10-K: Choice Hotels Reports Strong 2025 Income Growth, Strategic Acquisitions

Sentiment:

Annual Report


Choice Hotels International, Inc. reported a significant increase in income before taxes for 2025, driven by a joint venture acquisition gain and growth in international operations, despite a decline in U.S. RevPAR and room count.

Better than expectedIncome before income taxes increased by $61.2 million, primarily due to a significant non-taxable $100.0 million gain from the acquisition of a joint venture (Choice Hotels Canada).Net income increased to $369.9 million in 2025 from $299.6 million in 2024.International royalty fees increased by $11.5 million, driven by system growth.Partnership services and fees increased by $14.3 million.Business combination, diligence, and transition costs decreased by $12.5 million due to the termination of the Wyndham acquisition pursuit.The effective income tax rate decreased to 19.0% in 2025, partly due to the non-taxable gain.

Summary

  • Income before income taxes increased by $61.2 million to $456.9 million for the year ended December 31, 2025, compared to $395.6 million in 2024.
  • Net income rose to $369.9 million in 2025 from $299.6 million in 2024.
  • Total revenues increased to $1,596.8 million in 2025 from $1,584.8 million in 2024.
  • The global system comprised 7,575 hotels with 656,825 rooms open and operating as of December 31, 2025.
  • The pipeline included 825 hotels with 77,862 rooms under construction, awaiting conversion, or approved for development.
  • U.S. royalty fees decreased by $14.9 million to $439.8 million in 2025.
  • U.S. system-wide Revenue per Available Room (RevPAR) decreased by 3.0% in 2025, with average daily rates (ADR) down 1.6% and occupancy down 80 basis points.
  • The number of open and operating U.S. hotel rooms decreased by 2.9% (14,760 rooms) in 2025.
  • International royalty fees increased by $11.5 million to $41.3 million in 2025, driven by a 130-hotel and 17,775-room increase in the international franchise system.
  • The company acquired the remaining 50% equity interest in Choice Hotels Canada in July 2025 for $114.5 million, recognizing a $100.0 million gain on the fair value remeasurement of its previously held interest.
  • Investments in owned hotel properties, primarily Cambria Hotels and Everhome Suites, totaled $106.9 million in 2025.
  • Repurchased 1.0 million shares of common stock at a total cost of $125.9 million in 2025.
  • Paid aggregate annual cash dividends of $1.15 per share, totaling approximately $53.5 million in 2025.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive report, primarily driven by a significant non-recurring gain from the Choice Hotels Canada acquisition and robust international expansion. While U.S. operational metrics show some weakness, strategic capital allocation and a disciplined approach to growth are encouraging.

Positives

  • Income before income taxes increased significantly by $61.2 million to $456.9 million in 2025.
  • Net income grew to $369.9 million in 2025 from $299.6 million in 2024.
  • Total revenues increased to $1,596.8 million in 2025.
  • A $100.0 million gain was recognized from the acquisition of the remaining 50% equity interest in Choice Hotels Canada.
  • International royalty fees increased by $11.5 million to $41.3 million, supported by a 130-hotel and 17,775-room expansion in the international franchise system.
  • Partnership services and fees increased by $14.3 million, driven by co-branded credit card agreements and qualified vendors.
  • Other revenues increased by $8.2 million, primarily from liquidated damages due to early franchise agreement terminations.
  • Business combination, diligence, and transition costs decreased by $12.5 million, largely due to the termination of the Wyndham acquisition pursuit.
  • The effective income tax rate decreased to 19.0% in 2025 from 24.3% in 2024, partly due to the non-taxable gain from the joint venture acquisition.
  • The company generated strong and predictable operating cash flows, historically in excess of capital needs.
  • Maintained a share repurchase program, buying back 1.0 million shares for $125.9 million in 2025.
  • Continued to pay quarterly dividends, totaling $53.5 million in 2025.
  • Successfully formed a new joint venture to develop and operate Everhome Suites in strategic markets, with a $71.6 million cash contribution.
  • Sold four wholly-owned Everhome Suites under construction to a joint venture for $52.0 million, realizing a $0.7 million gain.
  • Management concluded that the company's internal control over financial reporting was effective as of December 31, 2025.
  • Received multiple awards in 2025 for business and culture excellence, including Newsweek's World's Most Trustworthy Companies and TIME's World's Best Companies.

