Monty J. Bennett - 26 Feb 2025 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Footnote F1

Each performance LTIP Unit ("Performance LTIP Unit") award represents a special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to performance-based vesting criteria.

Footnote F2

Represents the maximum number of LTIP Units that may vest pursuant to the 2022 and 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, 2024 (with respect to the 2022 Performance LTIP Units) and December 31, 2025 (with respect to the 2023 Performance LTIP Units). See Footnote 4 discussing the convertibility of vested LTIP Units.

Footnote F3

Represents 59,275 Performance LTIP Units that were forfeited due to certain performance criteria of the 2022 Performance Stock Unit award not being met.

Footnote F4

Represents LTIP Units in the Subsidiary. Vested LTIP Units, upon achieving parity with the Common Partnership Units (as defined below) are redeemable for Common Partnership Units at the option of the Reporting Person. See Footnote 9 discussing redemption of Common Partnership Units.

Footnote F5

Represents dividend equivalent rights that accrued on a Performance LTIP Unit award pursuant to the dividend reinvestment feature of the award.

Footnote F6

The LTIP Units reported herein vest and are convertible in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 4 discussing the convertibility of vested LTIP Units.

Footnote F7

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.

Footnote F8

Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 6 discussing convertibility of LTIP Units and Footnote 9 discussing convertibility of Common Partnership Units.

Footnote F9

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.

Footnote F10

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 9 discussing the convertibility of the Common Partnership Units.

Footnote F11

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.