The current picture
CHH — The Refresh
Choice Hotels International, Inc. · Gaming & Lodging
· what the filings show today, ahead of the next annual disclosure
Compensation actions through Jul 15, 2026, the latest one
filed, from 69 filings — the company had filed through
Jul 17, 2026 when this record was read on
Aug 2, 2026. No insider filings in the 16 days since Jul 17, 2026. Market values at the close of
Jul 31, 2026.
Current-year awards
$5,321,228
49,096 units, summed across 5 award dates — in no annual table yet
Share price
$111.49
52 weeks to Jul 31, 2026: $84.04 – $129.89
Open-market sales
$4,075,405
12 lines · 12 indicated under a Rule 10b5-1 plan
Say-on-pay, this window
92.3%
meeting May 21, 2026
Purpose of Report
Choice Hotels International, Inc.'s most recent annual compensation
disclosure covers fiscal 2025, which closed on Dec 31, 2025. This document reports
the compensation actions taken since that date — awards granted, shares delivered, holdings moved,
roster changed — through Jul 15, 2026, the date of the latest action filed, and closes
the interval between the two.
Epoch 1 — the annual disclosure
Fiscal 2025, published Apr 22, 2026
Salary, incentive payouts, prior awards, unvested balances at fiscal year-end,
the peer group, and the stated pay design. Cash figures in this document come from here and
are labeled as such throughout.
Epoch 2 — current filings
Actions through Jul 15, 2026 · filed through Jul 17, 2026
Awards granted, shares delivered, tax withheld, shares sold, and running share
balances — each an individually filed document. Equity figures in this document come from here.
Contents
2What changed since the annual disclosure
3Current-year awards — not yet in any annual table
4Awards against the stated pay philosophy
5Estimated current-year target total direct compensation
6Peer refresh — who has granted, and what
7The year on one timeline
8Executive equity activity year to date
9Directors
10Method, coverage, and what we do not know
APer-executive statements
BRegister conventions and the aggregated register
Source: insider transaction filings, as filed. Annual figures from CHH's most recent annual compensation
disclosure for fiscal 2025. Share prices are daily closes from an independent market source.
1
The deltas
What changed since the annual disclosure
Each headline below is traceable to a page in this document.
The year, bottom-lined
$5,321,228 of long-term awards has already been granted this year, and none of it will appear in an annual compensation table until the spring-2027 disclosure. The program is being run to its stated design: the delivered mix matches what the company said it would grant, for every officer without exception. Against the companies it names as comparators, the chief executive's filed award of $1,320,056 sits 0.17× the median of $7,587,956. $1,320,056 of that is a single award of 12,225 units on Feb 26, 2026. Shareholders supported the program at 92.3%.
The Velarion Read
$5,321,228 of long-term awards has gone out this year to 8 officers, across 5 award dates between Jan 15, 2026 and Jul 15, 2026. Insiders sold $4,075,405 across 12 transactions. Dominic Dragisich accounts for $2,584,484 of that, 63.4% of the total. None of this appears in an annual compensation table before the spring-2027 disclosure.
The comparison basis is the fiscal 2025 annual disclosure published
Apr 22, 2026, against filings dated Jan 15, 2026 –
Jul 15, 2026.
$5,321,228 of long-term awards has been granted this year and appears in no annual table
8 officers received 49,096 units across 5 award dates between Jan 15, 2026 and Jul 15, 2026, each valued at the close of its own date. There is no single grant price for the year, and the total above is the sum of the individual awards rather than any one price times the unit count. The largest single date is Feb 26, 2026, carrying 90.2% of the value. The most recent annual disclosure covers fiscal 2025 and predates all of it. These awards first reach a Summary Compensation Table in the spring-2027 cycle.
Detail on page 3
The roster the filings show is not the roster the annual tables show
Dominic Dragisich's reported title changed from “EVP, Op & Chief Glb Brands Ofc” to “Interim CEO” between the filings of Mar 4, 2026 and May 22, 2026. 4 officers file transactions who are not among the 5 named executives in the fiscal 2025 tables. Filings for Stewart W. Bainum Jr stop on Mar 2, 2026, 137 days before the latest filing in this window; that executive received a full current-year award on Feb 26, 2026.
Roster detail on pages 3 and 8
Shareholders supported the pay program at 92.3%
At the meeting of May 21, 2026, 36,213,116 shares voted for and 3,011,948 against. The percentage is shares for as a share of for-plus-against, computed from the vote filing; abstentions and broker non-votes are excluded. The vote has run 66.9% → 99.2% → 94.7% → 92.3% across the last 4 years on record, so this year is 2.4 percentage points below the year before it and 7.2 percentage points below its highest on record, 99.5% in fiscal 2017. Of the awards on page 3, $5,312,064 was granted before this vote and $9,164 after it, the first of those 55 days later. The vote itself addressed the preceding year's program.
Chronology on page 7
Source: insider transaction filings, as filed.
2
Current-year awards
Current-year awards — Jan 15, 2026 to Jul 15, 2026
Each award valued at the closing price on its own award date.
Awards were made on 5 dates between Jan 15, 2026 and Jul 15, 2026, $5,321,228 in total across 8 officers. Each is valued at the closing price of its own award date; there is no single grant price for the year. 90.2% of that value was granted on Feb 26, 2026, the largest single date.
Granted after the close of fiscal 2025, so they appear in no compensation
table until the spring-2027 disclosure. A later CD&A may mention a grant in
narrative, but the tables that carry the numbers are a year out. Unit counts are as filed; values
are that count at the closing price on its own award date.
