Choice Hotels (NYSE: CHH) director awarded 1,570 restricted stock shares

Rhea-AI Filing Summary

Smith Gordon reported acquisition or exercise transactions in this Form 4 filing.

Choice Hotels International director Gordon Smith received a grant of 1,570 shares of common stock. The grant is structured as restricted stock that will vest in three equal annual installments beginning on the first anniversary of the grant date. Following this award, Smith directly holds 9,713.47 shares of Choice Hotels common stock. This Form 4 reflects a compensation-related equity award rather than an open‑market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Smith Gordon

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,570	$0.00	--

Holdings After Transaction: Common Stock — 9,713.47 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock granted: 1,570 shares Price per share for grant: $0.00 per share Shares after transaction: 9,713.47 shares +1 more

4 metrics

Restricted stock granted 1,570 shares Equity award on May 21, 2026

Price per share for grant $0.00 per share Compensation grant, not market purchase

Shares after transaction 9,713.47 shares Total direct holdings following grant

Vesting schedule Three annual installments Begins on first anniversary of grant date

Key Terms

Restricted stock, Grant, award, or other acquisition, Form 4

3 terms

Restricted stock financial

"Restricted stock will vest in three annual installments beginning on the first anniversary of the grant date."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Smith Gordon

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/21/2026		A(1)		1,570	A	$0	9,713.47	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. Restricted stock will vest in three annual installments beginning on the first anniversary of the grant date.

	Sharon Houle Randall, Attorney In Fact	05/26/2026
	** 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)

FAQ

What insider transaction did CHH director Gordon Smith report on this Form 4?

Gordon Smith reported receiving a grant of 1,570 shares of Choice Hotels common stock. The filing classifies it as a grant, award, or other acquisition, reflecting equity compensation rather than an open‑market trade in CHH shares.

Is Gordon Smith’s CHH Form 4 transaction a stock purchase or sale?

The Form 4 does not show a market purchase or sale; it shows an acquisition via a grant of restricted stock. The transaction code is “A,” indicating a grant, award, or other acquisition at no stated purchase price.

How many CHH shares does Gordon Smith hold after this restricted stock grant?

After the reported grant, Gordon Smith directly holds 9,713.47 shares of Choice Hotels common stock. This total includes the newly granted 1,570 restricted shares, which will vest over time according to the schedule disclosed in the filing footnote.

What is the vesting schedule for Gordon Smith’s new CHH restricted stock?

The restricted stock will vest in three annual installments beginning on the first anniversary of the grant date. This means the 1,570-share award will become fully vested over three years, subject to the terms described in the Form 4 disclosure.

Did Gordon Smith pay a price per share for the CHH restricted stock grant?

The reported price per share is zero, reflecting that the 1,570 shares were granted as compensation. Restricted stock awards are typically provided by the company without a cash payment from the director, subject to vesting and service conditions.