’s

integration of AI technologies into its

processes and systems may introduce;

the Group’s exposure to competition

from online travel agents and

intermediaries; the Group’s exposure

to the risk of events or stakeholder

expectations that adversely impact

domestic or international travel, including

climate change; the Group’s exposure

to climate change and sustainability risks;

and the Group’s exposure to risks

relating to its commitments in relation

to climate change.

The main factors that could affect

the business and financial results are

described in the Strategic Report of

the Annual Report and Form 20-F 2025.



294	IHG	Annual Report and Form 20-F 2025



	Form 20-F cross-reference guide

The table below references information in this document that will be included in the Company’s Annual Report on Form 20-F

for 2025 filed with the SEC.


Item	Form 20-F caption	Location in this document	Page
1	Identity of Directors, senior management and advisers	Not applicable	–
2	Offer statistics and expected timetable	Not applicable	–
3	Key information
	3A – Selected financial data	Shareholder information: Dividend history	286
	3B – Capitalisation and indebtedness	Not applicable	–
	3C – Reason for the offer and use of proceeds	Not applicable	–
	3D – Risk factors	Group information: Risk factors	264–271
4	Information on the Company
	4A – History and development of the Company	Group information: History and developments	264
		Shareholder information: Return of funds	285
		Useful information: Contacts	302
	4B – Business overview	Strategic Report	4–114
		Group information: Working Time Regulations 1998	277
		Group Information: Risk factors	264–271
		Directors’ Report: Business relationships with suppliers, customers and others	262
	4C – Organisational structure	Strategic Report: Our culture	56–61
		Group Financial Statements: Note 32 – Group companies	237–240
		Group Information: History and developments	264
	4D – Property, plant and equipment	Strategic Report: Key performance indicators	40–43
		Strategic Report: Greenhouse gas (GHG) emissions	82–83
		Group Financial Statements: Note 12 – Property, plant and equipment	210
4A	Unresolved staff comments	None	–
5	Operating and financial review and prospects
	5A – Operating results	Strategic Report: Key performance indicators	40–43
		Strategic Report: Performance	86–112
		Group Financial Statements: Accounting policies	183–194
		Group Financial Statements: New accounting standards	194
		Viability statement	113–114
	5B – Liquidity and capital resources	Strategic Report: Our Business Model – Capital allocation and dividend policy	26–27
		Viability statement	113–114
		Strategic Report: Performance – Sources of liquidity	90
		Group Financial Statements: Note 17 – Cash and cash equivalents	215–216
		Group Financial Statements: Note 21 – Loans and other borrowings	218
		Group Financial Statements: Note 23 – Financial risk management and derivative financial instruments	220–224
		Group Financial Statements: Note 24 – Classification and measurement of financial instruments	224–226
		Group Financial Statements: Note 25 – Reconciliation of (loss)/profit for the year to cash flow from operations before contract acquisition costs	227
		Additional Information: Forward-looking statements	293
	5C – Research and development; intellectual property	Not applicable	–
	5D – Trend information	Strategic Report: Performance	86–112
	5D – Trend information	Strategic Report: Trends shaping our industry	22–23
	5E – Critical accounting estimates	Group Financial Statements: Critical accounting policies	183, 244


