Braemar Hotels & Resorts (BHR) Form 4 Braemar Hotels & Resorts / Richard J Stockton ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stockton Richard J

(Last) (First) (Middle)

14185 DALLAS PARKWAY

SUITE 1200

(Street)

DALLAS TX 75254

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc. [ BHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/04/2025		J(1)		457,383	A	(2)	647,098	D
Series B Preferred Stock								8,150	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Partnership Units(3)	$0.00(2)	03/04/2025		J(1)			457,383	(3)	(4)	Common Stock	0(2)	$0.00(2)	0(3)	D
LTIP Units(5)	$0.00(5)							(5)	(4)	Common Stock	524,985(5)		524,985(5)	D
Performance Stock Units (2023)(6)	$0.00(6)							12/31/2025	12/31/2025	Common Stock	176,295(7)		176,295(7)	D

Explanation of Responses:

1. On March 4, 2025, pursuant to a Notice of Exercise of Redemption Right (the "Redemption Notice"), the Reporting Person elected to redeem Common Limited Partnership Units ("Common Partnership Units") of Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary (the "Subsidiary"), and such redemption was settled in shares of the Issuer's common stock on a 1-for-1 basis at the election of the Issuer.

2. 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.

3. 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 special long-term incentive partnership units in the Subsidiary ("LTIP Units") by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 2 discussing the convertibility of the Common Partnership Units.

4. 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.

5. Represents LTIP Units in the Subsidiary. Vested LTIP Units, upon achieving parity with the Common Partnership Units, are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 2 discussing the convertibility of the Common Partnership Units.

6. 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.

7. 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.

	/s/ Richard J. Stockton	03/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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