Choice Hotels (CHH) CEO exercises stock options, withholds shares to cover taxes

Rhea-AI Filing Summary

Choice Hotels International President & CEO Patrick Pacious reported option exercises and related tax withholding transactions in company stock. On February 19, 2026, he exercised employee stock options for 65,056 shares and 1,232 shares of common stock at an exercise price of $81.15 per share. To cover tax obligations and/or exercise costs, 55,673 shares and 900 shares of common stock were disposed of at $111.05 per share as tax-withholding transactions, not open-market sales. Following these transactions, he directly owned 421,385 shares of Choice Hotels common stock.

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)
02/19/2026

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	02/19/2026		M		65,056	A	$81.15	476,726	D
Common Stock	02/19/2026		M		1,232	A	$81.15	477,958	D
Common Stock	02/19/2026		F		55,673	D	$111.05	422,285	D
Common Stock	02/19/2026		F		900	D	$111.05	421,385	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
Employee Stock Option	$81.15	02/19/2026		M			65,056	(1)	02/22/2026	Common Stock	65,056	$0.00	0	D
Employee Stock Option	$81.15	02/19/2026		M			1,232	(1)	02/22/2026	Common Stock	1,232	$0.00	0	D

Explanation of Responses:

1. Options vested in four equal annual installments beginning on March 2, 2020.

	Sharon Houle Randall, Attorney In Fact	02/23/2026
	** 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 activity did CHH President & CEO Patrick Pacious report on this Form 4?

Patrick Pacious exercised stock options and reported related tax-withholding share dispositions. He converted options into Choice Hotels common stock and then used a portion of those shares to satisfy tax obligations, with the remaining shares increasing his direct ownership stake.

How many Choice Hotels (CHH) options did Patrick Pacious exercise?

Pacious exercised employee stock options covering 65,056 shares and 1,232 shares of CHH common stock. These option exercises were reported with a transaction code “M,” indicating derivative exercise or conversion, moving the positions from options into directly held common shares.

Did Patrick Pacious sell Choice Hotels (CHH) shares in the open market?

The reported disposals were tax-withholding transactions, not open-market sales. Transactions coded “F” reflect shares withheld or delivered to cover tax liabilities or exercise costs, meaning the shares were not sold as discretionary trades on the open market.

At what prices were Patrick Pacious’s CHH transactions reported?

The option exercises were reported at $81.15 per share, while tax-withholding disposals were reported at $111.05 per share. These prices come directly from the Form 4 entries for the exercised options and the related share dispositions used to satisfy obligations.

How many Choice Hotels (CHH) shares does Patrick Pacious own after these transactions?

After the reported transactions, Pacious directly owned 421,385 shares of CHH common stock. This final ownership figure is listed in the Form 4 as the total number of shares directly held following the last reported transaction on February 19, 2026.

What do the M and F transaction codes mean in this CHH Form 4?

Code “M” indicates an exercise or conversion of derivative securities, such as stock options, into common shares. Code “F” indicates share dispositions used to pay the exercise price or related tax liabilities, typically via share withholding rather than open-market sales.