Insider purchase: CHH board member adds ~$160K in stock

Rhea-AI Filing Summary

Choice Hotels International, Inc. (CHH) – Form 4 filing

Director Gordon Smith reported the purchase of 1,214 CHH common shares on 07/03/2025 at a weighted-average price of $131.79 (multiple trades between $131.54 and $132.08). Following the acquisition, Smith’s direct beneficial ownership increased to 8,090.81 shares.

The filing shows an “A” (Acquired) transaction code, indicating an acquisition rather than a sale, and no derivative activity was reported. Smith is classified as a director and filed individually. No 10b5-1 plan was noted, suggesting the trade was discretionary.

• Transaction value: ≈ $160,000 (1,214 × $131.79)
• Ownership alignment: Director now holds roughly 8.1 k shares, modest but higher than before.
• Regulatory timing: Form submitted on 07/07/2025, within the two-day SEC deadline.

While the purchase is relatively small versus CHH’s market capitalization, insider buying by a board member is commonly viewed as a confidence signal and removes seller-concern overhang for this insider.

Positive

• Director Gordon Smith acquired 1,214 CHH shares at $131.79, increasing ownership to 8,090.81 shares.
• Transaction was coded “A” with no 10b5-1 plan, indicating discretionary insider confidence.

Negative

• Purchase size (~$160k) is relatively small compared with company capitalization, limiting market impact.

Insights

Securities Analyst

TL;DR: Director’s $160k open-market buy is a mildly bullish governance signal.

The acquisition of 1,214 CHH shares at $131.79 suggests the director perceives value at current levels. Although the purchase represents a fraction of CHH’s daily volume and market cap, it lifts the insider’s stake to 8,090.81 shares, aligning board interests with shareholders. No derivatives or 10b5-1 plan were disclosed, implying discretionary conviction. Given its size, the move is incrementally positive rather than thesis-changing.

Corporate Governance Expert

TL;DR: Fresh equity buy enhances board-shareholder alignment; limited materiality.

Insider purchases generally score well on governance metrics because they indicate personal financial commitment. Smith complied with prompt reporting and avoided plan-shielded transactions, increasing transparency. Nonetheless, the dollar amount is moderate, so the overall impact is positive but not transformative for governance risk assessments.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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	07/03/2025		A		1,214	A	$131.79(1)	8,090.81	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. Weighted average price, as these shares were purchased in multiple transactions at prices ranging from $131.54 to $132.08, 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 sold at each separate price within the range set forth in this footnote.

	Sharon Houle Randall, Attorney In Fact	07/07/2025
	** 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

Who bought Choice Hotels (CHH) shares?

Director Gordon Smith reported the purchase.

How many CHH shares were acquired?

A total of 1,214 common shares were acquired.

What price was paid for the shares?

The weighted-average purchase price was $131.79, with trades ranging $131.54–$132.08.

When did the insider transaction occur?

The trade date was 07/03/2025; the Form 4 was filed on 07/07/2025.

What is the insider’s ownership after the transaction?

Smith now beneficially owns 8,090.81 CHH shares directly.

Were any derivative securities involved?

No derivative transactions were reported in Table II.