Director Bennett Monty J was granted 734,979 shares and covered exercise/tax liability with 289,215 shares (SEC Form 4)
$BHR
Real Estate Investment Trusts
Real Estate
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc. [ BHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/13/2025 | A(1) | 734,979 | A | $0 | 734,979 | I | By Texas Yarrow 2021 PS | ||
| Common Stock | 06/13/2025 | F(9) | 289,215 | D | $2.49(10) | 445,764 | I | By Texas Yarrow 2021 PS | ||
| Common Stock | 14,152 | D | ||||||||
| Common Stock | 267 | I | By Spouse | |||||||
| Series E Redeemable Preferred Stock | 44,444 | I | By MJB Investments, LP | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LTIP Units(2) | (1) | 06/13/2025 | D(1) | 734,979 | (2) | (5) | Common Stock | 734,979 | $0 | 0 | I | By Texas Yarrow 2021 PS | |||
| Performance LTIP Units (2023)(3) | $0.00(3) | 12/31/2025 | 12/31/2025 | Common Stock | 352,590(4) | 352,590(4) | I | By Texas Yarrow LLC - 2023 PS | |||||||
| Common Partnership Units(7) | $0.00(6) | (8) | (5) | Common Stock | 56,745(6) | 56,745(7)(8) | I | By Texas Yarrow 2021 PS | |||||||
| Common Partnership Units(7) | $0.00(6) | (8) | (5) | Common Stock | 454,310(6) | 454,310(7)(8) | I | By Texas Yarrow LLC - 2022 PS | |||||||
| Common Partnership Units(7) | $0.00(6) | (8) | (5) | Common Stock | 123,477.15(6) | 123,477.15(7)(8) | I | By Ashford Financial Corporation(7) | |||||||
| Common Partnership Units(7) | $0.00(6) | (8) | (5) | Common Stock | 3,200(6) | 3,200(7)(8) | I | By Spouse(7) | |||||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. Each performance LTIP Unit ("Performance LTIP Unit") award represents a LTIP Unit in the Subsidiary, subject to performance-based vesting criteria. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. 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. |
| 8. 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. |
| 9. 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. |
| 10. Represents the closing price of the common stock on June 12, 2025, the last trading day before the date of forfeiture. |
| /s/ Monty J. Bennett | 06/17/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||