Sec Form 3 Filing - Coe Justin @ Braemar Hotels & Resorts Inc. - 2024-01-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Coe Justin 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) Chief Accounting Officer (Last) (First) (Middle) 14185 DALLAS PARKWAY, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2024 (Street) DALLAS, TX75254 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 607 D Series E Redeemable Preferred Stock 1,111 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 LTIP Units ( 1 ) $ 0 ( 4 ) ( 2 ) ( 3 ) Common Stock 7,454 ( 2 ) D LTIP Units ( 1 ) $ 0 ( 4 ) ( 5 ) ( 3 ) Common Stock 3,728 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Coe Justin 14185 DALLAS PARKWAY SUITE 1200 DALLAS, TX75254 Chief Accounting Officer Signatures /s/ Justin Coe 01/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to certain vesting criteria. ( 2 )The LTIP Units reported herein are vested and exercisable. Vested LTIP Units, upon achieving parity with the Common Partnership Units, are convertible into Common Partnership Units (as defined below) at the option of the Reporting Person. See Footnote 4 discussing the convertibility of the Common Partnership Units. ( 3 )LTIP Units do not have an expiration date. ( 4 )"Common Partnership Units" are Common Limited Partnership Units of the Subsidiary and are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis. ( 5 )The LTIP Units reported herein vest on March 15, 2024. See Footnote 2 discussing the convertibility of vested LTIP Units. ( 6 )Represents unvested LTIP Units in the Subsidiary.

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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