Braemar (BHR) director logs LTIP forfeiture, OP units exchanged for stock

Rhea-AI Filing Summary

Braemar Hotels & Resorts director Monty J. Bennett reported mostly non-cash changes in indirect equity interests on February 24, 2026. A Texas Yarrow LLC vehicle forfeited 352,950 Performance LTIP Units (2023) after certain performance criteria for that award were not met, resulting in a disposition of those units back to the issuer’s operating partnership.

On the same date, the issuer redeemed 123,477.15 Common Partnership Units held through Ashford Financial Corporation in exchange for 123,477 shares of Braemar common stock on a one-for-one basis, rounding down fractional units. Bennett reports only his pecuniary interest in the Ashford Financial Corporation shares and disclaims any interest in its other Braemar securities.

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^*

Bennett Monty 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
	Officer (give title below)		Other (specify below)

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								445,764	I	By Texas Yarrow 2021 PS
Common Stock								14,152	D
Common Stock								267	I	By Spouse
Common Stock	02/24/2026		J(7)		123,477	A	(7)	123,477(8)	I	By Ashford Financial Corporation
Series E Redeemable Preferred Stock								44,444	I	By MJB Investments, LP

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 LTIP Units (2023)(1)	$0.00(1)	02/24/2026		D(2)			352,590	12/31/2025	12/31/2025	Common Stock	352,590	(1)	0	I	By Texas Yarrow LLC - 2023 PS
Common Partnership Units(5)	$0.00(4)							(4)	(3)	Common Stock	56,745(4)		56,745(4)(5)	I	By Texas Yarrow 2021 PS
Common Partnership Units(5)	$0.00(4)							(4)	(3)	Common Stock	454,310(4)		454,310(4)(5)	I	By Texas Yarrow LLC - 2022 PS
Common Partnership Units(5)	$0.00(4)	02/24/2026		J(6)			123,477.15	(4)	(3)	Common Stock	123,477.15	(7)	0	I	By Ashford Financial Corporation
Common Partnership Units(5)	$0.00(4)							(4)	(3)	Common Stock	3,200(4)		3,200(4)(5)	I	By Spouse(5)

Explanation of Responses:

1. Each performance LTIP Unit ("Performance LTIP Unit") award represented a special long-term incentive partnership unit ("LTIP Unit") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to performance-based vesting criteria.

2. Represents 352,950 Performance LTIP Units that were forfeited due to certain performance criteria of the 2023 Performance LTIP Unit award not being met.

3. 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.

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. 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 4 discussing the convertibility of the Common Partnership Units.

6. Represents Common Partnership Units redeemed by the Issuer on February 24, 2026 for 123,477 shares of the Issuer's common stock. Such transaction is further reflected in Table I above (see also footnote 7).

7. Represents shares of common stock issued by the Issuer in connection with the Issuer's redemption of 123,477.15 Common Partnership Units of the Subsidiary. Such Common Partnership Units were redeemable, at the option of the Issuer, for 123,477 shares of the Issuer's common stock on a one-for-one basis, while rounding down fractional Common Partnership Units.

8. Reflects only the Reporting Person's pecuniary interest in the aggregate number of shares of common stock held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation.

	/s/ Monty J. Bennett	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What did Braemar Hotels & Resorts (BHR) director Monty J. Bennett report in this Form 4?

Monty J. Bennett reported a forfeiture of Performance LTIP Units and a redemption of Common Partnership Units into common stock, all through affiliated entities, reflecting non-cash changes in his indirect economic exposure to Braemar.

How many Performance LTIP Units were forfeited in the Braemar (BHR) filing?

The filing shows 352,950 Performance LTIP Units from the 2023 award were forfeited. These units did not meet specified performance criteria, so they were returned to Braemar’s operating partnership rather than converting into an ongoing equity interest.

What happened to the Common Partnership Units reported for Braemar (BHR)?

Ashford Financial Corporation redeemed 123,477.15 Common Partnership Units with Braemar. In exchange, Braemar issued 123,477 shares of common stock on a one-for-one basis, rounding down the fractional partnership units involved in the transaction.

Were the Braemar (BHR) transactions direct trades by Monty J. Bennett?

No. The transactions involved entities associated with Bennett, including Texas Yarrow LLC and Ashford Financial Corporation. The Form 4 reports his indirect pecuniary interests rather than direct personal trades in Braemar’s securities.

Does Monty J. Bennett claim full ownership of all Braemar (BHR) shares held by Ashford Financial Corporation?

No. The filing states he reports only his pecuniary interest in Braemar shares held directly by Ashford Financial Corporation and expressly disclaims any interest in all other Braemar securities that entity holds.

What is the conversion rate between Braemar (BHR) Common Partnership Units and common stock?

Common Partnership Units in Braemar’s operating partnership are redeemable for cash or, at Braemar’s option, for shares of its common stock on a one-for-one basis, as illustrated by the 123,477.15 units redeemed for 123,477 common shares.