Stockton Richard J 4
4 · Braemar Hotels & Resorts Inc. · Filed Jun 17, 2025
Insider Transaction Report
Form 4
Stockton Richard J
DirectorCEO and President
Transactions
- Disposition to Issuer
LTIP Units
2025-06-13−524,985→ 0 total→ Common Stock (524,985 underlying) - Award
Common Stock
2025-06-13+524,985→ 1,172,083 total
Holdings
- 8,150
Series B Preferred Stock
- 176,295
Performance Stock Units (2023)
Exercise: $0.00From: 2025-12-31Exp: 2025-12-31→ Common Stock (176,295 underlying)
Footnotes (5)
- [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.
- [F2]Represented special long-term incentive partnership units (the "LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary (the "Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units ("Common Partnership Units") of the Subsidiary, were convertible into Common Partnership Units at the option of the Reporting Person.
- [F3]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) had an expiration date.
- [F4]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.
- [F5]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.