Every 8-K that Choice Hotels Intnl. (CHH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CHH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CHH filings page.
CHOICE HOTELS INTERNATIONAL, INC. (CHH) announced that its Board appointed Dominic E. Dragisich as President and Chief Executive Officer and as a director, effective August 31, 2026, for a term expiring at the 2027 Annual Meeting of Shareholders. He has served as Interim CEO since May 20, 2026 and previously held senior roles including Chief Financial Officer, Executive Vice President, Operations and Chief Global Brand Officer, and Chief Growth & Strategy Officer. In connection with this appointment, former President and CEO Patrick S. Pacious resigned from the Board effective August 31, 2026, coinciding with the end of his transitional advisory role. Dragisich’s CEO compensation package includes a $1,000,000 base salary, a short-term incentive target of 150% of base salary, at least $4,000,000 target 2027 long‑term equity award value, acceleration of a $500,000 cash bonus, and a one-time $1,000,000 restricted stock unit grant that cliff vests on the third anniversary of grant, along with an amended non‑competition, non‑solicitation and severance benefit agreement effective August 31, 2026.
Choice Hotels International, Inc. (CHH) disclosed that on August 28, 2026 it entered into a new $500 million senior unsecured term loan credit agreement with a syndicate of lenders, with Wells Fargo Bank, National Association as administrative agent. The Term Loan matures on August 28, 2029, with an optional one-year extension the company may request, subject to lender consent and customary conditions.
The Term Loan bears interest, at the company’s election, at SOFR plus 1.25% (with a 0.00% SOFR floor) or a base rate plus 0.25%. The agreement includes covenants restricting liens, additional indebtedness, dividends and stock repurchases, investments, and mergers or asset sales, and requires a minimum consolidated fixed charge coverage ratio of 2.5:1.0 and a maximum consolidated leverage ratio of 4.5:1.0 (temporarily 5.5:1.0 following certain material acquisitions). While the company maintains an Investment Grade Rating, it is not required to comply with the fixed charge coverage ratio covenant. Proceeds are expected to be used for general corporate purposes, including working capital and debt repayment.
Choice Hotels International reported second-quarter 2026 total revenues of $440.8 million and net income of $64 million, or $1.41 per diluted share. Net income declined 21% from a year earlier, largely due to higher reimbursable deficits, SG&A timing, and higher depreciation and amortization.
Adjusted results were stronger: adjusted EBITDA rose to $175 million and adjusted diluted EPS to $2.02, up 6% and 5% year over year. U.S. RevPAR increased 1.3% and global net rooms grew 2.6%, led by 3.6% growth in extended stay, midscale, and upscale brands. The global pipeline reached about 77,300 rooms, with 96% in these higher-revenue segments.
Choice had $475 million of available liquidity and a net debt-to-adjusted EBITDA ratio of 3.1x as of June 30, 2026. Net capital outlays for hotel development and lending fell 80% to $15 million in the first half, while $139 million was returned to shareholders. For 2026, the company cut net income and EPS guidance but raised adjusted EBITDA guidance to $635–$650 million, citing stronger RevPAR, net rooms growth, and higher U.S. royalty rates alongside higher reimbursable marketing spend, interest expense, and a higher tax rate.
Choice Hotels International has appointed Ali Keshavarz to its Board of Directors, effective June 26, 2026, for a term expiring at the 2027 Annual Meeting of Shareholders. His appointment increases the Board to twelve directors.
Keshavarz is President and Chief Data & Analytics Officer of CVS Health and a key leader in its AI strategy. He previously held senior analytics roles at Aetna and CVS Caremark and spent more than a decade at McKinsey focused on data-driven transformation. As a non-employee director, he will receive compensation consistent with other non-employee directors. The company also notes his advanced academic background and highlights its global franchising footprint of over 7,500 hotels under 22 brands.
Choice Hotels International, Inc. held its 2026 Annual Meeting of Shareholders, where investors approved expanding the Board size range in the Certificate of Incorporation from three–twelve directors to five–fifteen and aligned the bylaws with this change, effective May 21, 2026.
Shareholders elected eleven directors to one-year terms ending at the 2027 Annual Meeting, with most nominees receiving over 38 million votes in favor. They also approved, on an advisory basis, executive compensation for named executive officers and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
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.
Choice Hotels International reported first quarter 2026 results showing modest revenue growth but lower profits versus last year, while keeping its full-year outlook unchanged. Total revenues reached a record $340.6 million, with revenue excluding reimbursable costs up 3% to $216.7 million.
Net income declined to $20.3 million, or diluted EPS of $0.44, while adjusted EBITDA was $125.7 million and adjusted diluted EPS $1.07, both below 2025 levels. Global net rooms rose 1.7%, U.S. openings hit a five-year first-quarter high, and global franchise agreements awarded jumped 72%. The company returned $75.2 million to shareholders and reiterated 2026 guidance, including adjusted EPS of $6.92–$7.14 and adjusted EBITDA of $632–$647 million, while planning a sharp reduction in hotel development capital outlays.
Choice Hotels International, Inc. reported that Simone Wu, its Senior Vice President, General Counsel, Corporate Secretary & External Affairs, has informed the company she intends to retire in the first half of 2026. She will remain in her current role until a successor is appointed and will assist with an orderly transition. In connection with her departure, she will receive benefits under the company’s existing compensation and benefits plans and her Non-Competition, Non-Solicitation & Severance Benefit Agreement, as amended.
Choice Hotels International reported solid full-year 2025 results with higher profitability despite softer U.S. demand. Net income rose to $369.9 million from $299.7 million, and diluted EPS increased to $7.90. Adjusted EBITDA reached a company record of $625.6 million, up from $604.1 million.
Total 2025 revenue was broadly stable at $1.60 billion versus $1.58 billion, while U.S. RevPAR declined 3.0% and global RevPAR slipped 1.2% on a currency-neutral basis, reflecting weaker U.S. government and international inbound demand. International RevPAR grew 3.5%.
Growth was driven by international expansion and higher‑value segments. International net rooms rose 12.5% to about 160,000 rooms, and global midscale, extended stay, and upscale net rooms increased 1.2%. The company returned $189.3 million to shareholders and ended 2025 with $571.4 million in available liquidity. For 2026, it projects net income of $265–$275 million and adjusted EBITDA of $632–$647 million, with global RevPAR expected to range from a 2% decline to 1% growth.
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 (CHH) reported that it issued a press release announcing earnings for the quarter ended September 30, 2025. The release is furnished as Exhibit 99.1. The company also posted supplemental investor materials related to third quarter 2025 results on its website, attached as Exhibit 99.2.
The supplemental materials are being furnished under Item 7.01 and are not deemed “filed” for purposes of Section 18 of the Exchange Act. The filing also lists Exhibit 104 (Cover Page Inline XBRL) and includes the signature of CFO Scott E. Oaksmith dated November 5, 2025.