Braemar (BHR) CFO Eubanks forfeits 88,747 performance stock units

Rhea-AI Filing Summary

Braemar Hotels & Resorts’ CFO and Treasurer Deric S. Eubanks reported the disposition of 88,747 Performance Stock Units (2023) back to the company. These units were forfeited because certain performance criteria for the 2023 performance award were not met, so no value was realized.

Each performance stock unit had represented the right, upon achieving specified performance-based vesting criteria, to receive up to two shares of Braemar’s common stock. After this filing, Eubanks continues to hold 201,197 Common Partnership Units and 289,999 shares of common stock directly, plus 533 shares held indirectly through his spouse’s IRA.

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

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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^*

Eubanks Deric S

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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
Common Stock								289,999	D
Common Stock								533	I	By spouse's IRA

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)(1)	$0.00(1)	02/24/2026		D(2)			88,747	12/31/2025	12/31/2025	Common Stock	88,747	(1)	0	D
Common Partnership Units(3)	$0.00(4)							(4)	(5)	Common Stock	201,197(4)		201,197(3)	D

Explanation of Responses:

1. 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.

2. Represents 88,747 Performance Stock Units that were forfeited due to certain performance criteria of the 2023 Performance Stock Unit award not being met

3. 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).

4. 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.

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.

	/s/ Deric S. Eubanks	02/26/2026
	** 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).
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FAQ

What insider transaction did BHR CFO Deric Eubanks report on this Form 4?

Deric Eubanks reported the forfeiture and disposition to the issuer of 88,747 Performance Stock Units (2023). The units were cancelled because specified performance criteria tied to the 2023 award were not achieved, so he did not receive any shares or cash from this forfeiture.

Why were 88,747 Braemar Hotels (BHR) Performance Stock Units forfeited?

The 88,747 Performance Stock Units were forfeited because certain performance criteria for the 2023 Performance Stock Unit award were not met. These units only converted into common stock if performance-based vesting conditions were achieved, so they were cancelled when those conditions were not satisfied.

What did each 2023 Performance Stock Unit at Braemar (BHR) represent?

Each 2023 Performance Stock Unit represented the right, upon achievement of specified performance-based vesting criteria, to receive up to two shares of Braemar’s common stock. Without satisfying those performance conditions, the units do not convert to stock and can be forfeited, as disclosed here.

How many Braemar (BHR) Common Partnership Units does Deric Eubanks hold after this filing?

After the reported transactions, Deric Eubanks holds an aggregate 201,197 Common Partnership Units directly or indirectly. These Common Partnership Units are limited partnership interests in a subsidiary and are separately from his direct common stock holdings reported in the same Form 4 filing.

What are Braemar (BHR) Common Partnership Units and how can they be redeemed?

Common Partnership Units are common limited partnership units of a Braemar subsidiary. They are redeemable for cash or, at Braemar’s option, redeemable for shares of Braemar common stock on a 1-for-1 basis. Neither the Common Partnership Units nor vested LTIP Units have an expiration date.

What Braemar Hotels (BHR) common stock does Deric Eubanks own after the Form 4 event?

Following the reported transactions, Deric Eubanks directly owns 289,999 shares of Braemar common stock. In addition, 533 shares of Braemar common stock are held indirectly through his spouse’s IRA, as noted in the ownership information included with the Form 4 filing.