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	295


Item	Form 20-F caption	Location in this document	Page
5	Non-GAAP financial measures	Strategic Report: Performance	86–112
		Other financial information	250–259
		Group Financial Statements: Note 22 – Net debt	219–220
6	Directors, senior management and employees
	6A – Directors and senior management	Governance: Our Board of Directors and Our Executive Committee (excluding the information under the heading ‘Information on Directors and Executive Committee Members’ on page 121)	118–121
	6B – Compensation	Directors’ Remuneration Report	138–161
		Directors’ Remuneration Policy	148–161
		Group Financial Statements: Note 26 – Retirement benefits	228–230
		Group Financial Statements: Note 30 – Related party disclosures	235
		Group Financial Statements: Note 27 – Share-based payments	231–232
	6C – Board practices	Governance structure and Board activities	122–125
	6C – Board practices	Executive Directors’ benefits upon termination of office	273
	6D – Employees	Group Financial Statements: Note 4 – Staff costs and Directors’ remuneration	199–200
		Group information: Working Time Regulations 1998	277
		Directors’ Report: Employees and Code of Conduct	261–262
	6E – Share ownership	Directors’ Remuneration Report: Annual Report on Directors’ remuneration – Scheme interests awarded during 2025	151–152
		Directors’ Remuneration Report: Annual Report on Directors’ remuneration – Shares and awards held by Executive Directors at 31 December 2025: number of shares	153
		Group Financial Statements: Note 27 – Share-based payments	231–232
		Group information: Directors’ and Executive Committee members’ shareholdings	273
	6F – Disclosure of a registrant’s action to recover erroneously awarded compensation	Not applicable	–
7	Major shareholders and related party transactions
	7A – Major shareholders	Directors’ Report: Major institutional shareholders	260
	7A – Major shareholders	Shareholder information: Shareholder profiles	287
	7B – Related party transactions	Group Financial Statements: Note 14 – Investment in associates and joint ventures	213
	7B – Related party transactions	Group Financial Statements: Note 30 – Related party disclosures	235
	7C – Interests of experts and counsel	Not applicable	–
8	Financial Information
	8A – Consolidated statements and other financial information	Directors’ Report: Dividends	260
		Group Financial Statements	176–182
		Group information: Legal proceedings	279
		Other financial information	250–259
	8B – Significant changes	Not applicable	–
9	The offer and listing
	9A – Offer and listing details	Useful information: Trading markets	300
	9B – Plan of distribution	Not applicable	–
	9C – Markets	Useful information: Trading markets	300
	9D – Selling shareholders	Not applicable	–
	9E – Dilution	Not applicable	–
	9F – Expenses of the issue	Not applicable	–
10	Additional information
	10A – Share capital	Not applicable	–
	10B – Memorandum and articles of association	Group information: Articles of Association	275–276
	10B – Memorandum and articles of association	Group information: Rights attaching to shares	275–276
	10C – Material contracts	Group information: Material contracts	277–278



296	IHG	Annual Report and Form 20-F 2025



	Form 20-F cross-reference guide continued


Item	Form 20-F caption	Location in this document	Page
10	10D – Exchange controls	Group information: Exchange controls and restrictions on payment of dividends	278
	10E – Taxation	Shareholder information: Taxation	280–282
	10F – Dividends and paying agents	Not applicable	–
	10G – Statement by experts	Not applicable	–
	10H – Documents on display	Useful information: Investor information – Documents on display	300
	10I – Subsidiary information	Not applicable	–
11	Quantitative and qualitative disclosures about market risk	Group Financial Statements: Note 23 – Financial risk management and derivative financial instruments	220–224
12	Description of securities other than equity securities
	12A – Debt securities	Not applicable	–
	12B – Warrants and rights	Not applicable	–
	12C – Other securities	Not applicable	–
	12D – American depositary shares	Group information: Description of securities other than equity securities	274
		Additional Information: Investor information	300
		Additional Information: Contacts	302
13	Defaults, dividend arrearages and delinquencies	Not applicable	–
14	Material modifications to the rights of security holders and use of proceeds	Not applicable	–
15	Controls and procedures	Shareholder information: Disclosure controls and procedures	283
		Statement of Directors’ Responsibilities: Management’s report on internal control over financial reporting	165
		Independent Auditor’s US Report	174–175
16	16A – Audit committee financial expert	Governance: Audit Committee Report	128–133
	16A – Audit committee financial expert	Shareholder information: Summary of significant corporate governance differences from NYSE listing standards – Committees	284
	16B – Code of ethics	Directors’ Report: Code of Conduct	262
		Strategic Report: Our culture	56–61
		Shareholder information: Summary of significant corporate governance differences from NYSE listing standards	284
	16C – Principal accountant fees and services	Governance: Audit Committee Report – External auditor	131
		Governance: Audit Committee Report – Non-audit services	130
		Group Financial Statements: Note 5 – Auditor’s remuneration	200
	16D – Exemptions from the listing standards for audit committees	Not applicable	–
	16E – Purchase of equity securities by the issuer and affiliated purchasers	Shareholder information: Purchases of equity securities by the Company and affiliated purchasers	286
	16F – Change in registrant’s certifying accountant	Not applicable	–
	16G – Corporate Governance	Shareholder information: Summary of significant corporate governance differences from NYSE listing standards	284
	16H – Mine safety disclosure	Not applicable	–
	16I – Disclosure regarding foreign jurisdictions that prevent inspections	Not applicable	–
	16J – Insider trading policies	Additional Information: Insider trading policy	283
	16K – Cybersecurity	Additional Information: Cybersecurity	272–273
17	Financial statements	Group Financial Statements Schedule 1: Parent Company condensed financial information	176–182 288–291
18	Financial statements	Group Financial Statements Schedule 1: Parent Company condensed financial information	176–182 288–291
19	Exhibits	Additional Information: Exhibits	292


