Every material Form 8-K Choice Hotels has filed with the SEC since February 20, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Choice Hotels International reported third-quarter 2026 net income of $58 million, down from $180 million a year earlier due to prior-year acquisition gains and current-year charges. Adjusted EBITDA rose 1% to $193 million, and the company raised its full-year RevPAR outlook and adjusted EBITDA guidance range. Additionally, the company acquired Harvest Hosts for approximately $130 million on October 1, 2026.
Net income was $58 million, or $1.28 per diluted share, for the third quarter ended September 30, 2026.
Adjusted EBITDA totaled $193 million and adjusted diluted EPS reached $2.33 for the third quarter.
U.S. RevPAR increased 3.8% in the third quarter compared to the same period in 2025.
The company acquired Harvest Hosts on October 1, 2026, for approximately $130 million.
Choice Hotels said its Chief Human Resources Officer, Patrick Cimerola, will step down from the CHRO role at the end of 2026 and serve as a special advisor through June 30, 2027. He will receive a base salary of $25,000 per month in that role and will not be eligible for new equity awards or a 2027 cash bonus, while previously granted equity awards continue to vest under plan terms.
Cimerola transitions from CHRO at the end of 2026; special advisor role runs from January 1, 2027 to the Separation Date of June 30, 2027
Advisor pay is $25,000 per month, with continued benefit plan and perquisite participation
Not eligible for future equity grants or a 2027 fiscal year cash bonus; existing unvested awards continue to vest
On separation, benefits will follow a termination without cause under his 2011 agreement, as amended December 31, 2025, based on his base salary in effect December 31, 2026
Choice Hotels appointed Dominic Dragisich, its interim CEO since May 20, 2026, as president and CEO and as a director, effective August 31, 2026. Former President and CEO Patrick Pacious resigned from the board on the same date, ending his transitional advisory role. The filing sets out a $1,000,000 base salary and enhanced severance terms for Dragisich, which shareholders may track in future proxy disclosures.
Dragisich, age 44, was previously Chief Financial Officer from March 2017 to September 2023 and has been interim CEO since May 20, 2026.
Base salary of $1,000,000, short-term incentive target of 150% of base salary, and a minimum 2027 long-term incentive award value of at least $4,000,000.
One-time restricted stock unit award with a grant date value of $1,000,000, cliff vesting on the third anniversary of the grant date.
Severance agreement amended: lump sum severance of 200% of base salary and bonus, rising to 250% on a Change in Control Termination.
Choice Hotels International entered a $500 million unsecured term loan under a credit agreement with Wells Fargo Bank as administrative agent, dated August 28, 2026. The company says proceeds are expected for general corporate purposes, including working capital and debt repayment. The loan adds $500 million of direct debt and comes with covenants limiting dividends and stock repurchases, which may affect shareholder payouts.
$500 million unsecured term loan with scheduled maturity on August 28, 2029, plus an optional one-year extension subject to lender consent
Interest at SOFR (0.00% floor) plus 1.25%, or a base rate plus 0.25%, at the company's election
Financial covenants require a fixed charge coverage ratio of at least 2.5 to 1.0 and a leverage ratio of not more than 4.5 to 1.0, with the fixed charge coverage requirement waived while the company holds an Investment Grade Rating
Agreement restricts dividends and stock repurchases, and the filing lists Wells Fargo Bank, National Association as administrative agent
Choice Hotels reported second-quarter 2026 results, with total revenues up 3% to $441 million and adjusted EBITDA up 6% to $175 million, but net income fell 21% to $64 million. The company cut its full-year 2026 net income guidance to $230 million to $241 million from $265 million to $275 million, citing higher marketing and reservation system reimbursable expenses, interest expense and tax rate, while raising its adjusted EBITDA guidance to $635 million to $650 million.
Q2 2026 net income was $64 million, or $1.41 per diluted share, versus $82 million, or $1.75 per share, a year earlier.
Adjusted diluted EPS rose 5% to $2.02; adjusted EBITDA rose 6% to $175 million.
Full-year 2026 net income guidance was lowered to $230 million to $241 million; adjusted EBITDA guidance was raised to $635 million to $650 million.
The company returned $139 million to shareholders through dividends and share repurchases in the first half of 2026.
Choice Hotels International appointed Ali Keshavarz as a director effective June 26, 2026, expanding the board to twelve members. Keshavarz is President and Chief Data & Analytics Officer of CVS Health, and the company says his AI and analytics expertise will support its long-term growth strategy.