Awards by officer
| Officer | Award date | Share-settled
units | Total units | Price per unit
at that date | Value | Instruments, as filed |
|---|
Dominic Dragisich
Interim CEO | Feb 26, 2026 | 12,225 | 12,225 | $107.98 | $1,320,056 | 12,225 Common Stock |
Patrick S. Pacious
President & CEO | Feb 26, 2026 | 12,225 | 12,225 | $107.98 | $1,320,056 | 12,225 Common Stock |
Sanchez Raul Ramirez
Chief Seg & Intl Op Officer · not in the fiscal 2025 tables | Feb 26, 2026 | 5,731 | 5,731 | $107.98 | $618,833 | 5,731 Common Stock |
Scott Oaksmith
SVP, Chief Financial Officer | Feb 26, 2026 | 5,158 | 5,158 | $107.98 | $556,961 | 5,158 Common Stock |
Dominic Dragisich
Interim CEO | May 20, 2026 | 4,454 | 4,454 | $112.26 | $500,006 | 4,454 Common Stock |
Stewart W. Bainum Jr
Chairman · not in the fiscal 2025 tables | Feb 26, 2026 | 3,242 | 3,242 | $107.98 | $350,071 | 3,242 Common Stock |
Patrick Cimerola
Chief Human Resources Officer | Feb 26, 2026 | 2,720 | 2,720 | $107.98 | $293,706 | 2,720 Common Stock |
Noha Abdalla
Chief Marketing Officer · not in the fiscal 2025 tables | Feb 26, 2026 | 1,872 | 1,872 | $107.98 | $202,139 | 1,872 Common Stock |
Anna Scozzafava
Chief Strategy Ofc & SVP, Tech · not in the fiscal 2025 tables | Feb 26, 2026 | 1,254 | 1,254 | $107.98 | $135,407 | 1,254 Common Stock |
Patrick Cimerola
Chief Human Resources Officer | Jul 15, 2026 | 75 | 75 | $109.10 | $8,176 | 75 Common Stock |
Patrick Cimerola
Chief Human Resources Officer | Apr 15, 2026 | 68 | 68 | $116.50 | $7,866 | 68 Common Stock |
Patrick Cimerola
Chief Human Resources Officer | Jan 15, 2026 | 55 | 55 | $109.10 | $6,014 | 55 Common Stock |
Sanchez Raul Ramirez
Chief Seg & Intl Op Officer · not in the fiscal 2025 tables | Jul 15, 2026 | 9 | 9 | $109.10 | $988 | 9 Common Stock |
Sanchez Raul Ramirez
Chief Seg & Intl Op Officer · not in the fiscal 2025 tables | Apr 15, 2026 | 8 | 8 | $116.50 | $951 | 8 Common Stock |
| Total — 14 awards to 8 officers | 5 dates | 49,096 | 49,096 | — | $5,321,228 | |
Shaded rows are named executives in the fiscal 2025 tables. Unshaded rows are
officers who file transactions but do not appear in those tables — their current awards are visible
here and nowhere else until the next annual disclosure.
Valuation basis
Closing price, Jan 15, 2026
$109.10
Closing price, Feb 26, 2026
$107.98
Closing price, Apr 15, 2026
$116.50
Closing price, May 20, 2026
$112.26
Closing price, Jul 15, 2026
$109.10
Settlement form
Share-settled: the award delivers shares on vesting. Cash-settled: the award pays cash equal to the value of the underlying shares. The settlement form is the one stated in the company's own filing.
Share-settled awards
units × closing price. No modeling — for full-value share awards this is the grant-date fair value construction.
Award date in its trailing 52-week range
Where the share price sat on the award date, against its own
preceding year.
low $84.04
award date $107.98 — 36.9% of range
high $148.98
Awards were valued at the close of each of 5 different award dates, so there is no single basis to measure the whole year against. The range bar above shows the Feb 26, 2026 award date only, which prices 90.2% of this year's award value; each award's own price is in the table above. The shares closed at $111.49 on Jul 31, 2026.
The range position is stated for completeness. Award timing follows the company's regular February cycle rather than the share price: annual awards are dated Feb 25, 2022, Feb 27, 2025, Feb 26, 2026 in the years we can observe. Range is the trailing 52 weeks to the award date from daily highs and
lows (252 trading days).
Shares delivered on earlier awards — Feb 20, 2026
Shares from awards granted in earlier years, delivered this year. None matches a tranche the fiscal 2025 disclosure reported as unvested.
| Officer | Delivery date | Shares delivered |
Value at delivery date |
|---|
| Dominic Dragisich | Feb 20, 2026 | 18,635 | $2,053,577 |
| Patrick S. Pacious | Feb 20, 2026 | 16,492 | $1,817,418 |
| Patrick Cimerola | Feb 20, 2026 | 6,803 | $749,691 |
| Simone Wu | Feb 20, 2026 | 5,772 | $636,074 |
| Scott Oaksmith | Feb 20, 2026 | 4,305 | $474,411 |
| Noha Abdalla | Feb 20, 2026 | 4,124 | $454,465 |
| Sanchez Raul Ramirez | Feb 20, 2026 | 3,341 | $368,178 |
| Anna Scozzafava | Feb 20, 2026 | 661 | $72,842 |
Award terms, from the filings' own footnotes
Common Stock
Weighted average price, as these shares were purchased in multiple transactions at prices ranging from $105.86 to $106.69, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, add (this note appears on 10 of the 46 award transactions)
Weighted average price, as these shares were purchased in multiple transactions at prices ranging from $117.43 to $117.80, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, add (this note appears on 10 of the 46 award transactions)
Source: insider transaction filings, as filed. Closing prices are daily closes from an independent market source,
reconciled against prices stated on the filings themselves — see page 10.
3
Said versus did
Awards against the stated pay philosophy
What the company said it intended to grant, and what the filings show it granted.
Every award filed this year is share-settled, so there is no delivered split to set against the stated design. Both are set out below; where the stated design divides value between vehicles that settle the same way, that division is not observable in a transaction filing.
What was stated — fiscal 2025 disclosure
| Vehicle | Stated share
of long-term value |
Visible at grant? |
|---|
| PSU | 100% | contingent — not reported at grant |
Read from the fiscal 2025 annual disclosure. Our reading of that document
carries a medium confidence label, which is disclosed
here rather than suppressed; the comparison below is therefore presented as directional.