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	297



	Glossary

ADR

an American Depositary Receipt,

being a receipt evidencing title

to an ADS.

ADR Depositary

J.P. Morgan Chase Bank N.A.

ADS

an American Depositary Share

as evidenced by an ADR, being a

registered negotiable security, listed

on the New York Stock Exchange,

representing one ordinary share of

20 340⁄399 pence each of the Company.

AGM

Annual General Meeting.

Artificial Intelligence

APP

Annual Performance Plan.

Average daily rate

rooms revenue divided by the

number of room nights sold.

Capital expenditure

purchases of property, plant and

equipment, intangible assets, associate

and joint venture investments, and

other financial assets, plus contract

acquisition costs (key money).

Captive

the Group’s captive insurance company,

SCH Insurance Company.

Code

IHG’s Code of Conduct.

Colleague

individuals who work at IHG corporate

offices, reservation centres, owned &

leased and franchised hotels collectively.

Companies Act

the UK Companies Act 2006,

as amended from time to time.

Company or Parent Company

InterContinental Hotels Group PLC.

Comparable RevPAR

a comparison for a grouping of

hotels that have traded in all months

in financial years being compared.

Principally excludes new hotels, hotels

closed for major refurbishment and

hotels sold in either of the two years.

Compound Annual Growth Rate

(CAGR)

growth over a period of years

expressed as the constant rate of

growth that would produce the same

growth if compounded annually.

Constant currency

a prior-year value translated using the

current year’s average exchange rates.

Currency swap

an exchange of a deposit and a borrowing,

each denominated in a different currency,

for an agreed period of time.

DAP

Deferred Award Plan.

Deferred Compensation Plan or DCP

a US plan that allows for the additional

provision for retirement within a dedicated

trust, either through employee deferral

of salary with matching company

contributions, deferral of APP earnings or

through direct company contribution.

Derivatives

financial instruments used to reduce risk,

the price of which is derived from an

underlying asset, index or rate.

EMEAA

Europe, Middle East, Asia and Africa

(excludes Greater China).

Employee engagement survey

our employee engagement survey,

known as the Colleague HeartBeat,

completed by colleagues in corporate

and reservation offices and owned &

leased or managed hotels.

Enterprise contribution to revenue

the percentage of room revenue booked

through IHG-managed channels and

sources: direct via our websites, apps

and call centres; through our interfaces

with Global Distribution Systems (GDS)

and agreements with Online Travel

Agencies (OTAs); other distribution

partners directly connected to our

reservation system; and Global Sales

Office business or IHG One Rewards

members that book directly at a hotel.

ERG

employee resource group.

Executive officers

defined by the SEC as the president,

any vice president in charge of a

principal business unit, division or

function (such as sales, administration

or finance), any officer who performs

a policy making function, or any other

person who performs similar policy

making functions.

F&B

Food and Beverage

Fee business

IHG’s franchised and managed

businesses combined.

FERA

fuel- and energy-related emissions.

Franchised hotels

hotels operated under an IHG brand

license by a franchisee. IHG receives

a fixed percentage of rooms revenue

and neither owns, leases nor operates

the property.

Franchisee

an owner who uses a brand under

licence from IHG.

FRC

UK Financial Reporting Council.

Group or IHG

the Company and its subsidiaries.

Guest Love

IHG’s guest satisfaction measurement

tool used to measure brand preference

and guest satisfaction.

Guest Reservation System or GRS

our global electronic guest

reservation system.



298	IHG	Annual Report and Form 20-F 2025



	Glossary continued

Hedging

the reduction of risk, normally in

relation to foreign currency or interest

rate movements, by making offsetting

commitments.

