Choice Hotels (NYSE: CHH) CEO receives 16,492 performance RSUs

Rhea-AI Filing Summary

Choice Hotels International reported that President & CEO Patrick Pacious acquired a grant of 16,492 stock-settled restricted stock units of common stock. The award was earned based on company performance against pre-approved financial targets for the period from January 1, 2023 through December 31, 2025, certified on February 20, 2026.

The restricted stock units vest on March 2, 2026. After this acquisition, Pacious holds 437,877 shares of Choice Hotels common stock directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pacious Patrick

(Last) (First) (Middle)

915 MEETING STREET

SUITE 600

(Street)

NORTH BETHESDA MD 20852

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHOICE HOTELS INTERNATIONAL INC /DE [ CHH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		A		16,492(1)	A	$0	437,877	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. As a result of Company performance against pre-approved financial targets applicable to performance vested restricted stock units previously granted, as certified on February 20, 2026 for the period of January 1, 2023 through December 31, 2025, the reporting person acquired 16,492 stock-settled restricted stock units that vest on March 2, 2026.

	Sharon Houle Randall, Attorney In Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Choice Hotels (CHH) report for Patrick Pacious?

Choice Hotels reported that President & CEO Patrick Pacious acquired 16,492 stock-settled restricted stock units of common stock. The units were awarded following certification of performance against pre-approved financial targets covering January 1, 2023 through December 31, 2025.

How many restricted stock units did the Choice Hotels (CHH) CEO receive?

Patrick Pacious received 16,492 stock-settled restricted stock units of Choice Hotels common stock. These units were earned based on company performance against pre-approved financial targets for the period from January 1, 2023 through December 31, 2025, and will vest on March 2, 2026.

What performance period determined the restricted stock award at Choice Hotels (CHH)?

The restricted stock award for Patrick Pacious was based on performance from January 1, 2023 through December 31, 2025. Company results over this three-year span against pre-approved financial targets were certified on February 20, 2026, triggering the grant of 16,492 stock-settled restricted stock units.

When do Patrick Pacious’s new restricted stock units at Choice Hotels (CHH) vest?

The 16,492 stock-settled restricted stock units granted to Patrick Pacious vest on March 2, 2026. These units were awarded after certification of performance against financial targets for the January 1, 2023 through December 31, 2025 period, and represent a performance-based equity grant.

How many Choice Hotels (CHH) shares does Patrick Pacious own after this Form 4 transaction?

Following the reported grant, Patrick Pacious directly holds 437,877 shares of Choice Hotels common stock. This total reflects his ownership after acquiring 16,492 stock-settled restricted stock units tied to performance over the January 1, 2023 to December 31, 2025 measurement period.

What type of equity award did the Choice Hotels (CHH) CEO receive in this filing?

Patrick Pacious received stock-settled restricted stock units classified as an acquisition under a grant or award. The 16,492 units were earned based on company performance versus pre-approved financial targets and are scheduled to vest on March 2, 2026, subject to award terms.