DEF 14A of Choice Hotels International Inc /De, Apr 22, 2026

DEF 14A of Choice Hotels International Inc /De

Filed Apr 22, 2026 · FY20250001046311-26-000013

Open on EDGAR

  1. Awards and Recognitions

    | | Outstanding Equity Awards at Year-End | 69 | | | Option Exercises and Stock Vested | 71 | | | Non-Qualified Deferred Compensation | 71 | | | Potential Payments upon Termination or Change in Control | 72 | | | CEO Pay Ratio | 81 | | | Pay Versus Performance | 82 | | | Policies and Practices Related to the Grant of Certain Equity Awards | 85 | | Non-Employee Director Compensation | | 86 | | | Proposal No. 3—Approval of an Amendment to the Certificate of Incorporation Increasing the Board Size Range | 88 | | | Proposal No. 4—Ratification of the Appointment of Independent Registered Public Accounting Firm | 89 | | | Appointment of Independent Registered Public Accounting Firms | 89 | | | Principal Auditor Fees and Services | 89 | | Audit Committee Report | | 90 | | | Report of the Audit Committee | 90 | | Security Ownership and Related Information | | 91 | | | Security Ownership of Certain Beneficial Owners and Management | 91 | | | Certain Relationships and Related Party Transactions | 93 | | Additional Information | | 95 | | | Questions and Answers about the Annual Meeting | 95 | | | Shareholder Proposals for 2027 Annual Meeting | 99 | | | Shareholders Sharing the Same Last Name and Address | 99 | | | Solicitation of Proxies | 99 | | | Other Matters to Come Before the Meeting | 99 | | Helpful Resources | | 100 |

  2. Nominees

    Nominees You are being asked to vote for the eleven nominees named in this proxy statement. Except for Mr. Stewart W. Bainum Jr., Mr. Brian B. Bainum and Mr. Patrick S. Pacious, all nominees are independent under Choice's independence standards, which include the New York Stock Exchange (“NYSE”) listing standards for director independence. Biographical information as of March 23, 2026 is set forth below for each of the director nominees.

  3. Nominees

    | | Brian B. Bainum 41 Management Consultant; Investor Director Since: 2019 Committee Membership: Diversity | | | Stewart W. Bainum Jr. 79 Chairman of the Board; Investor Director Since: 1976, except 1996-1997 Committee Membership: None | | | William L. Jews IND 74 Former President and Chief Executive Officer, CareFirst, Inc. Director Since: 2000, except 2005-2006 Committee Membership: Audit Chair, Human Capital and Compensation, Diversity | | | Monte J.M. Koch IND 62 Chairman and CEO, TBCA USVI, LLP; Retired Partner, BDT & Company; Co-Founder, Ten-X Director Since: 2014 Committee Membership: Audit, Corporate Governance and Nominating | | | Liza K. Landsman IND 56 CEO, The Points Guy; Former CEO, Stash and General Partner, NEA Venture Capital; Former President, Jet.com Director Since: 2014 Committee Membership: Human Capital and Compensation, Diversity Chair | | | Patrick S. Pacious 60 President and Chief Executive Officer Director Since: 2017 Committee Membership: None |

  4. Nominees

    | | Ervin R. Shames IND 85 Management Consultant; Former Chief Executive Officer, Borden, Inc. Director Since: 2002 Committee Membership: Human Capital and Compensation, Corporate Governance and Nominating Chair | | | Gordon A. Smith IND 67 Lead Independent Director; Former Vice Chairman, JPMorgan Chase Director Since: 2022, prior director from 2004-2017 Committee Membership: Audit, Corporate Governance and Nominating | | | Maureen D. Sullivan IND 44 Partner, TCG Capital Management; Former President and Chief Operating Officer, Heyday Skincare Director Since: 2018 Committee Membership: Audit, Human Capital and Compensation, Diversity | | | John P. Tague IND 63 Former President and Chief Executive Officer, Hertz Global Holdings, Inc. Director Since: 2012 Committee Membership: Audit, Human Capital and Compensation Chair | | | Donna F. Vieira IND 61 Retired Executive Vice President and Chief Commercial Officer, Sallie Mae Director Since: 2021 Committee Membership: Audit, Human Capital and Compensation, Corporate Governance and Nominating |

  5. Nominees

    IND Independent

  6. Nominees

    | 2026 Proxy Statement | 9 |

  7. Pay and Governance Practices

    | What We Do: | What We Don’t Do: | | Independent compensation committee and independent compensation consultant Annual compensation risk assessment Executive compensation Recoupment Policy ("Clawback Policy") Stock ownership guidelines: directors, NEOs and other executives have stock ownership and holding requirements | No excise tax gross-ups on severance and change in control benefits No hedging by employees or directors permitted, other than by Bainum family directors in relation to certain indirectly held shares No pledging shares as collateral for loans or holding shares in a margin account permitted, other than by directors No single-trigger vesting of equity awards on a change in control No dividends paid on performance vested restricted stock units ("PVRSUs") unless the awards vest No repricing of stock options |

  8. Director Nominee Information and Qualifications

    Director Nominee Information and Qualifications The Board requires that its members possess the highest personal and professional integrity and be positioned to contribute to the Board’s effectiveness through their experience. The Corporate Governance and Nominating Committee regularly reviews the experience, qualifications, attributes and skills of each of the Board’s director nominees. The Committee also considers the time commitment needed to effectively serve as a director. The names of Choice’s proposed director nominees, their respective ages, their positions with Choice, and other biographical information as of March 23, 2026, are set forth below. After taking into account their significant contributions to the Board, the Board provided Mr. Shames and Mr. Jews an age-related waiver to its Board retirement policy. The Board considers any age-related waivers on an annual basis. The Corporate Governance and Nominating Committee’s assessment of the qualifications of each Board member is also included below.

  9. Director Nominee Information and Qualifications

    | 14 | |

  10. Director Nominee Information and Qualifications

    | | | | | | Brian B. Bainum | | | | Age: 41 Director Since: 2019 | Committees: DC | | Background •Management consultant with a background in enterprise digital transformations •Worked at Deloitte Consulting, LLP and Infosys Limited •Has an MBA from the UCLA Anderson School of Management •Has experience in the hospitality industry from positions he previously held in hotel operations at Sunburst Hospitality Corporation and in franchise development at Choice Hotels •Managing Member (since 2023) of the Governing Council of Artis Senior Living, LLC, a developer-owner-operator of assisted living residences, member of the Governing Council since 2016 Other Directorships •Chairman (since 2023) and Director (since 2017) of White Oak Enterprises, Inc. (f/k/a Realty Investment Company, Inc.), a privately held investment management company •Chairman (since 2023) and Director (since 2017) of Sunburst Hospitality Corporation, a hotel operator •Director of Three Graces Foundation, which supports health and education projects in the developing world Director Qualifications Mr. Bainum’s experience serving as a Director of both a hotel developer and operator and a real estate development and investment company provides the Board with opinions and perspective regarding real estate investment and development issues that are relevant to the development efforts of the Company and its franchisees. Additionally, Mr. Bainum’s prior experience working in various on-property roles in hotels provides the Board with perspective on many operational issues of importance to the Company’s franchisees and guests. Mr. Bainum’s family and entities affiliated with Mr. Bainum’s family beneficially own approximately 43% of the outstanding shares of the Company, thus, Mr. Bainum serves as an effective voice for shareholders. | | |

  11. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  12. Director Nominee Information and Qualifications

    | 2026 Proxy Statement | 15 |

  13. Director Nominee Information and Qualifications

    | | | | | Stewart W. Bainum Jr. | | | Age: 79 Director Since: 1976, except 1996 – 1997 Chairman of the Board | | Background •Chairman of the Board of Choice Hotels International, Inc. since October 1997 and from March 1987 to November 1996 •Member of Artis Senior Living, LLC, a developer-owner-operator of assisted living residences, since 2012 •Chairman and Chief Executive Officer of Manor Care, Inc. from March 1987 to September 1998 •President of Manor Care of America, Inc. and Chief Executive Officer of ManorCare Health Services, Inc. from March 1987 to September 1998, and Vice Chairman of Manor Care of America, Inc. from June 1982 to March 1987 Other Directorships •Director of the Board of White Oak Legacy, Inc. (f/k/a Realty Investment Company, Inc.), a real estate management and investment company, from December 2005 through December 2016 and Chairman from December 2005 through June 2009 •Director of the Board of Sunburst Hospitality Corporation, a real estate developer, owner and operator, from November 1996 through December 2016 and Chairman from November 1996 through June 2009 •Director of SunBridge Manager LLC, a private investment management firm, from December 2014 through December 2016 •Director of Manor Care, Inc., from September 1998 to September 2002, serving as Chairman from September 1998 until September 2001 Director Qualifications Mr. Bainum’s long-standing relationship serving the Company provides the Board with a valuable historical perspective on the Company’s culture and direction that is important in the Board’s decisions concerning the Company’s future direction. Prior to 1976, when Mr. Bainum began his extensive history serving as an executive of the Company, he worked for the Company’s predecessor businesses starting in 1958, at the age of 12, serving as a janitor at his father’s 28 room motel and thereafter serving in a variety of manual labor roles through completion of high school. Since 1976, when Mr. Bainum joined the Company’s leadership team, the Choice Hotels business has grown from a franchisor of 290 hotels, with a market value of less than $6 million, operating under one brand to a global enterprise with more than 7,500 hotels operating under 22 brands. In addition to his long-standing involvement with the Company, his prior experience as the board chairman for a hospitality-based real estate development and management company allows Mr. Bainum to provide the Board with unique opinions and perspectives regarding development and operational issues that affect the Company’s hotel brands. Mr. Bainum’s previous leadership of and involvement with the publicly listed companies Manor Care, Inc., Sunburst Hospitality and Vitalink Pharmacy Services represents valuable, relevant experience in the duties of management and board leadership of a publicly traded company. Mr. Bainum beneficially owns approximately 21% of the outstanding shares of the Company. He, his family and entities affiliated with his family beneficially own approximately 43% of the outstanding shares of the Company, thus, Mr. Bainum serves as an effective voice for shareholders. | |

  14. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  15. Director Nominee Information and Qualifications

    | 16 | |

  16. Director Nominee Information and Qualifications

    | | | | | | William L. Jews | | | | Independent Age: 74 Director Since: 2000, except 2005 – March 2006 | Committees: AC (Chair), CC, DC | | Background •President and Chief Executive Officer of CareFirst, Inc. from January 1998 to December 2006 •President and Chief Executive Officer of CareFirst of Maryland, Inc. and Group Hospitalization and Medical Services, Inc. and served as Chief Executive Officer of Blue Cross Blue Shield of Delaware •President and Chief Executive Officer of Blue Cross Blue Shield of Maryland, Inc., from April 1993 until January 1998 Other Directorships •Former Director of CACI International, Inc. (CACI) •Former Director of KCI Technologies, Inc. •Former Lead Director of CalAtlantic Group Inc. Director Qualifications Mr. Jews brings to the Board experience as a chief executive officer of large, service-oriented companies, and as a recent Board member of companies in diverse industries. The Board benefits from Mr. Jews’ unique ability to relate to and comprehend many of the operational issues before the Board. In addition, Mr. Jews’ executive experience was characterized by management of rapid company growth, which provides the Board with insight related to various strategic growth and development plans. Mr. Jews' experiences leading him to be named among the Most Influential Black Executives in Corporate America by Savoy Magazine enrich the Board's perspective on Company policies. | | |

  17. Director Nominee Information and Qualifications

    | | | | | | Monte J.M. Koch | | | | Independent Age: 62 Director Since: 2014 | Committees: AC, CGN | | Background •Chairman and CEO of TBCA USVI, LLP, a private investment and strategic advisory firm •Retired Partner of BDT & Company, a merchant bank that provides advice and access to long-term, differentiated capital to help family owned and founder-led businesses pursue their strategic and financial objectives •Co-Founder and former board member of Auction.com and Ten-X, the nation’s leading online sellers of residential and commercial real estate •Had a long career in investment banking, including service at Deutsche Bank, where he served as Global Head of Real Estate Investment Banking and the Chairman of Mergers & Acquisitions for the Americas Other Directorships •Director of Gogo Inc. (GOGO) •Former Director of Auction.com and Ten-X Director Qualifications Mr. Koch’s 26 years of experience as an investment banker specializing in advising clients from the lodging, gaming and real estate sectors on major strategic transactions is valuable in helping the Board evaluate potential transactions and growth strategies. Mr. Koch’s specific experience as a co-founder and as an executive in a successful technology start-up provides the Board with insight into trends, operations, practices and ideas in an industry that has a significant impact on the Company’s core business of hotel franchising. Such knowledge assists the Company in continuing to advance its proprietary technology platform in service to its franchisees and clients. | | |

  18. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  19. Director Nominee Information and Qualifications

    | 2026 Proxy Statement | 17 |

  20. Director Nominee Information and Qualifications

    | | | | | | Liza K. Landsman | | | | Independent Age: 56 Director Since: 2014 | Committees: CC, DC (Chair) | | Background •CEO, The Points Guy •Former CEO, Stash and General Partner at New Enterprise Associates (NEA), a leading venture capital firm •Former President of Jet.com (acquired by Walmart in 2016 for $3.3BN) •Former EVP and Chief Marketing Officer of E*TRADE, responsible for the company’s marketing initiatives and sat on the Executive Committee of the firm •Former Managing Director of Digital at BlackRock. Inc. •Former Operating Partner and Acting Chief Marketing Officer at Bravas Partners LLC •Served in a variety of senior roles at Citigroup. Inc. over a 10-year period Other Directorships •Director of Squarespace, Inc. (SQSP) •Former Director of Veritiv Corporation (VRTV) Director Qualifications Ms. Landsman brings over 25 years of digital, mobile and social media experience with large global companies and start-up businesses to the Choice Board. She possesses a strong background in financial services, particularly within the consumer banking, wealth management and credit card industries. Ms. Landsman’s digital experience, knowledge of consumer behavior and deep understanding of how consumers interact across different channels make her an asset to the Board. | | |

  21. Director Nominee Information and Qualifications

    | | | | | Patrick S. Pacious | | | Chief Executive Officer Age: 60 Director Since: 2017 | | Background •President and Chief Executive Officer of the Company since September 2017 •Served as President and Chief Operating Officer of the Company from May 2016 to September 2017; Chief Operating Officer from January 2014 until May 2016; Executive Vice President, Global Strategy & Operations from February 2011 through December 2013; Senior Vice President Corporate Strategy and Information Technology from August 2009 to February 2011; Senior Vice President, Corporate Development and Strategy from December 2007 to August 2009; Vice President, Corporate Development and Innovation from May 2006 to December 2007; and Senior Director of Corporate Strategy from July 2005 to May 2006 •Prior to joining the Company, he was employed by Bearingpoint Inc. as a Senior Manager from 2002 until 2005 and Arthur Andersen Business Consulting LLP as a Senior Manager from 1996 until 2002 Other Directorships •Director of Valvoline Inc. (VVV) Director Qualifications Because Mr. Pacious serves as the Company’s Chief Executive Officer, he possesses unique insight and information related to both the Company’s day-to-day operations and its long- and short-term needs. Mr. Pacious’ immersion into all aspects of the Company’s business and operations provides a perspective on operational and strategic proposals under consideration by the Board that other directors rely upon in reviewing and approving matters before the Board. | |

  22. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  23. Director Nominee Information and Qualifications

    | 18 | |

  24. Director Nominee Information and Qualifications

    | | | | | | Ervin R. Shames | | | | Independent Age: 85 Director Since: 2002 | Committees: CGN (Chair), CC | | Background •An independent management consultant to consumer goods and services companies, advising on management and marketing strategy, since January 1995 •Former lecturer at the University of Virginia’s Darden Graduate School of Business from 1996 until 2008 •Chief Executive Officer of Borden, Inc. from December 1993 to January 1995, and was President and Chief Operating Officer from July 1993 until December 1993 •President and Chief Executive Officer of Stride Rite Corporation from 1990 to 1992, and then served as its Chairman, President and Chief Executive Officer until 1993 •Served in various management positions with General Foods and Kraft Foods from 1967 to 1989 Other Directorships •Former Chairman of the Board of Sleep Number Corporation (SNBR) •Former Board Chair of Western CT Health Network and Former Board Chair of Norwalk Hospital Director Qualifications Mr. Shames has expertise in management strategy that is valuable to the Board both as a resource for use in evaluating the performance of the Company’s executive team, as well as for developing and fostering management initiatives and incentives within the Company. Mr. Shames’ experience as an executive of consumer products-based companies aligns well with the Board’s constant evaluation of the Company’s hotel brand performance and plans for brand development and enhancement. Mr. Shames’ experience as former Board Chair of Western CT Health Network and as former Board Chair of Norwalk Hospital provides valuable insight from outside of the hospitality industry. Mr. Shames’ background as a lecturer at the Darden School of Business exposed him to a variety of ideas and strategies in the area of business management that are valuable to the Board as a basis for enhancing or refining the Company’s management practices and corporate governance procedures. Mr. Shames has served on numerous for-profit and not-for-profit boards that have provided him in-depth governance experience. | | |

  25. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  26. Director Nominee Information and Qualifications

    | 2026 Proxy Statement | 19 |

  27. Director Nominee Information and Qualifications

    | | | | | | Gordon A. Smith | | | | Lead Independent Director Age: 67 Director since 2022, Prior director from 2004 – 2017 | Committees: AC, CGN | | Background •Former Vice Chairman of JPMorgan Chase •Co-President and Chief Operating Officer of JPMorgan Chase from 2018 to 2021 •Chief Executive Officer, Chase Consumer and Community Banking of JP Morgan Chase from 2012 to 2021 •Mr. Smith joined Chase in 2007. He served first as CEO of Card and then of the Card, Merchant Services and Auto Finance businesses before taking over Consumer & Community Banking in 2012. •Before joining Chase, Mr. Smith spent more than 25 years at American Express, where he led and managed several businesses, including the U.S. Domestic Consumer Card Business. From 2005 until 2007, he was President of the Global Commercial Card business. Other Directorships •Director of Humana Inc. (HUM) •Director of Comcast Corp. (CMCA) •Former Director of Nordstrom, Inc. (JWN) Director Qualifications Mr. Smith’s experience as an executive in the consumer services industry, including his tenure as Vice Chairman at JP Morgan Chase, provides the Board with insight into trends, operations, practices and ideas in industries and markets that have a significant indirect impact on the Company’s core business of hotel franchising. The knowledge Mr. Smith gained during his tenure at American Express, where he played a vital role in managing a global brand and in developing partnerships and customer rewards programs, is valuable in helping the Board review advertising, branding and growth strategies. | | |

  28. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  29. Director Nominee Information and Qualifications

    | 20 | |

  30. Director Nominee Information and Qualifications

    | | | | | | Maureen D. Sullivan | | | | Independent Age: 44 Director Since: 2018 | Committees: AC, CC, DC | | Background •Partner at TCG Capital Management (TCG), since April 2021, who brings significant leadership experience at the intersection of technology, product development, consumer experience, marketing and operations. Before joining TCG, Ms. Sullivan spent the last decade focused on brands that align with the interests and solve the unique needs of female consumers •President and Chief Operating Officer at Heyday Skincare, from March 2020 to March 2021 where she helped to accelerate the company's ability to deliver personalized skincare •President and COO at Rent the Runway, from September 2015 to March 2020, where she helped the company transform into a subscription service disrupting the global fashion industry. During her tenure, Ms. Sullivan helped build the foundation for the company to scale to a $1B valuation, while democratizing fashion and creating a more sustainable way for people to get dressed •President, AOL.com & Lifestyle Brands from April 2009 to September 2015 and began her career at Google New York Engineering before being named Chief of Staff to the American Advertising Organization, where she oversaw business planning and partnership development •Built and launched MAKERS.com, the largest video collection of ground-breaking women’s stories, and documentary film series, chronicling the modern American feminist movement and created and launched the MAKERS Conference, a live event gathering influential women from across industries for a thought leadership conference on accelerating women’s leadership •Launched the MAKERS@ Corporate Advisory Board, connecting corporate partners to the mission of MAKERS - a platform for storytelling highlighting ground-breaking women Other Directorships •None Director Qualifications Ms. Sullivan brings significant consumer brand development and management, marketing, and technology experience to the Board. In particular, her expertise in digital, mobile and social media help shape the Board’s assessments of the Company’s efforts to increase its strategic presence in these areas. Ms. Sullivan’s experience as an executive in consumer-facing, e-commerce, wellness and service focused start-up environments brings a current perspective to the Board’s operational considerations. In addition, Ms. Sullivan has proven herself an influencer and champion of diversity in the workplace. | | |

  31. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  32. Director Nominee Information and Qualifications

    | 2026 Proxy Statement | 21 |

  33. Director Nominee Information and Qualifications

    | | | | | | John P. Tague | | | | Independent Age: 63 Director Since: 2012 | Committees: CC (Chair), AC | | Background •Retired President and Chief Executive Officer of Hertz Global Holdings, Inc. •Chairman and CEO of Cardinal Logistics Holdings from July 2011 until November 2014 •Served UAL Corporation through October 2010 when he retired as President •Executive Vice President and Chief Revenue Officer of United Air Lines, Inc. and UAL Corporation from April 2006 until May 2008 •Joined United as Executive Vice President in 2003 Other Directorships •None Director Qualifications Mr. Tague’s extensive experience in the car rental and airline industries enables him to provide the Board with insights and suggestion relevant to the overall travel industry. Because Mr. Tague’s industry experience is not hotel-based, he provides the Board with unique opinions and assessments about the travel and hospitality industry sector in which the Company operates. | | |

  34. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  35. Director Nominee Information and Qualifications

    | 22 | |

  36. Director Nominee Information and Qualifications

    | | | | | | Donna F. Vieira | | | | Independent Age: 61 Director Since: 2021 | Committees: AC, CC, CGN | | Background •Retired Executive Vice President and Chief Commercial Officer at Sallie Mae where she oversaw the company’s top line revenue growth, as well as pricing, products, sales, marketing, customer and digital experience, and business development. Ms. Vieira departed Sallie Mae in April 2026. •Former Chief Marketing Officer of Consumer Banking and Wealth Management at JPMorgan Chase. •Has an extensive background in marketing and general management via her current role at Sallie Mae and her work at other leading financial services companies including American Express and JP Morgan Chase •At American Express, she focused on new customer acquisition and product development and oversaw the launch of a series of new card products including Blue Business and Business Membership Rewards and was a member of the team that launched Open Small Business •At JP Morgan Chase, she held key small business and consumer-focused roles. She led the development of strategic marketing, brand and digital transformation initiatives to grow deposit and investment balances, as well as customer relationships •Delaware Governor John Carney appointed her as Chair of the Office of the Treasurer’s Plans Management Board, overseeing investment programs that help families to plan and save for post-secondary education •Member of the Executive Leadership Council, the pre-eminent membership organization that is committed to increasing the number of Black executives in global enterprises Other Directorships •None Director Qualifications Ms. Vieira’s experience as an executive in the consumer services industry, including her just completed tenure as Executive Vice President and Chief Commercial Officer at Sallie Mae, as well as her prior roles at JP Morgan Chase and American Express, provide the Board with insight into trends, operations, practices and ideas in industries and markets that have a significant indirect impact on the Company’s core business. Ms. Vieira's experience on the Executive Leadership Council, and the experiences leading her to be named among the Most Influential Black Executives in Corporate America by Savoy Magazine enrich the Board's perspective on Company policies. | | |

  37. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  38. Director Nominee Information and Qualifications

    | 2026 Proxy Statement | 23 |

  39. Board Refreshment and Consideration of Director Nominees

    Board Refreshment and Consideration of Director Nominees Our Corporate Governance and Nominating Committee is primarily responsible for maintaining a strong and diverse Board through robust evaluation and succession planning processes, which include recommending Directors for re-election and identifying new candidates who will bring complementary skills and varied perspectives to our Board. Our Corporate Governance and Nominating Committee evaluates and determines the most impactful and desirable mix of qualifications, characteristics, skills, experiences and perspectives for our Board as a whole, as well as the qualifications and attributes of individual Directors and Director candidates.