What was filed — 5 award dates, Jan 15, 2026 to Jul 15, 2026
| Sleeve | Units | Share of filed award |
|---|
| Share-settled | 49,096 |
100.0% |
| Cash-settled | 0 |
0.0% |
| Filed total | 49,096 | 100.0% |
Every filed award is share-settled, so there is no split to compare — the stated design and the filed awards are both above.
The whole program is visible. This company files its performance units at grant, with tranches and targets on the face of the filing, so the figures on this page cover the entire long-term program rather than a part of it.
This company's filed awards are entirely share-settled. A delivered-mix comparison needs two sleeves to compare, so none is made here — the stated design and the filed awards are shown above and the reader can see both.
Short-term incentive — the stated design
Chief executive target
200.0% of salary
(fiscal 2025 disclosure)
Basis
Formulaic against disclosed metrics, with
committee discretion applied on top in the disclosed year — the annual document states a
qualitative uplift was awarded above the formulaic outcome.
The current year's short-term outcome is not yet determinable: it is measured over
the full year and disclosed next spring. Page 5 uses the stated target, never an assumed
payout.
Source: insider transaction filings, as filed. Stated design from the fiscal 2025 annual compensation disclosure.
4
Estimated target TDC
Estimated current-year target total direct compensation
Latest salary, stated target bonus, and this year’s long-term award.
On filed awards alone the chief executive's current-year target lands at $5,185,442. This is an estimate of opportunity, not of what will be earned; the performance half depends on cycles that have not run.
Epoch labels. Cash components: latest disclosed year (fiscal
2025). Long-term components: current filings, 5 award dates, Jan 15, 2026 to Jul 15, 2026. This is an
estimate of the current year's target, not a disclosed figure, and no annual document states
it.
Build-up
| Executive | Salary
fiscal 2025 | Short-term
target | Long-term —
as filed | Total on
filed awards | Total —
whole program | Fiscal 2025
actual, disclosed |
|---|
Patrick S. Pacious
President & CEO | $1,288,462 | $2,576,924
200.0% of salary | $1,320,056 | $5,185,442 | — | $8,074,700 |
Dominic Dragisich
Interim CEO | $750,000 | $862,500
115.0% of salary | $1,820,062 | $3,432,562 | — | $4,230,770 |
Scott Oaksmith
SVP, Chief Financial Officer | $657,692 | $657,692
100.0% of salary | $556,961 | $1,872,345 | — | $3,390,506 |
Simone Wu
SVP, General Counsel and Secretary | $585,000 | no individual target in the program | no award filed in this window | excludes short-term target and filed award | excludes short-term target and filed award | $2,214,696 |
Patrick Cimerola
Chief Human Resources Officer | $500,000 | $300,000
60.0% of salary | $315,761 | $1,115,761 | — | $1,772,233 |
Why a short-term target appears for the chief executive only. The stated design
discloses one target percentage — the chief executive's — and that is the figure captured. This
company pays a short-term incentive to every named executive under the same formula plan, and the
amounts each received last year are inside the disclosed total in the final column; what is not
available here is each officer's own target. Where it is absent the totals say so rather
than presenting a smaller number as if it were complete.
No whole-program estimate is shown: this company files its performance units at grant, so the filed awards already are the whole long-term program.
Salary and the fiscal 2025 actual are as disclosed. Short-term target is the
disclosed target percentage applied to disclosed salary, and is shown only where that percentage is
disclosed for the individual — it is not imputed from another executive's target. Long-term as
filed is page 3's value. Rows without a disclosed individual target show a partial total rather
than a total built on an assumption.
Basis of the figures above
Long-term, as filed
every award this company filed in the window, each valued at the closing price on its own award date.
Whole-program estimate
not shown, and not needed: this company files its performance units at grant, so the filed awards are the whole long-term program.
What would confirm it
the spring-2027 disclosure.
The chief executive, in context
Long-term, as filed this year — ordinary awards
$1,320,056 — 12,225 units at $107.98 on Feb 26, 2026
Long-term target stated for fiscal 2025
$4,000,000
Total target stated for fiscal 2025
$7,880,548
Salary, short-term target and long-term target as we read them sum to $7,865,386, $15,162 below the total the company states. The company's figure is the one shown; the difference is a component of its stated target we do not separately hold, and it is named here rather than averaged away.
Fiscal 2025 actual, disclosed
$8,074,700
The stated fiscal 2025 long-term target and the filed current-year award are
measured on different bases — one is a target value set by the committee, the other is a unit count
multiplied by a market close — and they are placed side by side rather than differenced for that
reason.
Source: insider transaction filings, as filed. Cash components from the fiscal 2025 annual compensation disclosure.
5
Peer refresh
Peer refresh — who has granted, and what
The company's own disclosed comparison group, re-read against this year's filings.
The Velarion Read
18 of the 18 companies in this comparison group have already granted this cycle, so a mid-year read is possible. The chief executive's filed award of $1,320,056 sits 82.6% below the median of $7,587,956 on the comparable population. Peers who file their performance units at grant show a larger filed number for the same money; each peer's filing practice is in the table below.
18 companies in the fiscal 2025 disclosed comparison group
· 18 have granted in the current cycle ·
0 excluded from every figure on this page ()
Window status, company by company
18 of 18 granted in the
current cycle; the rest are timing, not absence. The columns have two different subjects.
