Choice Hotels (NYSE: CHH) shifts leadership, appoints interim CEO and reaffirms 2026 outlook

Rhea-AI Filing Summary

Choice Hotels International announced a CEO transition. Patrick S. Pacious has stepped down as President and Chief Executive Officer and will serve as an advisor through August 31, 2026 to support the handover.

The Board appointed Dominic E. Dragisich, Chief Growth & Strategy Officer, as Interim CEO effective May 20, 2026, and launched a search for a permanent CEO, considering internal and external candidates. In connection with his new role, Dragisich will receive a $500,000 cash bonus payable on December 31, 2026, contingent on continued employment, and a time-vesting restricted stock unit award valued at $500,000 that vests on the one-year anniversary of grant.

Under a transition and separation agreement, Pacious will continue to receive salary, benefits and continued vesting of incentive compensation during the transition period, with separation benefits generally aligned to his previously disclosed severance arrangements. The company also reaffirmed its full-year 2026 financial outlook.

Insights

Corporate governance analyst

CEO transition with internal interim leader and reaffirmed 2026 outlook.

Choice Hotels is implementing a leadership change as longtime CEO Patrick Pacious steps down and becomes an advisor through August 31, 2026. The Board named insider Dominic Dragisich, currently Chief Growth & Strategy Officer and former CFO, as Interim CEO effective immediately.

Compensation for Dragisich includes a $500,000 cash bonus payable on December 31, 2026, subject to continued employment, and a $500,000 restricted stock unit grant that vests after one year, aligning incentives with short-term continuity and performance. Pacious receives salary, benefits and equity vesting during the transition under a separation agreement consistent with prior severance terms.

The company reaffirmed its full-year 2026 financial outlook, signaling that the leadership change does not alter current financial expectations disclosed on April 30, 2026. Actual impact will depend on the Board’s CEO search outcome and how effectively the transition is managed over the coming months.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Interim CEO cash bonus: $500,000 Interim CEO RSU grant: $500,000 Advisor period end date: August 31, 2026 +3 more

6 metrics

Interim CEO cash bonus $500,000 Cash bonus payable December 31, 2026, subject to continued employment

Interim CEO RSU grant $500,000 Time-vesting restricted stock units vesting one year after grant

Advisor period end date August 31, 2026 Pacious serves as advisor through this date

Hotels in system Over 7,500 hotels Global portfolio size in 51 countries and territories

Rooms in system More than 650,000 rooms Total rooms across the Choice Hotels portfolio

Number of brands 22 brands Range from upper upscale to economy properties

Key Terms

Interim Chief Executive Officer, restricted stock unit, equity incentive plans, adjusted EBITDA, +1 more

5 terms

Interim Chief Executive Officer financial

"has appointed Dominic Dragisich, Chief Growth & Strategy Officer, as Interim Chief Executive Officer"

restricted stock unit financial

"a time-vesting restricted stock unit award valued at $500,000 that will vest"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

equity incentive plans financial

"previously granted and unvested equity awards under the Company’s equity incentive plans"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

adjusted EBITDA financial

"and more than doubled adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

forward-looking statements regulatory

"Information set forth herein includes “forward-looking statements.”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

CHOICE HOTELS INTERNATIONAL INC /DE false 0001046311 0001046311 2026-05-20 2026-05-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 20, 2026

CHOICE HOTELS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-13393		52-1209792
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)
915 Meeting Street
Suite 600
North Bethesda, Maryland				20852
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (301) 592-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Ticker Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, Par Value $0.01 per share		CHH		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, 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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 20, 2026, Choice Hotels International, Inc. (the “Company”) announced a leadership transition under which Patrick S. Pacious will step down as the Company’s President & Chief Executive Officer (“CEO”), effective May 20, 2026. Mr. Pacious will serve as an advisor to the Company through August 31, 2026 (the “Transition Period”) to support the leadership transition. The Company’s Board of Directors (the “Board”) has established a search committee to conduct a search for a permanent CEO of the Company.

On May 20, 2026, the Board appointed Dominic E. Dragisich, the Company’s Chief Growth & Strategy Officer, as the Company’s Interim CEO, effective May 20, 2026. In connection with his appointment, Mr. Dragisich will receive a cash bonus of $500,000 to be paid on December 31, 2026, subject to his continued employment through such date, and a time-vesting restricted stock unit award valued at $500,000 that will vest in full on the one-year anniversary of the award’s grant date.

