Braemar (BHR) Form 4: CEO purchases Series B preferred, large common sale

Rhea-AI Filing Summary

Richard J. Stockton, CEO and Director of Braemar Hotels & Resorts (BHR), reported multiple transactions on Form 4. On 08/27/2025 he purchased 5,748 Series B Preferred shares at a weighted average price of $15.60 (multiple trades between $14.99 and $15.98) and purchased 2,254 Series B Preferred shares at $16.00, held indirectly through the RJS Living Trust. The report also shows a direct disposition of 1,172,083 common shares. Stockton holds 176,295 target Performance Stock Units that may convert into common stock (0%–200% of target) if performance and service conditions are met, with a vesting date of 12/31/2025.

The Form 4 discloses ownership changes only and does not include commentary on rationale or cash amounts for the common stock disposition. Footnotes state the preferred purchase prices were across multiple trades and that PSUs convert based on specified relative and total stockholder returns.

Positive

• Acquired Series B Preferred shares (5,748 at a weighted average of $15.60 and 2,254 at $16.00), indicating reinvestment in issuer securities.
• Performance Stock Units (target 176,295) remain in place, providing management-aligned, performance-based equity incentives through 12/31/2025.

Negative

• Direct disposition of 1,172,083 common shares was reported with no sale price provided, a materially large sale in absolute share terms.
• Form 4 lacks context on rationale or sale pricing for the common stock disposition, limiting investor interpretation of intent.

Insights

Corporate Governance Expert

TL;DR: Insider made modest preferred purchases while directly disposing of a large block of common stock; PSUs remain outstanding with performance-based vesting.

The reported purchases of Series B Preferred shares, held indirectly, signal acquisition of preferred exposure rather than increased direct common-equity stake. The substantial direct disposition of 1,172,083 common shares is material in absolute terms and changes Stockton's liquid common holding position; the Form 4 does not state whether the disposition was part of a planned program or for liquidity reasons. The outstanding Performance Stock Units, with a target of 176,295 and a payout range of 0%–200%, create potential future dilution contingent on performance metrics and continued service through 12/31/2025.

Securities Analyst

TL;DR: Transactions mix preferred purchases at ~$15.60–$16.00 and a large common sale; net effect on voting/price exposure is ambiguous without price for the common sale.

The weighted-average preferred purchase price is disclosed and the filer offers to provide trade-level details on request. Preferred acquisitions may affect yield or liquidation preference exposure but do not directly increase common share voting exposure because they are held indirectly. The 1,172,083 common shares disposed is significant; however, the Form 4 lacks the sale price and context, preventing assessment of proceeds or timing rationale. Impact on capital structure depends on remaining common holdings and any subsequent filings.

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

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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^*

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.
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FAQ

What insider transactions did Richard J. Stockton report for BHR on 08/27/2025?

The Form 4 reports purchases of 5,748 Series B Preferred shares at a weighted average of $15.60, 2,254 Series B Preferred shares at $16.00, and a direct disposition of 1,172,083 common shares.

How are the purchased Series B Preferred shares held according to the filing?

The Series B Preferred purchases are reported as indirect ownership through the RJS Living Trust.

What performance-based awards does Stockton have that could become common stock?

He holds 176,295 target Performance Stock Units that may convert into common stock at 0%–200% of target depending on performance, vesting on 12/31/2025 assuming continued service.

Does the Form 4 disclose the sale price for the 1,172,083 common shares?

No. The filing shows the disposition quantity but does not disclose the sale price

Are the preferred purchase prices disclosed in the filing precise?

Yes; the filing lists a weighted average price of $15.60 for the 5,748 shares and notes trades ranged from $14.99 to $15.98; the 2,254 shares were at $16.00.