Window status and the busiest date describe any insider at that company; the award event,
units and value describe that company's chief executive alone. A company can therefore read
“granted this cycle” beside “none yet” without contradiction — its insiders have received awards
and its chief executive has not, which is itself the fact worth seeing.
| Company | Window status —
any insider |
Busiest award date,
all insiders | Chief executive |
Largest filed award
event — the CEO only | Units —
the CEO only |
Value at that
day's close |
Excluded — stated
deliveries of
earlier awards |
Coverage
through |
|---|
BLMN
Bloomin' Brands | granted this cycle | Apr 22, 2026
4 award dates | Michael Spanos | Feb 27, 2026 | 980,392 | $5,999,999 | none | Apr 24, 2026 |
CMG
Chipotle Mexican Grill | granted this cycle | Feb 6, 2026
3 award dates | Scott Boatwright | Feb 6, 2026 | 444,445 | $17,506,689 | 1 line
229,457 units | Jun 12, 2026 |
CZR
Caesars Entertainment | granted this cycle | Jan 23, 2026
2 award dates | Thomas Reeg | Jan 23, 2026 | 202,924 | $4,738,275 | 1 line
25,629 units | Jun 12, 2026 |
DIN
Dine Brands Global | granted this cycle | Feb 27, 2026
4 award dates | John Peyton | Feb 27, 2026 | 56,836 | $1,759,643 | none | Jul 14, 2026 |
DPZ
Domino's Pizza | granted this cycle | Mar 10, 2026
5 award dates | Russell Weiner | Mar 10, 2026 | 22,910 | $9,175,913 | 1 line
14,203 units | Jul 23, 2026 |
EAT
Brinker International | granted this cycle | Feb 12, 2026
2 award dates | Kevin Hochman | none yet | none yet | last award Aug 28, 2025 | none | Jun 9, 2026 |
H
Hyatt Hotels Corp | granted this cycle | Mar 19, 2026
6 award dates | Mark Hoplamazian | Mar 19, 2026 | 64,244 | $9,272,979 | 3 lines
125,317 units | Jun 23, 2026 |
HLT
Hilton Worldwide Holdings | granted this cycle | Feb 25, 2026
5 award dates | Christopher Nassetta | Feb 25, 2026 | 72,276 | $22,647,685 | 1 line
86,662 units | Jul 1, 2026 |
HST
Host Hotels & Resorts | granted this cycle | May 20, 2026
6 award dates | James Risoleo | Feb 5, 2026 | 243,997 | $4,635,943 | 1 line
518,046 units | Jul 16, 2026 |
LVS
Las Vegas Sands Corp | granted this cycle | May 14, 2026
3 award dates | Robert Goldstein | Feb 2, 2026 | 189,252 | $10,529,981 | none | Jun 18, 2026 |
MAR
Marriott International | granted this cycle | Feb 13, 2026
6 award dates | Anthony Capuano | Feb 13, 2026 | 50,505 | $17,873,214 | 1 line
84,484 units | Jul 2, 2026 |
MGM
MGM Resorts International | granted this cycle | May 7, 2026
3 award dates | William Hornbuckle | none yet | none yet | last award Oct 6, 2025 | none | Jul 2, 2026 |
MTN
Vail Resorts | granted this cycle | Feb 1, 2026
1 award dates | Robert Katz | none yet | none yet | last award Sep 30, 2025 | none | Jun 5, 2026 |
PZZA
Papa John's International | granted this cycle | Feb 20, 2026
4 award dates | Todd Penegor | Mar 2, 2026 | 100,188 | $3,200,005 | none | Jun 9, 2026 |
WEN
Wendy's | granted this cycle | Mar 16, 2026
9 award dates | Kirk Tanner | none yet | none yet | last award Jun 16, 2025 | none | Jul 1, 2026 |
WH
Wyndham Hotels & Resorts | granted this cycle | Mar 1, 2026
8 award dates | Geoffrey Ballotti | Mar 9, 2026 | 78,698 | $5,999,936 | 2 lines
99,621 units | Jul 28, 2026 |
WING
Wingstop | granted this cycle | May 21, 2026
2 award dates | Michael Skipworth | Mar 5, 2026 | 10,155 | $2,400,033 | none | Jun 9, 2026 |
WYNN
Wynn Resorts | granted this cycle | Jan 7, 2026
3 award dates | Craig Billings | Jan 7, 2026 | 84,999 | $9,891,334 | none | Jul 29, 2026 |
How to read the two date columns, because they answer different questions.
Busiest award date is the date carrying the most award-coded lines across all of that
company's insiders this year. It is a density observation, not a determination that the annual
long-term grant happened then — at one company here the busiest date falls in July while its chief
executive's own award was filed in February, and both facts are shown rather than reconciled into
one. Largest filed award event is the chief executive's own most-populated award date, after
deliveries of earlier awards are removed.
Window status is inferred from a single year. “Granted this cycle” means at least one
award-coded line dated in 2026 that is neither a delivery of an earlier award nor a merger
conversion. Our coverage of these companies is predominantly 2026 alone, and one year of grant
dates cannot distinguish a recurring annual window from a coincidence. The column therefore records
that a company has granted, never a claim about when it usually grants — and no
company is recorded as not granting on the strength of a window our coverage may simply not
reach.
How these values are built, and what they are not
Each value is one filed award event, priced at that day's close. For each
chief executive: take their award-coded lines this year, remove any line that delivers an
award granted in an earlier year, and any multi-year price-hurdle grant, group what remains
into same-day events, and value the largest. A delivery is identified on the filing's own
evidence, never on its size: the footnote naming an earlier award year, or a quantity the
company's last annual disclosure already reported as outstanding and unvested for that person,
or a date whose other award lines are confirmed deliveries. Each excluded line is counted in its
own column with the reason, rather than quietly dropped. The largest is 518,046 units at HST on Feb 17, 2026, excluded because its own footnote says it was “previously granted” — 2.12× that chief executive's largest remaining award-coded cluster this year.
The same operator runs on both sides of the comparison. This company's award value
on this page is produced by the identical procedure applied to the identical source — filed
award-coded lines, the same delivery exclusion, the same same-day grouping, the same closing-price
valuation. Nothing on the subject side is computed from the annual disclosure, from a survey, or
from a different vintage of data. A comparison whose two sides are built differently measures the
difference in method as much as the difference in pay, which is why the method is stated here
rather than only for the peers.
What this number is not. It is the largest filed award event, not a
determination that this was the company's annual long-term grant — that would need each company's
own program, which this document does not assert. Three consequences a reader should carry:
1. Filing practice for performance units is not uniform. Some companies here file
performance share units at grant with target quantities and a per-unit value on the face of the
filing; where a company does not, its unfiled performance units are invisible at grant. A company that files its performance units shows a larger figure than one that
does not, at identical total pay.
