Choice Hotels (CHH) CEO receives 12,225-share restricted stock award

Rhea-AI Filing Summary

Pacious Patrick reported acquisition or exercise transactions in this Form 4 filing.

Choice Hotels International President and CEO Patrick Pacious reported an equity award of 12,225 shares of common stock in the form of restricted stock units. These units vest in four equal annual installments beginning on March 2, 2027, providing long-term, stock-based compensation. After this grant, his directly held common stock position is 450,102 shares.

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)
02/26/2026

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	02/26/2026		A(1)		12,225	A	$0	450,102	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. Restricted stock units vest in four equal annual installments beginning on March 2, 2027.

	Sharon Houle Randall, Attorney In Fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did CHH CEO Patrick Pacious report in this Form 4 filing?

Patrick Pacious reported an equity award of 12,225 shares of Choice Hotels common stock. The award is structured as restricted stock units that provide long-term stock-based compensation and increased his directly held position to 450,102 shares after the grant.

Is the CHH Form 4 transaction a purchase or a grant?

The CHH Form 4 transaction is a grant, not an open-market purchase. It is classified as a “Grant, award, or other acquisition” of 12,225 restricted stock units awarded to President and CEO Patrick Pacious as part of his compensation.

How many Choice Hotels (CHH) shares were awarded to the CEO?

Patrick Pacious received an award covering 12,225 shares of Choice Hotels common stock. These are represented as restricted stock units that vest over time, increasing his directly held total to 450,102 shares following the reported transaction.

What is the vesting schedule for the CHH CEO’s restricted stock units?

The restricted stock units vest in four equal annual installments beginning on March 2, 2027. This means the 12,225-share award will be released in four tranches over four years, aligning the CEO’s compensation with longer-term company performance.

Did the CHH CEO pay a price per share for this Form 4 award?

No cash price is associated with this award; the transaction price per share is listed as 0.0000. This indicates the 12,225 shares were granted to the CEO as compensation, rather than being bought in the open market.

How many CHH shares does the CEO hold after this Form 4 transaction?

After the reported grant, Patrick Pacious directly holds 450,102 shares of Choice Hotels common stock. This figure reflects his total direct ownership immediately following the 12,225-share restricted stock unit award disclosed in the filing.