Mr. Dragisich, age 44, has served as Chief Growth & Strategy Officer since March 24, 2026. Previously, Mr. Dragisich served as Executive Vice President, Operations and Chief Global Brand Officer from September 2023 to March 2026 and Chief Financial Officer from March 2017 to September 2023. Prior to joining the Company, he was employed by XO Communications as Chief Financial Officer from July 2015 to February 2017 and Vice President, Financial Planning and Analysis and Strategic Finance from September 2014 to July 2015. Before that, he held several management positions at Marriott International, NII Holdings, Inc., and Deloitte from 2004 to 2014.

Mr. Dragisich has no family relationships with any director or executive officer of the Company. There are no arrangements or understandings between Mr. Dragisich and any other person pursuant to which Mr. Dragisich was selected as the Company’s Interim CEO, and there are no transactions involving Mr. Dragisich that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with the leadership transition, the Company and Mr. Pacious entered into a transition and separation agreement (the “Separation Agreement”) on May 20, 2026. Pursuant to the Separation Agreement, during the Transition Period, Mr. Pacious will continue to receive his base salary, along with continuation of all employee benefits and perquisites (other than use of corporate aircraft for personal travel) that he was eligible to receive prior to his transition, and Mr. Pacious will continue to vest in his short-term incentive plan cash bonus in accordance with the written terms of the Company’s short-term incentive plan. During the Transition Period, Mr. Pacious will also be entitled to continue to vest in accordance with the written terms of previously granted and unvested equity awards under the Company’s equity incentive plans.

Pursuant to the Separation Agreement, and subject to his satisfaction of its terms following the Separation Date (as defined below), Mr. Pacious will be entitled to the following payments and benefits, which are substantially the same as the payments and benefits payable under his previously agreed to and disclosed Severance Benefit Agreement, as amended, effective May 24, 2022:

• cash severance equal to 200% of the sum of Mr. Pacious’s base salary and target annual bonus, plus a pro rata bonus for the 2026 fiscal year (based on the actual attainment level for the Company’s objectives and a 100% achievement of the individual objectives);

• continued vesting in all unvested equity awards granted after May 5, 2011, for a two-year period commencing on August 31, 2026, or such earlier date that Mr. Pacious’s employment with the Company actually terminates (the “Separation Date”), other than Mr. Pacious’s 2022 time-based and performance-based restricted stock unit awards, which will vest pro rata based on his period of employment through the Separation Date;

• eligibility to receive monthly cash payments equal to the cost of premiums for coverage comparable to the Company’s health and welfare insurance coverage (less the premium amount paid by active employees of the Company) from the Separation Date until September 30, 2032, to the extent that Mr. Pacious is not eligible for coverage under another employer’s plans;

• continued “Stay at Choice” benefits for the remainder of 2026 of up to $40,000, and thereafter through 2037, an annual benefit of $25,000, in all cases without any tax gross-up; and

• reimbursement of up to $50,000 in fees for legal counsel and public relations advisors in connection with the Separation Agreement and related announcements.

Each of the Company and Mr. Pacious is providing a release of claims and Mr. Pacious has agreed to comply with obligations to which Mr. Pacious is subject that are intended to survive the termination of his employment with the Company, including, without limitation, confidentiality, non-competition, non-solicitation, non-disparagement, and other customary terms and conditions.

The foregoing summary description of the terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is filed as Exhibit 10.1 hereto.

A copy of the press release regarding this announcement is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1		Separation Agreement, dated May 20, 2026, between Choice Hotels International, Inc. and Patrick S. Pacious
Exhibit 99.1		Press Release of the Company, dated May 20, 2026
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 20, 2026						/s/ Jeffrey W. Lobb
						Jeffrey W. Lobb
						Senior Vice President, General Counsel & Secretary

Exhibit 99.1

Choice Hotels International Announces CEO Transition

Patrick Pacious Steps Down as President and Chief Executive Officer

Chief Growth & Strategy Officer Dominic Dragisich Appointed Interim Chief Executive Officer

Company Reaffirms Full Year 2026 Financial Guidance

NORTH BETHESDA, Md., May 20, 2026 – Choice Hotels International, Inc. (“Choice Hotels” or “the Company”) (NYSE: CHH), one of the world’s largest lodging franchisors, today announced a leadership transition under which Patrick Pacious will step down as President and Chief Executive Officer. Pacious will serve as an advisor to the Company through August 31, 2026, to support the transition. The Company’s Board of Directors has appointed Dominic Dragisich, Chief Growth & Strategy Officer, as Interim Chief Executive Officer, effective May 20, 2026.

