ThZeal - The Zeal

Date: May 15, 2025

/s/ Scott E. Oaksmith

Scott E. Oaksmith

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 15, 2025

CHOICE HOTELS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-13393

52-1209792

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


915 Meeting Street
Suite 600
North Bethesda, Maryland		20852
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 592-5000

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

Trading

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 8.01.

Other Events

As previously disclosed, Choice Hotels International, Inc. (the “Company”) recently reclassified certain prior year amounts in the Company’s consolidated statements of income in order to maintain comparability with the current year presentation. The reclassifications were not as a result of any error in the Company’s consolidated financial statements.

The tables below present the effect of the reclassifications on the three and six months ended June 30, 2024, the three and nine months ended September 30, 2024, and the three and twelve months ended December 31, 2024 consolidated statements of income. The reclassifications are described below:

•

Royalty, licensing and management fees were revised to franchise and management fees in the consolidated statements of income, and now include the revenues previously presented in royalty, licensing and management fees, with the exception of partnership licensing revenues which are now presented in partnership services and fees in the consolidated statements of income, and the addition of the revenues generated from programs, platforms, and services associated with the Company’s franchise operations which were previously presented in other revenues from franchised and managed properties in the consolidated statements of income.

•

Initial franchise fees, which were previously presented as a standalone financial statement line item, are now presented within franchise and management fees in the consolidated statements of income.

•

Platform and procurement services fees were revised to partnership services and fees in the consolidated statements of income, and now include the revenues previously presented in platform and procurement services fees, with the exception of the revenues from the Company’s annual franchisee convention which are now presented in other revenues, the addition of partnership licensing revenues which were previously presented in royalty, licensing and management fees, and the addition of the revenues generated from other non-franchising agreements which are primarily software-as-a-service arrangements for non-franchised hoteliers which were previously presented in other revenues in the consolidated statements of income.

•

Other revenues from franchised and managed properties were revised to revenue for reimbursable costs from franchised and managed properties in the consolidated statements of income, and now include the revenues previously presented in other revenues from franchised and managed properties, with the exception of the revenues generated from programs, platforms, and services associated with the Company’s franchise operations which are now presented in franchise and management fees in the consolidated statements of income.

•

Selling, general and administrative expenses were revised to include the expenses incurred related to programs, platforms, and services associated with the Company’s franchise operations, which were previously presented in other expenses from franchised and managed properties in the consolidated statements of income.

•

Depreciation and amortization was revised to include amortization expense from information technology platforms, which was previously presented in other expenses from franchised and managed properties in the consolidated statements of income.

•

Other expenses from franchised and managed properties were revised to reimbursable expenses from franchised and managed properties in the consolidated statements of income, and now include the expenses previously presented in other expenses from franchised and managed properties, with the exception of the expenses incurred from programs, platforms, and services associated with the Company’s franchise operations which are now presented in selling, general and administrative expenses, and amortization expense from information technology platforms which is now presented in depreciation and amortization expense in the consolidated statements of income.

The reclassifications had no effect on the Company’s previously reported total revenues, total operating expenses, operating income, or net income.

The information in Item 8.01 of this Current Report on Form 8-K is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.


	Three Months Ended							Six Months Ended
(unaudited)	June 30, 2024							June 30, 2024
(in thousands)	As previously reported		Reclassification			As reclassified		As previously reported		Reclassification			As reclassified
REVENUES
Franchise and management fees	$	141,813	$	37,990		$	179,803	$	247,280	$	75,933		$	323,213
Initial franchise fees		6,562		(6,562	)		—		13,267		(13,267	)		—
Partnership services and fees		28,126		(763	)		27,363		41,882		5,325			47,207
Owned hotels		28,418		—			28,418		53,409		—			53,409
Other		15,037		8,270			23,307		31,394		6,630			38,024
Revenue for reimbursable costs from franchised and managed properties		215,200		(38,935	)		176,265		379,873		(74,621	)		305,252

Total revenues		435,156		—			435,156		767,105		—			767,105
OPERATING EXPENSES
Selling, general and administrative		64,995		23,734			88,729		113,620		47,378			160,998
Business combination, diligence and transition costs		895		—			895		16,739		—			16,739
Depreciation and amortization		10,827		2,010			12,837		21,762		3,890			25,652
Owned hotels		20,704		—			20,704		40,027		—			40,027
Reimbursable expenses from franchised and managed properties		205,113		(25,744	)		179,369		382,186		(51,268	)		330,918

Total operating expenses		302,534		—			302,534		574,334		—			574,334

Operating income	$	132,622	$	—		$	132,622	$	192,771	$	—		$	192,771


	Three Months Ended							Nine Months Ended
(unaudited)	September 30, 2024							September 30, 2024
(in thousands)	As previously reported		Reclassification			As reclassified		As previously reported		Reclassification			As reclassified
REVENUES
Franchise and management fees	$	147,151	$	41,086		$	188,237	$	394,431	$	117,019		$	511,450
Initial franchise fees		5,866		(5,866	)		—		19,133		(19,133	)		—
Partnership services and fees		16,178		8,142			24,320		58,060		13,467			71,527
Owned hotels		31,936		—			31,936		85,345		—			85,345
Other		13,857		(2,210	)		11,647		45,251		4,420			49,671
Revenue for reimbursable costs from franchised and managed properties		212,976		(41,152	)		171,824		592,849		(115,773	)		477,076

Total revenues		427,964		—			427,964		1,195,069		—			1,195,069
OPERATING EXPENSES
Selling, general and administrative		49,077		19,945			69,022		162,697		67,323			230,020
Business combination, diligence and transition costs		984		—			984		17,723		—			17,723
Depreciation and amortization		10,861		2,032			12,893		32,623		5,922			38,545
Owned hotels		22,343		—			22,343		62,370		—			62,370
Reimbursable expenses from franchised and managed properties		192,916		(21,977	)		170,939		575,102		(73,245	)		501,857

Total operating expenses		276,181		—			276,181		850,515		—			850,515

Operating income	$	151,783	$	—		$	151,783	$	344,554	$	—		$	344,554


	Three Months Ended									Twelve Months Ended
(unaudited)	December 31, 2024									December 31, 2024
(in thousands)	As previously reported			Reclassification			As reclassified			As previously reported		Reclassification			As reclassified
REVENUES
Franchise and management fees	$	120,138		$	38,049		$	158,187		$	514,569	$	155,068		$	669,637
Initial franchise fees		6,473			(6,473	)		—			25,606		(25,606	)		—
Partnership services and fees		17,692			10,272			27,964			75,752		23,739			99,491
Owned hotels		28,114			—			28,114			113,459		—			113,459
Other		16,552			(2,163	)		14,389			61,803		2,257			64,060
Revenue for reimbursable costs from franchised and managed properties		200,801			(39,685	)		161,116			793,650		(155,458	)		638,192

Total revenues		389,770			—			389,770			1,584,839		—			1,584,839
OPERATING EXPENSES
Selling, general and administrative		57,181			25,187			82,368			219,878		92,510			312,388
Business combination, diligence and transition (recoveries) costs		(490	)		—			(490	)		17,233		—			17,233
Depreciation and amortization		10,659			2,749			13,408			43,282		8,671			51,953
Owned hotels		20,778			—			20,778			83,148		—			83,148
Reimbursable expenses from franchised and managed properties		182,423			(27,936	)		154,487			757,525		(101,181	)		656,344

Total operating expenses		270,551			—			270,551			1,121,066		—			1,121,066

Operating income	$	119,219		$	—		$	119,219		$	463,773	$	—		$	463,773