Choice Hotels (NYSE: CHH) revises executive severance, non-compete and change-in-control terms

Rhea-AI Filing Summary

Choice Hotels International, Inc. reported that on December 31, 2025 it entered into a new Non-Competition, Non-Solicitation and Severance Benefit Agreement (the “2025 SBA”) with Raul Ramirez, its Chief Segment and International Operations Officer. This updated agreement form was approved by the Human Capital and Compensation Committee and is expected to be used with future executive officers, subject to further approval.

The 2025 SBA updates the company’s prior 2023 agreement by shifting severance and certain health-care–related amounts to single lump sum payments, refining definitions such as “change in control” and “good reason,” adding a cooperation obligation in investigations, and confirming that all payments are subject to applicable tax withholding. It also reinforces employees’ rights to communicate with government agencies, references protections under the National Labor Relations Act and the Defend Trade Secrets Act, and expands provisions addressing Section 409A of the Internal Revenue Code.

On the same date, the company amended existing severance agreements with four executives—Dominic Dragisich, David Pepper, Scott Oaksmith and Simone Wu—so that certain change-in-control severance amounts subject to Section 409A would be paid in installments under normal payroll practices, while also updating tax withholding, protected rights, and Section 409A language to align generally with the 2025 SBA.

CHOICE HOTELS INTERNATIONAL INC / DE0001046311FALSE00010463112025-12-312025-12-31

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): December 31, 2025

  _____________________________________________________ 

 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						20852
Suite 600
North Bethesda,			Maryland
(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 December 31, 2025, Choice Hotels International, Inc. (the “Company”) entered into a Non-Competition, Non-Solicitation and Severance Benefit Agreement with Raul Ramirez, the Company’s Chief Segment and International Operations Officer. The agreement entered into with Mr. Ramirez is an updated form of Non-Competition, Non-Solicitation and Severance Benefit Agreement (the “2025 SBA”) approved by the Human Capital and Compensation Committee of the Board of Directors of the Company. The 2025 SBA is expected to be used with future executive officers of the Company, subject to further approval by the Committee.

The 2025 SBA is substantially similar to the Company’s prior form of Non-Competition, Non-Solicitation and Severance Benefit Agreement (the “2023 SBA”) but amends the 2023 SBA by, among other things:

•providing that, consistent with the Company’s broad-based severance benefit plan that applies generally to employees of the Company, all severance payments payable under a 2025 SBA will be paid in a single lump sum and providing for a single lump sum payment in lieu of contributions to the cost of health care continuation following termination of employment;

•clarifying the definitions of certain defined terms, including “change in control” and “good reason”;

•adding a new cooperation provision requiring that the employee be reasonably available and cooperate with the Company in any internal or other investigation and/or any administrative, regulatory, or judicial inquiry, investigation, proceeding, or arbitration;

•clarifying that all amounts payable shall be subject to all applicable tax withholding;

•clarifying that the agreement does not restrict the employee’s rights to communicate with government agencies or participate in investigations, affirming rights under the National Labor Relations Act and providing notice under the Defend Trade Secrets Act regarding protected disclosures of trade secrets in certain contexts;

•adding a more detailed provision addressing Section 409A of the Internal Revenue Code (“Section 409A”) matters; and

•making certain other conforming and administrative clarifications.

On the same date, the Company also entered into amendments to the existing Non-Competition, Non-Solicitation and Severance Benefit Agreement (an “Agreement”) with each of Dominic Dragisich, David Pepper, Scott Oaksmith and Simone Wu (each, an “Amendment”) to provide that, to the extent necessary to comply with Section 409A of the Code, any amount of severance payable in connection with a change in control (as defined in the Agreement) that is determined not to be exempt from Section 409A shall be paid in installments in accordance with the Company’s normal payroll practices. The Amendments also clarify that all amounts payable under an Agreement are subject to all applicable tax withholding and add expanded and updated provisions related to protected rights and Section 409A, generally consistent with the 2025 SBA.

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:

December 31, 2025

/s/ Simone Wu

Simone Wu

Senior Vice President, General Counsel, Corporate Secretary & External Affairs

FAQ

What executive agreement did Choice Hotels International (CHH) enter into on December 31, 2025?

On December 31, 2025, Choice Hotels International, Inc. entered into a new Non-Competition, Non-Solicitation and Severance Benefit Agreement, referred to as the 2025 SBA, with Raul Ramirez, its Chief Segment and International Operations Officer. This updated agreement form was approved by the Human Capital and Compensation Committee and is expected to be used with future executive officers, subject to further approval.

How does the new 2025 SBA for CHH executives change severance payments?

The 2025 SBA provides that all severance payments will be made in a single lump sum, consistent with the company’s broad-based severance plan. It also provides a single lump sum payment in lieu of contributions to the cost of health care continuation following termination of employment, replacing prior structures used in the earlier 2023 form.

What key definitions were clarified in Choice Hotels International’s 2025 SBA?

The 2025 SBA clarifies the definitions of certain terms, including “change in control” and “good reason”. These clarifications are designed to provide more precise triggers and conditions for severance and related rights compared to the prior 2023 agreement form.

What cooperation obligations does the new CHH 2025 SBA impose on executives?

The 2025 SBA adds a new cooperation provision requiring the employee to be reasonably available and cooperate with the company in any internal or other investigation and in any administrative, regulatory, or judicial inquiry, investigation, proceeding, or arbitration.

How does the 2025 SBA address tax withholding and government communications for CHH executives?

The 2025 SBA clarifies that all amounts payable are subject to all applicable tax withholding. It also confirms that the agreement does not restrict the employee’s rights to communicate with government agencies or participate in investigations, affirms rights under the National Labor Relations Act, and includes Defend Trade Secrets Act notice regarding protected disclosures of trade secrets in certain contexts.

What changes were made to existing severance agreements for other CHH executives?

On the same date, Choice Hotels entered into amendments to existing Non-Competition, Non-Solicitation and Severance Benefit Agreements with Dominic Dragisich, David Pepper, Scott Oaksmith and Simone Wu. The amendments provide that, to the extent needed to comply with Section 409A of the Internal Revenue Code, severance payable in connection with a change in control that is not exempt from Section 409A will be paid in installments under the company’s normal payroll practices, and they update tax withholding, protected rights, and Section 409A provisions generally consistent with the 2025 SBA.