2. Where something was excluded, the row shows what and how much.
8 of these companies had a prior-year delivery or a multi-year
price-hurdle grant removed before the remaining award was valued — the same two removals made to
this company's own figure. Excluded quantities are printed in the table's own columns rather than
netted away, so a reader can put any of them back.
3. Where the choice is genuinely undetermined, the number is withheld rather than
guessed — two comparable award events on different dates with nothing in the footnotes to
distinguish between them. No company in this group met that condition this cycle, so the rule cost nothing here — it is stated because it is what would happen if one did.
Where this company sits
Comparable population
14 companies — those that granted and whose chief
executive is resolvable to the filings, each valued by the procedure described above: the same
removals, the same grouping, the same closing-price valuation applied to this company
Range across those 14
$1,759,643 – $22,647,685
This company
$1,320,056 — above 0 of the 14 comparable companies, and 0.17× the median. That 14 is what remains of the 18 disclosed comparison companies after 4 whose chief executive's last award predates this window
Carried with an exclusion
8 companies had a delivery or a multi-year grant removed
before valuation
The median is a median of filed award events, not of total long-term pay, and
it inherits every caveat above — most importantly that this company's performance units
are not always filed at grant, and practice differs across this group. Read it as: on the portion that reaches a filing, this is
where the company sits. The award windows in this group run from January to May, which is what makes a mid-year comparison possible for it at all.
Comparison-group integrity
Disclosed comparison companies
18
No longer independent filers
0 — companies that left public markets
since the group was set
Prior-award deliveries removed
8 companies' chief executives have at least one award-coded
line that delivers an award granted in an earlier year — on the footnote, on a quantity their own
last disclosure reported as outstanding and unvested, or on the other lines filed the same day.
Those lines are excluded and counted in the table's own column, which is why that column shows
11 lines across those 8 companies.
A comparison group set at the last annual disclosure ages. Naming which members have
stopped filing, and which we cannot see far enough forward on, is part of reporting the group
honestly — a group is only as current as its least current member.
Source: insider transaction filings, as filed. Comparison group as disclosed by the company for fiscal
2025. Award-date closes from an independent market source, per company.
6
One timeline
The year on one timeline
Company events, awards, the shareholder vote and insider activity on a single
chronology.
The Velarion Read
$5,312,064 of this year's awards was granted before shareholders voted on pay — the last of it 84 days before the meeting — and $9,164 was granted after it, beginning 55 days later. The sequence is set out here in the order it happened, each line with its source.
0 company events in the period, each shown with the
source it was verified against.
Awards
award · 55 units
delivery of earlier awards
award · 44,427 units
award · 76 units
award · 4,454 units
award · 84 units
Insider sales
sale 8,080
sale 600
sale 1,603
sale 22,621
sale 2,000
sale 2,000
Jan 2026
Feb
Mar
Apr
May
Jun
Jul
Aug
Events in the window, with sources
No company events are carried for this filer. An event appears on this page only with a working cited source, and none has been verified for this company in this window. That is a statement about this document's event record and not about the company's year: the awards, the vote and the insider activity on the chronology above are complete and come from the filings themselves.
| # | Date | Category | Event |
Source and citation |
|---|
Each event carries the source it was verified against, so it can be re-found
independently.
Source: insider transaction filings, as filed. Company events from the company's own published disclosures.
7
Activity year to date
Executive equity activity year to date
Filed share balances, awards, deliveries, withholding and sales —
Jan 15, 2026 to Jul 15, 2026.
The Velarion Read
Insiders sold $4,075,405 this year. 100.0% of that value, and 100.0% of the 12 sale lines, was on transactions marked as made under a trading plan. Dominic Dragisich is the largest seller at $2,584,484, 63.4% of the year's total; the seller summary below is ranked by value. Filed holdings are broadly steady across the roster.
Every column below is a filed quantity.
Named executives — fiscal 2025 tables
| Executive | Unvested at
fiscal 2025 close | Shares awarded
into the balance | Shares delivered on
earlier awards | Withheld
for tax | Sold | Other filed
movements | Share balance,
before the window | Share balance,
latest filed | Change | Latest balance
at market |
|---|
Patrick S. Pacious
President & CEO | 636,108 | 12,225 | 16,492 | −79,385 | — | +66,288 | 411,670
before Feb 19, 2026 | 427,290
Mar 2, 2026 | ▲ 3.8% | $47,638,562 |
Dominic Dragisich
Interim CEO | 209,506 | 16,679 | 18,635 | −12,263 | −22,621 | +12,796 | 68,381
before Feb 20, 2026 | 81,607
May 26, 2026 | ▲ 19.3% | $9,098,364 |
Scott Oaksmith
SVP, Chief Financial Officer | 100,747 | 5,158 | 4,305 | −2,102 | −6,203 | — | 32,014
before Feb 20, 2026 | 33,172
Jun 16, 2026 | ▲ 3.6% | $3,698,346 |
Simone Wu
Senior Vice President | 39,027 | — | 5,772 | −2,604 | −8,080 | +8,080 | 48,803
before Feb 2, 2026 | 51,971
Mar 2, 2026 | ▲ 6.5% | $5,794,247 |
Patrick Cimerola
Chief Human Resources Officer | 35,410 | 2,918 | 6,803 | −917 | — | +1,232 | 23,094
before Jan 15, 2026 | 33,130
Jul 15, 2026 | ▲ 43.5% | $3,693,616 |
Officers who file but are not in the fiscal 2025 tables
| Officer | Shares awarded
into the balance | Shares delivered on
earlier awards | Withheld
for tax | Other filed
movements | Share balance,
before the window | Share balance,
latest filed | Change | Latest balance
at market |
|---|
Anna Scozzafava
Chief Strategy Ofc & SVP, Tech | 1,254 | 661 | −747 | — | 5,051
before Feb 20, 2026 | 6,219
Mar 2, 2026 | ▲ 23.1% | $693,356 |
Noha Abdalla
Chief Marketing Officer | 1,872 | 4,124 | −1,263 | — | 5,161
before Feb 20, 2026 | 9,894
Mar 2, 2026 | ▲ 91.7% | $1,103,082 |
Sanchez Raul Ramirez
Chief Seg & Intl Op Officer | 5,748 | 3,341 | — | — | 14,952
before Feb 20, 2026 | 24,041
Jul 15, 2026 | ▲ 60.8% | $2,680,356 |
Stewart W. Bainum Jr
Chairman | 3,242 | — | — | −2,430 | 4,954
before Feb 26, 2026 | 5,766
Mar 2, 2026 · plus 2,558,922 held indirectly | ▲ 16.4% | $642,851 |
The row adds: opening balance, plus awards and deliveries, less withholding and
sales, plus other filed movements, equals the latest balance. The opening figure is the position
before the first filed transaction of the window — the filings state the balance
after each transaction, so the first line's own effect is removed from it rather than
counted twice. Every quantity in the row belongs to one ownership form: the direct holdings where
a filer reports them, and any indirect holdings noted separately beside the closing balance.
