Form 4: Stockton Richard J reports purchase transactions in BHR

Rhea-AI Filing Summary

Stockton Richard J reported open-market purchase transactions in a Form 4 filing for BHR. The filing lists transactions totaling 8,002 shares at a weighted average price of $15.71 per share. Following the reported transactions, holdings were 13,898 shares.

Insider Trade Summary

Net Buyer: 8,002 shares ($125,733)

Net Buy 4 txns

Insider Stockton Richard J

Role CEO and President

Bought 8,002 shs ($126K)

Type	Security	Shares	Price	Value
Purchase	Series B Preferred Stock	5,748	$15.60	$90K
Purchase	Series B Preferred Stock	2,254	$16.00	$36K
holding	Performance Stock Units (2023)	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Series B Preferred Stock — 13,898 shares (Indirect, By RJS Living Trust); Performance Stock Units (2023) — 176,295 shares (Direct); Common Stock — 1,172,083 shares (Direct)

Footnotes (1)

1. The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were purchased in multiple transactions at prices ranging from $14.99 to $15.98. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Stockton Richard J

(Last) (First) (Middle)

14185 DALLAS PARKWAY

SUITE 1200

(Street)

DALLAS TX 75254

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc. [ BHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Series B Preferred Stock	08/27/2025		P		5,748	A	$15.6(1)	13,898	I	By RJS Living Trust
Series B Preferred Stock	08/27/2025		P		2,254	A	$16	16,152	I	By RJS Living Trust
Common Stock								1,172,083	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Performance Stock Units (2023)(2)	$0.00(2)							12/31/2025	12/31/2025	Common Stock	176,295(3)		176,295(3)	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were purchased in multiple transactions at prices ranging from $14.99 to $15.98. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. 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.

3. 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.

	/s/ Richard J. Stockton	08/28/2025
	** 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.

FAQ

What insider transactions did BHR CEO Richard Stockton report on this Form 4?

Richard Stockton reported indirect purchases of Braemar Series B preferred stock. Through the RJS Living Trust, he bought 5,748 shares at a weighted average $15.60 and 2,254 shares at $16.00 on August 27, 2025, increasing the trust’s preferred share holdings.

How many Braemar (BHR) Series B preferred shares does the RJS Living Trust hold after the purchases?

The RJS Living Trust holds two reported Series B preferred positions. After the August 27, 2025 transactions, the trust beneficially owned 13,898 Series B preferred shares in one line and 16,152 shares in another, all reported as indirect ownership for Richard Stockton.

What common stock holdings did BHR’s CEO report on this Form 4 filing?

Richard Stockton reported direct ownership of Braemar common stock. The Form 4 shows he directly held 1,172,083 shares of Braemar Hotels & Resorts common stock, separate from the indirect Series B preferred holdings held through the RJS Living Trust.

What are the key terms of Richard Stockton’s 2023 performance stock units at Braemar (BHR)?

The 2023 performance stock units represent performance-based equity awards. Stockton reported 176,295 target units, each potentially delivering up to two common shares. Actual shares issued can range from 0% to 200% of target, based on specified stockholder return metrics and continued service.

When do Richard Stockton’s 2023 performance stock units at Braemar vest?

The 2023 performance stock units generally vest on December 31, 2025. Vesting depends on achieving specified relative and total stockholder return goals and Stockton’s continued service through the vesting date, which then determines how many common shares are actually issued.

Are the Braemar (BHR) Series B preferred stock purchases made directly by Richard Stockton?

The reported Braemar Series B preferred stock purchases are indirect. The Form 4 shows the shares were acquired by the RJS Living Trust, with Stockton reporting beneficial ownership through this trust rather than direct personal ownership of those preferred shares.