Choice Hotels (NYSE: CHH) CEO withholds 22,812 shares to cover taxes

Rhea-AI Filing Summary

Choice Hotels International President and CEO Patrick Pacious reported a tax-related share disposition. On March 2, 2026, 22,812 shares of common stock were withheld at a price of $104.15 per share to cover tax obligations. After this transaction, he directly owned 427,290 shares.

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)
03/02/2026

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	03/02/2026		F		22,812	D	$104.15	427,290	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:

	Sharon Houle Randall, Attorney In Fact	03/04/2026
	** 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.

FAQ

What insider transaction did CHH CEO Patrick Pacious report?

Patrick Pacious reported a tax-related share disposition involving 22,812 shares of Choice Hotels common stock. The shares were withheld to satisfy tax obligations, rather than sold in the open market, and are coded as a tax-withholding disposition on the Form 4.

How many Choice Hotels (CHH) shares were withheld for taxes?

A total of 22,812 Choice Hotels common shares were withheld to cover tax liabilities. The shares were valued at $104.15 per share for this purpose, reflecting a routine tax-withholding disposition rather than a discretionary market sale by the CEO.

What price per share was used in the CHH CEO tax-withholding disposition?

The tax-withholding disposition used a price of $104.15 per Choice Hotels common share. This price was applied to 22,812 shares withheld on March 2, 2026, in connection with covering the CEO’s tax obligations on equity compensation.

How many CHH shares does Patrick Pacious own after this transaction?

After the tax-withholding disposition, Patrick Pacious directly owned 427,290 shares of Choice Hotels common stock. This figure reflects his direct holdings immediately following the March 2, 2026 transaction reported in the Form 4 insider filing.

Was the CHH CEO Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. It is coded as a tax-withholding disposition, meaning 22,812 shares of Choice Hotels stock were withheld to pay tax liabilities rather than being voluntarily sold on the open market.

What does transaction code F mean in the CHH CEO Form 4?

Transaction code F indicates a payment of exercise price or tax liability by delivering securities. For Choice Hotels, this means 22,812 shares were withheld from the CEO’s holdings to cover taxes, not sold as a discretionary open-market transaction.