Choice Hotels (CHH) CFO Oaksmith awarded 4,305 performance RSUs

Rhea-AI Filing Summary

Choice Hotels International senior vice president and chief financial officer Scott E. Oaksmith reported an equity award in the form of common stock. On February 20, 2026, he acquired 4,305 stock-settled restricted stock units based on company performance against pre-approved financial targets. These units vest on March 2, 2026, and his directly held common stock position after this award is 36,319 shares.

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

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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)
02/20/2026

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	02/20/2026		A		4,305(1)	A	$0	36,319	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. As a result of Company performance against pre-approved financial targets applicable to performance vested restricted stock units previously granted, as certified on February 20, 2026 for the period of January 1, 2023 through December 31, 2025, the reporting person acquired 4,305 stock-settled restricted stock units that vest on March 2, 2026.

	Sharon Houle Randall, Attorney In Fact	02/24/2026
	** 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).
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FAQ

What insider transaction did Choice Hotels (CHH) report for Scott E. Oaksmith?

Choice Hotels reported that CFO Scott E. Oaksmith acquired 4,305 stock-settled restricted stock units. The award was recorded on February 20, 2026 and reflects company performance against previously approved financial targets over the 2023–2025 period.

Was the February 2026 CHH insider award to Scott E. Oaksmith a market purchase?

No, the 4,305 units reported for Scott E. Oaksmith were a grant, not a market purchase. They are stock-settled restricted stock units earned under performance-vested criteria tied to financial targets, not shares bought on the open market.

What performance period applied to Scott E. Oaksmith’s restricted stock units at Choice Hotels (CHH)?

The award related to performance from January 1, 2023 through December 31, 2025. Company performance against pre-approved financial targets for that period was certified on February 20, 2026, triggering the grant of 4,305 stock-settled restricted stock units.

When do Scott E. Oaksmith’s newly acquired CHH restricted stock units vest?

The 4,305 stock-settled restricted stock units granted to Scott E. Oaksmith vest on March 2, 2026. Vesting means the units convert into shares according to the plan’s terms, following the company’s certification of performance results over the 2023–2025 period.

How many Choice Hotels (CHH) shares does Scott E. Oaksmith hold after this Form 4 transaction?

Following the reported acquisition, Scott E. Oaksmith directly holds 36,319 shares of Choice Hotels common stock. This total reflects his position immediately after the 4,305 performance-based, stock-settled restricted stock units were credited to him on February 20, 2026.

What does transaction code “A” mean in Scott E. Oaksmith’s Choice Hotels (CHH) Form 4?

Transaction code “A” indicates a grant, award, or other acquisition of securities. For Scott E. Oaksmith, it corresponds to 4,305 stock-settled restricted stock units earned based on performance, not a cash purchase of Choice Hotels shares in the market.