Sec Form 4 Filing - Stockton Richard J @ Braemar Hotels & Resorts Inc. - 2024-03-06

FORM 4 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 Stockton Richard J 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 (Last) (First) (Middle) 14185 DALLAS PARKWAY, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2024 (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 189,715 D Series B Preferred Stock 8,150 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 Performance LTIP Units (2022) ( 1 ) $ 0 ( 1 ) 12/31/2024 12/31/2024 Common Stock 418,372 ( 2 ) 418,372 ( 2 ) D Performance LTIP Units (2021) ( 1 ) $ 0 ( 1 ) 03/06/2024 M 349,990 12/31/2023 12/31/2023 Common Stock 0 ( 1 ) 0 D LTIP Units ( 3 ) $ 0 ( 3 ) 03/06/2024 M 349,990 ( 4 ) ( 5 ) Common Stock 349,990 ( 3 ) $ 0 ( 3 ) 524,985 ( 3 ) D Common Partnership Units ( 8 ) $ 0 ( 9 ) 03/06/2024 A 40,532 ( 10 ) ( 8 ) ( 5 ) Common Stock 40,532 ( 8 ) $ 0 ( 9 ) 40,532 ( 8 ) D Performance Stock Units (2023) ( 6 ) $ 0 ( 6 ) 12/31/2025 12/31/2025 Common Stock 176,295 ( 7 ) 176,295 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stockton Richard J 14185 DALLAS PARKWAY SUITE 1200 DALLAS, TX75254 X CEO and President Signatures /s/ Richard J. Stockton 03/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance LTIP Unit ("Performance LTIP Unit") award represents a special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to performance-based vesting criteria. ( 2 )Represents the maximum number of LTIP Units that may vest pursuant to the 2021 and 2022 awards of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 200% of the target number of Performance LTIP Units, based on achievement of specified performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance LTIP Units will generally vest on December 31, 2023 (with respect to the 2021 grant) and December 31, 2024 (with respect to the 2022 grant). See Footnote 3 discussing the convertibility of vested LTIP Units. ( 3 )Represents LTIP Units in the Subsidiary. Vested LTIP Units, upon achieving parity with the Common Partnership Units, are convertible into Common Partnership Units at the option of the Reporting Person. "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. ( 4 )The LTIP Units reported herein vest in three (3) equal installments over a three (3) year term from the date of the award. See Footnote 3 discussing the convertibility of vested LTIP Units. ( 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. ( 6 )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. ( 7 )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. ( 8 )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 9 discussing the convertibility of the Common Partnership Units. ( 9 )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. ( 10 )Represents dividend equivalent rights that accrued on a Performance LTIP Unit award pursuant to the dividend reinvestment feature of the award.

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).

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