| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Bennett Monty J | Director | 14185 DALLAS PARKWAY, SUITE 1200, DALLAS | /s/ Monty J. Bennett | 2025-06-17 | 0001260654 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BHR | Common Stock | Award | $0 | +735K | $0.00 | 735K | Jun 13, 2025 | By Texas Yarrow 2021 PS | F1 | |
| transaction | BHR | Common Stock | Tax liability | -$720K | -289K | -39.35% | $2.49 | 446K | Jun 13, 2025 | By Texas Yarrow 2021 PS | F9, F10 |
| holding | BHR | Common Stock | 14.2K | Jun 13, 2025 | Direct | ||||||
| holding | BHR | Common Stock | 267 | Jun 13, 2025 | By Spouse | ||||||
| holding | BHR | Series E Redeemable Preferred Stock | 44.4K | Jun 13, 2025 | By MJB Investments, LP |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BHR | LTIP Units | Disposed to Issuer | $0 | -735K | -100% | $0.00 | 0 | Jun 13, 2025 | Common Stock | 735K | By Texas Yarrow 2021 PS | F1, F2, F5 | |
| holding | BHR | Performance LTIP Units (2023) | 353K | Jun 13, 2025 | Common Stock | 353K | $0.00 | By Texas Yarrow LLC - 2023 PS | F3, F4 | |||||
| holding | BHR | Common Partnership Units | 56.7K | Jun 13, 2025 | Common Stock | 56.7K | $0.00 | By Texas Yarrow 2021 PS | F5, F6, F7, F8 | |||||
| holding | BHR | Common Partnership Units | 454K | Jun 13, 2025 | Common Stock | 454K | $0.00 | By Texas Yarrow LLC - 2022 PS | F5, F6, F7, F8 | |||||
| holding | BHR | Common Partnership Units | 123K | Jun 13, 2025 | Common Stock | 123K | $0.00 | By Ashford Financial Corporation | F5, F6, F7, F8 | |||||
| holding | BHR | Common Partnership Units | 3.2K | Jun 13, 2025 | Common Stock | 3.2K | $0.00 | By Spouse | F5, F6, F7, F8 |
| Id | Content |
|---|---|
| F1 | On June 13, 2025, the Reporting Person entered into an Exchange Agreement (the "Exchange Agreement") with the Issuer pursuant to which the Reporting Person exchanged a number of vested LTIP Units (as defined below) for an equal number of shares of common stock in a Rule 16b-3 exempt transaction. No other consideration was involved in connection with the Exchange Agreement. |
| F2 | Represented special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) were redeemable for Common Partnership Units at the option of the Reporting Person. See Footnote 8 discussing redemption of Common Partnership Units. |
| F3 | Each performance LTIP Unit ("Performance LTIP Unit") award represents a LTIP Unit in the Subsidiary, subject to performance-based vesting criteria. |
| F4 | Represents the maximum number of LTIP Units that may vest pursuant to the 2023 awards 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 performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, December 31, 2025. See Footnote 2 discussing the convertibility of vested LTIP Units. |
| F5 | 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. |
| F6 | 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. |
| F7 | 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 8 discussing the convertibility of the Common Partnership Units. |
| F8 | The Common Partnership Units reflected as beneficially owned indirectly through Ashford Financial Corporation reflect only the Reporting Person's pecuniary interest in all Common Partnership Units owned by such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer or the Subsidiary owned directly by such entity. |
| F9 | Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the vesting of restricted stock held by the Reporting Person. |
| F10 | Represents the closing price of the common stock on June 12, 2025, the last trading day before the date of forfeiture. |