Hotel revenue

revenue from all revenue-generating

activity undertaken by owned & leased

hotels, including room nights, food

and beverage sales.

IASB

International Accounting

Standards Board.

IFRS

International Financial Reporting

Standards as issued by the IASB

and adopted under UK law.

IHG PLC

InterContinental Hotels Group PLC.

International Sustainability

Standards Board (ISSB)

formed by the IFRS to create

sustainability-related disclosure

standards that provide investors with

consistent and comparable information

about companies’ sustainability-related

risks and opportunities.

Journey to Tomorrow

IHG’s responsible business plan

to create positive change by 2030.

Liquidated damages

payments received in respect of the

early termination of franchise and

management agreements.

Listing Rules

regulations subject to the oversight

of the Financial Conduct Authority,

which set out the obligations of UK

listed companies.

Lives Improved

Lives improved is defined as a direct

beneficiary under the Business for

Societal Impact (B4SI) framework,

a recognised standard for measuring

corporate community impact. The

cumulative lives improved figure is the

sum of the annual totals since 2021.

LTIP

Long Term Incentive Plan.

Managed hotels

hotels operated by IHG under a

management agreement on behalf

of the hotel owner. IHG generates

revenue through a fixed percentage

of the total hotel revenue and a

proportion of hotel profit, and neither

leases nor owns the property.

Management agreement

a contract to operate a hotel on behalf

of the hotel owner.

Market capitalisation

the value attributed to a listed company

by multiplying its share price by the

number of shares in issue.

Net rooms supply

net total number of IHG System

hotel rooms.

NYSE

New York Stock Exchange.

Occupancy rate

rooms occupied by hotel guests,

expressed as a percentage of rooms

that are available.

Ordinary share

ordinary shares of 20 340⁄399 pence

each in the Company.

Owned & leased

hotels operated by IHG where IHG is,

or effectively acts as, the owner, with

responsibility for assets, employees

and running costs. The entire revenue

and profit of the hotels are recorded

in IHG’s financial statements.

Owner

the owner of a hotel property.

Pipeline

hotels/rooms due to enter the IHG

System at a future date. A hotel enters

the pipeline once a contract has been

signed and appropriate fees paid.

% pts

a percentage point is the unit

for the arithmetic difference of

two percentages.

Reimbursable revenues

reimbursements from managed and

franchised hotels for costs incurred

by IHG, for example the cost of IHG

employees working in managed hotels.

The related revenues and costs are

presented gross in the Group income

statement and there is no impact

to profit.

Revenue management

the employment of pricing and segment

strategies to optimise the revenue

generated from the sale of room nights.

RevPAR or Revenue per available room

rooms revenue divided by the number

of room nights that are available (can be

mathematically derived from occupancy

rate multiplied by average daily rate).

Revolving Credit Facility or RCF

the Group’s syndicated bank

revolving credit facility.

Room count

number of rooms franchised,

owned & leased by IHG.

Rooms revenue

revenue generated from the sale

of room nights.

Royalties

fees, based on rooms revenue,

that a franchisee pays to the Group.

Saudi Arabia

Kingdom of Saudi Arabia

Science-based targets (SBTs)

measurable, actionable and time-bound

carbon reduction targets, based on

the best available science and in line

with the scale of reductions required

to keep global warming below 2°C

or 1.5°C from pre-industrial levels.

Science Based Targets initiative (SBTi)

helps businesses commit to and meet

SBTs by independently assessing and

approving any targets that are set.


Strategic Report	Governance	Group Financial Statements	Parent Company Financial Statements	Additional Information
					Annual Report and Form 20-F 2025	IHG	299

SEC

US Securities and Exchange

Commission.

Subsidiary

a company over which the Group

exercises control.

System

hotels/rooms operating under franchise

and management agreements together

with IHG owned & leased hotels/rooms,

globally (the IHG System) or on a

regional basis, as the context requires.

System Fund or Fund

The System Fund, including associated

funds, comprises assessment fees

and contributions collected from

hotels within the IHG System which

fund hotel services and activities that

drive revenue to our hotels including

marketing, the IHG One Rewards

loyalty programme and our distribution

channels, as well as fees collected

from hotels for programmes relating

to certain hotel services.

Task Force on Climate-related

Financial Disclosures (TCFD)

created by the Financial Stability Board

to improve and increase reporting

of climate-related financial information

and to help inform investors and others

about the risks they face related to

climate change.

