Braemar Hotels & Resorts Inc SEC Filings

Braemar Hotels & Resorts Inc. entered into an amendment to its August 2025 letter agreement with its external advisor, Ashford Inc. and Ashford Hospitality Advisors LLC. The amendment clarifies that a “Company Sale Transaction” is a Company Change of Control under the advisory agreement and confirms that the agreed discounted termination fee of $480 million, plus accrued fees, will be paid to the advisor directly from net sale proceeds ahead of other payments, after any master agreement termination fee. If the company is sold through multiple transactions and one sale does not generate enough proceeds to pay this fee, proceeds from later asset sales will be applied until it is fully paid. The amendment also ties payment of a $25 million master agreement termination fee to certain large asset sales or a stockholder-approved plan of liquidation, after which the advisory agreement may be terminated on 60 days’ notice once all such fees are satisfied.

Braemar Hotels & Resorts Inc. executive officer Jim Plohg, who serves as Executive Vice President, General Counsel and Secretary, reported his initial ownership in the company. He directly holds 17,474 shares of common stock. He also reports holdings of Series B Preferred Stock in several forms: 201 shares directly, 498 shares indirectly through JKP Ventures LLC, 1,851 shares through a retirement account, 2,550 shares through his spouse's retirement account, and additional 300-share positions held in each of three minor children's retirement accounts. The filing is made as a single-reporting-person statement of beneficial ownership.

Braemar Hotels & Resorts Inc. announced that its 2025 Annual Meeting of Stockholders, previously planned as an in-person event, will now be held virtually. The meeting remains scheduled for Monday, December 15, 2025 at 9:00 A.M. Central Time, but stockholders will attend via the internet instead of at the company’s Dallas, Texas offices. The virtual meeting will be accessible online at www.virtualshareholdermeeting.com/BHR2025, and in-person attendance will not be permitted.

The company issued a press release on December 5, 2025 to explain this change, which is included as an exhibit to this report. Additional details about how to access and participate in the virtual meeting are contained in a proxy supplement filed with the Securities and Exchange Commission on December 8, 2025.

Braemar Hotels & Resorts Inc. (BHR)Blackwells Capital and managing partner Jason Aintabi have filed a Schedule 13D disclosing a beneficial ownership stake in the company. As of 68,219,432 common shares outstanding on November 5, 2025, the group beneficially owns 3,969,500 shares, or 5.8% of Braemar’s common stock. This total includes 531,000 shares underlying American-style exchange-traded call options with a strike price of $2.50 that expire on December 19, 2025. The filing explains that shares were acquired using proceeds from a Loan Agreement with Braemar’s affiliate, working capital, and personal funds, with approximately $11.54 million spent on the 3,969,500-share position tied to Mr. Aintabi, Vandewater and Blackwells Holding Co. The investors cite their belief that Braemar’s stock and related options were undervalued and reference prior agreements, including a Cooperation Agreement and Share Ownership Agreement, that governed earlier purchases and a withdrawn proxy campaign.

Virtus InfraCap U.S. Preferred Stock ETF, a series of ETFis Series Trust I, filed an amended Schedule 13G reporting beneficial ownership of 484,515 shares of Braemar Hotels & Resorts Inc. 5.50% Series B Cumulative Convertible Preferred Stock, representing 15.74% of this class as of the referenced event date. Infrastructure Capital Advisors, LLC, Jay Hatfield, and InfraCap Equity Income Fund ETF each report beneficial ownership of 0 shares, or 0.0% of the class. The shares reported are held in accounts of Infrastructure Capital Advisors’ clients, and no other client besides the Virtus fund individually owns more than 5% of the Series B preferred. The reporting parties state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Braemar.

Braemar Hotels & Resorts Inc. (BHR) filed an 8-K/A (Amendment No. 1) to amend its November 7, 2025 report for the November 6, 2025 event. The amendment adds unaudited pro forma financial information required by Item 9.01(b), furnished as Exhibit 99.1.

The pro forma information covers the Company as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024. The filing lists the exhibit and related Inline XBRL cover page data and is signed by the Chief Financial Officer.

Braemar Hotels & Resorts Inc. furnished an investor presentation under Regulation FD. On November 7, 2025, the company made available its Third Quarter 2025 Investor Presentation, attached as Exhibit 99.1 to an 8-K. The materials are provided for informational purposes and, as stated, shall not be deemed “filed” under Section 18 of the Exchange Act nor incorporated by reference into Securities Act filings unless expressly referenced.

The filing also lists the company’s NYSE-traded securities: common stock (BHR) and preferred stock series B (BHR-PB) and series D (BHR-PD).

Braemar Hotels & Resorts Inc. (BHR) reported Q3 2025 results. Total hotel revenue was $143,556 with operating income of $29,806. Net income was $4,723, but after preferred dividends and deemed dividends, net loss attributable to common stockholders was $(8,176) or $(0.12) per share.

The quarter included a hotel sale: on August 7, 2025, Braemar sold the Marriott Seattle Waterfront for $145 million, recording a gain of $40,970, shown in “gain on disposition of assets and hotel property.”

Cash and cash equivalents were $116,278 and restricted cash $47,682 at September 30, 2025. Indebtedness, net, was $1,164,671. During 2025, the company refinanced two mortgage loans into a new $363,000 mortgage loan at SOFR + 2.57% and amended other loans, including increasing a Scottsdale facility to $180,000 at SOFR + 3.00%. Common shares outstanding were 68,219,432 as of November 5, 2025.