Negatives

  • Operating income decreased by $15.4 million in 2025.
  • U.S. royalty fees decreased by $14.9 million to $439.8 million in 2025.
  • U.S. system-wide RevPAR decreased by 3.0% in 2025, with ADR down 1.6% and occupancy down 80 basis points.
  • The number of open and operating U.S. hotel rooms decreased by 2.9% (14,760 rooms) in 2025.
  • Selling, general and administrative expenses increased by $16.6 million, primarily due to a $9.2 million increase in provisions for credit losses on accounts receivable and a $4.5 million increase in global enterprise resource planning (ERP) system implementation costs.
  • Depreciation and amortization expense increased by $7.8 million.
  • Equity in net loss (gain) of affiliates decreased by $26.7 million, primarily due to $6.5 million in non-recurring joint venture formation transaction costs and a $10.0 million decrease in equity earnings from unconsolidated affiliates.
  • Net cash provided by operating activities decreased by $49.0 million to $270.4 million in 2025.
  • Net cash used in investing activities increased to $218.3 million in 2025 from $84.6 million in 2024.
  • Interest expense increased by $4.0 million to $91.1 million in 2025.
  • Notes receivable past due over 90 days increased to $43.3 million in 2025 from $18.2 million in 2024.
  • The amortized cost basis of notes receivable in non-accrual status increased to $42.9 million in 2025 from $17.5 million in 2024.
  • Provisions for credit losses on accounts receivable increased to $35.2 million in 2025 from $20.7 million in 2024.

Risks

  • Changes in general, U.S., and foreign economic conditions, including access to liquidity and capital.
  • Changes in consumer demand and confidence, including discretionary spending and the demand for travel.
  • Future U.S. or global outbreaks of epidemics, pandemics, or contagious diseases.
  • Changes in law and regulation applicable to the travel, lodging, or franchising industries, including with respect to the status of relationships with employees of franchisees.
  • Potential impact of new laws and regulations generally, including those relating to taxes, wages, labor, and immigration.
  • Foreign currency fluctuations, changes in global interest rates, and variability in trade relations, sanctions, tariffs, or other trade controls.
  • Federal government funding lapse and related government shutdowns.
  • Impairments or declines in the value of assets.
  • Operating risks common in the travel, lodging, or franchising industries.
  • Changes to the desirability of brands as viewed by hotel operators and customers.
  • Changes to the terms or termination of contracts with franchisees and relationships with franchisees.
  • Ability to keep pace with improvements in technology utilized for marketing and reservation systems and other operating systems.
  • Ability to grow the franchise system.
  • Exposure to risks related to hotel development, financing, franchise agreement acquisition costs, and ownership activities.
  • Exposures to risks associated with investments in new businesses.
  • Fluctuations in the supply and demand for hotel rooms.
  • Ability to realize anticipated benefits from acquired businesses.
  • Impairments or losses relating to acquired businesses.
  • Level of acceptance of alternative growth strategies.
  • Impact of inflation.
  • Cybersecurity and data breach risks.
  • Introduction and integration of artificial intelligence technologies.
  • Climate change and sustainability strategy.
  • Ownership and financing activities.
  • Hotel closures or financial difficulties of franchisees.
  • Operating risks associated with international operations.
  • Political instability, conflicts, and terrorism.
  • Labor shortages.
  • Outcome of litigation.
  • Ability to effectively manage indebtedness and secure indebtedness.
  • Dependence on the skill, ability, and decisions of third-party operators.
  • Risks related to litigation filed by or against the company, including claims related to purported incidents of human trafficking at hotel facilities.
  • International operations are subject to political and monetary risks, including inadequate intellectual property protection and restrictions on the repatriation of non-U.S. earnings.
  • Failure to grow the franchise system or loss of business by failing to compete effectively or by failing to manage the reputations of brands.
  • Disputes with the owners of franchised hotels or their representative franchisee associations.
  • Franchisees may terminate franchise contracts.
  • Deterioration in the general financial condition of franchisees may adversely affect results.
  • The hotel industry is highly competitive.
  • Inability to recover advances for system services that may at certain times be provided to franchisees.
  • Franchisees may fail to make the investments necessary to maintain or improve their properties, which could damage brand preference and reputation.
  • Reliance upon information technology systems to operate the business and remain competitive, and any disruption or malfunction or failure to adapt to technological developments.
  • Risks relating to the acquisition of new brands.
  • New brands may not be accepted by franchisees and consumers.
  • Increasing use by consumers of alternative internet reservation channels may decrease loyalty to brands and existing distribution channels.
  • An increase in the use of AI-enabled third-party internet services to book online hotel reservations could adversely impact the business.
  • Development and brand support activities that involve co-investment or financing and guaranty support for third parties or development of hotels may result in losses.
  • Involvement in hotel ownership and hotel development activities to stimulate the development of new brands may result in exposure to losses and be disruptive to the asset-light business model.
  • Failure to protect trademarks and other intellectual property could impact the business.
  • Inability to generate significant procurement services revenue from the platform business.
  • Investment in new business lines is inherently risky and could disrupt the core business.
  • Investing jointly through affiliates decreases the ability to manage risk.
  • Government franchise and tax regulation could impact the business.
  • May be deemed to be a joint employer with franchisees under certain new laws, rules, and regulations.
  • Anti-takeover provisions may prevent a change in control.
  • Concentration of share ownership may influence the outcome of certain matters.

