Braemar Hotels & Resorts Inc.BHR

Braemar Hotels & Resorts Inc. Stock Compensation Disclosure

10-KFiled Mar 12, 20263 min read
Stock-Based Compensation
At December 31, 2025, the Company does not have an equity incentive plan.
Restricted Stock—We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance.
The following table summarizes the stock-based compensation expense for restricted stock (in thousands):
Year Ended December 31,
Line Item202520242023
Advisory services fee$— $216 $1,162 
Management fees— 2 11 
Corporate general and administrative — 14 101 
Corporate general and administrative - independent directors— 144 182 
$— $376 $1,456 
A summary of our restricted stock activity is as follows (shares in thousands):
Year Ended December 31,
202520242023
Number of UnitsWeighted Average
Price at Grant		Number of UnitsWeighted Average
Price at Grant		Number of UnitsWeighted Average
Price at Grant
Outstanding at beginning of year— $— 167 $7.02 437 $6.46 
Restricted shares granted— — 50 2.82 45 4.07 
Restricted shares vested— — (216)6.04 (312)5.82 
Restricted shares forfeited— — (1)7.02 (3)6.90 
Outstanding at end of year— $— — $— 167 $7.02 
The fair value of restricted stock vested during the years ended December 31, 2025, 2024 and 2023 was approximately $0, $452,000 and $1.3 million, respectively.
Performance Stock Units—The compensation committee of the board of directors of the Company may authorize the issuance of grants of performance stock units (“PSUs”) to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period, which is generally three years from the grant date. The compensation committee utilizes a performance metric, pursuant to which, the performance awards will be eligible to vest, from 0% to 200% of target, based on achievement of certain performance targets over the three-year performance period. The performance criteria are based on performance conditions under the relevant literature and were issued to non-employees. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the corresponding measurement date fair value of the award, which may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period.
During the year ended December 31, 2025, approximately 383,000 PSUs granted in 2023, were cancelled as a result of the performance conditions not being met over the performance period. As a result there was a claw back of the previously declared dividends.
During the year ended December 31, 2024, PSUs granted in 2022, vested at 174% of target based on the performance conditions met over the performance period.
During the year ended December 31, 2023, PSUs granted in 2021, vested at 200% of target based on the performance conditions met over the performance period.
The following table summarizes the compensation expense for PSUs (in thousands):
Year Ended December 31,
Line Item202520242023
Advisory services fee$(309)$27 2,108 
A summary of our PSU activity is as follows (shares in thousands):
Year Ended December 31,
202520242023
Number of UnitsWeighted Average Price at GrantNumber of UnitsWeighted Average Price at GrantNumber of UnitsWeighted Average Price at Grant
Outstanding at beginning of year383 $4.07 424 $4.22 335 $5.84 
PSUs granted (at target)
— — — — 383 4.07 
PSUs vested (at target)
— 4.07 (41)5.63 (294)7.01 
PSUs canceled(383)4.07 — — — — 
Outstanding at end of year (at target)
— $— 383 $4.07 424 $4.22 

Historical Timeline

Fiscal YearFiled
2025Mar 12, 2026Showing above
2024Mar 12, 2025
2023Mar 14, 2024
2022Mar 10, 2023

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

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