Choice Hotels (NYSE: CHH) chair receives 3,242-share restricted stock grant

Rhea-AI Filing Summary

Choice Hotels International chairman Stewart Bainum Jr reported several equity changes in company common stock. On February 26, 2026, he received a grant of 3,242 restricted shares at $107.98 per share. According to the footnote, these restricted shares vest in three equal installments on the first, second, and third anniversaries of the grant date.

On March 2, 2026, an additional Form 4 entry classified as an “other acquisition or disposition” for 2,430 shares at a stated price of $0.00 adjusted his holdings between direct and indirect accounts. After this change, he directly holds 5,766 common shares.

The filing also lists 2,558,922 shares held indirectly, with ownership described in footnotes as interests through the Stewart Bainum Jr. Trust and its proportionate interest in shares owned by White Oak Legacy, Inc., an investment company where he is a noncontrolling shareholder and shares voting authority.

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^*

BAINUM STEWART JR

(Last) (First) (Middle)

8171 MAPLE LAWN BLVD

SUITE 375

(Street)

FULTON MD 20759

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/26/2026		A		3,242	A	$107.98	8,196	D(1)
Common Stock	03/02/2026		J	V	2,430	D	$0	5,766	D(1)
Common Stock	03/02/2026		J	V	2,430	A	$0	2,558,922	I	See Footnote(2)
Common Stock								468,207	I	See Footnote(3)

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. Represents grant of restricted stock, the vesting of which shall occur in three equal installments on the first, second and third anniversary of the grant date.

2. Shares owned by Stewart Bainum Jr. Declaration of Trust ("Stewart Bainum Jr. Trust") in which Mr. Bainum, Jr. is a trustee and sole current beneficiary.

3. The proportionate interest of the Stewart Bainum, Jr. Trust in shares (6,821,574) owned by White Oak Legacy, Inc. (White Oak Legacy") an investment company in which Mr. Bainum is a noncontrolling shareholder and shares voting authority. White Oak Legacy owns Choice stock as well as other assets.

	Patrick George	03/02/2026
	** 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 did Stewart Bainum Jr report in the latest CHH Form 4 filing?

The Form 4 for Choice Hotels (CHH) shows Stewart Bainum Jr receiving a 3,242-share restricted stock grant and recording related ownership adjustments affecting both direct and indirect holdings, without any reported open-market purchases or sales of company stock.

How many CHH shares were granted as restricted stock to Stewart Bainum Jr?

Stewart Bainum Jr was granted 3,242 shares of Choice Hotels (CHH) common stock as restricted stock at a stated price of $107.98 per share, classified as a grant or award acquisition rather than an open-market transaction.

When do Stewart Bainum Jr’s restricted CHH shares vest?

The 3,242 restricted shares of Choice Hotels (CHH) granted to Stewart Bainum Jr vest in three equal installments on the first, second, and third anniversaries of the grant date, according to the vesting schedule disclosed in the footnote.

What are Stewart Bainum Jr’s direct CHH share holdings after these transactions?

Following the reported transactions, Stewart Bainum Jr directly owns 5,766 shares of Choice Hotels (CHH) common stock. This figure reflects the grant of restricted stock and a subsequent “other” transaction that rebalanced his direct and indirect ownership positions.

How are Stewart Bainum Jr’s indirect CHH holdings structured in the Form 4?

The filing lists 2,558,922 Choice Hotels (CHH) shares as held indirectly through interests tied to the Stewart Bainum Jr. Trust and its proportionate interest in shares owned by White Oak Legacy, Inc., an investment company where he shares voting authority.

Did the CHH Form 4 show any open-market buying or selling by Stewart Bainum Jr?

No open-market buys or sells are reported in this Choice Hotels (CHH) Form 4. The transactions consist of a restricted stock grant and entries labeled as “other acquisition or disposition,” which adjust ownership but are not standard market trades.