Choice Hotels (NYSE: CHH) director receives 1,570-share restricted stock grant

Rhea-AI Filing Summary

SHAMES ERVIN R reported acquisition or exercise transactions in this Form 4 filing.

CHOICE HOTELS INTERNATIONAL INC /DE director Ervin R. Shames received an equity award of 1,570 shares of common stock. The Form 4 shows this as a grant or award at a stated price of $0.00 per share, indicating a compensation-related stock grant rather than a market purchase.

Following this award, Shames directly owns 47,724.18 shares of Choice Hotels common stock. According to the footnote, the restricted stock will vest in three equal annual installments beginning on the first anniversary of the grant date, so the shares become fully available over time rather than all at once.

Insights

Equity compensation analyst

Director received routine time-vested stock grant, not an open-market buy.

The transaction is coded as an acquisition via grant, awarding 1,570 shares of restricted common stock at $0.00 per share. This is standard equity compensation rather than a discretionary purchase, so it carries limited signaling value about the director’s view of the stock.

The footnote states the restricted stock vests in three annual installments starting one year after the grant date, tying value to continued service. After the award, the director holds 47,724.18 shares directly, suggesting the grant is modest relative to his existing stake.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SHAMES ERVIN R

Role null

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

Holdings After Transaction: Common Stock — 47,724.18 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock grant: 1,570 shares Grant price: $0.00 per share Shares owned after grant: 47,724.18 shares +1 more

4 metrics

Restricted stock grant 1,570 shares Common stock award on May 21, 2026

Grant price $0.00 per share Equity compensation grant, non-market transaction

Shares owned after grant 47,724.18 shares Total direct CHH holdings following transaction

Vesting schedule 3 annual installments Restricted stock vests starting first anniversary of grant

Key Terms

Restricted stock, vesting, Form 4, grant or award

4 terms

Restricted stock financial

"Restricted stock will vest in three annual installments beginning on the first anniversary"

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.

vesting financial

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

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 regulatory

"The Form 4 shows this as a grant or award at a stated price"

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.

grant or award financial

"coded as an acquisition via grant, awarding 1,570 shares of restricted common stock"

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^*

SHAMES ERVIN R

(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	47,724.18	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 Ervin R. Shames report on this Form 4?

Ervin R. Shames reported receiving a grant of 1,570 shares of CHH common stock. The award is coded as a grant or other acquisition at $0.00 per share, indicating equity compensation rather than an open-market stock purchase.

How many CHH shares does Ervin R. Shames hold after this reported grant?

After the reported grant, Ervin R. Shames directly holds 47,724.18 shares of CHH common stock. This figure includes the 1,570-share restricted stock award disclosed in the Form 4 filing for the May 21, 2026 transaction date.

Is the 1,570-share CHH award to Ervin R. Shames immediately vested?

No, the 1,570-share award is restricted stock that vests over time. The footnote explains it will vest in three annual installments, beginning on the first anniversary of the grant date, linking full ownership to multi-year service.

Was the CHH Form 4 transaction a market purchase or a compensation grant?

The Form 4 transaction is a compensation grant, not a market purchase. It is coded as an acquisition by grant or award at $0.00 per share, consistent with restricted stock granted as part of director compensation rather than open-market buying.

What does the vesting schedule on Ervin R. Shames’s CHH restricted stock mean for investors?

The vesting schedule means the 1,570 restricted shares become available in stages over three years. Starting one year after the grant date, one-third vests annually, aligning the director’s long-term incentives with CHH’s ongoing performance and governance stability.