Form 4: Braemar Hotels & Resorts Director Converts Incentive Units to Common Stock

Braemar Hotels & Resorts Inc. Director Stefani D. Carter converted 3,489 vested Long-Term Incentive Partnership Units (LTIP Units) into an equal number of common stock shares, increasing her direct common stock holdings.

Summary

• Stefani D. Carter, a Director of Braemar Hotels & Resorts Inc. (BHR), acquired 3,489 shares of common stock on June 18, 2025.
• This acquisition was a result of an exchange of 3,489 vested Long-Term Incentive Partnership Units (LTIP Units) in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary.
• The exchange was conducted pursuant to an Exchange Agreement entered into on June 13, 2025, and was a Rule 16b-3 exempt transaction, meaning no other consideration was involved.
• Following this transaction, Ms. Carter directly beneficially owns 62,833 shares of common stock.
• Additionally, Ms. Carter holds 38,002 Common Partnership Units, which are redeemable for cash or convertible into common stock on a 1-for-1 basis at the Issuer's option.

Sentiment

Score: 6

Explanation: The conversion of incentive units into common stock by a director is generally a neutral to slightly positive event, as it increases direct ownership and aligns interests, but it is a pre-planned compensation event rather than a discretionary market purchase.

Positives

• The conversion of LTIP Units into common stock aligns the director's interests more closely with common shareholders.
• The transaction was exempt under Rule 16b-3, indicating it was part of a pre-approved compensation plan.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on an insider's equity transaction.

Industry Context

This Form 4 filing details an individual insider transaction and does not provide broader industry context or trends. It reflects a standard equity compensation conversion within the hotel REIT sector.

Related Party Transactions

• The transaction involves Stefani D. Carter, a Director of Braemar Hotels & Resorts Inc., exchanging vested LTIP Units for common stock with the Issuer, which constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The transaction increases the director's direct common stock holdings, potentially signaling increased alignment with shareholder interests.

Key Dates

Keywords

Braemar Hotels & Resorts, BHR, SEC Form 4, Insider Transaction, Stock Conversion, LTIP Units, Common Stock, Director Holdings, Equity Compensation, Hotel REIT