Stockton Richard J 4

Accession 0001104659-25-019203

CIK 0001574085other

View on SEC.gov Company Profile

Filed

Feb 27, 7:00 PM ET

Accepted

Feb 28, 4:44 PM ET

Size

20.3 KB

Accession

0001104659-25-019203

Insider Transaction Report

Form 4

Period: 2025-02-26

Braemar Hotels & Resorts Inc.BHR

Stockton Richard J

DirectorCEO and President

Transactions

Exercise/Conversion
Common Partnership Units
2025-02-26+363,984→ 404,516 total
Exercise: $0.00→ Common Stock (363,984 underlying)
Exercise/Conversion
Performance LTIP Units (2022)
2025-02-26−363,984→ 0 total
Exercise: $0.00From: 2024-12-31Exp: 2024-12-31→ Common Stock (0 underlying)
Award
Common Partnership Units
2025-02-26+52,867→ 457,383 total
Exercise: $0.00→ Common Stock (52,867 underlying)
Disposition to Issuer
Performance LTIP Units (2022)
2025-02-26−54,388→ 363,984 total
Exercise: $0.00From: 2024-12-31Exp: 2024-12-31→ Common Stock (363,984 underlying)

Holdings

Common Stock
189,715
LTIP Units
Exercise: $0.00→ Common Stock (524,985 underlying)
524,985
Performance Stock Units (2023)
Exercise: $0.00From: 2025-12-31Exp: 2025-12-31→ Common Stock (176,295 underlying)
176,295
Series B Preferred Stock
8,150

Footnotes (11)

[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.
[F10]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.
[F11]Represents dividend equivalent rights that accrued on a Performance LTIP Unit award pursuant to the dividend reinvestment feature of the award.
[F2]Represents the maximum number of LTIP Units that may vest pursuant to the 2021 and 2022 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, the Performance LTIP Units will generally vest on December 31, 2024 (with respect to the 2022 grant). See Footnote 4 discussing the convertibility of vested LTIP Units.
[F3]Represents 54,388 Performance LTIP Units that were forfeited due to certain performance criteria of the 2022 Performance Stock Unit award not being met.
[F4]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. "Common Partnership Units" are Common Limited Partnership Units of the Subsidiary and 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]The LTIP Units reported herein vest 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.
[F6]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.
[F7]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.
[F8]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.
[F9]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 10 discussing the convertibility of the Common Partnership Units.

Documents

1 file

4
tm257919-4_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

Braemar Hotels & Resorts Inc.

CIK 0001574085

→

Entity typeother

Related Parties

filerCIK 0001688739

Filing Metadata

Form type: 4
Filed: Feb 27, 7:00 PM ET
Accepted: Feb 28, 4:44 PM ET
Size: 20.3 KB

View on SEC.gov