Rebeca M Johnson - 13 Jun 2025 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Role
Director
Signature
/s/ Rebeca M Johnson
Issuer symbol
BHR
Transactions as of
13 Jun 2025
Net transactions value
$0
Form type
4
Filing time
17 Jun 2025, 21:46:04 UTC
Previous filing
17 May 2024
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Johnson Rebeca M Director 14185 DALLAS PARKWAY, SUITE 1200, DALLAS /s/ Rebeca M Johnson 17 Jun 2025 0001310931

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BHR Common Stock Award $0 +14,925 +100% $0.000000 29,850 13 Jun 2025 Direct F1

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 -14,925 -50% $0.000000 14,925 13 Jun 2025 Common Stock 14,925 Direct F1, F2, F3
* 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 ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"), are convertible into Common Partnership Units at the option of the Reporting Person. Common Partnership 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.
F3 Neither the Common Partnership Unites nor vested LTIP Units have an expiration date.