Sec Form 5 Filing - BAINUM ROBERTA @ CHOICE HOTELS INTERNATIONAL INC /DE - 2023-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BAINUM ROBERTA 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8171 MAPLE LAWN BLVD, SUITE 375 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2023 (Street) FULTON, MD20759 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/31/2023 J V 170,141 D $ 0 229,859 I See Footnote ( 1 ) Common Stock 08/31/2023 J V 170,141 A $ 0 2,162,449 I See Footnote ( 2 ) Common Stock 95,722 I See Footnote ( 3 ) Common Stock 975,497 I See Footnote ( 4 ) Common Stock 5,000 I See Footnote ( 5 ) Common Stock 9,850 I See Footnote ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAINUM ROBERTA 8171 MAPLE LAWN BLVD SUITE 375 FULTON, MD20759 X Signatures Christine A. Shreve, Attorney-in-fact 01/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares owned by a Grantor Retained Annuity trust for the benefit of Ms. Bainum and her descendants. Shares were distributed to the Roberta Bainum. ( 2 )Shares owned by the Roberta Bainum Declaration of Trust ("Roberta Bainum Trust") for which Ms. Bainum is the sole trustee and current beneficiary. Shares were distributed from a Grantor Retained Annuity Trust to Ms. Bainum and contributed to the Roberta Bainum Trust. ( 3 )The proportionate interest of the Roberta Bainum Trust in shares (910,330) owned by Mid Pines Associates, L.P. ("Mid Pines") an entity in which the Roberta Bainum Trust has shared voting authority. ( 4 )The proportionate interest of the Roberta Bainum Trust in shares (6,821,574) owned by White Oak Enterprises, Inc. (f/k/a Realty Investment Company, Inc.) ("White Oak Enterprises"), an investment company in which Ms. Bainum is a noncontrolling shareholder and shares voting authority. White Oak Enterprises owns Choice stock as well as other assets. ( 5 )The proportionate interest of Ms. Bainum and the Roberta Bainum Trust, in shares owned by Sweetwater Holdings, LLC ("Sweetwater") a family investment entity in which Ms. Bainum shares voting authority. ( 6 )The proportionate interest in shares owned by White Oak Enterprises (6,821,574) of an individual trust for the benefit of Ms. Bainum's adult son for which Ms. Bainum is the trustee. Beneficial ownership is disclaimed.

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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