Total Shareholder Return or TSR

the theoretical growth in value of a

shareholding over a period, by reference

to the beginning and ending share price,

and assuming that dividends, including

special dividends, are reinvested to

purchase additional units of the equity.

UAE

United Arab Emirates

UK Corporate Governance Code

a Code issued in 2024 by the Financial

Reporting Council in the UK, which

guides best practice for the governance

of listed companies.

Working capital

the sum of inventories, receivables and

payables of a trading nature, excluding

financing and taxation items.


+	For the definitions of our Key performance measures (including Non-GAAP measures) see pages 107 to 112.



300	IHG	Annual Report and Form 20-F 2025



	Useful information

Investor information

Website and electronic

communication

As part of IHG’s commitment to reduce

the cost and environmental impact

of producing and distributing printed

documents in large quantities, this

Annual Report and Form 20-F 2025 has

been made available to shareholders

through our website at ihgplc.com/

investors under Annual Report.

Shareholders may electronically appoint

a proxy to vote on their behalf at the

2026 AGM. Shareholders who hold their

shares through CREST may appoint

proxies through the CREST electronic

proxy appointment service, by using

the procedures described in the

CREST Manual.

Shareholder hotel discount

IHG offers discounted hotel stays

(subject to availability) for registered

shareholders only, through a controlled-

access website. This is not available to

shareholders who hold shares through

nominee companies, ISAs or ADRs.

For further details please contact

the Company Secretary’s office

(see page 302).

Responsible Business Report

In line with our commitment to responsible

business practices, this year we have

incorporated our Responsible Business

Report within this Annual Report, outlining

our approach to responsible business

and our progress against our Responsible

Business Targets.


+	Visit ihgplc.com/responsible-business for further information.

Modern Slavery Statement

In accordance with the UK Modern

Slavery Act 2015, we have produced

a Modern Slavery Statement.


+	Visit ihgplc.com/reporting for further information.
	Visit ihgplc.com/reporting for further information.

Registrar

For information on a range of

shareholder services, including enquiries

concerning individual shareholdings,

notification of a shareholder’s change

of address and amalgamation of

shareholder accounts (in order to

avoid duplicate mailing of shareholder

communications), shareholders should

contact the Company’s Registrar,

Equiniti, on +44 (0) 371 384 2030a.

Dividend services

Dividend Reinvestment Plan (DRIP)

The Company offers a DRIP for

shareholders to purchase additional

IHG shares with their cash dividends.

For further information about the DRIP,

please contact our Registrar helpline

on +44 (0) 371 384 2030a.


+	Visit shareview.co.uk/info/drip for a DRIP application form and information booklet.

Bank mandate

We encourage shareholders to have

their dividends paid directly into their

UK bank or building society accounts,

to ensure efficient payment and clearance

of funds on the payment date. For

further information, please contact

our Registrar (see page 302).

Overseas payment service

It is also possible for shareholders

to have their dividends paid directly to

their bank accounts in a local currency.

Charges are payable for this service.


+	Visit shareview.co.uk/info/ops for further information.
	Visit shareview.co.uk/info/ops for further information.

Out-of-date/unclaimed dividends

If you think that you have out-of-date

dividend cheques or unclaimed dividend

payments, please contact our Registrar

(see page 302).

Individual Savings Account (ISA)

Equiniti offers a Stocks and Shares ISA

that can invest in IHG shares.

For further information, please contact

Equiniti on +44 (0) 371 384 2030a.

Share-dealing services

Equiniti offers the following

share-dealing facilities:

Postal dealing

+44 (0) 371 384 2030

from the UK and overseasa

Telephone dealing

For more information,

call +44 (0) 371 384 2030a

Internet dealing

Visit shareview.co.uk for

more information.

Changes to the base cost

of IHG shares

Details of all the changes to the base

cost of IHG shares held from April 2004

to January 2019, for UK Capital Gains

Tax purposes, may be found on

our website at ihgplc.com/investors

under Shareholder centre in the Tax

information section.

Shareholder security

Many companies have become

aware that their shareholders have

received unsolicited telephone calls or

correspondence concerning investment

matters. These are typically from

‘brokers’ who target UK shareholders,

offering to sell them what often turn out

to be worthless or high-risk shares in

US or UK investments. These operations

are commonly known as ‘boiler rooms’.

