Braemar Hotels & Resorts Inc.·4

Feb 26, 6:30 PM ET

Eubanks Deric S 4

4 · Braemar Hotels & Resorts Inc. · Filed Feb 26, 2026

Research Summary

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Braemar Hotels (BHR) CFO Deric Eubanks Forfeits 88,747 PSUs

What Happened
Deric S. Eubanks, CFO and Treasurer of Braemar Hotels & Resorts, reported a disposition to the issuer on 2026-02-24: 88,747 performance stock units (PSUs) were forfeited because specified performance-based vesting criteria were not met. The filing lists the transaction as a derivative disposition (code D); no per-share price or cash proceeds are reported.

Key Details

  • Transaction date: 2026-02-24; Form 4 filed: 2026-02-26 (timely).
  • Transaction type/code: Disposition to issuer — derivative (D).
  • Units forfeited: 88,747 Performance Stock Units (PSUs).
  • Price/Proceeds: N/A — this was a forfeiture, not a sale.
  • Potential share impact: Each PSU could have converted into up to 2 shares under the award terms, so these PSUs could have represented up to 177,494 shares if fully earned (see footnote).
  • Shares owned after transaction: Not specified in this Form 4; see footnote re Common Partnership Units holdings.
  • Relevant footnotes: F1 — each PSU could convert to up to 2 shares if performance met; F2 — these 88,747 PSUs were forfeited for not meeting 2023 performance criteria; F3–F5 — discuss Common Partnership Units and LTIP Units convertibility/terms.

Context
This was a forfeiture of unvested performance awards due to unmet performance conditions — not an open-market sale or exercise. For retail investors, forfeitures reduce the number of potential future shares that might have been issued to insiders and do not represent insider buying or bearish selling intent.

Insider Transaction Report

Form 4
Period: 2026-02-24
Eubanks Deric S
CFO and Treasurer
Transactions
  • Disposition to Issuer

    Performance Stock Units (2023)

    [F1][F2]
    2026-02-2488,7470 total
    Exercise: $0.00From: 2025-12-31Exp: 2025-12-31Common Stock (88,747 underlying)
Holdings
  • Common Stock

    289,999
  • Common Stock

    (indirect: By Spouse)
    533
  • Common Partnership Units

    [F3][F4][F5]
    Exercise: $0.00Common Stock (201,197 underlying)
    201,197
Footnotes (5)
  • [F1]Each performance stock unit ("Performance Stock Unit") award represented the right, upon achievement of certain specified performance-based vesting criteria, to receive up to two (2) shares of the Issuer's common stock.
  • [F2]Represents 88,747 Performance Stock Units that were forfeited due to certain performance criteria of the 2023 Performance Stock Unit award not being met
  • [F3]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 special long-term incentive partnership units ("LTIP Units") by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 7 discussing the convertibility of the Common Partnership Units (as defined below).
  • [F4]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.
  • [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.
Signature
/s/ Deric S. Eubanks|2026-02-26

Documents

1 file
  • 4
    tm267365-3_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT