Choice Hotels (NYSE: CHH) interim CEO trades stock under 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 22,621 shares ($2,584,484)
Net Sell
6 txns
Insider
Dragisich Dominic
Role
Interim CEO
Sold
22,621 shs ($2.58M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Options | 12,796 | $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 shares (Direct, null);
Common Stock — 104,228 shares (Direct, null)
Footnotes (1)
- This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 24, 2026. 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. 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. 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. 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. 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
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.
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.