  40. Board Refreshment and Consideration of Director Nominees

    | 2026 Proxy Statement | 25 |

  41. Board Refreshment and Consideration of Director Nominees

    | The Board believes that having directors with a broad range of experiences, perspectives and backgrounds expands the Board's understanding of the needs and viewpoints of our customers, franchisees, employees, shareholders and other stakeholders, and helps maximize the Company’s success. The Corporate Governance and Nominating Committee strives to identify qualified candidates who are from different backgrounds to be included in the pool of candidates from which directors are nominated. |

  42. Board Refreshment and Consideration of Director Nominees

    Our Corporate Governance and Nominating Committee strives to achieve an appropriate balance of continuity and refreshment through a mix of newer and longer-tenured Directors. Our Governance Committee and Board believe that there should be a balance of institutional knowledge and fresh perspectives among our Directors, and that long tenure does not itself impair a Director’s independence and often enhances a Director’s ability to apply independent judgment.

  43. Board Refreshment and Consideration of Director Nominees

    | 2 directors have been added to the Board in last 5 years | The addition of Ms. Vieira brought a deep knowledge of the consumer to the Board. The addition of Mr. Smith, who had previously served on the Board from 2004 to 2017, brought an in-depth perspective on the business and practices of the Company as well as the business and practices of the banking and finance industries. |

  44. Board Refreshment and Consideration of Director Nominees

    As the Company’s strategic priorities continue to evolve and in consideration of potential retirements and departures, our Corporate Governance and Nominating Committee continues to proactively evaluate our Board’s composition and succession planning to facilitate a smooth transition and continuity of skills and experience in the boardroom.

  45. Board of Directors

    Board of Directors The Board is responsible for overseeing the overall performance of the Company. Members of the Board are kept informed of the Company’s business primarily through discussions with the Chairman, the CEO and other members of the Company’s management, by reviewing materials provided to them and by participating in Board and committee meetings. The Board in Proposal Three of this proxy is recommending the approval of an Amendment to the Certificate of Incorporation to increase the number of directors from three to twelve, to five to fifteen. In 2025, the Board held six meetings and each director attended 100% of all meetings of the Board and the standing committees of the Board on which he or she served. In 2025, all of the then-current Board members attended the Annual Meeting. The Company expects all directors to attend the Annual Meeting. The independent, non-management members of the Board are required to meet at least once a year in executive session without management present. Mr. Smith, the lead independent director, chairs these meetings. Six such meetings were held in 2025.

  46. Board of Directors

    | 2026 Proxy Statement | 27 |

  47. Board of Directors

    The Board has adopted Corporate Governance Guidelines, a Corporate Ethics Policy and charters for each of its standing committees, including the Audit Committee, Human Capital and Compensation Committee, Corporate Governance and Nominating Committee, and Diversity Committee, each of which is discussed further below. The Diversity Committee Charter was updated in 2025, the Audit Committee Charter and the Human Capital and Compensation Committee Charter were updated in 2022, and the Corporate Governance and Nominating Committee Charter was updated in 2020. The Corporate Governance Guidelines were last updated in 2019, and the Corporate Ethics Policy was updated in 2023 (following the adoption of a temporary addendum effective March 1, 2021), as further discussed below. The Corporate Governance Guidelines, Corporate Ethics Policy and all standing committee charters are included in the investor relations section of the Company’s website at www.choicehotels.com.

  48. BOARD’S ROLE IN OVERSIGHT OF SUSTAINABILITY

    | | | | | | Human Capital and Compensation •Talent management and succession planning •Executive and Director compensation | Audit •Data privacy and data protection •Information security, including cybersecurity | Corporate Governance and Nominating •Oversees ESG strategy and matters •Environmental stewardship | Diversity •Efforts to attract associates with different perspectives, experiences, and backgrounds •Inclusion and belonging for all associates | | | | | | | Management •Our senior executive team works together with our sustainability vice-president to advance our ESG efforts across the organization | | | |

  49. Proposal No. 2—Advisory Vote to Approve Named Executive Officer Compensation

    | Pay for Performance | Link pay through short- and long-term incentives to corporate, team and individual performance to encourage and reward excellence and outcomes that further the Company’s results and enhance shareholder value | | Encourage Growth | Encourage the exploration of opportunities in business areas that are complementary to our core hotel franchising business, leveraging core competencies and / or adding to our franchising business model | | Competitive Pay | Assure that compensation relates to performance relative to companies of similar complexity and global scale in terms of system-wide gross room revenue and market capitalization to provide effective incentives and encourage retention | | Shareholder Alignment | Align the interests of executives with those of our shareholders through grants of equity-based compensation that, coupled with our stock ownership requirements, encourage significant ongoing equity ownership | | Long-Term Focus | Foster long-term focus and continued investment in growth required for strong performance in the hospitality industry through equity incentives that vest over time | | Internal Pay Equity | Consider internal pay equity so that the relationship between internal executive pay levels is appropriate | | Recruitment and Retention | Enable the recruitment and retention of highly qualified executives able to excel within a complex organization that manages extensive system-wide gross room revenues in a rapidly changing, disruptive distribution environment |

  50. Short-Term Incentive (Cash) Program

    Short-Term Incentive (Cash) Program •Rewards executives for achieving both financial and strategic goals

  51. FOCUSES ON NEAR-TERM STRATEGIC OBJECTIVES

    | 2025 Business Priority | Metric | Metric Weighting | 2025 Performance Achievement | 2025 Annual Cash Incentive Payout (as percent of Target) | | Drive profitable operational revenue growth | Adjusted Operating Income and Brand Direct Expense* | Weight varies by role from 50% to 70% | 99.2% $519.0 million adjusted operating income | 95.0% | | Drive top line revenue growth | Corporate Revenue | 20% | 99.2% $975.7 million | 97.5% | | Focus on strategic pillars of brand growth, guest and franchisee value proposition enhancements and platform expansion | Strategic Initiatives | Weight varies by role from 10% to 20% | Overall, Strategic Initiatives slightly below plan | 95.0% |

  52. Long-Term Incentive (Equity) Program

    Long-Term Incentive (Equity) Program •Rewards executives for sustaining long-term financial performance based on achievement of EPS targets tied to the strategic long-range plan, with 15% possible TSR modifier for performance above/below the peer group. •Use of 100% performance-based PVRSUs and Options creates linkage to share value appreciation and alignment with shareholders.

  53. DRIVES LONG-TERM RETURNS

    DRIVES LONG-TERM RETURNS

  54. DRIVES LONG-TERM RETURNS

    | 2023 - 2025 Award Components | Metric | Rationale | Performance | Payout | | 75% PVRSUs (3-year cliff vesting) | Cumulative 3-year EPS | Strong alignment with shareholder value creation | 107% EPS achievement of $19.98 vs. $18.62 target | 136% (as percent of Target) | | | +/-15% relative 3-Year TSR modifier | Stock investment performance relative to peers* | 3-Year TSR % rank: 34th percentile (no modifier) | TSR Modifier: No Adjustment | | 25% Options (pro rata vesting over 4 years) | Stock price performance | No value unless increase in stock price Strengthen pay for performance alignment via share price performance | | |

  55. DRIVES LONG-TERM RETURNS

    * Peer group for rTSR modifier consists of S&P 400 Consumer Discretionary plus select companies from the “Hotels, Resorts and Cruise Lines” and “Hotel and Resort REITs” GICS sub-industries.

  56. DRIVES LONG-TERM RETURNS

    | 42 | |

  57. Shareholder Return Performance

    Shareholder Return Performance The graph below matches the cumulative 5-Year total return of holders of Choice Hotels International, Inc.'s common stock with the cumulative total returns of the NYSE Composite index, the S&P 500 Hotels, Resorts & Cruise Lines index, the S&P 400 Consumer Discretionary index and a customized peer group of companies.** The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, 2020 and tracks it through December 31, 2025.

  58. CHOICE 3-YEAR PAY AND PERFORMANCE ALIGNMENT

    CHOICE 3-YEAR PAY AND PERFORMANCE ALIGNMENT The following graph shows the relationship of our CEO’s realizable pay (including actual total cash compensation and the realizable value of equity awards granted during the three-year period) and our cumulative shareholder return for the three years relative to our peer group companies (see “Compensation Competitive Analysis” below). Because of the availability of comparable information, all data for peers is for the years 2022, 2023 and 2024. As illustrated, Choice Hotels CEO pay (including the amortized value of the 2022 Strategic Leadership Alignment Grant) and TSR performance approximate the peer median. Assumptions 1.Equity is valued with a 12/31/2025 stock price. 2.Performance-based awards shown at target for outstanding cycles; shown at earned # of shares for closed cycles (includes special equity grants, etc.). All awards granted during the covered period. 3.Data for peers represents FY22-FY24; data for Choice represents FY23-FY25. 4.TSR performance reflects the period between 12/31/2022-12/31/2025. The table below presents our TSR performance and the Company's TSR percentile rank among the 2025 peer group.

  59. CHOICE 3-YEAR PAY AND PERFORMANCE ALIGNMENT

    | Performance Period | Choice Cumulative TSR Performance | Choice’s TSR Percentile Rank Among 2025 Peer Group(1)(2) | | One-Year (2025) | (32.3%) | 19% | | Three-Year (2023-2025) | (13.2%) | 31% |

  60. CHOICE 3-YEAR PAY AND PERFORMANCE ALIGNMENT

    (1)Percentile rank calculation is inclusive of CHH. (2)Peer group is the overall Choice Hotels peer group as discussed in "Compensation Peer Group" below.