More detailed information on this

or similar activity can be found at

fca.org.uk/consumers on the Financial

Conduct Authority website.

Details of any share dealing facilities

that the Company endorses will be

included in Company mailings.

Trading markets

The principal trading market for the

Company’s ordinary shares is the London

Stock Exchange (LSE). The ordinary

shares are also listed on the NYSE, trading

in the form of ADSs evidenced by ADRs.

Each ADS represents one ordinary share.

The Company has a sponsored ADR

facility with J.P. Morgan Chase Bank,

N.A., as ADR Depositary.

American Depositary Receipts (ADRs)

The Company’s shares are listed

on the NYSE in the form of American

Depositary Shares, evidenced by ADRs

and traded under the symbol ‘IHG’.

Each ADR represents one ordinary share.

All enquiries regarding ADR holder

accounts and payment of dividends

should be directed to J.P. Morgan Chase

Bank, N.A., our ADR Depositary bank

(contact details shown on page 302).

Documents on display

Documents referred to in this Annual

Report and Form 20-F that are filed

with the SEC can be found at the SEC’s

public reference room located at 100 F

Street, NE Washington, DC 20549. For

further information and copy charges

please call the SEC at 1-800-SEC-0330.

The SEC maintains a website that

contains reports, proxy and information

statements, and other information

regarding issuers that file electronically

and the Company’s SEC filings since

22 May 2002 are also publicly available

through the SEC’s website at sec.gov

Copies of the Company’s Articles of

Association can be obtained via the

website at ihgplc.com/investors under

Corporate governance or from the

Company’s registered office on request.

a.Lines are open from 08:30 to 17:30 Monday to Friday, excluding UK public holidays.



302	IHG	Annual Report and Form 20-F 2025



	Contacts

Registered office

IHG Hotels & Resorts,

1 Windsor Dials,

Arthur Road,

Windsor, SL4 1RS,

United Kingdom

Telephone:

+44 (0) 1753 972 000

ihgplc.com

For general information about the

Group’s business, please contact

the Corporate Affairs department

at the above address. For all other

enquiries, please contact the

Company Secretary’s office at

the above address.

Registrar

Equiniti, Aspect House,

Spencer Road, Lancing,

West Sussex,

BN99 6DA,

United Kingdom

Telephone:

+44 (0) 345 607 6838

shareview.co.uk

b.+ Denotes international access code.

00 or 011 in most countries.

a.Toll charges apply.

b.Universal international freephone number.

c.International calling rates may apply.

ADR Depositary

JPMorgan Chase Bank, N.A.

270 Park Avenue, Floor 8

New York, NY 10017

Attn: Depositary Receipts Group

United States of America

Telephone:

+1 800 990 1135 (US Calls) (Toll-free)

+1 651 453 2128 (non-US Calls)

Auditor

PricewaterhouseCoopers LLP

Investment bankers

BofA Securities

Goldman Sachs

Solicitors

Freshfields LLP

Stockbrokers

BofA Securities

IHG® One Rewards

If you wish to enquire about, or join,

IHG Rewards, visit ihg.com/onerewards

or telephone:

EMEAA

+800 2222 7172b

(Austria, Belgium, Denmark,

Finland, France, Germany, Hungary,

Ireland, Israel, Italy, Luxembourg,

Netherlands, Norway, Portugal,

Spain, Sweden, Switzerland and UK)

+44 1950 499004c

(all other countries/regions

in Europe and Africa)

+973 6 500 9 296a (Middle East)

+800 2222 7172b

(Australia, Japan, Korea, Malaysia,

New Zealand, Philippines,

Singapore and Thailand)

+632 8857 8788c

(all other countries/regions

in Asia Pacific)

Americas

+1 888 211 9874 (US and Canada)

+1 800 272 9273c (Mexico)

+1 801 975 3013c (Spanish)

(Central and South America)

+1 801 975 3063c (English)

(Central and South America)

Greater China

800 830 1128a or 021 20334848a

(Mainland China)

800 965 222 (Hong Kong)

0800 738 (Macau)

0800 149 1963 (Taiwan)



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Printed by Park Communications, a Carbon Neutral Company, on FSC® certified paper.

Park works to the EMAS standard and its Environmental Management System is certified to ISO 14001.

This publication has been manufactured using 100% offshore wind electricity sourced from UK wind.

100% of the inks used are vegetable oil based, 95% of press chemicals are recycled for further use and,

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100% recycled fibre.

The FSC® label on this product ensures responsible use of the world’s forest resources.


Governance
Chair’s overview	116
Changes to the Board, and its Committees, and Executive Committee	117
Board and Committee membership and attendance in 2025	117
Our Board of Directors	118
Our Executive Committee	120
Governance structure	122
Board activities	123
Key areas of focus during the year	123
Key matters discussed in 2025 and Section 172 statement	124
Our shareholders and investors	126
Board performance review	127
Audit Committee Report	128
Responsible Business Committee Report	134
Nomination Committee Report	136
Directors’ Remuneration Report	138
Statement of compliance	162
Group Financial Statements
Statement of Directors’ Responsibilities	165
Independent Auditors’ US Report	174
Group Financial Statements	176
Group income statement	176
Group statement of comprehensive income	177
Group statement of changes in equity	178
Group statement of financial position	181
Group statement of cash flows	182
Accounting policies	183
Notes to the Group Financial Statements	195


+	Keep up to date and find out more at: ihgplc.com/en/investors



Luxury & Lifestyle
	27	11	242	31	85	191
	open	open	open	open	open	open

	39	12	104	45	69	131
	pipeline	pipeline	pipeline	pipeline	pipeline	pipeline


Culture		Journey to Tomorrow			Additional information
Values	56	Making stays more sustainable		60	Transition plan	75
Structure and governance	56	Our people		62	Managing climate risks and opportunities	77
Code of conduct	56	Our communities		68	Managing climate risks and opportunities	77
Responsible procurement	57	Our planet	Carbon and energy	70	Streamlined Energy and Carbon Reporting (SECR)	82
			Waste	72	Streamlined Energy and Carbon Reporting (SECR)	82
			Water	73


+	The performance review should be read in conjunction with the Non-GAAP reconciliations on pages 250 to 256 and the Glossary on pages 297 to 299.


	In this section
	Chair’s overview	116
	Changes to the Board, and its Committees, and Executive Committee	117
	Board and Committee membership and attendance in 2025	117
	Our Board of Directors	118
	Our Executive Committee	120
	Governance structure	122
	Board activities	123
	Key areas of focus during the year	123
	Key matters discussed in 2025 and Section 172 statement	124
	Our shareholders and investors	126
	Board Performance Review	127
	Audit Committee Report	128
	Responsible Business Committee Report	134
	Nomination Committee Report	136
	Directors’ Remuneration Report	138
	Statement of compliance	162



	Audited information
	Content contained within a tinted panel highlighted with an ‘Audited’ tab indicates that all the information within the panel is audited.


¢	Salary
¢	Benefits
¢	Pension benefit
¢	Annual Performance Plan (APP) (up to 70% paid in cash with a minimum of 30% deferred into shares)
¢	Long Term Incentive Plan (LTIP) – before share price appreciation
¢	Share price appreciation


	Land and buildings	Fixtures, fittings and equipment	Total
	$m	$m	$m
Cost
At 1 January 2024	111	300	411
Additions	–	27	27
Fully depreciated assets written off	(3)	(27)	(30)
Disposals	(8)	(8)	(16)
Exchange and other adjustments	(1)	(4)	(5)
At 31 December 2024	99	288	387
Additions	–	28	28
Fully depreciated assets written off	–	(32)	(32)
Disposals	–	(1)	(1)
Exchange and other adjustments	–	10	10
At 31 December 2025	99	293	392
Depreciation and impairment
At 1 January 2024	(54)	(204)	(258)
Provided	(3)	(21)	(24)
System Fund expense	–	(4)	(4)
Impairment reversal	–	3	3
Fully depreciated assets written off	3	27	30
Disposals	–	8	8
Exchange and other adjustments	1	3	4
At 31 December 2024	(53)	(188)	(241)
Provided	(3)	(24)	(27)
System Fund expense	–	(3)	(3)
Impairment charge	(1)	–	(1)
Fully depreciated assets written off	–	32	32
Disposals	–	1	1
Exchange and other adjustments	–	(5)	(5)
At 31 December 2025	(57)	(187)	(244)

