What changed in this filing

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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-20 · 33 added, 31 removed, 202 unchanged (24% of the section changed)

51 unchanged sentences

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

Dominic Dragisich

( Executive Vice President, Operations and Chief Global Brand Officer )

Adopted ( November 24, 2024 )

Rule 10b5-1 trading arrangement for exercise of stock options Exercise and Sale (1) (1)

(1) This trading plan relates to options to purchase up to 10,500 shares of the Company's common stock and has a scheduled expiration date of February 23, 2026 .

( President and Chief Executive Officer )

Adopted ( December 12, 2025 )

Rule 10b5-1 trading arrangement Sale Expires June 10, 2026 , unless earlier terminated

( Chief Financial Officer )

Adopted ( December 12, 2025 )

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

(1) This trading plan relates to up to 7,280 shares of the Company's common stock and has a scheduled expiration date of March 31, 2026 , unless terminated earlier.

The actual number of shares that may be sold will depend on (i) the vesting of the underlying equity award, which is subject to the achievement of certain performance criteria, and (ii) the number of shares that may be withheld to satisfy the minimum tax-withholding requirements related to the vesting of such award.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

54 unchanged sentences

10.02D(dd)† Amendment to Amended and Restated Chairman’s Services Agreement effective as of January 1, 2022

10.02E†* Amendment to Amended and Restated Chairman's Services Agreement effective as of January 1, 2025

10.03(e)† Choice Hotels International, Inc.

2006 Long- Term Incentive Plan

10.03A(g)† Amendment to Choice Hotels International, Inc.

2006 Long-Term Incentive Plan, dated January 1, 2009

10.03B(h)† Amendment to Choice Hotels International, Inc.

2006 Long-Term Incentive Plan, dated April 29, 2010

10.03C(c)† Amendment to Choice Hotels International, Inc.

2006 Long-Term Incentive Plan, dated April 25, 2013

10.03D(t)† Amendment to Choice Hotels International, Inc.

2006 Long-Term Incentive Plan, dated February 27, 2015

10.02E(jj)† Amendment to Amended and Restated Chairman's Services Agreement effective as of January 1, 2025

10.04(c)† Choice Hotels International, Inc.

29 unchanged sentences

Pacious, dated May 24, 2022

10.25†* Amendment to Non-Competition, Non-Solicitation and Severance Benefit Agreement between the Company and Robert McDowell, dated January 15, 2025

19* Insider Trading Policy, dated April 19, 2018

10.25(jj)† Amendment to Non-Competition, Non-Solicitation and Severance Benefit Agreement between the Company and Robert McDowell, dated January 15, 2025

10.26(kk)† Choice Hotels International, Inc.

2025 Long-Term Incentive Plan

10.27†* 2025 Form of Non-Competition, Non-Solicitation and Severance Benefit Agreement

10.28†* Amendment to Non-Competition, Non-Solicitation and Severance Benefit Agreement between the Company and Dominic Dragisich, dated December 31, 2025

10.29†* Amendment to Non-Competition, Non-Solicitation and Severance Benefit Agreement between the Company and David Pepper, dated December 31, 2025

10.30†* Amendment to Non-Competition, Non-Solicitation and Severance Benefit Agreement between the Company and Scott Oaksmith, dated December 31, 2025

10.31†* Amendment to Non-Competition, Non-Solicitation and Severance Benefit Agreement between the Company and Simone Wu, dated December 31, 2025

19(jj) Insider Trading Policy, dated April 19, 2018

21.01* Subsidiaries of Choice Hotels International, Inc.

3 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

97(jj) Dodd-Frank Compensation Recovery Policy effective October 2, 2023

101.INS* XBRL Instance Document

9 unchanged sentences

(b) 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, 2018, filed February 26, 2019.

(c) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.’s Current Report on Form 8-K dated April 26, 2013, filed on May 1, 2013.

(d) 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 September 30, 2008, filed on November 10, 2008.

(e) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.’s Current Report on form 8-K dated May 1, 2006, filed on May 5, 2006.

(f) 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 March 31, 2013, filed on May 8, 2013.

(c) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.’s Current Report on Form 8-K dated April 26, 2013, filed May 1, 2013.

(e) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.’s Current Report on form 8-K dated May 1, 2006, filed May 5, 2006.

(g) 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, 2008, filed March 2, 2009.

8 unchanged sentences

(p) 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, 2022, filed August 4, 2022.

(q) 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 November 27, 2019.

(r) 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 March 31, 2012, filed on May 9, 2012.

(q) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated November 27, 2019, filed November 27, 2019.

(s) 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 September 30,2020, filed November 5, 2020.

(t) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated April 24, 2015, filed April 29, 2015.

(u) 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 August 20, 2018.

(u) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated August 20, 2018, filed August 20, 2018.

(v) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated December 15, 2017, filed December 18, 2017.

(w) 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 July 23, 2020.

(w) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated July 23, 2020, filed July 23, 2020.

(x) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated April 21, 2017, filed April 24, 2017.

(y) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated and filed September 18, 2017.

(y) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated September 18, 2017, and filed September 18, 2017.

(z) 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 March 31, 2017, filed May 5, 2017.

(aa) 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, 2019, filed March 2, 2020.

(bb) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated on June 12, 2022, filed on June 13, 2022.

(bb) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated June 12, 2022, filed June 13, 2022.

(cc) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.’s Current Report on Form 8-K dated May 24, 2022, filed May 27, 2022.

1 unchanged sentence

(ee) 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.

(ff) 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.

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

(gg) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated May 15, 2024, filed May 17, 2024.

(hh) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated July 2, 2024, filed July 2, 2024.

(ii) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated June 28, 2024, filed on June 28, 2024.

(ii) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated June 28, 2024, filed June 28, 2024.

(jj) 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, 2024, filed February 20, 2025.

(kk) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated March 15, 2025, filed May 15, 2025.

Form 10-K Summary

25 unchanged sentences

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