  61. Compensation Philosophy

    | Emphasize pay for performance, pay competitively to attract and retain the best talent and drive long-term shareholder value creation. | | •Emphasize Pay for Performance by aligning incentives with the achievement of financial and strategic objectives that tie to the Company's long range plan including brand growth, guest and franchisee value proposition, platform expansion, and talent. We reward executives who achieve or exceed Company financial and strategic objectives that create focus, drive execution and deliver value to shareholders. | | •Pay Competitively by ensuring compensation for each executive is aligned with the appropriate internal and external competitive market. Compensation opportunity is designed to be competitive with other corporations of similar complexity and scale in terms of system-wide revenue and market capitalization. Due to the complexity of managing the extensive system-wide gross room revenue, as well as the rapidly changing distribution and e-business environment, paying competitively to similarly complex organizations is critical to recruit and retain strong talent. Utilizing relative TSR ("rTSR") PVRSUs allows us to adjust the reward for performance against our peer set. | | •Drive Long-Term Shareholder Value by linking executive pay to the Company’s share value. This linkage fosters the long-term decision making required for investment and growth in the hospitality industry. The Company believes that shareholder value will increase through continued growth in the core business, as well as investments in growth opportunities beyond the core and the optimization of balance sheet debt levels. The Company will drive long-term shareholder value by concentrating on the strategic focus areas of brand growth, guest and franchisee value proposition, platform expansion, and talent. The execution of this strategy will be achieved through Choice’s strong cultural values which drive results through leadership, performance excellence and enterprise-wide accountability. |

  62. Compensation Objectives

    | Objective | Description | | Pay for Performance | Link pay through short- and long-term incentives to corporate (financial and strategic) and individual performance to encourage and reward excellence and outcomes that deliver strong Company performance and enhance shareholder value | | Encourage Growth | Encourage the exploration of growth opportunities, including opportunities in business areas that leverage core competencies and / or enhance our franchising business model | | Competitive Pay | Assure that compensation is aligned with performance relative to companies of similar complexity (e.g., multi-brand franchisors and hospitality industry) and scale (e.g. system-wide gross room revenue and market capitalization) providing effective incentives that strengthen retention, and reward performance | | Shareholder Alignment | Align the interests of executives with those of our shareholders through grants of equity-based compensation that, coupled with our stock ownership requirements, create significant ongoing equity ownership and drive long-term focus on share value appreciation | | Long-Term Focus | Foster long-term focus and continued investment in the growth required for top percentile performance in the hospitality industry through performance-based equity incentives that vest over time in three to five years | | Internal Pay Equity | Consider internal pay equity to strategically position individual executive pay with the desired positioning relative to each other, as well as all employees | | Recruitment and Retention | Enable the recruitment and retention of highly qualified executives able to excel within a complex organization that manages extensive system-wide gross room revenues in a rapidly changing, disruptive distribution environment |

  63. Short-Term Incentive Compensation

    Short-Term Incentive Compensation The Company’s Management Incentive Plan (the “MIP”) is a short-term cash incentive program through which financial and strategic objectives are set. The targets for the MIP were set at the beginning of 2025 and for Mr. Pacious and Mr. Oaksmith were based 70% achieving an operating income goals, 20% on achieving enterprise revenue goals, and 10% on achieving strategic objectives. For Mr. Dragisich, his target for the MIP was based 50% on achieving operating income goals, 20% on achieving enterprise revenue goals, 10% on achieving certain brand direct revenue and expenses goals, and 20% on achieving strategic objectives. For Ms. Wu and Mr. Cimerola, their target for the MIP was based 60% on achieving operating income goals, 20% on achieving enterprise revenue goals, and 20% on achieving strategic objectives.

  64. SHORT-TERM INCENTIVE TARGET OPPORTUNITIES

    SHORT-TERM INCENTIVE TARGET OPPORTUNITIES Under the MIP, each NEO has a target incentive opportunity equal to a percentage of his or her base salary. Mr. Oaksmith's target increased from 75% in 2024 to 100% in 2025 to strengthen his competitive positioning. There were no other changes to the target percentages in 2025 for the NEOs as compared to the 2024 target percentages. The threshold, target and maximum incentive levels for each of the NEOs for 2025 were:

  65. SHORT-TERM INCENTIVE AS A PERCENTAGE OF SALARY

    SHORT-TERM INCENTIVE AS A PERCENTAGE OF SALARY

  66. SHORT-TERM INCENTIVE AS A PERCENTAGE OF SALARY

    | NEO | Threshold | Target | Maximum | | Pacious | 100.0% | 200.0% | 400.0% | | Oaksmith | 50.0% | 100.0% | 200.0% | | Dragisich | 57.5% | 115.0% | 230.0% | | Wu | 30.0% | 60.0% | 120.0% | | Cimerola | 30.0% | 60.0% | 120.0% |

  67. SHORT-TERM INCENTIVE AS A PERCENTAGE OF SALARY

    | 48 | |

  68. SHORT-TERM INCENTIVE PERFORMANCE GOALS

    SHORT-TERM INCENTIVE PERFORMANCE GOALS

  69. SHORT-TERM INCENTIVE PERFORMANCE GOALS

    | Performance Metric* | Why Metric is Used | How Goals are Set | | Operating Income | Heightens the focus on driving profitable operational revenue growth. The weighting of operating income varies by NEO from between 50% to 70%. | The Board approves operating income goals in February of the performance year. | | Enterprise Revenue | Drive top line revenue growth. The weighting of enterprise revenue for all NEOs is 20%. | The Board approves enterprise revenue goals in February of the performance year. | | Strategic Initiatives | Focuses the Company on long-term growth strategy through strategic pillars of brand growth, guest and franchisee value proposition, platform expansion, and talent. For Messrs. Pacious and Oaksmith the percentage is 10%, for Messrs. Dragisich and Cimerola and Ms. Wu, the percentage is 20%. | The Board approves the Company's strategic initiative goals in February of the performance year. |

  70. SHORT-TERM INCENTIVE PERFORMANCE GOALS

    * 10% weight for Mr. Dragisich only is tied to certain direct revenue and expense goals that are approved by the Board in February.

  71. Operating Income

    Operating Income The Committee established operating income of $522.9 million as a performance metric target for the 2025 MIP. The recommended target excluded the impact of the Company’s marketing and reservation system activities as these activities are contractually required to break even over the long-term. The 2025 MIP was structured to fund 50% to 70% of the bonus pool at the target bonus level for each NEO upon achievement of the operating income target for the year and to pay and fund a percentage of the target incentive for operating income performance above or below the target. For purposes of our incentive compensation, operating income is calculated in accordance with GAAP, then adjusted by the Committee based on approved exceptions, as noted below. The Committee expected achievement of the operating income target to be at least as difficult as the Committee expected the achievement of the 2023 and 2024 operating income targets to be when established, and recognized the goals are in line with growth and investment strategy to drive significant long term results.

  72. Corporate Revenue

    Corporate Revenue The Committee established corporate revenue of $976.9 million as a performance metric target for the 2025 MIP. The recommended target excluded the impact of the Company’s marketing and reservation system activities, management company reimbursable revenues, and franchisee related pass-thru revenues as these activities are contractually required to break even over the long-term. The 2025 MIP was structured to fund 20% of the bonus pool at the target bonus level for each NEO upon achievement of the corporate revenue target for the year and to pay and fund a percentage of the target incentive for performance above or below the target. For purposes of our incentive compensation, corporate revenue, as defined by the Committee, is calculated in accordance with GAAP. The Committee expected achievement of the corporate revenue target to be at least as difficult as the Committee expected the achievement of prior year targets to be when established, and recognized the goals are in line with growth and investment strategy to drive significant long term results.

  73. SHORT-TERM INCENTIVE PERFORMANCE RESULTS

    SHORT-TERM INCENTIVE PERFORMANCE RESULTS Reflecting Strong Performance in a Challenging Macro-economic Environment

  74. SHORT-TERM INCENTIVE PERFORMANCE RESULTS

    | | 2025 Performance Level | | | Metric Weighting | Achievement % | Weighted Payout % | | Performance Metric(1) | Threshold | Target | Maximum | | | | | Operating Income (adjusted) | | | | | 99.2% | 95.0% | | Enterprise Revenue | | | | | 99.2% | 97.5% | | Strategic Initiatives(2) | | | | | 95.0% | 95.3% | | | | | | Payout Percentage | | 95.6% |

  75. SHORT-TERM INCENTIVE PERFORMANCE RESULTS

    (1)Direct Brand revenue and expense, which is weighted 10% of the annual incentive for Mr. Dragisich only, reflect the net financial performance of the Company’s brand segments, inclusive of brand-level revenues and the associated operating expenses; for purposes of determining payouts under the 2025 MIP Plans, performance achieved 98.0% of target, reflecting results that were generally in line with expectations despite softer industry demand trends and continued investment in brand marketing and platform initiatives. (2)Funding for the strategic initiatives portion of the bonus pool requires a minimum of 75% operating income achievement.

  76. 2025 SHORT-TERM INCENTIVE PAYOUTS

    2025 SHORT-TERM INCENTIVE PAYOUTS As adjusted 2025 operating income of $519.0 million was slightly below the target of $522.9 million, the MIP incentive portion related to operating income for Messrs. Pacious, Oaksmith, Dragisich, Cimerola, and Ms. Wu was funded at 95%. Corporate revenue of $975.7 million compared to a goal of $983.9 million, representing 99.2% achievement, resulted in a 97.5% payout for this component for all executives. Mr. Dragisich’s incentive opportunity also included a Direct Brand revenue and expense component, weighted at 10% of his bonus, which achieved 98.0% of target and resulted in a 97.5% payout. Strategic initiatives performance reflected meaningful progress across the Company’s strategic priorities, and the related portion of the MIP was funded at 95%.(1)

  77. 2025 SHORT-TERM INCENTIVE PAYOUTS

    | | Target Incentive (%) | Target Incentive ($) | Actual Incentive ($) | Actual Incentive as a Percent of Target (%) | | Patrick Pacious | 200% | $2,580,548 | $2,464,423 | 95.5% | | Scott Oaksmith | 100% | $660,411 | $630,692 | 95.5% | | Dominic Dragisich | 115% | $862,500 | $827,461 | 95.9% | | Simone Wu | 60% | $351,000 | $335,205 | 95.5% | | Patrick Cimerola | 60% | $300,000 | $286,500 | 95.5% |

  78. 2025 SHORT-TERM INCENTIVE PAYOUTS

    (1)Target and Actual Incentive based on salary earned during 2025, including any adjustments made during the year (i.e., March 2025).

  79. 2025 SHORT-TERM INCENTIVE PAYOUTS

    | 52 | |

  80. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation is the largest component of total compensation for our NEOs. Linking the greatest portion of total compensation to long-term objectives aligns executives’ interests with the interests of shareholders. The Committee believes this emphasis on the long-term, focuses executives on long-term investment decisions and proactive management of potential risks facing the business. To strengthen the tie between executive compensation and the Company’s performance, each executive’s targeted and actual pay mix may vary by position, with the positions that have a greater impact on performance / operations generally having more pay at risk in the form of long-term incentives.

  81. ALL NEO LONG-TERM INCENTIVE MIX

    ALL NEO LONG-TERM INCENTIVE MIX In 2025, the Committee approved performance-vested RSU (PVRSU) awards for the NEOs as follows:

  82. ALL NEO LONG-TERM INCENTIVE MIX

    | 100% Performance-Based | | PVRSUs (cumulative 3-year EPS with +/- 15% rTSR modifier, three-year vesting period) |

  83. ALL NEO LONG-TERM INCENTIVE MIX

    100% PVRSUs drives focus on EPS and TSR performance.

