CHOICE HOTELS INTERNATIONAL INC /DE 8-K

What Happened

• Choice Hotels International, Inc. filed an 8-K (filed Jan 6, 2026) disclosing that on December 31, 2025 it entered into an updated Non‑Competition, Non‑Solicitation and Severance Benefit Agreement (the “2025 SBA”) with Raul Ramirez, Chief Segment and International Operations Officer. The Human Capital and Compensation Committee approved the 2025 SBA as a new form to be used for future executive officers, subject to further committee approval.
• On the same date the company also executed amendments to existing agreements for executives Dominic Dragisich, David Pepper, Scott Oaksmith and Simone Wu to update certain tax and rights provisions.

Key Details

• Effective date: December 31, 2025; 8‑K filed January 6, 2026.
• New 2025 SBA changes include: severance paid in a single lump sum (including a lump sum in lieu of health‑care continuation contributions); clarified definitions (e.g., “change in control,” “good reason”); a new cooperation requirement; and expanded tax withholding and Section 409A compliance provisions.
• Amendments for Dragisich, Pepper, Oaksmith and Wu: to the extent needed for Section 409A compliance, severance tied to a change in control that isn’t exempt from Section 409A will be paid in installments per normal payroll; amendments also add clarified tax withholding, protected‑rights language, and updated Section 409A provisions consistent with the 2025 SBA.
• The 2025 SBA affirms employees’ rights to communicate with government agencies and participate in investigations and references the Defend Trade Secrets Act for certain protected disclosures.

Why It Matters

• These updates change the timing and form of potential executive severance payments (moving to lump‑sum payments generally, but allowing installment treatment where required by IRS Section 409A), clarify employee cooperation and protected‑rights provisions, and standardize the agreement form the company expects to use for future executives. For investors, the items are governance and compensation governance updates that could affect executive payout timing and compliance risk but do not report any cash payments or changes to executive headcount.