Stefani D. Carter - 18 Jun 2025 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Role
Director
Signature
/s/ Stefani D. Carter
Issuer symbol
BHR
Transactions as of
18 Jun 2025
Net transactions value
$0
Form type
4
Filing time
20 Jun 2025, 12:17:30 UTC
Previous filing
15 Nov 2024
Next filing
18 Nov 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Carter Stefani D Director 14185 DALLAS PARKWAY, SUITE 1200, DALLAS /s/ Stefani D. Carter 20 Jun 2025 0001591372

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BHR Common Stock Award $0 +3,489 +5.9% $0.000000 62,833 18 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 -3,489 -100% $0.000000 0 18 Jun 2025 Common Stock 3,489 Direct F1, F2, F3
holding BHR Common Partnership Units 38,002 18 Jun 2025 Common Stock $0.000000 Direct F3, 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 ("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"), were convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 4 discussing the convertibility of Common Partnership Units.
F3 Neither the Common Partnership Units nor vested LTIP Units have an expiration date.
F4 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.
F5 Reflects the aggregate number of Common Partnership Units currently held directly or indirectly, as noted, by the Reporting Person. See Footnote 4 discussing the convertibility of the Common Partnership Units.