Balances are the filer's own stated shares owned following each transaction.
Share-settled restricted stock vests without a separately reported transaction, so no closing
unvested balance is derived — the components are shown instead.
Open-market sales — summary by insider
| Insider | Shares sold | Weighted
avg price |
Value | Lots | Trading-plan status, as filed |
Period |
|---|
Dominic Dragisich
Interim CEO | 22,621 | $114.25 | $2,584,484 | 4 lots
1 days | all shares indicated under a plan | May 26, 2026 – May 26, 2026 |
Simone Wu
Senior Vice President | 8,080 | $101.56 | $820,579 | 4 lots
1 days | all shares indicated under a plan | Feb 2, 2026 – Feb 2, 2026 |
Scott Oaksmith
SVP, Chief Financial Officer | 6,203 | $108.07 | $670,342 | 4 lots
4 days | all shares indicated under a plan | Mar 17, 2026 – Jun 16, 2026 |
Each row aggregates that insider's sale transactions across the window: shares are summed,
the price is weighted by quantity, and the lot and day counts are shown so an aggregated row is
never read as a single trade. This summary counts every ownership form; the "Sold" column in
the rollforward above counts one. A rollforward has to bridge a single stated balance, so it
uses only the form that balance belongs to — where an insider also sold from a trust or other
indirect holding, that quantity appears here and not there, and the difference between the two
figures is exactly the indirect portion. Appendix A carries the per-executive register at lot level. Individual lots are available as a data
export.
Plan status is as indicated on each filing: 12 of the 12 sale lines are indicated as made under a Rule 10b5-1 trading plan.
Sale prices are execution prices. Shares withheld to satisfy tax on vesting appear in their own
column and are not sales.
Source: insider transaction filings, as filed. Unvested balances from the fiscal 2025 annual disclosure.
Market values at the closing price of Jul 31, 2026.
8
Directors
Directors
Current-year awards to non-employee directors.
8 of the 9 non-employee directors who filed transactions this year received awards, totalling 12,560 units. Every one of them received exactly the same number — a fixed-unit program, so what the units were worth depends on which of the 4 award dates a director's grant fell on.
12,560 units awarded to 8 non-employee
directors · 8 of them received an identical 1,570 units
· awarded on Jan 15, 2026, Apr 15, 2026, May 21, 2026 and Jul 15, 2026, each valued
at its own award-date close
| Director | Units awarded
this year | Value at
award-date close |
Award date | Cash fees
fiscal 2025 | Share awards
fiscal 2025 |
All other
fiscal 2025 |
Total fiscal 2025 | Instrument, as filed |
|---|
| Donna F. Vieira | 1,570 | $175,039 | May 21, 2026 | $110,000 | $175,102 | $2,273 | $287,375 | 1,570 Common Stock |
| Ervin R. Shames | 1,570 | $175,039 | May 21, 2026 | $115,000 | $175,102 | $3,461 | $293,563 | 1,570 Common Stock |
| Gordon A. Smith | 1,570 | $175,039 | May 21, 2026 | $160,000 | $175,102 | $6,341 | $341,443 | 1,570 Common Stock |
| John P. Tague | 1,570 | $175,039 | May 21, 2026 | $130,000 | $175,102 | $0 | $305,102 | 1,570 Common Stock |
| Liza K. Landsman | 1,570 | $175,039 | May 21, 2026 | $115,000 | $175,102 | $8,394 | $298,496 | 1,570 Common Stock |
| Maureen D. Sullivan | 1,570 | $175,039 | May 21, 2026 | $115,000 | $175,102 | $1,413 | $291,515 | 1,570 Common Stock |
| Monte Jm Koch | 1,570 | $175,039 | May 21, 2026 | $110,000 | $175,102 | $389 | $285,491 | 1,570 Common Stock |
| William L. Jews | 1,570 | $175,039 | May 21, 2026 | $140,000 | $175,102 | $0 | $315,102 | 1,570 Common Stock |
The three right-hand money columns are the last disclosed year and are not
comparable to the current-year award beside them — they are a full year of fees and awards, the
award column is this year's grant alone. Both are shown because the question a reader asks is
whether this year's award moved against last year's program, and that requires seeing both
bases rather than a difference computed across them.
Reconciliation — how these units tie to the filings
| Line | Directors | Units | Note |
|---|
| Award transactions dated May 21, 2026 | 8 |
12,560 |
the board's main award date — the figure a same-date tally produces, which is not the date the officers were awarded on (Feb 26, 2026) — this board is paid on its own calendar |
| Award transactions dated Jan 15, 2026 | 8 | 279 | 8 directors, filed 126 days before the main date — a credit to directors whose annual award falls on another date |
| Award transactions dated Apr 15, 2026 | 8 | 258 | 8 directors, filed 36 days before the main date — a credit to directors whose annual award falls on another date |
| Award transactions dated Jul 15, 2026 | 8 | 306 | 8 directors, filed 55 days after the main date — a credit to directors whose annual award falls on another date |
| Current-year director awards | 8 |
12,560 | the award column above — each row its stated date's
units, so a same-date tally and this column are the same number |
| Awards to the same directors on other dates | 8 | 843 | filed on Jan 15, 2026, Apr 15, 2026 and Jul 15, 2026 — carried here rather than folded into a row stating a different date |
| All director award-coded lines in the window | |
13,403 | what a tally of every director line returns |
The totals here are not the same number and all of them are defensible, so all of them are shown: the main-date total, the current-year award total, and the total of every award-coded director line. Every gap between them is named on its own line above rather than left for a reader to discover as a discrepancy.
