X0306 4 2020-03-31 0 0001574085 Braemar Hotels & Resorts Inc. BHR 0001688739 Stockton Richard J 14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254 0 1 0 0 CEO and President Common Stock 410538 D Series B Preferred Stock 18.7 2020-03-31 4 P 0 10000 6.01 A Common Stock 13372 12572 D Performance Stock Units (2020) 0.00 2022-12-31 2022-12-31 Common Stock 70000 70000 D Performance Stock Units (2019) 0.00 2021-12-31 2021-12-31 Common Stock 64103 64103 D Performance Stock Units (2018) 0.00 2020-12-31 2020-12-31 Common Stock 74093 74093 D 5.50% Series B Cumulative Convertible Preferred Stock (the "Series B Preferred Stock") is convertible at any time at a conversion price equal to the liquidation preference of a share of Series B Preferred Stock, $25.00 per share, divided by the conversion rate, 1.3372 (subject to adjustment). The Series B Preferred Stock does not have an expiration date. 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. Represents the target share amount that may be issued pursuant to such 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 number of Performance Stock Units awarded, based on achievement of a specified relative total stockholder returns. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, the Performance Stock Units, as adjusted, will generally vest on December 31, 2020 (with respect to the 2018 grant), December 31, 2021 (with respect to the 2019 grant) and December 31, 2022 (with respect to the 2020 grant). One-third of the Performance Stock Units granted in 2020 will be eligible to vest (at up to 200% of target) based on performance during the first year of the performance period. /s/ Richard J. Stockton 2020-04-01