Director Bennett Monty J acquired 123,477 shares (SEC Form 4)
$BHR
Real Estate Investment Trusts
Real Estate
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc. [ BHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/24/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 445,764 | I | By Texas Yarrow 2021 PS | |||||||
| Common Stock | 14,152 | D | ||||||||
| Common Stock | 267 | I | By Spouse | |||||||
| Common Stock | 02/24/2026 | J(7) | 123,477 | A | (7) | 123,477(8) | I | By Ashford Financial Corporation | ||
| Series E Redeemable Preferred Stock | 44,444 | I | By MJB Investments, LP | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Performance LTIP Units (2023)(1) | $0.00(1) | 02/24/2026 | D(2) | 352,590 | 12/31/2025 | 12/31/2025 | Common Stock | 352,590 | (1) | 0 | I | By Texas Yarrow LLC - 2023 PS | |||
| Common Partnership Units(5) | $0.00(4) | (4) | (3) | Common Stock | 56,745(4) | 56,745(4)(5) | I | By Texas Yarrow 2021 PS | |||||||
| Common Partnership Units(5) | $0.00(4) | (4) | (3) | Common Stock | 454,310(4) | 454,310(4)(5) | I | By Texas Yarrow LLC - 2022 PS | |||||||
| Common Partnership Units(5) | $0.00(4) | 02/24/2026 | J(6) | 123,477.15 | (4) | (3) | Common Stock | 123,477.15 | (7) | 0 | I | By Ashford Financial Corporation | |||
| Common Partnership Units(5) | $0.00(4) | (4) | (3) | Common Stock | 3,200(4) | 3,200(4)(5) | I | By Spouse(5) | |||||||
| Explanation of Responses: |
| 1. Each performance LTIP Unit ("Performance LTIP Unit") award represented a special long-term incentive partnership unit ("LTIP Unit") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to performance-based vesting criteria. |
| 2. Represents 352,950 Performance LTIP Units that were forfeited due to certain performance criteria of the 2023 Performance LTIP Unit award not being met. |
| 3. 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. |
| 4. 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. |
| 5. 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 4 discussing the convertibility of the Common Partnership Units. |
| 6. Represents Common Partnership Units redeemed by the Issuer on February 24, 2026 for 123,477 shares of the Issuer's common stock. Such transaction is further reflected in Table I above (see also footnote 7). |
| 7. Represents shares of common stock issued by the Issuer in connection with the Issuer's redemption of 123,477.15 Common Partnership Units of the Subsidiary. Such Common Partnership Units were redeemable, at the option of the Issuer, for 123,477 shares of the Issuer's common stock on a one-for-one basis, while rounding down fractional Common Partnership Units. |
| 8. Reflects only the Reporting Person's pecuniary interest in the aggregate number of shares of common stock held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation. |
| /s/ Monty J. Bennett | 02/26/2026 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||