Choice Hotels (CHH) executive logs stock grant and tax share disposition

Rhea-AI Filing Summary

Choice Hotels International executive Anna Scozzafava reported two equity transactions in company common stock. On February 26, 2026, she acquired 1,254 shares at $0.00 per share in a grant or award, bringing her direct holdings to 6,460 shares.

On February 25, 2026, 506 shares were disposed of at $107.43 per share to cover tax liabilities through share delivery, leaving 5,206 shares directly owned after that transaction. A related footnote states that restricted stock units vest in four equal annual installments beginning on March 2, 2027.

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^*

Scozzafava Anna

(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 Strategy Ofc & SVP, Tech

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		F		506	D	$107.43	5,206	D
Common Stock	02/26/2026		A(1)		1,254	A	$0	6,460	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 units vest in four equal annual installments beginning on March 2, 2027.

	Sharon Houle Randall, Attorney In Fact	02/27/2026
	** 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 transactions did Anna Scozzafava report at CHH?

Anna Scozzafava reported a grant of 1,254 shares of Choice Hotels common stock and a tax-related disposition of 506 shares. These transactions adjusted her direct ownership levels without indicating an open-market purchase or sale decision.

How many Choice Hotels (CHH) shares did the executive acquire in the grant?

She acquired 1,254 shares through a grant or award at an effective price of $0.00 per share. This type of transaction typically reflects equity-based compensation rather than a cash purchase in the open market.

Why were 506 CHH shares disposed of by the reporting person?

The 506 shares were disposed of at $107.43 per share to satisfy tax liabilities by delivering shares. This “F” code transaction represents tax withholding and not a discretionary sale into the open market.

What is Anna Scozzafava’s CHH share ownership after these transactions?

After the tax-withholding disposition, Anna Scozzafava directly owned 5,206 shares of Choice Hotels common stock. Following the subsequent grant, her direct holdings increased to 6,460 shares, reflecting the additional shares received through equity compensation.

How do the restricted stock units for CHH vest for this executive?

A footnote explains that restricted stock units vest in four equal annual installments beginning on March 2, 2027. This creates a multi-year equity vesting schedule that gradually delivers shares over time as service-based conditions are met.

Does this CHH Form 4 show open-market buying or selling by the executive?

The filing shows an equity grant and a tax-withholding share disposition, not open-market buying or selling. Both transactions relate to equity compensation and associated tax obligations rather than discretionary trading in Choice Hotels shares.