Ali Keshavarz appointed director effective June 26, 2026, with a term expiring at the 2027 Annual Meeting of Shareholders
Board size now twelve directors; committee assignments have not been determined
Keshavarz previously served as Chief Analytics Officer for Aetna and CVS Caremark and spent more than a decade at McKinsey
Director compensation is consistent with other non-employee directors, per the April 22, 2026 proxy statement
Choice Hotels said President and CEO Patrick Pacious stepped down effective May 20, 2026, and the Board appointed Chief Growth & Strategy Officer Dominic Dragisich as Interim CEO on the same date. The company has started a search for a permanent CEO, and the company reaffirmed its full-year 2026 financial outlook given with first quarter results on April 30, 2026.
Pacious will serve as an advisor through August 31, 2026, under a separation agreement filed as Exhibit 10.1.
Pacious's severance includes cash equal to 200% of base salary plus target annual bonus, plus a pro rata 2026 bonus.
Dragisich will receive a $500,000 cash bonus payable December 31, 2026, and an RSU award valued at $500,000 that vests in full after one year.
The company reaffirmed its full-year 2026 financial outlook.
Choice Hotels reported first-quarter 2026 total revenues of a company record $340.6 million, up from $332.9 million a year earlier. Net income fell to $20.3 million from $44.5 million, and diluted EPS fell to $0.44 from $0.94, while the company maintained its full-year 2026 outlook.
Total revenues of $340.6 million vs. $332.9 million in Q1 2025; net income of $20.3 million vs. $44.5 million
Adjusted diluted EPS of $1.07 vs. $1.34 and adjusted EBITDA of $125.7 million vs. $129.6 million, which the company attributed to timing-related factors
Full-year 2026 outlook maintained: diluted EPS of $5.72 to $5.94 and adjusted diluted EPS of $6.92 to $7.14
Returned $75.2 million to shareholders in the quarter, including $62.1 million in share repurchases and $13.1 million in dividends
Choice Hotels said General Counsel, Corporate Secretary and External Affairs head Simone Wu intends to retire in the first half of 2026. She will remain in her role until a successor is appointed and will help with an orderly transition. The filing does not name a successor, and it reports no financial results or change to the company's outlook.
Simone Wu, Senior Vice President, General Counsel, Corporate Secretary & External Affairs, informed the company on February 20, 2026 of her intent to retire.
Retirement is expected in the first half of 2026, and she will stay in her role until a successor is appointed.
Her departure benefits follow her Non-Competition, Non-Solicitation & Severance Benefit Agreement, dated February 13, 2012 and amended March 25, 2013 and December 31, 2025.
Choice Hotels reported full-year 2025 net income of $370 million, up from $300 million in 2024, and record adjusted EBITDA of $626 million. Fourth-quarter net income fell to $64 million from $76 million, and full-year net income includes a $100 million one-time remeasurement gain. The company guided to 2026 net income of $265 million to $275 million, below the 2025 reported figure, and adjusted EBITDA of $632 million to $647 million.
Full-year 2025 diluted EPS was $7.90 versus $6.20 in 2024; Q4 diluted EPS was $1.37 versus $1.59.
Full-year 2025 adjusted EBITDA was a record $626 million, up from $604 million in 2024.
Global RevPAR fell 1.2% for full-year 2025; U.S. RevPAR fell 3.0%, while international RevPAR rose 3.5%.
2026 outlook: net income $265 million to $275 million, adjusted EBITDA $632 million to $647 million, adjusted diluted EPS $6.92 to $7.14.
Choice Hotels entered into a new severance and non-competition agreement with Raul Ramirez, its Chief Segment and International Operations Officer, on December 31, 2025, and amended agreements with four other executives. The filing describes updated severance terms, including lump-sum payments and changes tied to Section 409A and tax withholding, but gives no dollar amounts. The changes are administrative and do not report any financial results.
Agreement with Raul Ramirez dated December 31, 2025, uses an updated 2025 form of severance agreement
Severance payments under the 2025 form will be paid as a single lump sum, consistent with the company's broad-based severance plan
Amendments with Dominic Dragisich, David Pepper, Scott Oaksmith and Simone Wu address Section 409A installment payments on change-in-control severance
Choice Hotels reported third quarter 2025 results on November 5, 2025, with total revenues up 5% to $447.3 million and net income of $180.0 million, compared with $105.7 million a year earlier. Net income includes a $100 million gain from remeasuring the company's previously held 50% stake in Choice Hotels Canada, and adjusted diluted EPS fell to $2.10 from $2.23. The company raised its full-year net income guidance but lowered its adjusted diluted EPS and adjusted net income guidance.