Source: insider transaction filings, as filed. Fiscal 2025 director figures from the annual compensation disclosure.
9
Method and coverage
Method, coverage, and what we do not know
The page that says what this document cannot tell you.
Coverage of the filing window
Transaction codes present
A 54 · S 12 · M 10 · F 10 · J 9 · G 1
Individuals
18 —
5 named executives, 4 other officers,
9 directors
Lines missing a quantity
0
Lines missing a running balance
0
Amended filings in the window
0
Every line in the window parsed and carries a quantity, a date and a running
balance. Where that was not true, the count would appear above rather than be absorbed into a
total — a document that silently drops what it could not read is indistinguishable from one that
had nothing to drop.
Instruments seen, by line
| Instrument, as filed | Lines |
|---|
| Common Stock | 91 |
| Employee Stock Option | 3 |
| Employee Stock Options | 2 |
Taken verbatim from the filings. This document does not normalize instrument names
into a house taxonomy, because the filed name is the evidence.
Price basis, and how it was checked
Daily closes used
416 trading days
Award dates requiring a price
7, of which 7 fell on a trading
day; the remainder use the preceding close, marked where used
Award dates left unpriced
0 — an unpriced award renders as
“pending”, never as zero and never estimated
Settlement-priced lines
12 of 41 match same-day close to the cent
Open-market executions
12 of 12 fall inside that day's traded high-low range
Exercise-priced transactions
5 excluded — an exercise carries the option's
strike price, not a market price.
The price source is independent of the filings, so where both state a price the
comparison is a genuine check rather than a restatement. It is reported because a valuation built
on an unchecked price series is a valuation resting on an assumption.
The settlement standard is this issuer's, not ours. Companies do not price settlement lines the same way — this one uses same-day close, and others use a different reference day. The convention is read from this issuer's own filings and named above, so a reader comparing two of these documents sees the test change because the issuer's practice differs, not because the standard was relaxed for one of them.
What this document does not know
1. No award in this window carries a confirmed classification. This document reports codes, quantities, dates and verbatim footnotes, and does not present award categories or classified subtotals. The sleeves on page 4 are the instrument names the filings themselves use, not classifications. Where a category would be useful — the deliveries on page 3 — the evidence is shown and the label withheld.
2. Vesting of share-settled awards is not separately reported, so no closing unvested balance is derived. See page 8.
3. 1 gift transaction is reported and not valued. 1,028 shares transferred by Liza K. Landsman. A gift carries no price on the filing, so no value is computed for it; the shares move in the balances on page 8 and are named here rather than left as an unexplained movement. The filings do not state the recipient.
Two tiers, stated once
Facts always; categories only when confirmed. Quantities, dates, codes,
prices, balances and footnote text are reported wherever they exist. Category labels and
classified subtotals are reported only where classification is confirmed — which, for this filer
today, is nowhere. This document is built to be complete and honest in that state rather than to
wait for it to change.
Source: insider transaction filings, as filed. Prepared Aug 2, 2026.
Position as filed through Jul 17, 2026.
10
Per-executive statements
Appendix A — per-executive statements
The three largest current-year awards, each with its own aggregated register.
Same-day, same-code, same-instrument, same-ownership-form lines are aggregated
into one row with a lot count and a weighted-average price. Individual lots are available as a
data export and are not reproduced here.
Dominic Dragisich — Interim CEO
Awards this year
Feb 26, 2026 — 12,225 units at $107.98 = $1,320,056
May 20, 2026 — 4,454 units at $112.26 = $500,006
16,679 units in total, $1,820,062 — the sum of the awards above, each at the close of its own date.
Composition
16,679 share-settled ·
0 cash-settled (0.0% cash)
Share balance
68,381 before Feb 20, 2026 → 81,607 on May 26, 2026 (19.3%)
Latest balance at market
$9,098,364
Withheld for tax
12,263 shares
Sold in the open market
22,621
— $2,584,484, no Rule 10b5-1 plan indicated on the filing
Unit balance, latest filed
0 on May 26, 2026
| Date | Code | Instrument | Units ± | Price | Value | Shares held
directly | Unit balance |
|---|
| Feb 20, 2026 | A | Common Stock | 18,635 | — | — | 87,016 | — |
| Feb 26, 2026 | A | Common Stock | 12,225 | — | — | 99,241 | — |
| Mar 2, 2026 | F | Common Stock | 12,263 | $104.15 | $1,277,191 | 86,978 | — |
| May 20, 2026 | A | Common Stock | 4,454 | — | — | 91,432 | — |
| May 26, 2026 | M | Common Stock | 12,796 | $91.28 | $1,168,019 | 104,228 | — |
| May 26, 2026 | S | Common Stock (4 lots) | 22,621 | $114.25 | $2,584,484 | 81,607 | — |
| May 26, 2026 | M | Employee Stock Options | 12,796 | — | — | — | 0 |
Rows are in the order the transactions were filed. The three balance columns are
three separate populations and do not add: shares held directly, shares held through a trust or
partnership, and units of a deferred or cash-settled instrument. A balance appears only in the
column it belongs to, and a dash means that line stated no balance for that population — not zero.
Prices are the prices stated on the filings themselves, which is why a withholding or sale price
appears here on dates that carry no award and therefore appear in no valuation table.
