1 unchanged sentence
Director and Officer Trading Arrangements
−Removed: The following table describes, for the first quarter of 2026, 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):
−Removed: Action Taken (Date of Action)
−Removed: Type of Trading Arrangement
−Removed: Nature of Trading Arrangement
−Removed: Duration of Trading Arrangement
−Removed: Aggregate Number of Securities Covered
−Removed: Dominic Dragisich
−Removed: ( Chief Growth & Strategy Officer )
−Removed: Adopted ( February 24, 2026 )
−Removed: Rule 10b5-1 trading arrangement
−Removed: ( Chief Financial Officer )
−Removed: Adopted ( March 12, 2026 )
−Removed: Rule 10b5-1 trading arrangement
−Removed: (1) This trading plan relates to up to 23,848 shares of the Company's common stock and has a scheduled expiration date of May 23, 2027 , unless terminated earlier.
−Removed: 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 or exercise of certain underlying equity awards.
−Removed: (2) This trading plan relates to up to 28,042 shares of the Company's common stock and has a scheduled expiration date of December 12, 2027 , unless terminated earlier.
−Removed: The actual number of shares that may be sold will depend on (i) the vesting of an underlying equity award, which is subject to the achievement of certain performance criteria, and (ii) 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: 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 period covered by this quarterly report.
Exhibit Number and Description
5 unchanged sentences
3.03(c) Amendment to the Restated Certificate of Incorporation of Choice Hotels International, Inc., dated May 16, 2024
−Removed: 3.04(c) Second Amended and Restated Bylaws of Choice Hotels International, Inc., dated as of May 16, 2024
+Added: 3.04(d) Third Amendment to the Restated Certificate of Incorporation of Choice Hotels International, Inc., dated May 21, 2026
+Added: 3.05(d) Third Amended and Restated Bylaws of Choice Hotels International, Inc., dated May 21, 2026
+Added: 10.1(e)† Separation Agreement, dated May 20, 2026, between Choice Hotels International, Inc.
+Added: and Patrick S.
31.1* Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
9 unchanged sentences
* Filed herewith
+Added: † Indicates a management contract or compensatory plan.
(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.
2 unchanged sentences
(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 May 21, 2026, filed May 21, 2026.
+Added: (e) 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 20, 2026, filed May 20, 2026.
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: April 30, 2026 By:
−Removed: /s/ PATRICK S.
−Removed: President & Chief Executive Officer
+Added: August 5, 2026 By:
+Added: /s/ DOMINIC E.
+Added: Interim Chief Executive Officer
CHOICE HOTELS INTERNATIONAL, INC.
−Removed: April 30, 2026 By:
+Added: August 5, 2026 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.