Choice Hotels (NYSE: CHH) HR chief awarded 6,803 performance RSUs

Rhea-AI Filing Summary

Choice Hotels International reported that Chief Human Resources Officer Patrick Cimerola acquired 6,803 shares of common stock through stock-settled restricted stock units. These units were earned based on company performance against pre-approved financial targets for January 1, 2023 through December 31, 2025 and are scheduled to vest on March 2, 2026.

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^*

Cimerola 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

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		6,803(1)	A	$0	30,267.11	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 6,803 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 CHH executive Patrick Cimerola report on this Form 4?

Patrick Cimerola reported acquiring 6,803 shares of Choice Hotels common stock through stock-settled restricted stock units. The units were earned under a performance-based award tied to financial targets for the 2023–2025 period and vest on March 2, 2026.

Was the CHH insider transaction a market purchase or a performance award?

The CHH insider transaction was a performance-based stock award, not a market purchase. Cimerola received 6,803 stock-settled restricted stock units at no stated price per share after the company met pre-approved financial targets for January 1, 2023 through December 31, 2025.

How many CHH shares does Patrick Cimerola own after this Form 4 transaction?

After the reported transaction, Patrick Cimerola holds 30,267.11 shares of Choice Hotels common stock directly. This total reflects the addition of 6,803 stock-settled restricted stock units that were earned based on company performance and are scheduled to vest on March 2, 2026.

What performance period determined the CHH restricted stock units granted to Cimerola?

The restricted stock units were based on company performance from January 1, 2023 through December 31, 2025. Performance against pre-approved financial targets for that period was certified on February 20, 2026, leading to the award of 6,803 stock-settled restricted stock units to Cimerola.

When do the newly acquired CHH restricted stock units vest for Patrick Cimerola?

The 6,803 stock-settled restricted stock units awarded to Patrick Cimerola are scheduled to vest on March 2, 2026. Vesting follows certification of company performance for the 2023–2025 period and represents the date when the units convert into common shares for the executive.

What does transaction code A mean in the CHH Form 4 for Patrick Cimerola?

Transaction code A indicates a grant, award, or other acquisition of securities. In this CHH Form 4, it reflects Cimerola’s acquisition of 6,803 stock-settled restricted stock units earned from a performance-based plan, rather than an open-market purchase of common stock.