Braemar Hotels (NYSE: BHR) CEO forfeits 176,295 performance units

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Form Type

Rhea-AI Filing Summary

Stockton Richard J reported disposition transactions in this Form 4 filing.

Braemar Hotels & Resorts CEO and President Richard J. Stockton reported the forfeiture of 176,295 Performance Stock Units (2023) back to the company. The filing states these units were forfeited because certain performance criteria for the 2023 award were not met.

Each performance stock unit represented the right, upon achievement of specified performance-based vesting criteria, to receive up to two shares of common stock. Following these changes, Stockton reports direct ownership of 1,172,083 shares of common stock and indirect ownership of 16,152 shares of Series B Preferred Stock through the RJS Living Trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Stockton Richard J

Role CEO and President

Type	Security	Shares	Price	Value
Disposition	Performance Stock Units (2023)	176,295	$0.00	--
holding	Series B Preferred Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Stock Units (2023) — 0 shares (Direct); Series B Preferred Stock — 16,152 shares (Indirect, By RJS Living Trust); Common Stock — 1,172,083 shares (Direct)

Footnotes (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. Represents 176,295 Performance Stock Units that were forfeited due to certain performance criteria of the 2023 Performance Stock Unit award not being met.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/26/2026 - 06:27 PM

FAQ

What did Braemar Hotels (BHR) CEO Richard J. Stockton report in this Form 4?

Richard J. Stockton reported a disposition to the issuer of 176,295 Performance Stock Units from a 2023 award. The units were forfeited because specified performance-based vesting criteria were not met, reducing his derivative holdings but not involving an open-market sale.

Why were 176,295 Braemar Hotels (BHR) performance stock units forfeited?

The 176,295 Performance Stock Units were forfeited because certain performance criteria for the 2023 performance stock unit award were not met. These units would have settled in common stock only if performance-based vesting conditions were achieved, which did not occur for this portion.

How many Braemar Hotels (BHR) common shares does the CEO hold after this filing?

After the reported transactions, Richard J. Stockton holds 1,172,083 shares of Braemar Hotels & Resorts common stock directly. This number reflects his reported common stock ownership position as of the transaction date in the Form 4 filing.

What indirect Braemar Hotels (BHR) holdings are reported for the CEO?

The filing shows indirect ownership of 16,152 shares of Braemar’s Series B Preferred Stock held "By RJS Living Trust." This indicates these preferred shares are owned through a trust associated with Stockton rather than in his personal direct name.

Do the forfeited Braemar Hotels (BHR) units involve any sale of shares?

No sale is reported; the 176,295 Performance Stock Units were disposed of to the issuer as a forfeiture. The transaction reflects unvested performance-based awards not meeting criteria, rather than an open-market purchase or sale of Braemar common stock.

What did each Braemar Hotels (BHR) performance stock unit represent in this award?

Each Performance Stock Unit represented the right to receive up to two shares of Braemar common stock, but only upon achievement of specified performance-based vesting criteria. Because certain criteria were not met, 176,295 of these units were forfeited and did not convert into shares.

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

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock								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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units (2023)⁽¹⁾	$0.00⁽¹⁾	02/24/2026		D⁽²⁾			176,295	12/31/2025	12/31/2025	Common Stock	176,295	⁽¹⁾	0	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 176,295 Performance Stock Units that were forfeited due to certain performance criteria of the 2023 Performance Stock Unit award not being met.

	/s/ Richard J. Stockton	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).
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.

Source: View Original Filing on SEC EDGAR