Q3 total revenues rose 5% to $447.3 million; net income was $180.0 million, or $3.86 diluted EPS, versus $2.22 a year earlier.
Adjusted diluted EPS was $2.10 versus $2.23 in Q3 2024; excluding listed items, the company said it would have been $2.27, up 2%.
Full-year 2025 net income guidance was raised to $353-$371 million from $261-$276 million; adjusted diluted EPS guidance was lowered to $6.82-$7.05 from $6.88-$7.20.
U.S. RevPAR fell 3.2% in Q3 2025, while international RevPAR rose 9.5%; full-year U.S. RevPAR guidance is now -3% to -2%, versus -3% to 0% previously.
Choice Hotels reported second quarter 2025 total revenues of $426 million, down from $435 million, and net income of $81.7 million, down from $87.1 million, with diluted EPS of $1.75 versus $1.80. The company lowered its full-year 2025 GAAP net income and diluted EPS outlook and its domestic RevPAR outlook, while adjusted diluted EPS rose to $1.92 from $1.84, and it completed the $112 million purchase of the remaining 50% of Choice Hotels Canada in July.
Q2 2025 total revenues were $426 million versus $435 million; net income was $81.7 million versus $87.1 million
Adjusted diluted EPS was $1.92 versus $1.84 in Q2 2024; adjusted EBITDA was $165.0 million, up 2%
Full-year 2025 net income outlook cut to $261–$276 million from $275–$290 million; domestic RevPAR outlook cut to -3% to 0% from -1% to 1%
Acquired remaining 50% of Choice Hotels Canada in July for approximately $112 million
Choice Hotels shareholders approved the 2025 Long-Term Incentive Plan, which takes effect May 15, 2025, and allows up to 1,000,000 new shares plus unused and forfeited 2017 plan shares. At the Annual Meeting, shareholders also elected all 11 directors to one-year terms, ratified Ernst & Young LLP as auditor, and approved a shareholder proposal on a simple majority vote requirement.
2025 LTIP: 1,000,000 base shares plus remaining and forfeited shares from the 2017 LTIP; board adopted it February 27, 2025
Shareholders elected 11 directors to terms ending at the 2026 Annual Meeting; Gordon A. Smith received 848,328 votes against
Shareholder proposal on simple majority vote approved: 41,192,276 for, 1,324,256 against
Ernst & Young LLP ratified as auditor for fiscal year ending December 31, 2025: 44,481,967 for, 94,646 against
Choice Hotels reported first-quarter 2025 net income of $44.5 million, up 44% from a year earlier, with diluted EPS of $0.94 versus $0.62. The company also lowered its full-year 2025 outlook, including net income guidance of $275 million to $290 million, down from $288 million to $300 million, and domestic RevPAR growth of -1% to 1%, down from 1% to 2%.
Q1 2025 total revenues were $333 million, compared with $332 million in Q1 2024.
Adjusted diluted EPS was $1.34, up 5% from $1.28, which the company called a first-quarter record.
Full-year 2025 adjusted diluted EPS guidance is $6.90 to $7.22, down from $6.98 to $7.24.
Management cited a more moderate domestic RevPAR growth expectation amid a changing macro backdrop.
Choice Hotels reported fourth-quarter and full-year 2024 results on February 20, 2025. Full-year net income rose 16% to $299.7 million and diluted EPS was $6.20, both above the top end of the company's 2024 guidance. The company also gave 2025 guidance of $288 million to $300 million in net income and $6.04 to $6.29 in diluted EPS, with midpoints slightly below 2024 results.
Full-year 2024 net income rose 16% to $299.7 million; diluted EPS was $6.20, up 22%, both above the top end of guidance.
Full-year 2024 adjusted EBITDA rose 12% to a company record $604.1 million; adjusted diluted EPS was $6.88, up 13%.
2025 outlook: net income $288 million to $300 million; adjusted EBITDA $625 million to $640 million; diluted EPS $6.04 to $6.29.
In 2024 the company repurchased 3.1 million shares for $382.1 million and had 3.8 million shares remaining under its current authorization as of December 31, 2024.
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