1 unchanged sentence
Director and Officer Trading Arrangements
−Removed: None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this quarterly report.
+Added: The following table describes, for the first quarter of 2025, each trading arrangement for the sale or purchase of Company securities adopted or terminated by our directors and officers that is either (i) a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement), or (ii) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):
+Added: Action Taken (Date of Action)
+Added: Type of Trading Arrangement
+Added: Nature of Trading Arrangement
+Added: Duration of Trading Arrangement
+Added: Aggregate Number of Securities Covered
+Added: Dominic Dragisich
+Added: ( Executive Vice President, Operations and Chief Global Brand Officer )
+Added: ( March 14, 2025 ) (1)
+Added: Rule 10b5-1 trading arrangement
+Added: ( Senior Vice President, General Counsel, Corporate Secretary & External Affairs )
+Added: Adopted ( March 14, 2025 )
+Added: Rule 10b5-1 trading arrangement
+Added: (1) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of an existing Rule 10b5-1 trading
+Added: arrangement, which was initially adopted on November 25, 2024, that related to options to purchase up to 10,500 shares of the Company's
+Added: common stock.
+Added: (2) This trading plan relates to up to 19,500 shares of the Company's common stock and has a scheduled expiration date of February 23, 2026 .
+Added: The actual number of shares that may be sold will depend on the number of shares that may be withheld to satisfy the minimum tax-withholding requirements related to the vesting of certain underlying equity awards.
+Added: (3) This trading plan relates to up to 17,275 shares of the Company's common stock and has a scheduled expiration date of February 22, 2026 .
+Added: The actual number of shares that may be sold will depend on the number of shares that may be withheld to satisfy the minimum tax-withholding requirements related to the vesting of certain underlying equity awards.
Exhibit Number and Description
6 unchanged sentences
3.04(c) Second Amended and Restated Bylaws of Choice Hotels International, Inc., dated as of May 16, 2024
−Removed: 4.01(d) Fifth Supplemental Indenture, dated as of July 2, 2024, between Choice Hotels International, Inc.
−Removed: and Computershare Trust Company, N.A.
−Removed: (as successor to Wells Fargo Bank, National Association), as trustee
31.1* Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
12 unchanged sentences
(c) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated May 15, 2024, filed May 17, 2024.
−Removed: (d) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated July 2, 2024, filed July 2, 2024.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CHOICE HOTELS INTERNATIONAL, INC.
−Removed: November 4, 2024 By:
+Added: May 8, 2025 By:
/s/ PATRICK S.
1 unchanged sentence
CHOICE HOTELS INTERNATIONAL, INC.
−Removed: November 4, 2024 By:
+Added: May 8, 2025 By:
Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.