Richard J. Stockton - Jun 13, 2025 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Role: CEO and President, Director
Signature: /s/ Richard J. Stockton
Stock symbol: BHR
Transactions as of: Jun 13, 2025
Transactions value $: $0
Form type: 4
Date filed: 6/17/2025, 09:44 PM
Previous filing: Mar 6, 2025
Next filing: Aug 28, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Stockton Richard J	CEO and President, Director	14185 DALLAS PARKWAY, SUITE 1200, DALLAS	/s/ Richard J. Stockton	2025-06-17	0001688739

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BHR	Common Stock	Award	$0	+525K	+81.13%	$0.00	1.17M	Jun 13, 2025	Direct	F1
holding	BHR	Series B Preferred Stock						8.15K	Jun 13, 2025	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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	-525K	-100%	$0.00	0	Jun 13, 2025	Common Stock	525K		Direct	F1, F2, F3
holding	BHR	Performance Stock Units (2023)						176K	Jun 13, 2025	Common Stock	176K	$0.00	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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 (the "LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary (the "Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("Common Partnership Units") of the Subsidiary, were convertible into Common Partnership Units at the option of the Reporting Person.
F3	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) had an expiration date.
F4	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.
F5	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.