CHOICE HOTELS INTERNATIONAL INC / DE 0001046311 FALSE 0001046311 2025-11-05 2025-11-05

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): November 5, 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 November 5, 2025, Choice Hotels International, Inc. issued a press release announcing earnings for the quarter ended September 30, 2025. A copy of the release is furnished herewith as Exhibit 99.1.

Item 7.01. | Regulation FD Disclosure.

On November 5, 2025, Choice Hotels International, Inc. (“Choice”) posted on its website (www.choicehotels.com) supplemental investor materials related to third quarter 2025 results. A copy of the supplemental investor materials is attached hereto as Exhibit 99.2.
The supplemental investor materials are 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 November 5, 2025
E xhibit 99.2 - Supplemental Investor Materials, dated November 5, 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: | November 5, 2025 |  |  |  |  | /s/ Scott E. Oaksmith
|  |  |  |  |  | Scott E. Oaksmith
|  |  |  |  |  | Chief Financial Officer