CHOICE HOTELS INTERNATIONAL INC /DE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Who We Are

Choice Hotels is one of the world’s largest hotel companies with over 80 years of success building a portfolio of 22 diversified brands. Ranging from limited service to full-service hotels in the upper upscale, upscale, midscale, extended-stay and economy segments, the Choice family of hotel brands provides business and leisure travelers with a range of high-quality lodging options throughout the United States and internationally.

Choice Hotels attracts and retains franchisees because of our long-held commitment to drive their success and profitability.Connecting franchisees to the power of Choice’s customer delivery platform•Award-winning over 74 million member loyalty programOffering best-in-class franchisee resources•Dedicated consultants to drive revenue and optimize hotel operations•Leading-edge, cloud-based property management system (Choice Advantage)Mutually beneficial franchise agreements with long horizons•High voluntary franchisee retention rateFocusing on lowering franchisees’ total cost of ownership and driving operational excellence•Lower cost-to-build improves franchisees’ investment returns, operating profitability and resiliency•Leveraging procurement and design services provides a simpler purchasing process that reduces ongoing operating costs of the hotel

Letter to Our Shareholders

Dear Fellow Shareholders:

On behalf of the Choice Hotels International Board of Directors, we are pleased to invite you to join our Annual Meeting of Shareholders on May 21, 2026, at 9:00 a.m. Eastern Time by visiting https://meetnow.global/MHALZH9. During the meeting, we will discuss the voting items in this year’s Proxy Statement and answer shareholder questions. Whether or not you plan to attend, we encourage you to review the enclosed materials and submit your proxy - your vote is important to us.

Strong Performance, Sustainable Momentum

Choice Hotels International delivered another year of strong performance in 2025, despite a challenging macroeconomic backdrop. The Company delivered results that were consistent with expectations and broadly in line with industry trends. The Company's 2025 results were driven by the continued strength of our higher-revenue brand mix, robust growth in group travel and key business verticals, accelerating earnings contribution from our expanding international portfolio, and sustained momentum across our partnership revenue streams.

Record International Expansion

2025 also marked a year of solid growth for Choice Hotels International's global hotel portfolio, anchored by record 13% year-over-year room growth outside the United States. We acquired the remaining 50% stake in Choice Hotels Canada, grew the Radisson portfolio across new and existing Latin American markets, and entered the growing market in Africa, underscoring the global appeal and scalability of our brands. Deepening our presence in Europe and Asia, we awarded a 50-unit franchise agreement in France that nearly doubled our footprint in the country and signed a 70-unit distribution agreement as well as a master franchise agreement in China expected to add 100 more hotels over the next four years.

In the U.S., we delivered steady performance across our upscale and core brands and opened a company-high 66 extended stay hotels, expanding that portfolio by 12% year-over-year and further solidifying our industry leadership in the fast-growing and cycle-resilient segment.

Poised for Future Growth

Choice entered 2026 with significant momentum and a robust global development pipeline supported by strong developer interest. In 2025, we increased the number of global franchise agreements awarded by 22% year-over-year, ending the year with 97% of pipeline rooms in our higher-revenue brands. Based on higher RevPAR, effective royalty rates, and larger average room counts, we expect these properties to be approximately 1.7 times more accretive than our current portfolio.

And Choice Privileges, which was named the #1 hotel rewards program by both WalletHub and U.S. News and World Report in 2025, reached over 74 million members, including a record number of international enrollments. With the program's successful relaunch at the beginning of this year, we expect it to drive even more repeat stays and revenue.

With major technology investments - including a number of cutting-edge, AI-driven platforms - coming to fruition this year, we believe we are well-positioned to deliver even greater value to owners, guests, and shareholders in 2026 and beyond.

We sincerely appreciate your continued trust and investment in Choice Hotels International.

Sincerely,

Financial/Strategic Highlights

Full-Year 2025 Financial Performance

(1)Reflects $53.5 million in cash dividends and $135.8 million in share repurchases during the full year ending December 31, 2025.

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Sustainability Highlights

We aim to build a lasting legacy of sustainability and well-being for our franchisees, associates, guests, communities and world. Choice’s latest Sustainability report can be found athttps://investor.choicehotels.com.*

*The information on the Company website is not part of this proxy statement and is not soliciting material.

Shareholder Outreach and Engagement

Choice's leadership and Board of Directors values feedback from our shareholders, whom we regularly engage with on a broad range of topics, including matters of compensation.

Our Human Capital and Compensation Committee (the "Committee") seeks the feedback of our shareholders through our annual shareholder advisory vote on the compensation of our executive officers as well as direct reach out and dialogue with shareholders. In May 2025, we received 95% support for our say-on-pay advisory vote, which we believe represented strong support for our compensation program.

The Committee continues to engage in meaningful dialogue with our shareholders and in Winter 2025, reached out to shareholders representing over 90% of outstanding shares to discuss a broad range of topics, including executive compensation decisions.

of votes cast werein favor of ourcompensationproposal in 2025.

Given the level of shareholder support at 95%, the Committee believes our shareholders recognized that our compensation program continues to provide pay-for-performance alignment and best practice market competitive pay that incentivizes our NEOs to maximize shareholder while supporting recognition and retention of key talent. The Committee will continue to consider the outcome of our say-on-pay votes and our shareholders' views when making future NEO compensation decisions.

*Includes Bainum family affiliated shares, approximately 43% of outstanding shares as of March 23, 2026.

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Inclusion and Belonging

At Choice, we are committed to nurturing an environment where every associate feels welcome, wanted, and respected – that’s our brand promise. We seek out the best talent that the hospitality, franchising and technology industries have to offer, and we nurture that talent in an open and inclusive workplace, yielding a high performing organization with positive business outcomes. As part of our efforts, we strive to attract associates with different perspectives, experiences, and backgrounds that reflect the broad range of guests and franchisees that we serve. We empower our associates to advance their careers by providing them with access to networks, resource groups and other tools that promote career development and cultural awareness. Part of how we deliver on our promise of every associate feeling welcome, wanted, and respected is by deliberately weaving our commitment to inclusion and belonging throughout all levels of the enterprise, focusing on three core commitments:

Fair and Competitive Pay

We are committed to providing fair and competitive pay. To ensure that we are delivering on our commitment to fair compensation decisions, Choice conducts a fair pay study annually on all U.S. based roles and reports the results of this analysis to our Board of Directors. During 2025, we conducted this analysis for the all our U.S. based associate population. We promptly reviewed any identified discrepancies for similar positions (e.g., by career track, level, and/or salary grade) that cannot be explained by the level of experience, performance, or other legitimate, non-discriminatory factors.

Awards and Recognitions

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