Patrick S. Pacious — President & CEO
Award this year
12,225 units on Feb 26, 2026 — $1,320,056 at that day's close of $107.98
Composition
12,225 share-settled ·
0 cash-settled (0.0% cash)
Share balance
411,670 before Feb 19, 2026 → 427,290 on Mar 2, 2026 (3.8%)
Latest balance at market
$47,638,562
Withheld for tax
79,385 shares
Sold in the open market
none
Unit balance, latest filed
0 on Feb 19, 2026
| Date | Code | Instrument | Units ± | Price | Value | Shares held
directly | Unit balance |
|---|
| Feb 19, 2026 | M | Common Stock (2 lots) | 66,288 | $81.15 | $5,379,271 | 477,958 | — |
| Feb 19, 2026 | F | Common Stock (2 lots) | 56,573 | $111.05 | $6,282,432 | 421,385 | — |
| Feb 19, 2026 | M | Employee Stock Option (2 lots) | 66,288 | — | — | — | 0 |
| Feb 20, 2026 | A | Common Stock | 16,492 | — | — | 437,877 | — |
| Feb 26, 2026 | A | Common Stock | 12,225 | — | — | 450,102 | — |
| Mar 2, 2026 | F | Common Stock | 22,812 | $104.15 | $2,375,870 | 427,290 | — |
Rows are in the order the transactions were filed. The three balance columns are
three separate populations and do not add: shares held directly, shares held through a trust or
partnership, and units of a deferred or cash-settled instrument. A balance appears only in the
column it belongs to, and a dash means that line stated no balance for that population — not zero.
Prices are the prices stated on the filings themselves, which is why a withholding or sale price
appears here on dates that carry no award and therefore appear in no valuation table.
Sanchez Raul Ramirez — Chief Seg & Intl Op Officer
Awards this year
Feb 26, 2026 — 5,731 units at $107.98 = $618,833
Apr 15, 2026 — 8 units at $116.50 = $951
Jul 15, 2026 — 9 units at $109.10 = $988
5,748 units in total, $620,772 — the sum of the awards above, each at the close of its own date.
Composition
5,748 share-settled ·
0 cash-settled (0.0% cash)
Share balance
14,952 before Feb 20, 2026 → 24,041 on Jul 15, 2026 (60.8%)
Latest balance at market
$2,680,356
Sold in the open market
none
Unit balance, latest filed
no unit-denominated instrument filed for this executive
| Date | Code | Instrument | Units ± | Price | Value | Shares held
directly |
|---|
| Feb 20, 2026 | A | Common Stock | 3,341 | — | — | 18,293 |
| Feb 26, 2026 | A | Common Stock | 5,731 | — | — | 24,024 |
| Apr 15, 2026 | A | Common Stock | 8 | $117.65 | $960 | 24,032 |
| Jul 15, 2026 | A | Common Stock | 9 | $106.26 | $963 | 24,041 |
Rows are in the order the transactions were filed. The three balance columns are
three separate populations and do not add: shares held directly, shares held through a trust or
partnership, and units of a deferred or cash-settled instrument. A balance appears only in the
column it belongs to, and a dash means that line stated no balance for that population — not zero.
Prices are the prices stated on the filings themselves, which is why a withholding or sale price
appears here on dates that carry no award and therefore appear in no valuation table.
Source: insider transaction filings, as filed.
A
Register conventions
Appendix B — register conventions
How the registers in this document are built, in enough detail to reproduce them.
Transaction codes present in this window
| Code | Lines | Meaning |
|---|
| A | 54 | Acquisition of securities — an award, or a delivery of shares under an earlier award. |
| M | 10 | Conversion or exercise of a derivative holding into the underlying security. |
| F | 10 | Shares retained by the company to satisfy tax withholding on vesting. Not a discretionary transaction. |
| S | 12 | Open-market sale. |
| G | 1 | Bona fide gift of securities — a transfer without consideration. Not a sale, and no proceeds arise. |
| J | 9 | Other acquisition or disposition — the filing's own footnote states the nature. |
Aggregation
Rule
Lines sharing date, code and instrument are
aggregated into a single register row.
Quantity
Sum of the filed quantities.
Price
Weighted average of filed prices by quantity —
never a simple mean, which would misweight unequal lots.
Lot count
Shown where more than one line is
aggregated, so an aggregated row is never mistaken for a single transaction.
Balance
The running balance stated on the last line of
the group — the filer's own figure, not a computed one.
Full lot detail
Available as a data export. This
document carries the aggregated view because the lot list is a working file, not a reading
surface.
Balance movements from outside this window
A filer's stated share balance is a running total that spans their whole filing
history, not this window. Where two consecutive rows of a register differ by more than the later
row's own quantity, the difference was moved by a transaction filed outside the period this
document covers — most often an earlier gift, transfer or exercise. The register marks the step
where it occurs and does not absorb it into a neighboring row, because a register that silently
balances is one a reader cannot reproduce against the filings.
Price reconciliation — the lines that differ
| Date | Insider | Code |
Price as filed | Closing price | Difference |
|---|
| Jul 15, 2026 | Donna F. Vieira | A | $106.26 | $109.10 | -2.6% |
| Jul 15, 2026 | Sanchez Raul Ramirez | A | $106.26 | $109.10 | -2.6% |
| Jul 15, 2026 | Gordon Smith | A | $106.26 | $109.10 | -2.6% |
| Jul 15, 2026 | William L. Jews | A | $106.26 | $109.10 | -2.6% |
| Jul 15, 2026 | Liza Landsman | A | $106.26 | $109.10 | -2.6% |
| Jul 15, 2026 | Sullivan Maureen | A | $106.26 | $109.10 | -2.6% |
| Jul 15, 2026 | Monte Jm Koch | A | $106.26 | $109.10 | -2.6% |
| Jul 15, 2026 | John P. Tague | A | $106.26 | $109.10 | -2.6% |
| Jul 15, 2026 | Patrick Cimerola | A | $106.26 | $109.10 | -2.6% |
| Jul 15, 2026 | Ervin R. Shames | A | $106.26 | $109.10 | -2.6% |
All differences are open-market sales, which execute during the trading day at
prices that are not the close. The filed price is the executed price and is the figure used in
this document wherever a sale is valued; the closing price is used only where no filed price
exists, which is the case for awards.
Source: insider transaction filings, as filed.
B