Future Outlook

The company expects continued long-term growth and improved operating results from its franchise business due to inherent operating leverage. It plans to strategically dispose of owned hotels to franchisees in the future and will continue to invest in international franchise operations for long-term growth. Management anticipates that moderate inflation will lead to comparable or greater increases in hotel room rates and expects to utilize transferable production tax credits from 2026 through 2036 to reduce income tax expense. Future dividends are expected to continue, subject to board declarations and market conditions.

Management Comments

  • Our Company articulates its mission as a commitment to our franchisees profitability by providing our franchisees with hotel franchises that strive to generate the highest return on investment of any hotel franchise.
  • We believe that executing on our strategic priorities creates value for our shareholders.
  • Since our business has not historically required significant reinvestment of capital, we typically utilize cash in ways that management believes provides the greatest returns to our shareholders, which include acquisitions, share repurchases, and dividends.
  • We believe our owned hotels provide us the opportunity to support and accelerate the growth of these brands [Cambria Hotels and Everhome Suites].
  • We do not anticipate owning hotels on a permanent basis and we expect to target dispositions to a franchisee encumbered with a long-term Choice franchise agreement in the future.
  • We believe our growth investments and strategic priorities, when properly implemented, will enhance our profitability, maximize our financial returns, and continue to generate value for our shareholders.
  • We believe the Company's cash on hand, available borrowing capacity under the senior unsecured revolving credit facility, cash flows from operations, and access to additional capital in the debt markets is sufficient to meet the expected future operating, investing, and financing needs of the business.
  • Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025... management concluded that the Company's internal control over financial reporting was effective as of December 31, 2025.
  • The Company's management and legal counsel do not expect that the ultimate outcome of any of its currently ongoing legal proceedings, individually or in the aggregate, will have a material adverse effect on the Company's financial position, results of operations, or cash flows.
  • The Company's Board of Directors does not believe that there are currently any risks from cybersecurity threats that have materially affected, or are reasonably likely to materially affect, the Company or its business strategy, financial condition, results of operations, or cash flows.

Industry Context

StockSavvy.ai notes that Choice Hotels' strategy of focusing primarily on hotel franchising, complemented by limited hotel ownership for accelerating new brands like Cambria and Everhome Suites, aligns with a capital-light business model increasingly favored by major hospitality players. This approach reduces direct real estate exposure while leveraging fee-based revenue streams. The decline in U.S. RevPAR and room count, while concerning, is partially mitigated by robust international growth and strategic acquisitions, suggesting a mixed domestic market environment potentially influenced by broader economic pressures on consumer discretionary spending or intensified competition. The company's continued emphasis on loyalty programs and advanced technology, such as choiceEDGE, reflects a common industry trend aimed at enhancing direct bookings and reducing reliance on online travel agencies (OTAs).

