Stockton Richard J 4

What Happened
Richard J. Stockton, President, CEO and a director of Braemar Hotels & Resorts (BHR), had 176,295 performance stock units (PSUs) disposed/forfeited back to the issuer on February 24, 2026. The Form 4 reports this as a "Disposition to the issuer (D)" of derivative awards; no per-share price or cash proceeds are reported (N/A). According to the filing, the PSUs were forfeited because certain performance criteria of the 2023 PSU award were not met, so no shares were issued.

Key Details

• Transaction date: 2026-02-24; Form 4 filed: 2026-02-26 (appears timely).
• Security type: Performance Stock Units (derivative), 176,295 units disposed/forfeited. Reported price/value: N/A (no cash proceeds).
• Shares owned after transaction: not specified in the filing.
• Filing code: Disposition to issuer (D) — reflects forfeiture/cancellation of awards rather than an open-market sale.
• Footnotes from filing:
  • F1: Each PSU could have entitled the holder to up to two (2) shares of common stock upon meeting performance-based vesting criteria.
  • F2: The 176,295 PSUs were forfeited because certain performance criteria of the 2023 PSU award were not met.

Context
This was a forfeiture of unvested/conditional equity tied to performance, not a market sale or purchase. Forfeitures remove potential future shares and do not generate proceeds for the insider; they are a routine outcome when performance goals aren’t achieved and do not by themselves indicate insider sentiment about the company’s stock.