Choice Hotels (NYSE: CHH) CFO sells 2,000 shares under 10b5-1 plan

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Choice Hotels International SVP and Chief Financial Officer Scott E. Oaksmith sold 2,000 shares of Common Stock in an open-market transaction at $115 per share on June 16, 2026.

Following the sale, he directly holds 33,172 shares. The transaction was executed under a pre-arranged Rule 10b5-1 trading plan adopted on March 12, 2026.

Insider Trade Summary 10b5-1

Net Seller: 2,000 shares ($230,000)

Net Sell 1 txn

Insider Oaksmith Scott E

Role SVP, Chief Financial Officer

Sold 2,000 shs ($230K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,000	$115.00	$230K

Holdings After Transaction: Common Stock — 33,172 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 2,000 shares Sale price per share: $115.00 per share Shares held after transaction: 33,172 shares +1 more

4 metrics

Shares sold 2,000 shares Open-market sale of Common Stock on June 16, 2026

Sale price per share $115.00 per share Price for the 2,000-share open-market sale

Shares held after transaction 33,172 shares Direct holdings of CFO Scott Oaksmith following the sale

Net shares sold 2,000 shares Net-sell direction from transaction summary

Key Terms

Rule 10b5-1 trading plan, open-market sale, Common Stock, Form 4

4 terms

Rule 10b5-1 trading plan regulatory

"This transaction was made pursuant to a 10b5-1 trading plan adopted by the Reporting Person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/18/2026 - 03:23 PM Accepted by SEC EDGAR 06/18/2026 - 03:23 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

MARYLAND

20852

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/16/2026		S⁽¹⁾		2,000	D	$115	33,172	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction was made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 12, 2026.

	Sharon Houle Randall, Attorney In Fact	06/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did CHOICE HOTELS (CHH) disclose in this Form 4 filing?

The filing shows CFO Scott E. Oaksmith sold 2,000 shares of Choice Hotels Common Stock at $115 per share. After this open-market transaction, he directly holds 33,172 shares of the company’s stock.

How many CHH shares did CFO Scott Oaksmith sell and at what price?

Scott Oaksmith sold 2,000 shares of Choice Hotels Common Stock at $115 per share. This open-market sale is reported as a non-derivative transaction on the Form 4 for June 16, 2026.

How many CHOICE HOTELS (CHH) shares does the CFO hold after this sale?

After the reported sale, CFO Scott Oaksmith directly holds 33,172 shares of Choice Hotels Common Stock. This figure reflects his position immediately following the 2,000-share open-market transaction disclosed in the Form 4.

Was the CHH CFO’s stock sale under a Rule 10b5-1 trading plan?

Yes. A footnote states the transaction was made pursuant to a Rule 10b5-1 trading plan adopted by Scott Oaksmith on March 12, 2026. Such plans pre-schedule trades to reduce discretion over timing.

What type of transaction did CHH’s CFO report on this Form 4?

The filing reports an open-market sale of Common Stock, coded “S” for sale. It is classified as a non-derivative transaction, meaning it involved actual shares rather than options or other derivative securities.

Does the CHH Form 4 show any option exercises or derivative activity?

No derivative transactions are reported in this Form 4. The derivative summary is empty, and the only activity disclosed is the non-derivative open-market sale of 2,000 shares of Choice Hotels Common Stock by the CFO.