Monty J. Bennett - 13 Jun 2025 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Reporting relationship: Director
Issuer ticker: BHR
Reported as of: 13 Jun 2025
Net transaction value: -$720,145
SEC form: 4
Accepted by SEC: 17 Jun 2025, 21:42:09 UTC
Prior SEC filing: 04 Mar 2025
Next SEC filing: 03 Sep 2025
Source filing: View source filing
Reporting owner signature: /s/ Monty J. Bennett

Key filing fact

Monty J. Bennett filed Form 4 for Braemar Hotels & Resorts Inc. (BHR) on 17 Jun 2025.

Key facts

This page summarizes Monty J. Bennett's Form 4 filing for Braemar Hotels & Resorts Inc. (BHR).
3 reported transactions and 6 derivative rows are listed below.
Accepted by SEC: 17 Jun 2025, 21:42.

Change

Previous filing in this sequence was filed on 04 Mar 2025.
Current net transaction value: -$720,145.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001260654 Primary reporting owner

Bennett Monty J

Relationship: Director
Address: 14185 DALLAS PARKWAY, SUITE 1200, DALLAS
Signature: /s/ Monty J. Bennett
Signature date: 17 Jun 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

BHR transaction

Common Stock

Award

Transaction value: $0
Shares: +734,979
Change %
Price: $0.000000
Shares after: 734,979
Date: 13 Jun 2025
Ownership: By Texas Yarrow 2021 PS
Footnotes: F1

BHR transaction

Common Stock

Tax liability

Transaction value: $720,145
Shares: -289,215
Change %: -39%
Price: $2.49
Shares after: 445,764
Date: 13 Jun 2025
Ownership: By Texas Yarrow 2021 PS
Footnotes: F9, F10

BHR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 14,152
Date: 13 Jun 2025
Ownership: Direct

BHR holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 267
Date: 13 Jun 2025
Ownership: By Spouse

BHR holding

Series E Redeemable Preferred Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 44,444
Date: 13 Jun 2025
Ownership: By MJB Investments, LP

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

BHR transaction Derivative

LTIP Units

Disposed to Issuer

Transaction value: $0
Shares: -734,979
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 13 Jun 2025
Ownership: By Texas Yarrow 2021 PS
Underlying class: Common Stock
Underlying amount: 734,979
Exercise price
Footnotes: F1, F2, F5

BHR holding Derivative

Performance LTIP Units (2023)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 352,590
Date: 13 Jun 2025
Ownership: By Texas Yarrow LLC - 2023 PS
Underlying class: Common Stock
Underlying amount: 352,590
Exercise price: $0.000000
Footnotes: F3, F4

BHR holding Derivative

Common Partnership Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 56,745
Date: 13 Jun 2025
Ownership: By Texas Yarrow 2021 PS
Underlying class: Common Stock
Underlying amount: 56,745
Exercise price: $0.000000
Footnotes: F5, F6, F7, F8

BHR holding Derivative

Common Partnership Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 454,310
Date: 13 Jun 2025
Ownership: By Texas Yarrow LLC - 2022 PS
Underlying class: Common Stock
Underlying amount: 454,310
Exercise price: $0.000000
Footnotes: F5, F6, F7, F8

BHR holding Derivative

Common Partnership Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 123,477
Date: 13 Jun 2025
Ownership: By Ashford Financial Corporation
Underlying class: Common Stock
Underlying amount: 123,477
Exercise price: $0.000000
Footnotes: F5, F6, F7, F8

BHR holding Derivative

Common Partnership Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 3,200
Date: 13 Jun 2025
Ownership: By Spouse
Underlying class: Common Stock
Underlying amount: 3,200
Exercise price: $0.000000
Footnotes: F5, F6, F7, F8

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 10 footnotes

Footnote 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.

Footnote 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.

Footnote F3

Each performance LTIP Unit ("Performance LTIP Unit") award represents a LTIP Unit in the Subsidiary, subject to performance-based vesting criteria.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F10

Represents the closing price of the common stock on June 12, 2025, the last trading day before the date of forfeiture.