The Board will conduct a comprehensive search in partnership with a leading executive search firm to identify the Company’s next Chief Executive Officer and will consider all qualified internal and external candidates.

Over the course of his nearly 21-year tenure with Choice Hotels, including as President and Chief Executive Officer since 2017, Pacious has led a period of significant growth and transformation for the Company. Under his leadership, Choice Hotels expanded its portfolio from 11 to 22 brands, grew its presence in the upscale and extended-stay segments through the acquisitions of WoodSpring Suites and Radisson Hotels Americas, established a high growth direct franchising international platform, advanced franchisee-focused technology and digital initiatives, and more than doubled adjusted EBITDA.

“Leading Choice Hotels has been the greatest privilege of my career,” said Pacious. “Together, we have built a higher-quality portfolio of hotels, a more accretive, diverse pipeline, and a capital-light model that enables the Company to capture significant opportunities ahead. Having laid the foundation for a customer-centric, AI-enabled business, in alignment with our long-term strategic plan, now is the right time for a new leader to guide Choice Hotels into its next phase of growth. I look forward to partnering with the Board, Dom and the entire leadership team to facilitate a smooth transition.”

“Pat’s leadership has helped define a new era for Choice Hotels. Through strategic acquisitions, disciplined portfolio growth, international expansion, and a relentless focus on franchisee success, Choice has become a more resilient and diversified company,” said Stewart W. Bainum, Jr., Chairman of the Board of Directors for Choice Hotels International. “On behalf of the Board, the Bainum family and other shareholders, we thank Pat for his leadership, vision, and many contributions.”

Bainum added, “Choice Hotels is a stronger Company today with a solid operational and financial foundation, a talented leadership team and significant long-term growth potential. The Board has full confidence in Dom’s leadership and the Company’s continued momentum as we conduct a comprehensive search process for Choice’s next CEO.”

Before becoming Chief Growth & Strategy Officer, Dragisich previously served as EVP, Operations and Chief Global Brand Officer and as the Company’s Chief Financial Officer from 2017 to 2023. Dragisich has helped lead the Company’s strategic evolution, overseeing transformative acquisitions and other major growth initiatives to enhance long-term value.

“I am honored to step into the role of Interim CEO and look forward to building on the Company’s strong foundation. We remain focused on delivering long-term value for our franchisees and shareholders and creating great experiences for our guests and associates,” said Dragisich.

Reaffirms Full-Year 2026 Outlook

In connection with today’s announcement, the Company is reaffirming its full-year 2026 financial outlook provided in the Company’s first quarter 2026 earnings results reported on April 30, 2026. The Company remains focused on executing its strategic priorities, driving franchisee success, and delivering long-term shareholder value.

About Choice Hotels^®

Choice Hotels International, Inc. (NYSE: CHH), is one of the largest lodging franchisors in the world, with over 7,500 hotels, representing more than 650,000 rooms, in 51 countries and territories. A wide-ranging portfolio of 22 brands that includes full-service upper upscale, midscale, extended stay, and economy properties enables Choice^® to meet travelers’ needs in more places and for more occasions while driving more value for franchise owners and shareholders. The award-winning Choice Privileges^® rewards program and co-brand credit card options provide members with a fast and easy way to earn reward nights and personalized perks. For more information, visit www.choicehotels.com.

Forward-looking Statements

Information set forth herein includes “forward-looking statements.” Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as “expect,” “estimate,” “believe,” “anticipate,” “should,” “will,” “forecast,” “plan,” “project,” “assume,” or similar words of futurity. All statements other than historical facts are forward-looking statements. These forward-looking statements are based on management’s current beliefs, assumptions, and expectations regarding future events, which in turn are based on information currently available to management. Such statements may relate to Choice’s financial outlook, adjusted EBITDA, leadership transition process, strategic plans, artificial intelligence technologies, value creation, growth rate and plans related thereto, among other matters. We caution you not to place undue reliance on any such forward-looking statements. Forward-looking statements do not guarantee future performance and involve known and unknown risks, uncertainties, and other factors.

