Braemar Hotels & Resorts Inc. — Director's Dealing 2022

May 13, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Braemar Hotels & Resorts Inc. (BHR)
CIK: 0001574085
Period of Report: 2022-05-11

Reporting Person: Carter Stefani D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-11	Common Stock	A	14925	$0.00	Acquired	44419	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
LTIP Units	$0		Common Stock ()	3489	Direct
Common Partnership Units	$0		Common Stock ()	23077	Direct

Footnotes

F1: The Reporting Person received the shares pursuant to a stock grant from the Issuer, under the Issuer's Second Amended and Restated 2013 Equity Incentive Plan (the "Plan"), in connection with the re-election of the Reporting Person to the Issuer's Board of Directors.

F2: Fully vested special long-term incentive partnership units ("LTIP Units") in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Limited Partnership Units of the Subsidiary ("Common Partnership Units"), are convertible into Common Partnership Units at the option of the Reporting Person. See Footnote 4 discussing the convertibility of Common Partnership Units.

F3: Neither the Common Partnership Units nor vested LTIP Units have an expiration date.

F4: Common Partnership Units 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.

F5: Reflects the aggregate number of Common Partnership Units currently held directly or indirectly, as noted, by the Reporting Person. See Footnote 4 discussing the convertibility of the Common Partnership Units.