Comparison to Industry Standards

  • U.S. RevPAR decreased by 3.0% in 2025, with ADR down 1.6% and occupancy down 80 basis points. This contrasts with the S&P 500 Hotels, Resorts & Cruise Lines index, which showed a cumulative total return of $226.60 on a $100 investment from 2020-2025, indicating that the broader industry segment may have experienced stronger performance or recovery than Choice's U.S. franchised hotels in 2025.
  • The company's average royalty rate increased by 8 basis points to 5.14% in 2025, which is competitive within the franchising model, typically ranging from 3% to 6% of gross room revenues across the industry.
  • Choice Hotels' brands compete with major hotel chains such as Hampton by Hilton, Holiday Inn Express, and Fairfield by Marriott in the upper midscale segment, and Candlewood Suites, Stay APT, and Extended Stay America Premier Suites in the extended stay category.
  • The acquisition of Choice Hotels Canada and the formation of the Everhome Suites joint venture demonstrate a strategic focus on expanding brand presence and market share, a common growth strategy among major hotel franchisors like Marriott and Hilton to diversify revenue streams and geographic reach.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board Oversight EnhancementThe Board of Directors provides oversight on human capital matters through two committees: the Human Capital and Compensation Committee (talent, wellbeing, succession planning, pay goals, organizational engagement) and the Diversity Committee (welcoming culture, belonging, equal access and opportunity).OngoingStrengthens strategic human capital management and promotes an inclusive corporate culture.
Cybersecurity OversightThe Audit Committee of the Board of Directors maintains oversight over cybersecurity risk, receiving quarterly updates from management on incidents, threats, risk reduction, and response plans. A cross-functional cybersecurity oversight committee, led by the Chief Information Security Officer (CISO), is also established.OngoingEnhances risk management and resilience against evolving cyber threats, protecting information assets and operations.
Policy AdoptionAdopted a Code of Ethics applicable to the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer.Not specified, but in effectReinforces ethical conduct and compliance standards for key financial leadership.
Policy AdoptionAdopted a Dodd-Frank Compensation Recovery Policy.October 2, 2023Aligns executive compensation practices with regulatory requirements for clawbacks in case of financial restatements.
Bylaws AmendmentSecond Amended and Restated Bylaws of Choice Hotels International, Inc. were adopted.May 16, 2024Updates the company's internal governance rules, potentially affecting shareholder rights, board structure, or operational procedures.
Certificate of Incorporation AmendmentAmendment to the Restated Certificate of Incorporation of Choice Hotels International, Inc. was adopted.May 16, 2024Modifies the company's foundational charter, which could impact corporate structure, authorized shares, or other fundamental aspects.

Legal Proceedings

  • The company is not a party to any material litigation other than litigation in the ordinary course of business.
  • Management and legal counsel do not expect that the ultimate outcome of any currently ongoing legal proceedings, individually or in the aggregate, will have a material adverse effect on the company's financial position, results of operations, or cash flows.

Related Party Transactions

  • The company has entered into franchise agreements with certain unconsolidated affiliates, recognizing royalty fees and marketing and reservation fees of approximately $19.6 million in 2025, $34.5 million in 2024, and $30.9 million in 2023.
  • Notes receivable loans have been issued to certain entities that have created variable interests in the associated borrowers, totaling $103.2 million as of December 31, 2025, and $103.1 million as of December 31, 2024.
  • Loans have been extended to various unconsolidated affiliates or members of unconsolidated affiliates, with a total principal balance of $65.3 million as of December 31, 2025, and $66.2 million as of December 31, 2024.
  • The company sold four wholly-owned Everhome Suites hotels under construction to a joint venture (an affiliate) for an aggregate sale price of $52.0 million, resulting in a gain of $0.7 million in 2025.

