Choice Hotels Intl Inc SEC Filings

Choice Hotels (CHH) Q2-25 10-Q highlights:

• Revenue slipped 2% YoY to $426.4 M as softer franchise & management fees (-1.5%) and lower reimbursable cost revenue offset modest growth at owned hotels.
• Operating income fell 6% to $124.6 M; net income declined 6% to $81.7 M; diluted EPS down to $1.75 from $1.80.
• First-half (6M) results improved: revenue -1% to $759.3 M, but operating income +6% to $204.5 M and net income +7% to $126.3 M; diluted EPS $2.68 vs $2.41.
• Operating cash flow rose 2% to $116.1 M; capex (owned hotels & other) increased to $84.0 M, driving FCF lower.
• Debt climbed to $1.90 B (up $131.6 M YTD) as the company tapped its $1 B revolver (outstanding $470 M, avg rate 5.7%). Cash grew to $58.6 M.
• Share purchases totaled $112.8 M, shrinking diluted shares to 46.6 M and pushing shareholders’ deficit to $26.2 M.
• Subsequent events: acquired remaining 50% of Choice Hotels Canada for ~$112 M (cash & revolver funding) and formed a $71.6 M Everhome Suites JV backed by a limited $11.5 M guarantee.
• Effective tax rate Q2 24.7%; quarterly dividend maintained at $0.2875.

Key metrics: Q2 RevPAR & ADR not disclosed in filing excerpt; royalty revenue (core fee stream) $177.1 M (-1.5%). Leverage: Net debt/annualized 6M-25 EBITDA ~3.6x (estimate).

Choice Hotels International (CHH) Form 4 filing: EVP & Chief Global Brands Officer Dominic Dragisich sold 2,500 common shares on 07/23/2025 at $136.45, generating roughly $0.34 million in proceeds. The disposition was executed under a Rule 10b5-1 trading plan adopted 11/25/2024 and modified 03/14/2025, indicating the trade was pre-scheduled rather than discretionary. After the sale, Dragisich still directly owns 68,381 shares of CHH.

The filing contains no derivative transactions and no other insider activity. There is no accompanying commentary on company operations, guidance, or financial performance. Given Choice Hotels’ ~50 million share count, the sale represents a de-minimis 0.005 % of outstanding shares and about 3.5 % of the insider’s reported holdings. Although insider selling can be perceived negatively, the modest size and 10b5-1 framework limit material signaling value.

On July 3 2025, Choice Hotels International (CHH) Executive Vice President & Chief Global Brands Officer Dominic Dragisich filed a Form 4 reporting a small, pre-planned insider transaction executed under a Rule 10b5-1 trading plan.

• Option exercise: 100 employee stock options were exercised at an $91.28 strike price. The option grant, originally issued in 2020 and fully vested by March 2 2024, would have expired on February 28 2030.
• Share sale: The same 100 shares were immediately sold on the open market at $132.47 per share, implying a gross spread of roughly $41.19 per share.
• Post-transaction holdings: Dragisich now directly owns 70,881 CHH common shares. No derivative securities remain from this grant after settlement.

The transaction affects only about 0.14% of the insider’s reported stake and does not materially change overall insider ownership levels. No earnings, operational updates, or other corporate events were disclosed in this filing.

Form 4 filing for Choice Hotels International Inc. (CHH) discloses that director Monte J. M. Koch purchased 834 shares of common stock on 07/03/2025 at a weighted-average price of $131.71. The filing indicates that the shares were bought in multiple transactions within the $131.28-$131.95 range. Following the purchase, Koch’s direct beneficial ownership rises to 20,511.74 shares. No derivative securities were involved in this transaction, and there are no dispositions reported. The transaction was reported individually (not jointly) and was filed on 07/07/2025.

Because the transaction represents an open-market insider purchase by a board member, it can be interpreted as a signal of personal confidence in the issuer; however, the total value of roughly $110,000 is relatively small compared with CHH’s typical trading volumes and market capitalization, limiting material impact.

Choice Hotels International, Inc. (CHH) – Form 4 filing

Director Gordon Smith reported the purchase of 1,214 CHH common shares on 07/03/2025 at a weighted-average price of $131.79 (multiple trades between $131.54 and $132.08). Following the acquisition, Smith’s direct beneficial ownership increased to 8,090.81 shares.

The filing shows an “A” (Acquired) transaction code, indicating an acquisition rather than a sale, and no derivative activity was reported. Smith is classified as a director and filed individually. No 10b5-1 plan was noted, suggesting the trade was discretionary.

• Transaction value: ≈ $160,000 (1,214 × $131.79)
• Ownership alignment: Director now holds roughly 8.1 k shares, modest but higher than before.
• Regulatory timing: Form submitted on 07/07/2025, within the two-day SEC deadline.

While the purchase is relatively small versus CHH’s market capitalization, insider buying by a board member is commonly viewed as a confidence signal and removes seller-concern overhang for this insider.