  84. PVRSUs

    PVRSUs The Company grants PVRSUs with performance conditions based on a financial performance metric, i.e., EPS, as well as a market condition criteria based on the Company’s TSR relative to a predetermined peer group. The vesting of PVRSU awards is contingent upon the Company achieving the EPS performance target and TSR performance relative to a peer group for the performance period, and the employees’ continued employment for a service period. These performance conditions affect the number of shares that will ultimately vest. The 2025 All NEO PVRSUs granted utilize a combination of cumulative EPS performance (three years), rTSR (three years) and time-based (three years) vesting. Depending upon TSR performance against certain peers over the 3-year period, the PVRSU grant may be increased in value by 15% (if relative TSR is at or above the 75% percentile) or decreased in value by 15% (if relative TSR at or below the 25th percentile).

  85. LONG-TERM INCENTIVE TARGET OPPORTUNITIES

    LONG-TERM INCENTIVE TARGET OPPORTUNITIES The value of the long-term incentive opportunity granted to each NEO in 2025 was determined based on a percentage of base salary or a targeted dollar value. Each NEO’s opportunity was determined based on the criticality of the role in achieving the short and long-term, financial and strategic goals of the Company and relative to the competitive market. The following table sets forth the equity award grant value for the February 2025 grants and base salary for each NEO as of December 31, 2025:

  86. LONG-TERM INCENTIVE TARGET OPPORTUNITIES

    | NEO | 12/31/2025 Base Salary | Target Grant Value | 2025 Annual Equity Award Grant Date Fair Value(1) | | Pacious | $1,300,000 | $4,000,000 | $4,000,098 | | Oaksmith | $675,000 | $1,687,500 | $2,000,049 | | Dragisich | $750,000 | $2,000,000 | $2,500,062 | | Wu | $585,000 | $1,200,000 | $1,200,030 | | Cimerola | $500,000 | $890,000 | $890,137 |

  87. LONG-TERM INCENTIVE TARGET OPPORTUNITIES

    (1)Represents annual management grants awarded February 27, 2025. Compensation expense is recognized ratably over the requisite service period, regardless of whether the market conditions are achieved and the awards ultimately vest.

  88. 2022-2024 EPS-Based PVRSUs with TSR Modifier

    2022-2024 EPS-Based PVRSUs with TSR Modifier The NEO 2022 PVRSU grant was based on the two-year performance period 2022 through 2024, with eligibility for a three-year TSR modifier. The cumulative EPS target was $14.91 for the performance period 2022-2024 and the threshold was $11.93. The actual three-year cumulative EPS applicable to the 2022-2024 EPS-Based PVRSUs with TSR Modifier was $18.76, reflecting 125.8% of target and a payout of 200% of target. The company’s relative TSR over the measurement period (2022-2024) totaled -0.1%, representing a rank of 49% compared to the peer set. As a result, there is no modifier applied to the grant vesting. These awards vested on March 2, 2025.

  89. 2023-2025 EPS-Based PVRSUs with TSR Modifier

    2023-2025 EPS-Based PVRSUs with TSR Modifier The NEO 2023 PVRSU grant was based on the three-year performance period 2023 through 2025, with eligibility for a three-year TSR modifier. The cumulative EPS target was $18.62 for the performance period 2023-2025 and the threshold was $15.28. The actual three-year cumulative EPS applicable to the 2023-2025 EPS-Based PVRSUs with TSR Modifier was $19.98, reflecting 107% of target and a payout of 136% of target. The company’s relative TSR over the measurement period (2023-2025) totaled -18.1%, representing a rank of 34% compared to the peer set. As a result, there is no modifier applied to the grant vesting. These awards vested on March 2, 2026.

  90. 2023-2025 EPS-Based PVRSUs with TSR Modifier

    | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | Status | | 2020-2024 PVRSUs Mr. Pacious Relative TSR - Tranches lock and vest at end of 2022, 2023, 2024(1)(2)(4) | | | Tranche 1 certified and vested on March 2, 2023 | Tranche 2 certified and vested on March 2, 2024 | Tranche 3 certified and vested on March 2, 2025 | | | | Certified: Tranche 1: 266.7% Tranche 2: 76% Tranche 3: 186.0% Final Payout: 176.2% | | | 2021-2025 Mr. Pacious Mr. Dragisich Relative TSR Performance periods end at conclusion of 2023, 2024, 2025(2)(4) | | | Tranche 1 certified and vested on March 2, 2024 | Tranche 2 certified and vested on March 2, 2025 | Tranche 3 certifies and vests on March 2, 2026 | | | Certified: Tranche 1: 0% Tranche 2: 76% Tranche 3: 0% Final Payout: 25.3% | | | | 2022 to 2026 Mr. Pacious Mr. Dragisich Relative TSR(2)(4) 5-year vesting (certifies and vests at 3-year, 4-year, 5-year) first tranche certifies 10%, second 20%, third 70% | | | Tranche 1 certified and 10% vested on March 2, 2025 | Tranche 2 certifies and 20% vests on March 2, 2026 (if earned) | Tranche 3 certifies and 70% vests on March 2, 2027 (if earned) | | Certified: Tranche 1: 50% Tranche 2: 0% | | | | 2022 - 2024 All NEOs Cumulative EPS w 15% modifier(2)(5) | | | Vested on March 2. 2025 | | | | Certified at 200% No TSR modifier | | | | | 2023 - 2025 NEOs Cumulative EPS w 15% TSR modifier(2)(5) | | | Vests on March 2, 2026 | | | Certified at 136% No TSR modifier | | | | | | 2024 - 2026 NEOs Cumulative EPS w 15% TSR modifier(2)(5) | | | Vests on March 2, 2027, (if earned) | | Period not yet complete | | | | | | | 2025 - 2027 NEOs Cumulative EPS w 15% TSR modifier(2)(5) | | | Vests on March 2, 2028, (if earned) | Period not yet complete |

  91. 2023-2025 EPS-Based PVRSUs with TSR Modifier

    PVRSU Graphic Notes: (1)Performance achievement levels relative to threshold, target and maximum are established at the beginning of the performance period, as well as the corresponding percentage of the target grant that will be earned at each achievement level. As a result, the number of PVRSUs that vest during any performance period may range from 0% to 300% of the initial grant. (2)PVRSU targets for EPS are set after considering the Company’s business plan and anticipated market performance. Due to competitive reasons, goals will be disclosed after the conclusion of the performance period. (3)Certain PVRSUs based on relative TSR require performance at the 65th percentile to pay out at target. (4)rTSR peer group consists of select companies from the “Hotels, Resorts and Cruise Lines” and “Hotel and Resort REITs” GICS sub-industries. (5)rTSR peer group consists of S&P 400 Consumer Discretionary plus select companies from the “Hotels, Resorts and Cruise Lines” and “Hotel and Resort REITs” GICS sub-industries.

  92. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee has authority to retain outside compensation consultants and advisors to assist the Committee. The Committee is directly responsible for the appointment, compensation and oversight of any compensation consultant. The compensation consultant reports directly to the Committee and pursuant to the Committee’s instructions, works with management to compile information and gain an understanding of the Company and any issues for consideration by the Committee. The Committee currently retains Meridian Compensation Partners to review market trends and advise the Committee regarding executive compensation matters. For a full description of the compensation consultant’s role in advising the Committee, see “Corporate Governance - Committees of the Board” above.

  93. USE OF COMPETITIVE MARKET DATA

    USE OF COMPETITIVE MARKET DATA The Committee reviews competitive market data of companies with which we compete in business and/or for talent. Specifically, the Committee reviews data from companies with the following characteristics: 1.Revenue comparability (considering franchise system-wide revenue) 2.Business complexity 3.Franchising focus (multi-brand) 4.Technology focus Technology capability and focus are particularly relevant to Choice as we seek to drive business through our distribution channels, strengthening our propriety contribution and the value of our brands. Market data gives the Committee insight into the range of compensation in the competitive market and a general understanding of marketplace compensation practices and policies. However, the Committee does not use comparative market data to “benchmark” the amount of total compensation or any specific element of compensation for our executives. Choice’s peer group is developed to support Choice Hotels’ unique business model and objectives, recognizing that its GAAP revenue is not indicative of the breadth of executive responsibilities due to its franchise business model.

  94. COMPENSATION PEER GROUP

    COMPENSATION PEER GROUP Choice reevaluates its compensation peer group annually with the assistance of its compensation consultant. The Committee believes that the peer group, consisting of a diverse set of companies, suitably matches the Company’s increasingly complex business model and business mix and exemplifies the incentives that the Company plans to use in driving future performance outcomes. Information from the peer group is used as a general reference in evaluating the Company’s compensation practices.

  95. COMPENSATION PEER GROUP

    | Hotels | REITs | Non-Hotel Multi-Brand Franchisors | | Misc. Hospitality | | •Hilton Worldwide Holdings •Hyatt Hotels Corp •Marriott International •MGM Resorts International •Wyndham Hotels & Resorts •Wynn Resorts | •Host Hotels | •Chipotle Mexican Grill •Dine Brands •Domino’s Pizza •Wendy’s •Wingstop | •Bloomin’ Brands •Brinker International •Papa John’s | •Caesar's Entertainment •Las Vegas Sands Corp •Vail Resorts |

  96. COMPENSATION PEER GROUP

    One of the elements Choice evaluates in determining its peer group is the system-wide revenue of its peer companies. Choice views system-wide revenue as one of the most relevant reflections of a company's true size and complexity.

  97. PVRSU-Related Peer Groups

    PVRSU-Related Peer Groups Choice has separate peer groups related to rTSR PVRSU and its PVRSU modifier. For the rTSR PVRSUs other than the 15% PVRSU modifier, the peer group consists of select companies from the “Hotels, Resorts and Cruise Lines” and “Hotel and Resort REITs” GICS sub-industries. For the 15% rTSR modifier on the 2022, 2023, 2024 and 2025 PVRSU grants, the peer group consists of S&P 400 Mid-Cap Consumer Discretionary index plus select companies from the “Hotels, Resorts and Cruise Lines” and “Hotel and Resort REITs” GICS sub-industries.

  98. PVRSU-Related Peer Groups

    | 2026 Proxy Statement | 57 |

  99. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan NEOs are eligible to defer their base salary, annual cash incentive and long-term incentive plan distributions. Deferrals are held in a Rabbi Trust and, while 100% vested, are subject to the claims of general creditors. The non-qualified plan provides the NEOs with a long-term capital accumulation opportunity through a range of investment opportunities intended to mirror those of the 401(k) plan. The plan is designed to comply with section 409A of the Internal Revenue Code (the “Code”). The non-qualified plan is provided due to the regulatory limits on the amount of compensation that can be contributed to a qualified retirement plan in any given year. The earnings on Mr. Pacious' account is reported in the Summary Compensation Table as it represents earnings on amounts that have been grandfathered under a prior deferred compensation plan. These amounts are categorized as guaranteed preferential earnings. Mr. Pacious is the only NEO remaining in the relevant deferred compensation plan. For more information on these plans, see the All Other Compensation column of the Summary Compensation Table below, and the Non-Qualified Deferred Compensation table below.

