[Form 4] Choice Hotels Intnl. Insider Trading Activity

Rhea-AI Filing Summary

On July 3 2025, Choice Hotels International (CHH) Executive Vice President & Chief Global Brands Officer Dominic Dragisich filed a Form 4 reporting a small, pre-planned insider transaction executed under a Rule 10b5-1 trading plan.

• Option exercise: 100 employee stock options were exercised at an $91.28 strike price. The option grant, originally issued in 2020 and fully vested by March 2 2024, would have expired on February 28 2030.
• Share sale: The same 100 shares were immediately sold on the open market at $132.47 per share, implying a gross spread of roughly $41.19 per share.
• Post-transaction holdings: Dragisich now directly owns 70,881 CHH common shares. No derivative securities remain from this grant after settlement.

The transaction affects only about 0.14% of the insider’s reported stake and does not materially change overall insider ownership levels. No earnings, operational updates, or other corporate events were disclosed in this filing.

Insights

Securities Analyst

TL;DR: 100-share sale is immaterial; no change to investment thesis.

The filing reveals a routine option exercise and corresponding sale under a 10b5-1 plan. The dollar value (~$13k) and volume are de minimis relative to CHH’s average daily volume and the insider’s 70k+ share stake. Such small sales typically have no signalling value for near-term fundamentals or valuation. I classify the disclosure as informational only, with neutral investment impact.

Corporate Governance Expert

TL;DR: Rule 10b5-1 trade, governance compliant, neutral impact.

The transaction was executed pursuant to a pre-established 10b5-1 plan (adopted 25-Nov-2024, modified 14-Mar-2025), supporting procedural integrity and mitigating potential insider-trading concerns. The limited size and full disclosure align with best-practice governance standards. No red flags emerge, and insider ownership remains substantial, suggesting continued alignment with shareholder interests.

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 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)
	EVP, Op & Chief Glb Brands Ofc

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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	07/03/2025		M(1)		100	A	$91.28	70,981	D
Common Stock	07/03/2025		S(1)		100	D	$132.47	70,881	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	07/03/2025		M(1)			100	(2)	02/28/2030	Common Stock	100	$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 November 25, 2024, and modified on March 14, 2025.

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

	Sharon Houle Randall, Attorney In Fact	07/08/2025
	** 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

How many Choice Hotels (CHH) shares did Dominic Dragisich sell?

He sold 100 shares of CHH common stock.

At what price were the CHH shares sold?

The shares were sold at $132.47 per share.

What was the exercise price of the employee stock options?

The options were exercised at a strike price of $91.28.

How many CHH shares does Dragisich own after the transaction?

He directly owns 70,881 CHH shares following the reported trades.

Was the trade executed under a Rule 10b5-1 plan?

Yes. The trading plan was adopted on November 25 2024 and modified on March 14 2025.

When do the exercised options expire?

The options had an expiration date of February 28 2030.