Welcome to our dedicated page for Choice Hotels Intl SEC filings (Ticker: CHH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Choice Hotels International filings document the company's NYSE-listed common stock and regulatory disclosures for a global lodging franchisor. Recent Form 8-K reports furnish quarterly and annual earnings releases, operating highlights, supplemental investor materials, and other material events tied to hotel openings, franchise agreements, net room growth, royalty rates, and the company's franchise-driven model.
The filing record also includes proxy materials covering board governance, shareholder voting matters, executive compensation, equity awards, and pay-versus-performance disclosures. Additional 8-K filings document executive transition matters, compensatory arrangements, severance benefit agreements, and related governance actions for the company's senior leadership structure.
Choice Hotels International (CHH) director William L. Jews reported a small open‑market purchase of company stock. On January 15, 2026, he acquired 16.29 shares of common stock at a weighted average price of $108.34 per share, through multiple trades priced between $108.21 and $108.39. Following this transaction, he directly owns 27,442.1 shares of Choice Hotels common stock.
Baron Capital Group and related parties report a significant ownership stake in Choice Hotels International, Inc. common stock. As of the event date, they beneficially own 7,473,575 shares, representing 16.15% of the outstanding common stock. Ronald Baron, Baron Capital Group, Inc., BAMCO Inc., Baron Capital Management, Inc., and Baron Growth Fund are listed as reporting persons, with various combinations of sole and shared voting and dispositive power.
The filing states that the securities are held in the ordinary course of business and are not held for the purpose of changing or influencing control of Choice Hotels. BAMCO and Baron Capital Management act as advisers whose clients have the economic rights to dividends and sale proceeds, while Baron Capital Group and Ronald Baron are identified as controlling entities.
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 director reported an insider stock transfer. On 12/29/2025, the director disposed of 6,463 shares of Choice Hotels common stock in a transaction coded "G," which indicates a gift. The shares were transferred at a stated price of $0, reflecting the non-sale nature of the transaction. After this gift, the director beneficially owns 45,948.6 shares of Choice Hotels common stock in direct ownership.
Choice Hotels International (CHH) insider plans to sell shares under Rule 144. A holder has filed a notice of proposed sale of 38,000 shares of common stock through Morgan Stanley Smith Barney LLC on the NYSE. The filing lists an aggregate market value of $3,457,414.80 for these shares, with 46,272,618 common shares outstanding. The shares to be sold were originally acquired as a gift on January 1, 2020, with the donor having acquired the securities on December 31, 1997. The approximate sale date indicated is December 3, 2025, and the seller represents that they are not aware of undisclosed material adverse information about the issuer.
Choice Hotels International (CHH): Kayne Anderson Rudnick Investment Management, LLC filed a Schedule 13G/A (Amendment No. 1) reporting beneficial ownership of 3,702,992 Choice Hotels ordinary shares, representing 8.0% of the class as of 09/30/2025.
The filer reports sole voting power over 2,810,714 shares and shared voting power over 711,740 shares. It also reports sole dispositive power over 2,991,252 shares and shared dispositive power over 711,740 shares. The filing is made by an investment adviser and includes a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
Choice Hotels International (CHH) reported Q3 2025 results. Total revenue rose to $447.3 million from $428.0 million, while operating income eased to $142.4 million from $151.8 million. Net income jumped to $180.0 million and diluted EPS to $3.86, primarily driven by a $100.0 million non-taxable gain from remeasuring its previously held 50% stake upon acquiring the remaining interest in Choice Hotels Canada.
The Canada deal closed on July 2 for $114.5 million cash (total consideration including previously held interest $232.2 million), adding $13.2 million in revenue and $5.9 million in net income in the quarter. The preliminary purchase price allocation includes $150.7 million of identifiable intangibles and $86.2 million of goodwill. The lower effective tax rate (14.7%) reflects the non-taxable gain and purchased transferable tax credits.
Year-to-date operating cash flow was $184.8 million (down from $236.5 million). Long-term debt increased to $1.92 billion, including $484.4 million drawn on the $1.0 billion revolving credit facility. The company continued buybacks, with treasury stock at cost of $2.51 billion and 46.27 million shares outstanding as of October 31, 2025.
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.
The Vanguard Group filed Amendment No. 7 to Schedule 13G for Choice Hotels International (CHH), reporting beneficial ownership of 2,304,940 common shares, or 4.98% of the class as of 09/30/2025. The filing lists sole voting power 0 and shared voting power 130,961; sole dispositive power 2,142,173 and shared dispositive power 162,767. It states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
Choice Hotels International (CHH): Form 4 insider transaction
A director reported buying common stock on 10/16/2025. The filing shows an acquisition of 2.37 shares at a weighted average price of $101.43. The purchases occurred in multiple trades within a range of $101.36 to $101.57, as noted in the footnote.
Following this transaction, the reporting person beneficially owns 5,124.82 shares, held directly.