  100. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements All provisions granting severance payments upon termination following a change in control were adopted to ensure that the executives will not be tempted to act in their own interests rather than the interests of the Company’s shareholders in the event the Company is considering a change in control transaction. Executives may lose their ability to influence the Company’s performance after a change in control and may not be in a position to earn incentive awards or vest in equity awards, and thus might be biased against such a transaction. The Committee believes the severance provisions ensure executives who are unexpectedly terminated for reasons outside of their control are appropriately compensated for a limited period following termination. Each of the NEOs is entitled to receive various payments and continued benefits upon certain triggering termination events. For each of the NEOs they are set forth in a non-competition, non-solicitation and severance benefit agreement. The terms of the severance provisions and benefits in each of these agreements and the Choice Severance Benefit Plan were based on what the Committee believed was competitive with market at the time of adoption. Further, the Committee believes that the severance, non-competition and non-solicitation provisions are typical within the hospitality and franchise industry and are reasonable and enforceable. Mr. Pacious’ agreement provides for, in the event of termination without cause or constructive termination, a lump-sum payment of 200% of his base salary and bonus opportunity and up to two years of termination benefits. Mr. Pacious’ agreement further provides for, upon termination following a change in control (based on a “double trigger”), a lump-sum payment of 250% of his base salary plus 250% of his annual bonus.

  101. Severance and Change in Control Arrangements

    | 60 | |

  102. Severance and Change in Control Arrangements

    Each of Messrs. Oaksmith's, Dragisich’s, Cimerola's and Ms. Wu’s agreements provide for 70 weeks of severance and termination benefits in the event of termination without cause or constructive termination. For severance payments upon termination following a change in control (based on a “double trigger”) the executive would receive a lump sum payment of 200% of the executive’s base salary plus 200% of the executive’s annual bonus. Each of Messrs. Oaksmith's, Dragisich’s, Cimerola's and Ms. Wu’s agreements were amended as of December 31, 2025 to provide that, to the extent necessary to comply with Section 409A of the Code, any amount of severance payable in connection with a change in control that is determined not to be exempt from Section 409A shall be paid in installments in accordance with the Company’s normal payroll practices. These agreements do not provide for gross-up payments for excise tax. For a more detailed discussion of the arrangements applicable to each NEO, including an estimated quantification of the benefits payable to each officer assuming a termination event as of December 31, 2025, see “Potential Payments Upon Termination or Change of Control” below.

  103. Summary Compensation Table

    Summary Compensation Table The following table summarizes total compensation paid or earned by each of the NEOs for the years ended December 31, 2025, 2024 and 2023.

  104. Summary Compensation Table

    | Name and Principal Position(7) | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Preferred Non-Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Patrick Pacious | 2025 | 1,288,462 | — | 4,000,098 | — | 2,464,423 | 9,990 | 311,727 | 8,074,700 | | President and Chief Executive Officer | 2024 | 1,226,923 | — | 2,250,106 | 750,038 | 3,345,749 | 9,132 | 208,321 | 7,790,269 | | | 2023 | 1,150,000 | — | 1,500,107 | 500,039 | 2,944,000 | 6,800 | 277,256 | 6,378,202 | | Scott Oaksmith | 2025 | 657,692 | — | 2,000,049 | — | 630,692 | — | 102,073 | 3,390,506 | | Senior Vice President, Chief Financial Officer | 2024 | 582,692 | — | 900,110 | 300,039 | 587,966 | — | 104,792 | 2,475,599 | | | 2023 | 470,000 | — | 391,542 | 130,521 | 405,485 | — | 82,396 | 1,479,944 | | Dominic Dragisich | 2025 | 750,000 | — | 2,500,062 | — | 827,461 | — | 153,247 | 4,230,770 | | EVP, Operations & Chief Global Brand Officer | 2024 | 750,000 | — | 1,875,107 | 625,019 | 1,127,719 | — | 111,868 | 4,489,713 | | | 2023 | 703,846 | — | 1,695,074 | 565,023 | 941,492 | — | 146,071 | 4,051,506 | | Simone Wu | 2025 | 585,000 | — | 1,200,030 | — | 335,205 | — | 94,461 | 2,214,696 | | SVP, Gen Counsel and Secretary | 2024 | 579,231 | — | 750,110 | 250,039 | 447,191 | — | 70,530 | 2,097,101 | | | 2023 | 560,000 | — | 525,025 | 175,037 | 423,360 | — | 61,236 | 1,744,658 | | Patrick Cimerola | 2025 | 500,000 | — | 890,137 | — | 286,500 | — | 95,596 | 1,772,233 | | Chief Human Resources Officer | | | | | | | | | |

  105. Summary Compensation Table

    (1)Values reflect base salary actually received by each NEO in the years presented, which depending on the position of pay periods within a calendar year, may not equal a NEO’s stated annual salary. (2)For each of the NEOs, amounts shown in the Stock Awards column for 2025, 2024 and 2023 include the grant date fair values for Restricted Stock ("RS") and PVRSUs. The values included for PVRSUs are based on the probable outcome of the performance goals on the grant date (100% of the performance target), computed in accordance with FASB ASC Topic 718. Assumptions used to calculate fair value for Stock and Option Awards for 2025 are discussed in Note 16 to the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The actual value realized by each individual with respect to PVRSU awards will depend on the Company’s actual performance relative to the performance goals, with vesting of actual shares ranging from 0% to 300% for PVRSUs based on actual performance against the performance target established at the time of grant. The grant date fair value based on the probable outcome for the February 27, 2025 PVRSU awards was $4,000,098 for Mr. Pacious, $2,000,049 for Mr. Oaksmith, $2,500,062 for Mr. Dragisich, $1,200,030 for Ms. Wu and $890,137 for Mr. Cimerola. The grant date fair value based on the maximum outcome for the February 27, 2025 PVRSU awards was $8,000,196 for Mr. Pacious, 4,000,098 for Mr. Oaksmith, $5,000,124 for Mr. Dragisich, $2,400,060 for Ms. Wu and $1,780,274 for Mr. Cimerola. The grant date fair value based on the probable outcome for the February 29, 2024 PVRSU awards was $2,250,106 for Mr. Pacious, $900,110 for Mr. Oaksmith, $1,875,107 for Mr. Dragisich, and $750,110 for Ms. Wu. The grant date fair value based on the maximum outcome for the February 29, 2024 PVRSU awards was $4,500,212 for Mr. Pacious, 1,800,220 for Mr. Oaksmith, $3,750,214 for Mr. Dragisich, and $1,500,220 for Ms. Wu. The grant date fair value based on the probable outcome for the March 2, 2023 PVRSU awards was $1,500,107 for Mr. Pacious, $391,542 for Mr. Oaksmith, $1,695,074 for Mr. Dragisich, $825,022 for Mr. Pepper, and $525,025 for Ms. Wu. The grant date fair value based on the maximum outcome for the March 2, 2023 PVRSU awards was $3,000,214 for Mr. Pacious, $783,084 for Mr. Oaksmith, $3,390,148 for Mr. Dragisich, $1,300,686 and $1,050,050 for Ms. Wu. (3)The amounts shown under the Option Awards column for 2025, 2024 and 2023, are valued based on the grant date fair value using the Black-Scholes Option Pricing model. (4)Values reflect the cash awards earned by each of the NEO under the 2025 Management Incentive Plan. For a discussion of the performance targets under the 2025 Management Incentive Plan, see the description under the heading "Short-Term Incentive Compensation" above. For a discussion of the potential amounts payable to each NEO under the 2025 Management Incentive Plan, see the Grants of Plan-Based Awards Table below.

  106. Summary Compensation Table

    | 2026 Proxy Statement | 63 |

  107. Summary Compensation Table

    (5)Values reflect the preferential earnings on non-qualified deferred compensation under the Executive Deferred Compensation Plan (“EDCP”). The values reported are based on the excess of the return on amounts credited to accounts in the EDCP at the annually designated rate of return over 120% of the applicable federal long-term rate. (6)See the All Other Compensation table below for additional information on the amounts included for each NEO in the 2025 All Other Compensation column. (7)Mr. Cimerola was not a named NEO for the SCT table in 2023 or 2024.

  108. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The Committee determines the aggregate equity value to be awarded to each NEO annually as discussed above in Compensation Discussion and Analysis, under the heading Long-Term Incentive Compensation. In 2025, the aggregate annual equity value for each of the NEOs was awarded as 100% PVRSUs. For example, as discussed above in Compensation Discussion and Analysis, Ms. Wu's long-term equity grant value on February 27, 2025 was 205.1% of her base salary, or $1,200,030. The value of the aggregate equity grant to be delivered as PVRSUs ($1,200,030) was divided by the closing price of Choice’s Common Stock on the date of grant, or $143.27. Thus, Ms. Wu's stock grant was determined as follows: $1,200,030/$143.27 = 8,376 PVRSUs.

  109. Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise Price of Option Awards ($)(5) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Pacious | | 1,300,000 | 2,600,000 | 5,200,000 | | | | | | | | | | 2/27/2025 | | | | 13,960 | 27,920 | 64,216 | — | — | — | 4,000,098 | | Oaksmith | | 337,500 | 675,000 | 1,350,000 | | | | | | | | | | 2/27/2025 | | | | 6,980 | 13,960 | 32,108 | — | — | — | 2,000,049 | | Dragisich | | 431,250 | 862,500 | 1,725,000 | | | | | | | | | | 2/27/2025 | | | | 8,725 | 17,450 | 40,135 | — | — | — | 2,500,062 | | Wu | | 175,500 | 351,000 | 702,000 | | | | | | | | | | 2/27/2025 | | | | 4,188 | 8,376 | 19,265 | — | — | — | 1,200,030 | | Cimerola | | 150,000 | 300,000 | 600,000 | | | | | | | | | | 2/27/2025 | | | | 3,107 | 6,213 | 14,290 | — | — | — | 890,137 |

  110. Grants of Plan-Based Awards Table

    (1)The amount reflects the threshold payment level under the Company’s 2025 Management Incentive Plan, which is 50% of the target amount. Maximum amount reflects 200% of the target amount. For a discussion of the performance targets under the 2025 Management Incentive Plan, see Short-Term Incentive Compensation above. For the actual payments made to each NEO pursuant to the 2025 Management Incentive Plan, see the 2025 Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. (2)The amounts represent the range of PVRSU awards upon vesting. The February 27, 2025 award will cliff vest in three years upon meeting the minimum threshold requirements of the 2025-2027 EPS performance period as modified by the rTSR versus peer group percentile for the measurement period from 2025-2027. The awards have a maximum payout opportunity of 230% of target. During the performance periods for these awards, dividends cash equivalents accrue on the PVRSUs at the same rate as dividends are paid out on our outstanding Common Stock; provided, however, these dividend cash equivalent payments are made at the time of vesting based on the number of shares that are earned and actually vest.

  111. Grants of Plan-Based Awards Table

    | 2026 Proxy Statement | 65 |

  112. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table

  113. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table provides information on the holdings of stock options and stock awards by NEOs as of December 31, 2025. This table includes unexercised and unvested stock option awards, unvested RS and unvested PVRSUs with performance conditions that have not yet been satisfied. The market value of the RS, and PVRSU awards is based on the NYSE closing market price of Choice’s stock as of December 31, 2025, which was $95.26. December 31, 2025 was the last trading day of 2025. The PVRSUs will be earned, if at all, based on (i) our cumulative EPS performance as compared to the target EPS goal for the respective measurement periods, (ii) the Company's rTSR achievement against certain peers, or (iii) based on achievement of certain strategic growth objectives.

  114. Outstanding Equity Awards at Year-End

    | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Pacious | 2/22/2019 | 66,288 | — | 81.15 | 02/22/26 | — | — | — | — | | | 2/28/2020 | 68,116 | — | 91.28 | 02/28/30 | — | — | — | — | | | 2/26/2021 | 92,858 | — | 104.87 | 02/26/31 | — | — | 1,207 | 114,979 | | | 2/25/2022 | 17,340 | 5,782 | 146.68 | 02/25/32 | 153,396 | 14,612,503 | 15,340 | 1,461,288 | | | 3/2/2023 | 5,862 | 5,865 | 123.71 | 03/02/33 | — | — | 24,252 | 2,310,246 | | | 2/29/2024 | 4,826 | 14,480 | 111.94 | 03/01/34 | — | — | 40,202 | 3,829,643 | | | 2/27/2025 | — | — | | | — | — | 27,920 | 2,659,659 | | Oaksmith | 2/28/2020 | 4,348 | — | 91.28 | 02/28/30 | — | — | — | — | | | 2/26/2021 | 7,032 | — | 104.87 | 02/26/31 | — | — | — | — | | | 2/25/2022 | 4,377 | 1,462 | 146.68 | 02/25/32 | — | — | — | — | | | 3/2/2023 | 1,530 | 1,531 | 123.71 | 03/02/33 | — | — | 6,330 | 602,996 | | | 2/29/2024 | 1,930 | 5,793 | 111.94 | 03/01/34 | — | — | 16,082 | 1,531,971 | | | 2/27/2025 | — | — | | | — | — | 13,960 | 1,329,830 | | Dragisich | 2/28/2020 | 12,796 | — | 91.28 | 02/28/30 | — | — | — | — | | | 2/26/2021 | 33,147 | — | 104.87 | 02/26/31 | — | — | 604 | 57,537 | | | 2/25/2022 | 17,340 | 5,782 | 146.68 | 02/25/32 | 38,349 | 3,653,126 | 3,835 | 365,322 | | | 3/2/2023 | 6,624 | 6,627 | 123.71 | 03/02/33 | — | — | 27,404 | 2,610,505 | | | 2/29/2024 | 4,022 | 12,066 | 111.94 | 03/01/34 | — | — | 33,502 | 3,191,401 | | | 2/27/2025 | — | — | | | — | — | 17,450 | 1,662,287 |

  115. Outstanding Equity Awards at Year-End

    | 2026 Proxy Statement | 69 |

  116. Outstanding Equity Awards at Year-End

    | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Wu | 2/22/2019 | 8,080 | — | 81.15 | 02/22/26 | — | — | — | — | | | 2/28/2020 | 10,290 | — | 91.28 | 02/28/30 | — | — | — | — | | | 2/26/2021 | 14,286 | — | 104.87 | 02/26/31 | — | — | — | — | | | 2/25/2022 | 5,634 | 1,881 | 146.68 | 02/25/32 | — | — | — | — | | | 3/2/2023 | 2,052 | 2,053 | 123.71 | 03/02/33 | — | — | 8,488 | 808,567 | | | 2/29/2024 | 1,609 | 4,827 | 111.94 | 03/01/34 | — | — | 13,402 | 1,276,675 | | | 2/27/2025 | — | — | | | — | — | 8,376 | 797,898 | | Cimerola | 2/22/2019 | 1,232 | — | 81.15 | 02/22/26 | — | — | — | — | | | 2/28/2020 | 1,095 | — | 91.28 | 02/28/30 | — | — | — | — | | | 2/26/2021 | 2,791 | — | 104.87 | 02/26/31 | — | — | — | — | | | 2/25/2022 | 5,202 | 1,735 | 146.68 | 02/25/32 | — | — | — | — | | | 3/2/2023 | 2,418 | 2,420 | 123.71 | 03/02/33 | — | — | 10,004 | 952,981 | | | 2/29/2024 | 1,327 | 3,982 | 111.94 | 03/01/34 | — | — | 11,056 | 1,053,195 | | | 2/27/2025 | — | — | | | — | — | 6,213 | 591,850 |

  117. Outstanding Equity Awards at Year-End

    (1)The stock option awards vest 25% per year beginning on the first anniversary of the grant date. Grants prior to 2020 have a seven-year term. Grants 2020 and after have a ten-year term. (2)Restricted stock awards vest at the rate of 25% each year for four years from the second of the month following the date of grant with the exception of Mr. Pacious' and Mr. Dragisich's February 25, 2022 Strategic Leadership Alignment Grants which vest years 3-5 at 10%, 20% and 70%, respectively. (3)PVRSUs are earned and vest upon the conclusion of a designated performance period and based on actual cumulative EPS and/or rTSR compared to the performance target. Mr. Pacious' and Mr. Dragisich's February 26, 2021 special TSR based PVRSUs vest years 3-5. Their February 25, 2022 special TSR based PVRSUs vest years 3-5 at 10%, 20% and 70%, respectively. The March 2, 2023 and February 29, 2024 grants were based on EPS and rTSR and vest after 3 years. Mr. Pacious' and Mr. Dragisich's February 2021 special TSR based PVRSUs are shown at actual results. Their February 2022 special TSR based PVRSUs are all shown at threshold. The March 2023 and February 2024 grants are shown at maximum excluding TSR modifier. The March 2025 grants are shown at target.

  118. Outstanding Equity Awards at Year-End

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  119. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information for each of the NEOs on stock option exercises during 2025, including the number of shares acquired upon exercise and the value realized and the number of shares acquired upon the vesting of stock awards and the value realized, each before payment of any taxes and broker commissions. Value realized is based on the NYSE closing market price of Choice Common Stock on the date of exercise or vesting, respectively.

  120. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Pacious | 1,226 | 81,664 | 42,801 | 6,022,315 | | Oaksmith | — | — | 3,444 | 484,588 | | Dragisich | 9,453 | 429,292 | 20,135 | 2,833,095 | | Wu | — | — | 4,432 | 623,605 | | Cimerola | — | — | 4,092 | 575,765 |

  121. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Executive Deferred Compensation Plan. In 2002, Choice adopted the Choice Hotels International, Inc. Executive Deferred Compensation Plan, which became effective January 1, 2003, and was amended from time to time (“EDCP”). Our CEO and other key executives approved by the Board (including each of the NEOs) are eligible to participate in the EDCP. During 2025, each of the NEOs participated in the EDCP. Per Company policy, participants in the EDCP are not entitled to participate in the Non-Qualified Plan described below. Under the EDCP, participants may defer up to 90% of their base salary and up to 100% of their bonus each year. Choice matches 50% of up to 15% of eligible salary under the EDCP, reduced by the total matching contributions to which the participant is otherwise entitled under the 401(k) plan. The participant’s right to any Company match vests at 20% per year from the time the participant was first hired, with all past and future match amounts becoming 100% vested after the participant’s fifth year of service. As of December 31, 2025, each of the participating NEOs was fully vested in their Company match amounts. A participant may elect an investment based on a selection of investment options selected by the EDCP’s administrators, which are generally publicly available mutual funds or other indices. Participants may elect to change their investment options under the EDCP in accordance with plan requirements. Benefits commence under the EDCP upon the death of the participant (to the participant’s beneficiary), or, at the participant’s election, upon the participant’s termination of employment or, commencing in 2009, on a January designated by the participant, subject to any requirements imposed by Section 409A of the Internal Revenue Code (“Section 409A”). If no election is made, benefits will commence upon termination of employment, subject to any requirements imposed by Section 409A. Benefits are payable in a lump-sum payment or in annual installments over a period of up to 20 years, as elected by the participant. If no election is made, benefits will be paid in a lump sum. Benefits will also automatically be paid in a lump sum if the amount payable as of the initial payout date is $100,000 or less. In December 2008, the Company amended and restated the EDCP to comply with treasury regulations promulgated pursuant to Section 409A. The amendment and restatement, which became effective on January 1, 2009, applies only to that portion of each participant’s EDCP account balances that are subject to Section 409A (generally, those contribution amounts that became vested or were credited after 2004). The pre-2005 plan documents, along with a March 3, 2009 amendment, continue to apply to the remaining participant account balances (“Grandfathered Accounts”) under the EDCP. Earnings from the Grandfathered Accounts are considered guaranteed preferential earnings and are further discussed in the table below. Mr. Pacious and Mr. Pepper have earnings from the Grandfathered Accounts.

  122. Non-Qualified Deferred Compensation

    | 2026 Proxy Statement | 71 |

  123. Non-Qualified Deferred Compensation

    Non-Qualified Plan. In 1997, Choice adopted the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan, which was amended and restated effective January 1, 2001 and January 1, 2009, and amended effective January 1, 2011 (“Non-Qualified Plan” or “NQP”). Generally, Choice employees who are at the Senior Director level and above and who are not eligible to participate in the EDCP, are eligible to participate in the Non-Qualified Plan. The EDCP includes regular and Grandfathered Accounts. In general, participants under the Non-Qualified Plan may elect to defer up to 90% of their base salary and up to 100% of their annual bonus, reduced by the deferral limit in effect under the Choice 401(k) plan (which was $23,500 for 2025). Choice matches up to 100% of the first 3% of deferred salary and 50% of the next 2% of deferred salary thereafter under the Non-Qualified Plan, offset by the amount of matching contributions to which the participant is entitled under the 401(k) plan. Stock Deferral Program. All Long-Term Incentive Plan participants are entitled to defer all or any portion of any equity award (other than stock options). The executive may elect to defer the receipt of such equity until termination of their employment or until a specified future date. Any dividends or other distributions during the deferral period are credited to the executive’s deferred equity account and reinvested in the purchase of additional Choice Common Stock.

  124. Non-Qualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Pacious | EDCP | 312,138 | 82,635 | 888,677 | — | 6,888,395 | | Oaksmith | EDCP | 72,346 | 35,327 | 114,357 | — | 1,408,349 | | Dragisich | EDCP | 97,500 | 42,250 | 243,987 | — | 1,708,012 | | Wu | EDCP | 87,750 | 29,875 | 541,052 | — | 4,494,058 | | Cimerola | EDCP | 50,000 | 23,500 | 349,589 | — | 2,687,758 | | | Stock Deferral Program | 565,903 | | (929,330) | | 1,978,587 |

  125. Non-Qualified Deferred Compensation

    (1)The following salary and bonus (non-equity incentive plan compensation) amounts are included in this column. The salary amounts represent 2025 base salary deferred by the NEO during 2025 and are also included in the 2025 Salary column of the Summary Compensation Table above.

  126. Non-Qualified Deferred Compensation

    | Name | 2025 Salary ($) | | Pacious | 312,138 | | Oaksmith | 72,346 | | Dragisich | 97,500 | | Wu | 87,750 | | Cimerola | 50,000 |

  127. Non-Qualified Deferred Compensation

    (2)Amounts in this column are included in the 2025 All Other Compensation column of the Summary Compensation Table above. (3)Amounts in this column include earnings on certain officers’ EDCP Grandfathered Accounts and are shown in the 2025 Change in Pension Value and Preferential Non-Qualified Deferred Compensation Earnings column of the Summary Compensation Table above, since they represent guaranteed preferential earnings to each applicable NEO. That amount is $9,990 for Mr. Pacious.

  128. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The tables below reflect the amount of compensation that could have been received by each of the NEOs in the event such executive’s employment had terminated under the various applicable triggering events described below as of December 31, 2025, the last business day of 2025. The amounts shown assume that such termination was effective as of December 31, 2025, and, for any equity-based payments or valuations, the NYSE closing market price of Choice Hotel’s Common Stock on December 31, 2025, or $95.26 per share. The amounts shown are estimates only; the actual amounts to be paid will only be determinable at the time of the executive’s separation from Choice.

