Choice Hotels (CHH) CMO awarded 4,124 performance-based RSUs in Form 4

Rhea-AI Filing Summary

Choice Hotels International reported that Chief Marketing Officer Noha Abdalla acquired 4,124 shares of common stock through a stock-based award. The award reflects company performance against pre-approved financial targets tied to performance-vested restricted stock units for the period from January 1, 2023 through December 31, 2025. These stock-settled restricted stock units are scheduled to vest on March 2, 2026. Following this grant, Abdalla directly owns 9,285 shares of Choice Hotels common stock.

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^*

Abdalla Noha

(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 Marketing 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		4,124(1)	A	$0	9,285	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 4,124 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.
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FAQ

What insider transaction did CHH’s Chief Marketing Officer report on this Form 4?

Choice Hotels’ Chief Marketing Officer, Noha Abdalla, reported acquiring 4,124 shares of common stock via a stock-settled restricted stock unit award. The award was triggered by company performance against pre-approved financial targets, rather than an open-market purchase.

How many Choice Hotels (CHH) shares does Noha Abdalla own after this award?

After the reported award, Noha Abdalla directly owns 9,285 shares of Choice Hotels common stock. This total reflects the addition of 4,124 stock-settled restricted stock units credited based on performance over the 2023–2025 measurement period.

What performance period was used for the CHH stock-settled restricted stock units granted to Abdalla?

The stock-settled restricted stock units granted to Noha Abdalla were based on company performance from January 1, 2023 through December 31, 2025. Performance against pre-approved financial targets during this three-year window determined the 4,124-unit award.

When do Noha Abdalla’s new Choice Hotels restricted stock units vest?

The 4,124 stock-settled restricted stock units awarded to Noha Abdalla are scheduled to vest on March 2, 2026. Vesting converts these units into shares, completing the performance-based equity compensation reflected in the Form 4 filing.

Was cash paid for the 4,124 Choice Hotels shares reported on this Form 4?

No cash was paid for these shares; the transaction price per share is listed as 0.0000. The 4,124 shares arise from a grant of stock-settled restricted stock units tied to Choice Hotels’ performance against pre-approved financial targets.

Is the CHH Form 4 transaction a buy or a performance-based equity award?

The Form 4 transaction is a performance-based equity award, not an open-market buy. It is coded as a grant or award acquisition, reflecting stock-settled restricted stock units earned under pre-approved financial targets for the 2023–2025 period.