| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BHR | Common Stock | 290K | Feb 26, 2025 | Direct | ||||||
| holding | BHR | Common Stock | 533 | Feb 26, 2025 | By spouse's IRA |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BHR | Performance LTIP Units (2022) | Disposed to Issuer | -26.3K | -13% | 176K | Feb 26, 2025 | Common Stock | 176K | $0.00 | Direct | F3, F4, F5 | ||
| transaction | BHR | Performance LTIP Units (2022) | Options Exercise | -176K | -100% | 0 | Feb 26, 2025 | Common Stock | 0 | $0.00 | Direct | F3 | ||
| transaction | BHR | Common Partnership Units | Options Exercise | $0 | +176K | $0.00 | 176K | Feb 26, 2025 | Common Stock | 176K | $0.00 | Direct | F6, F7, F9 | |
| transaction | BHR | Common Partnership Units | Award | $0 | +25.5K | +14.52% | $0.00 | 201K | Feb 26, 2025 | Common Stock | 25.5K | $0.00 | Direct | F6, F7, F8, F9 |
| holding | BHR | Performance Stock Units (2023) | 88.7K | Feb 26, 2025 | Common Stock | 88.7K | $0.00 | Direct | F1, F2 |
| Id | Content |
|---|---|
| F1 | Each performance stock unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock. |
| F2 | Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the target number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2025 (with respect to the 2023 grant). |
| F3 | Each performance LTIP unit ("Performance LTIP Unit") award represents a special long-term incentive partnership unit ("LTIP Unit"), in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary, subject to specified performance-based vesting criteria. |
| F4 | Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 200% of the target number of Performance LTIP Units, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units, will generally vest on December 31, 2024. Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("Common Units"), are convertible into Common Units at the option of the Reporting Person. Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis. |
| F5 | Represents 26,250 Performance LTIP Units that were forfeited due to certain performance criteria of the 2022 Performance Stock Unit award not being met. |
| F6 | Reflects the aggregate number of Common Partnership Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 7 discussing the convertibility of the Common Partnership Units. |
| F7 | Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"). Common Partnership Units are redeemable for cash or, at the option of the Issuer, redeemable for shares of the Issuer's common stock on a 1-for-1 basis. |
| F8 | Represents dividend equivalent rights that accrued on a Performance LTIP Unit award pursuant to the dividend reinvestment feature of the award. |
| F9 | Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date. |