What changed in this filing

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Item 9A. Controls and Procedures

2024-02-20 compared with 2023-03-01 · 47 added, 29 removed, 192 unchanged (28% of the section changed)

7 unchanged sentences

An evaluation was performed under the supervision and with the participation of the Company’s CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.

Based on that evaluation, the

Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2022.

Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023.

Changes in Internal Control Over Financial Reporting

9 unchanged sentences

Based on management’s assessment under those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.

On August 11, 2022, we completed our acquisition of Radisson Hotels Americas.

We are in the process of evaluating the existing controls and procedures of Radisson Hotels Americas and integrating Radisson Hotels Americas into our internal control over financial reporting.

In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, we have excluded the business that we acquired in the Radisson Hotels Americas Transaction from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2022.

The business that we acquired in the Radisson Hotels Americas Transaction represented 34% of the Company’s total assets as of December 31, 2022, and 7% of the Company’s revenues and less than 1% of the Company’s net income for the year ended December 31, 2022.

The scope of management’s assessment of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2022 includes all of the Company’s consolidated operations except for those disclosure controls and procedures of Radisson Hotels Americas that are subsumed by internal control over financial reporting.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein.

6 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Radisson Hotels Americas, which is included in the 2022 consolidated financial statements of the Company and constituted 34% of total assets as of December 31, 2022 and 7% of revenues and less than 1% of net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Radisson Hotels Americas.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2022 consolidated financial statements of the Company and our report dated March 1, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated financial statements of the Company and our report dated February 20, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Tysons, Virginia

March 1, 2023

February 20, 2024

Other Information

Director and Officer Trading Arrangements

The following table describes, for the fourth quarter of 2023, each trading arrangement for the sale or purchase of Company securities adopted or terminated by our directors and officers that is either (i) a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”), or (ii) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):

(Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities Covered

Patrick Pacious

( President and Chief Executive Officer )

Termination ( December 12, 2023 ) (1)

Rule 10b5-1 trading arrangement Sale (2) (2)

( Senior Vice President, General Counsel, Corporate Secretary & External Affairs )

Termination ( December 12, 2023 ) (1)

Rule 10b5-1 trading arrangement Sale (3) (3)

Patrick Cimerola

( Chief Human Resources Officer )

Termination ( December 12, 2023 ) (1)

Rule 10b5-1 trading arrangement Sale (4) (4)

(1) These trading plans were terminated in accordance with their terms upon the public announcement on December 12, 2023 of the offer by WH Acquisition Corporation, a wholly owned subsidiary of the Company, to exchange each issued and outstanding share of common stock of Wyndham Hotels & Resorts, Inc.

for per-share consideration of $49.50 in cash and 0.324 shares of common stock of the Company .

(2) This trading plan related to 37,551 shares of Company common stock and had a scheduled expiration date of February 23, 2024 .

(3) This trading plan related to 11,997 shares of Company common stock and had a scheduled expiration date of February 24, 2024.

(4) This trading plan related to 21,292 shares of Company common stock and had a scheduled expiration date of December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

7 unchanged sentences

We will also provide without charge to any person, on the written or oral request of such person, a copy of our Code of Ethics.

Requests should be directed to Investor Relations, 1 Choice Hotels Circle, Suite 400, Rockville, MD 20850 (telephone number (301) 592-5100).

Requests should be directed to Investor Relations, 915 Meeting Street, Suite 600, North Bethesda, MD 20852 (telephone number (301) 592-5100).

We will satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any material amendment to our code of ethics, and any waiver from a provision of our code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, by posting such information on our website at the internet website address set forth above.

4 unchanged sentences

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information regarding the number of shares of the Company’s common stock that were subject to outstanding stock options by plan category at December 31, 2022.

The following table sets forth information regarding the number of shares of the Company’s common stock that were subject to outstanding stock options by plan category as of December 31, 2023.

Number of shares to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))

28 unchanged sentences

and Wells Fargo Bank, National Association

10.02(d) Amended and Restated Chairman's Services Agreement dated September 10, 2008 by and between Choice Hotels International, Inc.

and Stewart Bainum, Jr.

10.02A(s)† Amendment to Amended and Restated Chairman's Services Agreement dated January 1, 2012 between Choice Hotels International, Inc.

28 unchanged sentences

10.09(bb)† Form of Non-Competition, Non-Solicitation & Severance Benefit Agreement

10.10(gg)† 2023 Form of Non-Competition, Non-Solicitation & Severance Benefit Agreement

10.11(x) Unit Purchase Agreement, dated as of December 15, 2017, by and among Choice Hotels International, Inc., WoodSpring Hotels LLC and WoodSpring Hotels Franchise Services LLC

6 unchanged sentences

10.18(q) Assignment and Acceptance dated May 11, 2022 in connection with Senior Unsecured Credit Agreement

10.19(hh) Third Amendment to the Amended and Restated Senior Unsecured Credit Agreement, dated February 14, 2023 among Choice Hotels International, Inc., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto

10.20(hh) Successor Agency Agreement, dated February 14, 2023, by and among Wells Fargo Bank, National Association, as successor agent, Deutsche Bank AG New York Branch, as resigning agent, and Choice Hotels International, Inc.

10.21(ii) Senior Unsecured Credit Agreement, dated December 18, 2023, among Choice Hotels International, Inc., Wells Fargo Bank, National Association, as administrative agent, the other agents party thereto and a syndicate of lenders

10.22(dd) Share Sale and Purchase Agreement, dated as of June 12, 2022 by and among Choice Hotels International, Inc., Radisson Holdings Inc., Radisson Hospitality, Inc., Aplite Holdings AB and Radisson Hospitality Belgium BV/SRL

7 unchanged sentences

32* Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

97* Dodd-Frank Compensation Recovery Policy effective October 2, 2023

101.INS* XBRL Instance Document

39 unchanged sentences

(ff) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021, filed February 24, 2022.

(gg) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed August 8, 2023.

(hh) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K filed on February 14, 2023.

(ii) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.’s Current Report on Form 8-K filed on December 18, 2023.

Form 10-K Summary

3 unchanged sentences

President and Chief Executive Officer

March 1, 2023

February 20, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

/s/ STEWART W.

BAINUM, JR Chairman, Director March 1, 2023

BAINUM, JR Chairman, Director February 20, 2024

/s/ WILLIAM L.

JEWS Director March 1, 2023

JEWS Director February 20, 2024

/s/ PATRICK S.

PACIOUS President and Chief Executive Officer, Director (Principal Executive Officer) March 1, 2023

BAINUM Director March 1, 2023

PACIOUS President and Chief Executive Officer, Director (Principal Executive Officer) February 20, 2024

BAINUM Director February 20, 2024

/s/ MONTE J.M.

KOCH Director March 1, 2023

SHAMES Director March 1, 2023

TAGUE Director March 1, 2023

LANDSMAN Director March 1, 2023

/s/ MAUREEN SULLIVAN Director March 1, 2023

KOCH Director February 20, 2024

SHAMES Director February 20, 2024

TAGUE Director February 20, 2024

LANDSMAN Director February 20, 2024

/s/ MAUREEN SULLIVAN Director February 20, 2024

Maureen Sullivan

VIEIRA Director March 1, 2023

VIEIRA Director February 20, 2024

/s/ GORDON A.

SMITH Director March 1, 2023

/s/ DOMINIC E.

DRAGISICH Chief Financial Officer (Principal Financial Officer) March 1, 2023

/s/ ELIZABETH A.

REDMOND Chief Accounting Officer (Principal Accounting Officer) March 1, 2023

SMITH Director February 20, 2024

OAKSMITH Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 20, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures