[Form 4] CHOICE HOTELS INTERNATIONAL INC /DE Insider Trading Activity

Rhea-AI Filing Summary

Choice Hotels International reported that Chief Segment & International Operations Officer Raul Ramirez Sanchez acquired 3,341 shares of common stock through a stock-settled restricted stock unit award. The award was earned based on company performance against pre-approved financial targets for the period from January 1, 2023 through December 31, 2025 and will vest on March 2, 2026. After this grant, he directly owns 18,293 shares of common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ramirez Sanchez Raul

(Last) (First) (Middle)

915 MEETING STREET

SUITE 600

(Street)

NORTH BETHESDA MD 20852

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHOICE HOTELS INTERNATIONAL INC /DE [ CHH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Seg & Intl Op Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		A		3,341(1)	A	$0	18,293	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. As a result of Company performance against pre-approved financial targets applicable to performance vested restricted stock units previously granted, as certified on February 20, 2026 for the period of January 1, 2023 through December 31, 2025, the reporting person acquired 3,341 stock-settled restricted stock units that vest on March 2, 2026.

	Sharon Houle Randall, Attorney In Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CHH executive Raul Ramirez Sanchez report?

Raul Ramirez Sanchez reported acquiring 3,341 shares of Choice Hotels common stock through a stock-settled restricted stock unit award. The position reflects equity-based compensation rather than an open‑market purchase, with the units linked to prior company performance targets and scheduled vesting on March 2, 2026.

How many CHH shares does Raul Ramirez Sanchez own after this Form 4?

After the reported award, Raul Ramirez Sanchez directly owns 18,293 shares of Choice Hotels common stock. This total includes the newly acquired 3,341 stock-settled restricted stock units that were earned based on performance and are scheduled to vest on March 2, 2026.

What triggered the 3,341 restricted stock units for CHH’s Ramirez Sanchez?

The 3,341 stock-settled restricted stock units were earned because Choice Hotels’ performance against pre-approved financial targets was certified on February 20, 2026. Those targets applied to the period from January 1, 2023 through December 31, 2025, tying the award directly to multi‑year company results.

When do Raul Ramirez Sanchez’s new CHH restricted stock units vest?

The newly acquired 3,341 stock-settled restricted stock units for Raul Ramirez Sanchez are scheduled to vest on March 2, 2026. Vesting is the date when the performance-earned units convert into shares of Choice Hotels common stock that he fully owns, subject to plan terms.

Was cash paid for the CHH shares reported in this Form 4?

No cash was paid for these Choice Hotels shares, as the transaction price per share is reported as 0.0000. The 3,341 units represent a grant or award of stock-settled restricted stock units tied to performance, rather than a cash-funded open‑market share purchase.