CHOICE HOTELS INTERNATIONAL INC / DE 0001046311 FALSE 0001046311 2025-02-20 2025-02-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 20, 2025
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CHOICE HOTELS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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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
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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 2.02. | Results of Operations and Financial Condition.

On February 20, 2025, Choice Hotels International, Inc. issued a press release announcing earnings for the quarter and year ended December 31, 2024. A copy of the release is furnished herewith as Exhibit 99.1.

Item 7.01. | Regulation FD Disclosure.

On February 20, 2025, Choice Hotels International, Inc. (“Choice”) posted on its website (www.choicehotels.com) an investor presentation related to fourth quarter and full-year 2024 results. A copy of the investor presentation is attached hereto as Exhibit 99.2.
The investor presentation is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.

Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits
Exhibit 99.1—Press Release issued by Choice Hotels International, Inc., dated February 20, 2025
Exhibit 99.2 - Investor Presentation, dated February 20, 2025
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: | February 20, 2025 |  |  |  |  | /s/ Scott E. Oaksmith
|  |  |  |  |  | Scott E. Oaksmith
|  |  |  |  |  | Chief Financial Officer