Net book value
At 31 December 2025	42	106	148
At 31 December 2024	46	100	146
At 1 January 2024	57	96	153


	Land and buildings	Investment property	Other	Total
	$m	$m	$m	$m
Cost
At 1 January 2024	534	52	3	589
Additions and other remeasurements	28	–	5	33
Transfers to finance lease receivable	(13)	(14)	(4)	(31)
Terminations	(11)	–	(1)	(12)
Exchange and other adjustments	(5)	–	–	(5)
At 31 December 2024	533	38	3	574
Additions and other remeasurements	16	–	1	17
Terminations	(2)	–	–	(2)
Exchange and other adjustments	8	–	–	8
At 31 December 2025	555	38	4	597
Depreciation and impairment
At 1 January 2024	(266)	(49)	(1)	(316)
Provided	(21)	–	(1)	(22)
System Fund expense	2	–	–	2
Transfers to finance lease receivable	8	13	–	21
Terminations	11	–	1	12
Exchange and other adjustments	5	–	–	5
At 31 December 2024	(261)	(36)	(1)	(298)
Provided	(23)	–	(1)	(24)
System Fund expense	(1)	–	–	(1)
Impairment charge	(1)	–	–	(1)
Terminations	2	–	–	2
Exchange and other adjustments	(6)	–	–	(6)
At 31 December 2025	(290)	(36)	(2)	(328)

Net book value
At 31 December 2025	265	2	2	269
At 31 December 2024	272	2	2	276
At 1 January 2024	268	3	2	273


		Discount at issue	2025	2024
	Maturity date	%	$m	$m
Current
Bank overdrafts (note 17)	n/a	n/a	3	17
£300m 3.750% bonds 2025	14 August 2025	0.986	–	381
£350m 2.125% bonds 2026	24 August 2026	0.550	475	–
			478	398

Non‑current
£350m 2.125% bonds 2026	24 August 2026	0.550	–	441
€500m 2.125% bonds 2027	15 May 2027	0.470	594	526
£400m 3.375% bonds 2028	8 October 2028	1.034	539	502
€600m 4.375% bonds 2029	28 November 2029	0.098	705	623
€850m 3.375% bonds 2030	10 September 2030	0.483	1,000	–
€750m 3.625% bonds 2031	27 September 2031	0.116	885	784
			3,723	2,876
Total loans and other borrowings			4,201	3,274

Denominated in the following currencies:
Sterling			1,014	1,324
US dollars			3	16
Euros			3,184	1,933
Other			–	1
			4,201	3,274


	2025	2024
Movement in net debt	$m	$m
Net increase/(decrease) in cash and cash equivalents, net of overdrafts	94	(269)

Add back financing cash flows in respect of other components of net debt:
Principal element of lease payments	30	46
Issue of long-term bonds	(990)	(834)
Repayment of long-term bonds	403	547
Settlement of currency swaps	–	45
Drawdown of Revolving Credit Facility	(75)	–
Repayment of Revolving Credit Facility	75	–
	(557)	(196)
Increase in net debt arising from cash flows	(463)	(465)

Other movements:
Lease liabilities	(19)	(36)
Increase in accrued interest	(2)	(6)
Exchange and other adjustments	(67)	(3)
	(88)	(45)
Increase in net debt	(551)	(510)
Net debt at beginning of the year	(2,782)	(2,272)
Net debt at end of the year	(3,333)	(2,782)


		2025
2025 Interim dividend
Ex-dividend date – Ordinary shares		21 August
Ex-dividend date – ADRs		22 August
Record date		22 August
Payment date		2 October

		2026
2025 Final dividend of 125.9¢ per ordinary sharea
Ex-dividend date – Ordinary shares		9 April
Ex-dividend date – ADRs		10 April
Record date		10 April
Payment date		14 May


		2025
Financial year end		31 December

		2026
Announcement of Preliminary Results for 2025		17 February
Announcement of 2026 First Quarter Trading Update		7 May
Annual General Meeting		7 May
Announcement of Half-Year Results for 2026		11 August
Announcement of 2026 Third Quarter Trading Update		22 October
Financial year end		31 December

		2027
Announcement of Preliminary Results for 2026		February