Item 5. Other Information
ITEM 5. OTHER INFORMATION
Director and Officer Trading Arrangements
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):
Name
( Title )
Action Taken (Date of Action)
Type of Trading Arrangement
Nature of Trading Arrangement
Duration of Trading Arrangement
Aggregate Number of Securities Covered
Dominic Dragisich
( Executive Vice President, Operations and Chief Global Brand Officer )
Modified
( March 14, 2025 ) (1)
Rule 10b5-1 trading arrangement
Sale
(2) (2)
Simone Wu
( Senior Vice President, General Counsel, Corporate Secretary & External Affairs )
Adopted ( March 14, 2025 )
Rule 10b5-1 trading arrangement
Sale
(3) (3)
(1) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of an existing Rule 10b5-1 trading
arrangement, which was initially adopted on November 25, 2024, that related to options to purchase up to 10,500 shares of the Company's
common stock.
(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 . 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.
(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 . 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.
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ITEM 6. EXHIBITS
Exhibit Number and Description
Exhibit
Number Description
3.01(a) Restated Certificate of Incorporation of Choice Hotels Franchising, Inc. (renamed Choice Hotels International, Inc.)
3.02(b) Amendment to the Restated Certificate of Incorporation of Choice Hotels International, Inc. dated April 26, 2013
3.03(c) Amendment to the Restated Certificate of Incorporation of Choice Hotels International, Inc., dated May 16, 2024
3.04(c) Second Amended and Restated Bylaws of Choice Hotels International, Inc., dated as of May 16, 2024
31.1* Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2* Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
32* Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
(a) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Registration Statement on Form S-4, filed August 31, 1998 (Reg. No. 333-62543).
(b) Incorporated by reference to the identical document filed as an exhibit to Choice Hotels International, Inc.'s Current Report on Form 8-K dated April 26, 2013, filed May 1, 2013.
(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.
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SIGNATURES
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.
May 8, 2025 By: /s/ PATRICK S. PACIOUS
Patrick S. Pacious
President & Chief Executive Officer
CHOICE HOTELS INTERNATIONAL, INC.
May 8, 2025 By: /s/ SCOTT E. OAKSMITH
Scott E. Oaksmith
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.