  129. Potential Payments upon Termination or Change in Control

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  130. CEO Pay Ratio

    CEO Pay Ratio We are committed to internal pay equity, and the Human Capital and Compensation Committee reviews executive pay in relationship to the ratio as well as to the ongoing impact on Company performance, given the percentage of at-risk compensation. We will continue to evaluate our ratio in relation to our peer group and the market. We provide below, as required by SEC rules, the ratio of the annual total compensation of our CEO to the annual total compensation of the median of our other employees. The annual total compensation of our CEO for 2025, as reflected in the Summary Compensation Table, was $8,074,700. The annual total compensation of the median employee for 2025 was $99,658. The compensation for our CEO in 2025 was approximately 81.0 times the median pay of our employees. The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To determine our median employee, we included all full-time, part-time and temporary employees globally, as of December 31, 2025. We used base pay for the twelve-month period ending December 31, 2025 as our consistently applied compensation measure. The median employee is a salaried U.S. associate. The pay ratio of the total compensation for the CEO as set forth in the Summary Compensation Table to the total compensation of the highest paid non-CEO NEO as set forth in the Summary Compensation Table is 1.91. The pay ratio of the total compensation for the CEO as set forth in the Summary Compensation Table to the averaged total compensation of the non-CEO NEOs utilizing compensation as set forth in the Summary Compensation Table is 2.78. This 2025 calculation includes 2,792 as of December 31, 2025, made up of 1,561 US-based associates, 1,039 associates from our managed hotels population and 192 international associates.

  131. CEO Pay Ratio

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  132. Pay Versus Performance

    Pay Versus Performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (“PEO”) and our other named executive officers (the “other NEOs”) as presented in the Summary Compensation Table on page 63, (ii) the “compensation actually paid” ("CAP") to our PEO and our other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures, and (iv) the relationship of CAP to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and does not necessarily reflect value actually realized by the executives or how our Committee evaluates compensation decisions in light of company or individual performance. For discussion of how our Human Capital and Compensation Committee seeks to align pay with performance when making compensation decisions, please review “Compensation Discussion and Analysis” beginning on page 40.

  133. Pay Versus Performance

    | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officers | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | | | Total Shareholder Return | Peer Group Total Shareholder Return(1) | Net Income (millions) | Operating Income (millions) | | 2025 | $8,074,700 | $(5,194,276) | $2,902,051 | $793,472 | $92.81 | $129.35 | $369.9 | $448.4 | | 2024 | $7,790,269 | $16,855,709 | $2,802,817 | $4,310,831 | $142.00 | $179.62 | $299.7 | $514.1 | | 2023 | $6,379,785 | $6,243,398 | $2,289,204 | $2,326,614 | $112.51 | $164.16 | $258.5 | $375.0 | | 2022 | $37,993,749 | $27,120,091 | $4,678,116 | $3,426,471 | $110.76 | $132.09 | $332.2 | $478.6 | | 2021 | $11,153,040 | $24,056,522 | $2,641,391 | $4,742,732 | $151.93 | $167.26 | $289.0 | $428.9 |

  134. Pay Versus Performance

    (1)Peer group consists of S&P 400 Consumer Discretionary index Patrick Pacious was the PEO for all years in the table. The Non-PEO NEOs for the 5 years are shown in the following table:

  135. Pay Versus Performance

    | Non-PEO NEO | 2021 | 2022 | 2023 | 2024 | 2025 | | Scott Oaksmith | | | x | x | x | | Dominic Dragisich | x | x | x | x | x | | David Pepper | x | x | x | x | | | Simone Wu | x | x | x | x | x | | Patrick Cimerola | | | | | x | | Raul Ramirez | | | | x | | | Robert McDowell | | | x | | | | John Bonds | x | x | | | |

  136. Pay Versus Performance

    The calculation of CAP is shown in the table below, which describes the adjustments, each of which is prescribed by SEC rule, to calculate CAP from the Summary Compensation Table amounts. The Summary Compensation Table amounts and CAP do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Note that the year over year changes were impacted significantly by the change in the year-end stock prices which decreased by 28% from 2021 to 2022, increased by 25% from 2023 to 2024, and saw a significant decrease of 33% from 2024 to 2025. CAP was also impacted by PVRSUs that did not pay out or paid out below target due to the pandemic and resulting economic shutdown.

  137. Pay Versus Performance

    | 82 | |

  138. Pay Versus Performance

    | | | | Adjustments for stock and option awards ($ millions) | | | | | | | | PEO or Non-PEO | FY | Total Comp from SCT | (Subtract): SCT stock and option award amounts | Add: Fair value at year end of awards granted during the covered fiscal year that are outstanding and unvested at year end | Add (Subtract): Year-over- year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | (Subtract): Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during such year | Add: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total comp for the covered year | Comp Actually Paid (as calculated) | | PEO | 2025 | 8.1 | (4.0) | 2.4 | (11.9) | 0.1 | — | 0.2 | (5.2) | | PEO | 2024 | 7.8 | (3.0) | 4.1 | 8.0 | (0.2) | — | 0.2 | 16.9 | | PEO | 2023 | 6.4 | (2.0) | 2.3 | (1.7) | 1.1 | — | 0.2 | 6.2 | | PEO | 2022 | 38.0 | (32.0) | 26.3 | (5.1) | (0.3) | — | 0.1 | 27.1 | | PEO | 2021 | 11.2 | (6.7) | 12.5 | 7.0 | 0.1 | — | — | 24.1 | | Non-PEO(1) | 2025 | 2.9 | (1.6) | 1.0 | (1.5) | — | — | — | 0.8 | | Non-PEO(1) | 2024 | 2.8 | (1.5) | 2.0 | 1.0 | — | — | — | 4.3 | | Non-PEO(1) | 2023 | 2.3 | (1.1) | 1.2 | (0.3) | 0.2 | — | — | 2.3 | | Non-PEO(1) | 2022 | 4.7 | (3.3) | 2.7 | (0.7) | (0.1) | — | — | 3.4 | | Non-PEO(1) | 2021 | 2.6 | (1.3) | 2.3 | 1.1 | — | — | — | 4.7 |

  139. Pay Versus Performance

    (1)Amounts presented are averages for the entire group of Other NEOs in each respective year. There are no adjustments for defined benefit and actuarial pension plans in CAP table since CHH does not offer any of those plans to its NEOs. In addition, the table does not include a column for the vesting date fair value of awards granted and vesting during such year since there were none. PVRSUs that are linked to relative TSR are valued using a Monte Carlo simulation with updated valuation assumptions, including the year-end stock price. Stock options are valued using Black-Scholes calculations.

  140. Non-Employee Director Compensation

    Non-Employee Director Compensation During 2025, non-employee directors were entitled to receive the cash and equity compensation listed below.

  141. Non-Employee Director Compensation

    | 2025 ANNUAL COMPENSATION1 | | |

  142. Non-Employee Director Compensation

    OTHER COMPENSATION (CASH):

  143. Non-Employee Director Compensation

    | | Annual Compensation 2025 | | Audit Committee Member (up to 8 meetings) | 15,000 | | Human Capital and Compensation Committee Member (up to 6 meetings) | 10,000 | | Corporate Governance and Nominating Member (up to 3 meetings) | 10,000 | | Diversity Committee Member (up to 3 meetings) | 10,000 | | Audit Committee Chair | 20,000(2) | | Human Capital and Compensation Committee Chair | 20,000(2) | | Corporate Governance and Nominating Chair | 10,000(2) | | Diversity Committee Chair | 10,000(2) | | Lead Independent Director | 50,000(3) | | Excess Meeting Fees | | | Each In-Person Meeting in Excess of Expected Activity Level (as noted above) | 2,000 | | Each Telephonic Meeting in Excess of Expected Activity Level (as noted above) | 2,000 |

  144. Non-Employee Director Compensation

    (1)The stock portion of the annual retainer is typically paid in the form of restricted stock which vests in equal amounts over a three-year vesting term. (2)Amount is in addition to general non-employee Committee member retainer. (3)Amount is in addition to general non-employee Board member retainer.

  145. Non-Employee Director Compensation

    | 86 | |

  146. Non-Employee Director Compensation

    Non-Employee Director Compensation Non-employee directors are required to reach and maintain in ownership of Company stock five times the then-current standard annual cash retainer, within five years of election to the Board. For currently serving directors, the required ownership level is $425,000. All directors either satisfy the minimum ownership requirements or fall within the exception provided by the 5-year “ramp up” provision of the guidelines. The following table illustrates the compensation earned by or paid to non-employee directors during 2025:

  147. Non-Employee Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Brian B. Bainum | 95,000 | 175,102 | 3,293 | 273,395 | | William L. Jews | 140,000 | 175,102 | — | 315,102 | | Ervin R. Shames | 115,000 | 175,102 | 3,461 | 293,563 | | John P. Tague | 130,000 | 175,102 | — | 305,102 | | Monte J.M. Koch | 110,000 | 175,102 | 389 | 285,491 | | Liza K. Landsman | 115,000 | 175,102 | 8,394 | 298,496 | | Maureen D. Sullivan | 115,000 | 175,102 | 1,413 | 291,515 | | Donna F. Vieira | 110,000 | 175,102 | 2,273 | 287,375 | | Gordon A. Smith | 160,000 | 175,102 | 6,341 | 341,443 |

  148. Non-Employee Director Compensation

    (1)Mr. Pacious is not included in the table as he served as an employee of Choice during 2025 and did not receive any compensation for his role as director. Stewart W. Bainum Jr., Chairman of the Board, is also an executive officer of Choice and does not receive compensation for his services as a director. Pursuant to the terms of Mr. Bainum’s employment contract, he is paid an annual salary of $500,000, with $150,000 paid in cash and $350,000 paid in equity, the vesting of which shall occur in three equal installments on the first, second and third anniversary of the grant date. Mr. Bainum may participate in the Choice 401(k) and non-qualified deferred compensation plans and is furnished with suitable office space and administrative assistance, including access to telephone, computer, fax and other reasonable and necessary office space and office supplies. (2)Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. As of December 31, 2025, each director had the following aggregate number of deferred shares accumulated in their deferral accounts for all years of service as a director, including additional shares credited as a result of reinvestment of dividend equivalents: Brian B. Bainum, 0; William L. Jews, 6,140; Ervin R. Shames, 40,270; John P. Tague, 25,234; Monte J.M. Koch, 11,060; Liza K. Landsman, 6,846; Maureen D. Sullivan, 9,345; Donna F. Vieira, 837; and Gordon A. Smith, 5,486. (3)This column includes reimbursements for spousal travel to Board meetings not held at the Company’s headquarters and to the Company Convention, and for the Stay at Choice program which provides reimbursements to directors when staying at Choice hotels. A tax gross-up is included for the Stay at Choice reimbursements. The figures above cannot, however, form the basis for inference as to whether directors stay at Choice properties. Some directors stay at Choice properties but do not submit for reimbursement under the Stay at Choice program.

  149. Non-Employee Director Compensation

    | 2026 Proxy Statement | 87 |

  150. Q. What are my voting choices when voting on the election of directors? (Proposal 1)

    Q. What are my voting choices when voting on the election of directors? (Proposal 1) A. You may vote either “for” or “against” each nominee, or you may "abstain" from voting. If you give your proxy without voting instructions, your shares will be counted as a vote for each nominee.

  151. Q. How many votes must the nominees have to be elected as directors?

    Q. How many votes must the nominees have to be elected as directors? A. Directors are elected by a majority of votes cast in person or by proxy at the meeting. Abstentions and broker non-votes are treated as not voting on the matter.