Stakeholder Impact

  • Shareholders: Benefited from increased net income (driven by an acquisition gain), continued share repurchases ($125.9 million in 2025), and consistent dividend payments ($1.15 per share). However, U.S. operational declines in RevPAR and room count present a mixed picture.
  • Franchisees: Experienced a decline in U.S. RevPAR and room count, potentially impacting their profitability. They benefit from the company's marketing, reservation systems, and loyalty programs, and are incentivized by investment and guaranty support programs for development.
  • Employees: The company emphasizes career development, a welcoming culture, fair and competitive pay, and enhanced health, wellbeing, and engagement programs. No material labor shortages were reported as directly impacting operations, though it remains a general industry risk.
  • Customers/Guests: Benefit from loyalty program enhancements (Choice Privileges), a focus on brand quality and consistency, and the introduction of new brands like Everhome Suites and Cambria Hotels, offering diverse accommodation options.
  • Creditors: The company remains in compliance with all financial covenants under its credit agreements, despite an increase in long-term debt, indicating sound financial management.
  • Suppliers/Vendors: The expansion of qualified vendor and partnership programs creates opportunities for increased engagement and business with the company's hotel network.

Next Steps

  • The Annual Meeting of Shareholders is scheduled for May 21, 2026.
  • The company plans to target dispositions of its owned hotels to franchisees encumbered with long-term Choice franchise agreements in the future.
  • Continued investments are planned for international franchise operations to enhance the value proposition for prospective international franchisees.
  • The company intends to further increase brand awareness through national marketing campaigns and continuous enhancements to its Choice Privileges loyalty program.
  • Ongoing upgrades to the Central Reservation System (CRS) technology are planned to effectively handle current and future digital channel volume and support guest experience personalization.
  • The company will continue to strategically grow its portfolio by selling brands across various chain scale categories.
  • Investments in the investment and guaranty support program are generally expected to be recycled within a five-year period.
  • The company is committed to purchasing transferable production tax credits from 2026 through 2036, which are expected to offset federal income tax estimated payments and reduce income tax expense annually.
  • Future cash dividends are expected to be paid, subject to declarations by the board of directors, future business performance, economic conditions, and changes in tax regulations.

Key Dates

DateDescription
December 31, 2020Start of the 5-year shareholder return performance tracking period.
April 2013Relocation of corporate headquarters, related to 2013 Economic Development Loans.
November 27, 2019Issued $400 million senior unsecured notes due 2029.
July 23, 2020Issued $450 million senior unsecured notes due 2031.
August 11, 2022Acquisition date of legacy Radisson brands, used for comparability of 2022 operating performance metrics.
December 18, 2023Entered into a $500 million unsecured term loan due 2024.
November 2023Relocation of corporate headquarters, related to 2025 Economic Development Loans.
March 8, 2024Termination of the Wyndham acquisition pursuit.
March 11, 2024Board of directors approved an increase of 5 million shares in the share repurchase program.
June 28, 2024Entered into a Second Amended and Restated Senior Unsecured Credit Agreement, increasing commitments to $1 billion and extending maturity to June 28, 2029.
July 2, 2024Issued $600 million unsecured senior notes due 2034 and repaid the 2023 Term Loan in full.
July 2, 2025Completed the acquisition of the remaining 50% of Choice Hotels Canada, Inc.
July 10, 2025Entered into a joint venture agreement to develop and operate Everhome Suites in certain strategic markets.
December 31, 2025Fiscal year end for the annual report.
February 10, 2026Number of shares outstanding of common stock was 45,971,393.
February 19, 2026Date of the Independent Registered Public Accounting Firm's report and CEO/CFO certifications.
May 21, 2026Annual Meeting of Shareholders.
2026-2036Period over which the company has committed to purchase transferable production tax credits.
December 31, 2035Expiration of the company's corporate headquarters lease, at which point any outstanding 2025 Economic Development Loans will be forgiven.

Recommendation

hold

The significant increase in net income and income before taxes is primarily attributable to a non-recurring $100.0 million gain from the acquisition of Choice Hotels Canada. While international growth is robust and the company is actively returning capital to shareholders through buybacks and dividends, the decline in U.S. RevPAR and room count indicates underlying challenges in the core domestic market. Strategic investments in new brands and joint ventures are positive long-term moves, but the mixed operational performance suggests a 'hold' position until a clearer trend emerges in the U.S. market.

Keywords

Hotel Franchising, Hospitality, SEC Filing, 10-K, Choice Hotels, CHH, Financial Results, Revenue, Net Income, RevPAR, Franchise System, International Growth, Acquisitions, Share Repurchase, Dividends, Risk Factors, Corporate Governance, Cybersecurity, AI, Extended Stay, Cambria Hotels, Everhome Suites

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