Several factors could cause our actual results, performance or achievements to differ materially from those expressed in or contemplated by the forward-looking statements. Such risks include, but are not limited to, changes to general, U.S. and foreign economic conditions, including access to liquidity and capital; changes in consumer demand and confidence, including consumer discretionary spending and the demand for travel, transient and group business; the timing and amount of future dividends and share repurchases; future U.S. or global outbreaks of epidemics, pandemics or contagious diseases or fear of such outbreaks, and the related impact on the global hospitality industry, particularly but not exclusively the U.S. travel market; changes in law and regulation applicable to the travel, lodging or franchising industries, including with respect to the status of our relationship with employees of our franchisees; the potential impact of new laws and regulations generally, including, without limitation, those relating to taxes, wages, labor and immigration; foreign currency fluctuations; changes in global interest rates and rate differentials; variability and unpredictability in trade relations, sanctions, tariffs or other trade controls; the federal government funding lapse and related government shutdowns; impairments or declines in the value of our assets; our assumptions underlying our critical accounting estimates; operating risks common in the travel, lodging or franchising industries; changes to the desirability of our brands as viewed by hotel operators and customers; changes to the terms or termination of our contracts with franchisees and our relationships with our franchisees; our ability to keep pace with improvements in technology utilized for our marketing and reservation systems and other operating systems; our ability to grow our franchise system; exposure to risks related to our hotel development, financing, franchise agreement acquisition costs and ownership activities; exposures to risks associated with our investments in new businesses; fluctuations in the supply and demand for hotel rooms; our ability to realize anticipated benefits from acquired businesses; impairments or losses relating to acquired businesses; the level of acceptance of alternative growth strategies we may implement; the impact of inflation; cyber security and data breach risks; introduction and integration of artificial intelligence technologies; climate change; our sustainability strategy; ownership and financing activities; hotel closures or financial difficulties of our franchisees; operating risks associated with our international operations; political instability, conflicts and terrorism; labor shortages; the outcome of litigation; and our ability to effectively manage our indebtedness and secure our indebtedness.

These and other risk factors are discussed in detail in the company’s filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact

Allie Summers, Senior Director, Investor Relations

IR@choicehotels.com

Media Contact

Dana Stambaugh, Senior Director, Strategic Communications & PR

MediaRelations@choicehotels.com

FAQ

What CEO change did Choice Hotels (CHH) announce on May 20, 2026?

Choice Hotels announced that Patrick S. Pacious stepped down as President and CEO and will serve as an advisor through August 31, 2026. The Board appointed Chief Growth & Strategy Officer Dominic E. Dragisich as Interim CEO effective May 20, 2026, while it conducts a comprehensive CEO search.

Who is Dominic Dragisich, the new Interim CEO of Choice Hotels (CHH)?

Dominic E. Dragisich is Choice Hotels’ Interim CEO and Chief Growth & Strategy Officer. He previously served as Chief Financial Officer from 2017 to 2023 and later as EVP, Operations and Chief Global Brand Officer, helping lead acquisitions and growth initiatives that supported the company’s strategic evolution.

What compensation will Choice Hotels’ Interim CEO receive for his new role?

Interim CEO Dominic Dragisich will receive a $500,000 cash bonus payable December 31, 2026, contingent on continued employment, and a time-vesting restricted stock unit award valued at $500,000. The RSUs vest in full on the one-year anniversary of the grant date, aligning his incentives with near-term performance.

How long will Patrick Pacious remain involved with Choice Hotels (CHH)?

Patrick Pacious will serve as an advisor to Choice Hotels through August 31, 2026, under a transition and separation agreement. During this transition period, he continues to receive base salary, benefits and vesting of short-term incentive and equity awards, consistent with previously disclosed severance arrangements.

Did Choice Hotels (CHH) change its 2026 financial outlook with the CEO transition?

No, Choice Hotels reaffirmed its full-year 2026 financial outlook in connection with the CEO transition announcement. The company referenced guidance originally provided with its first quarter 2026 earnings on April 30, 2026, indicating that current financial expectations remain unchanged despite the leadership change.

How large is the Choice Hotels (CHH) global franchise system today?

Choice Hotels reports a portfolio of over 7,500 hotels, representing more than 650,000 rooms across 51 countries and territories. Its 22-brand lineup spans full-service upper upscale, midscale, extended stay and economy properties, aiming to serve a broad range of traveler needs and franchise owner profiles.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 13.2 KB

Agreements & Contracts

• EX-10.1 EX-10.1 66.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB