4//SEC Filing
Bennett Monty J 4
Accession 0001104659-25-060388
CIK 0001574085other
Filed
Jun 16, 8:00 PM ET
Accepted
Jun 17, 9:42 PM ET
Size
22.2 KB
Accession
0001104659-25-060388
Insider Transaction Report
Form 4
BENNETT MONTGOMERY J
DirectorChief Executive Officer
Transactions
- Tax Payment
Common Stock
2025-06-13$2.49/sh−289,215$720,145→ 445,764 total(indirect: By Texas Yarrow 2021 PS) - Disposition to Issuer
LTIP Units
2025-06-13−734,979→ 0 total(indirect: By Texas Yarrow 2021 PS)→ Common Stock (734,979 underlying) - Award
Common Stock
2025-06-13+734,979→ 734,979 total(indirect: By Texas Yarrow 2021 PS)
Holdings
- 44,444(indirect: By MJB Investments, LP)
Series E Redeemable Preferred Stock
- 56,745(indirect: By Texas Yarrow 2021 PS)
Common Partnership Units
Exercise: $0.00→ Common Stock (56,745 underlying) - 3,200(indirect: By Spouse)
Common Partnership Units
Exercise: $0.00→ Common Stock (3,200 underlying) - 123,477.15(indirect: By Ashford Financial Corporation)
Common Partnership Units
Exercise: $0.00→ Common Stock (123,477.15 underlying) - 267(indirect: By Spouse)
Common Stock
- 14,152
Common Stock
- 352,590(indirect: By LLC)
Performance LTIP Units (2023)
Exercise: $0.00From: 2025-12-31Exp: 2025-12-31→ Common Stock (352,590 underlying) - 454,310(indirect: By LLC)
Common Partnership Units
Exercise: $0.00→ Common Stock (454,310 underlying)
Footnotes (10)
- [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.
- [F10]Represents the closing price of the common stock on June 12, 2025, the last trading day before the date of forfeiture.
- [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.
- [F3]Each performance LTIP Unit ("Performance LTIP Unit") award represents a LTIP Unit in the Subsidiary, subject to performance-based vesting criteria.
- [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.
- [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.
- [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.
- [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.
- [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.
- [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.
Documents
Issuer
Braemar Hotels & Resorts Inc.
CIK 0001574085
Entity typeother
Related Parties
1- filerCIK 0001260654
Filing Metadata
- Form type
- 4
- Filed
- Jun 16, 8:00 PM ET
- Accepted
- Jun 17, 9:42 PM ET
- Size
- 22.2 KB