Pacious Patrick 4

What Happened
Pacious Patrick, President & CEO and a director of Choice Hotels International (CHH), exercised stock options on Feb 19, 2026 to acquire 66,288 shares at an exercise price of $81.15 per share (total value of exercised options ≈ $5,379,271). To satisfy the exercise price and tax withholding, he surrendered 56,573 shares valued at $111.05 each (total ≈ $6,282,432). After the cashless/tax-withholding transaction, the net number of new shares retained by Mr. Pacious from this exercise was 9,715. (Transaction codes: M = option exercise/conversion; F = payment of exercise price/tax liability.)

Key Details

• Transaction date: 2026-02-19; Form 4 filed 2026-02-23 (timely within the two business-day window).
• Options exercised: 65,056 shares @ $81.15 (value reported $5,279,294) and 1,232 shares @ $81.15 (value reported $99,977) — total 66,288 shares acquired.
• Shares surrendered for exercise/taxes: 55,673 shares @ $111.05 (value $6,182,487) and 900 shares @ $111.05 (value $99,945) — total 56,573 shares disposed.
• Net shares retained from the exercise: 66,288 acquired − 56,573 surrendered = 9,715 shares.
• Shares owned after the transaction: not specified in the filing provided.
• Footnote: F1 — the options vested in four equal annual installments beginning March 2, 2020.
• Filing timeliness: filing date matches the two-business-day SEC deadline (not late).

Context
This was an option exercise with partial cashless/tax-withholding disposition (surrender of shares to cover exercise price and taxes), which is a common administrative transaction for executives. Derivative entries reflect conversion of options into shares (M), followed by share surrender for tax/price obligations (F). Such routine exercises and withholdings are generally administrative and do not necessarily signal a bullish or bearish view by the insider.