Choice Hotels interim CEO sells 22,621 shares

Choice Hotels International interim CEO Dominic Dragisich reported a combination of option exercise and share sales in company stock.

Rhea-AI Filing Summary

Choice Hotels International interim CEO Dominic Dragisich reported a combination of option exercise and share sales in company stock. On May 26, 2026, he exercised 12,796 employee stock options for common shares at $91.28 per share, then executed open-market sales totaling 22,621 common shares at weighted-average prices between approximately $112.50 and $115.15 per share. The company notes these sales were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on February 24, 2026, indicating the trades were scheduled in advance.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Dragisich Dominic

Role Interim CEO

Sold 22,621 shs ($2.58M)

Approx. gross sale proceeds $2.58M

Approx. exercise cost $1.17M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Options	12,796	$0.00	$0.00
Exercise	Common Stock	12,796	$91.28	$1.17M
Sale	Common Stock	2,104	$112.50	$237K
Sale	Common Stock	5,024	$113.56	$571K
Sale	Common Stock	13,521	$114.65	$1.55M
Sale	Common Stock	1,972	$115.15	$227K

Holdings After Transaction: Employee Stock Options — 0 contracts (Direct); Common Stock — 81,607 shares (Direct)

Footnotes (6)

1. F1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 24, 2026.
2. F2. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $111.97 to $112.96, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. F3. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $112.99 to $113.98, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. F4. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $114.04 to $115.03, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. F5. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $115.07 to $115.32, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. F6. Options vested in four equal annual installments beginning on March 2, 2021.

Key Figures

Shares sold: 22,621 shares Options exercised: 12,796 shares Exercise price: $91.28 per share +5 more

8 metrics

Shares sold 22,621 shares Aggregate open-market sales of common stock on May 26, 2026

Options exercised 12,796 shares Employee stock options converted into common stock on May 26, 2026

Exercise price $91.28 per share Strike price of employee stock options exercised into common stock

Sale price tranche $112.50 per share One reported weighted-average sale price for a 2,104-share block

Sale price tranche $113.56 per share One reported weighted-average sale price for a 5,024-share block

Sale price tranche $114.65 per share One reported weighted-average sale price for a 13,521-share block

Sale price tranche $115.15 per share One reported weighted-average sale price for a 1,972-share block

Option expiration February 28, 2030 Expiration date of the employee stock options before exercise

Key Terms

Rule 10b5-1 trading plan, weighted average price, Employee Stock Options, derivative security, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 24, 2026."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"Weighted average price, as these shares were sold in multiple transactions at prices ranging from $111.97 to $112.96, inclusive."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Employee Stock Options financial

"Employee Stock Options, transaction code M, derivative security exercised into Common Stock."

Employee stock options are contracts that give workers the right to buy a company's shares at a set price sometime in the future, like a coupon that lets you purchase stock at today’s price later on. Investors care because they align employees’ incentives with company performance and create a potential future claim on shares that can reduce existing owners’ percentage and add to a company’s reported compensation costs.

derivative security financial

"Exercise or conversion of derivative security described for the option transaction."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

open-market sale financial

"Sale in open market or private transaction for common stock with transaction code S."

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CHH interim CEO Dominic Dragisich report?

Dominic Dragisich reported exercising 12,796 employee stock options and selling 22,621 Choice Hotels common shares. The trades occurred on May 26, 2026, and were disclosed as open-market transactions in a Form 4 insider filing.

At what prices did CHH interim CEO sell Choice Hotels (CHH) shares?

Reported sales of Choice Hotels shares were at weighted-average prices between about $112.50 and $115.15 per share. The Form 4 notes multiple trades within narrower price ranges, with detailed breakdowns available on request from the issuer or regulators.

How many Choice Hotels (CHH) shares did the interim CEO sell in this Form 4?

The interim CEO reported selling a total of 22,621 Choice Hotels common shares. These were executed as several open-market transactions on May 26, 2026, each at slightly different prices but within the $112.50 to $115.15 per-share range.

Did the CHH interim CEO exercise stock options in addition to selling shares?

Yes. Dominic Dragisich exercised 12,796 employee stock options into an equal number of Choice Hotels common shares. The options had a $91.28 per-share exercise price and were fully exercised, with no remaining balance shown after the transaction.

Were the CHH insider stock sales made under a Rule 10b5-1 plan?

The filing states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted on February 24, 2026. Such plans pre-schedule trades, helping separate routine portfolio moves from discretionary timing decisions by insiders.

What does the Form 4 say about the option grant exercised by CHH’s interim CEO?

The Form 4 notes the employee stock options vested in four equal annual installments beginning March 2, 2021. On May 26, 2026, 12,796 options were exercised at a $91.28 strike price, converting into the same number of Choice Hotels common shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/28/2026 - 03:33 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

Dragisich Dominic

(Last) (First) (Middle)

915 MEETING STREET

SUITE 600

(Street)

NORTH BETHESDA MARYLAND 20852

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Interim CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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

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

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

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	05/26/2026		M(1)		12,796	A	$91.28	104,228	D
Common Stock	05/26/2026		S(1)		2,104	D	$112.5(2)	102,124	D
Common Stock	05/26/2026		S(1)		5,024	D	$113.56(3)	97,100	D
Common Stock	05/26/2026		S(1)		13,521	D	$114.65(4)	83,579	D
Common Stock	05/26/2026		S(1)		1,972	D	$115.15(5)	81,607	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 Options	$91.28	05/26/2026		M(1)			12,796	(6)	02/28/2030	Common Stock	12,796	$0	0	D

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 24, 2026.

2. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $111.97 to $112.96, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $112.99 to $113.98, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $114.04 to $115.03, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Weighted average price, as these shares were sold in multiple transactions at prices ranging from $115.07 to $115.32, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Options vested in four equal annual installments beginning on March 2, 2021.

	Sharon Houle Randall, Attorney In Fact	05/28/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)