How significant is Gordon Smith’s CHH share award for investors?

The share award is relatively small at 13.44 shares and appears routine for director compensation. It modestly increases Gordon Smith’s direct holdings to 8,143.47 shares and does not, by itself, indicate a major shift in insider ownership dynamics.

Choice Hotels (CHH) director Gordon Smith gains additional shares via equity award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CHOICE HOTELS INTERNATIONAL INC /DE director Gordon Smith acquired additional company stock through a compensation-related share award. He received 13.44 shares of common stock at a weighted average price of $117.65 per share, bringing his directly held position to 8,143.47 shares after the transaction.

The filing notes that the price reflects a weighted average for multiple trades within a range of $117.43 to $117.80 per share. This is a small, routine equity award that modestly increases Smith’s direct ownership stake in Choice Hotels.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Smith Gordon

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	13.44	$117.65	$2K

Holdings After Transaction: Common Stock — 8,143.47 shares (Direct)

Footnotes (1)

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Key Figures

Shares acquired: 13.44 shares Weighted average price: $117.65 per share Price range: $117.43–$117.80 per share +2 more

5 metrics

Shares acquired 13.44 shares Director equity grant on 2026-04-15

Weighted average price $117.65 per share Price for acquired common stock

Price range $117.43–$117.80 per share Range of prices for multiple transactions

Shares owned after transaction 8,143.47 shares Director’s direct holdings following award

Transaction code A (grant, award, or other acquisition) Indicates compensation-related acquisition

Key Terms

Grant, award, or other acquisition, weighted average price, Common Stock, direct ownership

4 terms

Grant, award, or other acquisition financial

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

weighted average price financial

"Weighted average price, as these shares were purchased in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

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.

direct ownership financial

"ownership_type: "direct" and ownership_code: "D""

Form 4 Insider Transactions: What Each Field Means →

04/16/2026 - 02:16 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^*

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)
04/15/2026

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	04/15/2026		A		13.44	A	$117.65⁽¹⁾	8,143.47	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)
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. Weighted average price, as these shares were purchased in multiple transactions at prices ranging from $117.43 to $117.80, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

	Sharon Houle Randall, Attorney In Fact	04/16/2026
	** 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 insider transaction did CHH director Gordon Smith report?

Gordon Smith reported acquiring 13.44 shares of Choice Hotels common stock. The transaction is classified as a grant or award, meaning it is compensation-related rather than an open-market purchase, and slightly increases his direct ownership stake in the company.

At what price were Gordon Smith’s new CHH shares acquired?

The shares were acquired at a weighted average price of $117.65 per share. The filing explains this average reflects multiple trades executed in a range between $117.43 and $117.80 per share during the transaction date.

How many CHH shares does Gordon Smith own after this transaction?

After the reported transaction, Gordon Smith directly holds 8,143.47 shares of Choice Hotels common stock. This figure includes the newly acquired 13.44 shares from the compensation-related grant or award described in the Form 4 filing.

Was Gordon Smith’s CHH transaction an open-market buy or a grant?

The transaction is coded as a grant, award, or other acquisition rather than an open-market purchase. While a weighted average price range is disclosed, the Form 4 classifies the event as a compensation-related share award to the director.