Choice Hotels (CHH) CFO uses 2,102 shares to cover equity tax bill

Rhea-AI Filing Summary

Choice Hotels International senior vice president and chief financial officer Scott E. Oaksmith reported a tax-related share disposition under an equity award. On a Form 4, he disclosed the transfer of 2,102 shares of common stock at $104.15 per share to cover tax withholding obligations, a non‑open‑market transaction coded as a payment of tax liability by delivering securities. After this withholding event, he directly owns 39,375 shares of Choice Hotels 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^*

Oaksmith Scott E

(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)
	SVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		F		2,102	D	$104.15	39,375	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:

	Sharon Houle Randall, Attorney In Fact	03/04/2026
	** 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 Choice Hotels (CHH) report for Scott E. Oaksmith?

Choice Hotels reported that CFO Scott E. Oaksmith disposed of shares to satisfy tax withholding obligations. The Form 4 shows a tax-withholding disposition rather than an open-market trade, tied to equity compensation rather than a discretionary buy or sell decision.

How many Choice Hotels (CHH) shares were disposed of in this Form 4 filing?

The filing shows a disposition of 2,102 shares of Choice Hotels common stock. These shares were delivered to cover tax liabilities associated with equity compensation, not sold on the open market, and were reported under transaction code F on the insider Form 4.

At what price were the Choice Hotels (CHH) shares valued in the tax-withholding event?

The shares were valued at $104.15 per share for the tax-withholding disposition. This figure reflects the price used to determine the value of the 2,102 shares delivered to satisfy the tax liability related to Scott E. Oaksmith’s equity award.

Does the Choice Hotels (CHH) Form 4 indicate an open-market sale by the CFO?

No, the Form 4 does not indicate an open-market sale. It reports a tax-withholding disposition under transaction code F, meaning shares were delivered to cover exercise price or tax liability, rather than being voluntarily sold into the market by the executive.

How many Choice Hotels (CHH) shares does Scott E. Oaksmith own after this transaction?

After the tax-withholding disposition, Scott E. Oaksmith directly owns 39,375 shares of Choice Hotels common stock. This post-transaction balance is disclosed in the Form 4 and reflects his remaining direct holdings following the 2,102-share tax-related transfer.

What does transaction code F mean in the Choice Hotels (CHH) insider filing?

Transaction code F denotes payment of exercise price or tax liability by delivering securities. In this case, it shows the CFO used 2,102 Choice Hotels shares, valued at $104.15 each, to satisfy tax obligations tied to his equity compensation rather than executing a market trade.