Choice Hotels (CHH) HR chief exercises options, withholds 917 shares for tax

Rhea-AI Filing Summary

Choice Hotels International executive Patrick Cimerola reported routine equity compensation activity. On February 12, 2026, he exercised 1,232 employee stock options with an exercise price of $81.15 per share, receiving the same number of common shares.

On the same date, 917 common shares were disposed of in a tax-withholding transaction at $109.01 per share to cover obligations related to the option exercise. Following these transactions, Cimerola directly owned 23,464.11 shares of Choice Hotels common stock. The underlying option grant, which vested in four equal annual installments beginning March 2, 2020, was fully exercised, leaving 0 derivative securities from this grant outstanding.

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)
02/12/2026

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	02/12/2026		M		1,232	A	$81.15	24,381.11	D
Common Stock	02/12/2026		F		917	D	$109.01	23,464.11	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
Employee Stock Option	$81.15	02/12/2026		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	02/13/2026
	** 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 insider transaction did CHH Chief Human Resources Officer Patrick Cimerola report?

Patrick Cimerola reported exercising 1,232 employee stock options into common stock. This was part of his equity compensation and reflects converting previously granted options into shares rather than an open-market purchase of Choice Hotels International (CHH) stock.

How many Choice Hotels (CHH) shares does Patrick Cimerola own after this Form 4?

After the reported transactions, Patrick Cimerola directly owns 23,464.11 shares of Choice Hotels common stock. This figure reflects both the option exercise that increased his holdings and the tax-withholding share disposition reported in the same Form 4 filing.

What was the price on Patrick Cimerola’s exercised CHH stock options?

The employee stock options were exercised at an exercise price of $81.15 per share for 1,232 shares. This price is the predetermined strike price from the option grant, not the market price at the time of exercise.

Why did Patrick Cimerola dispose of 917 CHH shares in this Form 4?

The 917 Choice Hotels shares were disposed of in a tax-withholding transaction coded “F.” This indicates shares were withheld at $109.01 per share to satisfy tax or exercise-related obligations, not an open-market sale initiated for investment purposes.

What happened to Patrick Cimerola’s CHH employee stock options from the 2020 grant?

The reported employee stock options, which vested in four equal annual installments beginning March 2, 2020, were fully exercised for 1,232 shares. Following this exercise, the Form 4 shows zero derivative securities remaining from this particular option grant.

Is Patrick Cimerola’s CHH Form 4 transaction a buy or a sale of stock?

The filing shows an option exercise and a tax-withholding disposition, not a traditional open-market buy or sell. Shares were acquired through exercising stock options, and some were then withheld to cover related tax obligations, both common for executive equity compensation.