Braemar Hotels & Resorts Inc SEC Filings

Braemar Hotels & Resorts Inc. (BHR) Form 3 filed by director Babak (Bob) Ghassemieh discloses his initial ownership stake and related indirect interests. He directly holds 45,207 shares of common stock and reports indirect interests including 3,330 shares via spouse, 200 via son, 200 via daughter, 25,000 via the Bob Ghassemieh 2021 Children\'s Trust, 20,000 via the Lillian Ghassemieh 2021 Children\'s Trust, and 20,000 via BL PCH LLC. He also reports beneficial interests in 2,005 common shares underlying Series B preferred and 2,500,000 common partnership units held indirectly through Morning View Hotels BH I, LLC.

Richard J. Stockton, CEO and Director of Braemar Hotels & Resorts (BHR), reported multiple transactions on Form 4. On 08/27/2025 he purchased 5,748 Series B Preferred shares at a weighted average price of $15.60 (multiple trades between $14.99 and $15.98) and purchased 2,254 Series B Preferred shares at $16.00, held indirectly through the RJS Living Trust. The report also shows a direct disposition of 1,172,083 common shares. Stockton holds 176,295 target Performance Stock Units that may convert into common stock (0%–200% of target) if performance and service conditions are met, with a vesting date of 12/31/2025.

The Form 4 discloses ownership changes only and does not include commentary on rationale or cash amounts for the common stock disposition. Footnotes state the preferred purchase prices were across multiple trades and that PSUs convert based on specified relative and total stockholder returns.

Amendment to Schedule 13D for Braemar Hotels & Resorts, Inc. (BHR) updates ownership and discloses a Cooperation Agreement dated August 25, 2025, under which the Issuer agreed to appoint Bob (Babak) Ghassemieh to the board and the Reporting Persons withdrew a prior director nomination for the 2025 meeting. The amendment states the Group Agreement terminated, and Samuel J. Jagger ceases to be a reporting person. The Reporting Persons are subject to standstill and voting restrictions during a defined Restricted Period. The filing reports aggregate beneficial ownership of 5,153,591 shares (≈7.3%) by the group, with Morning View Hotels holding 2,500,000 shares (≈3.6%) and Bob Ghassemieh beneficially owning 2,615,942 shares (≈3.7%). The filing references the Issuer's announcement that it is initiating a sale process and an Advisory Agreement amendment providing a $480 million termination fee payable to Ashford in certain change-of-control scenarios.

Braemar Hotels & Resorts Inc. entered a Letter Agreement with its external advisor, Ashford Inc., related to the Fifth Amended and Restated Advisory Agreement as the Board explores a potential sale of the company. Under the Letter Agreement the Advisor received a $17 million payment upon execution; that payment will be credited against amounts due under the Advisory Agreement if the company does not complete a qualifying sale by July 1, 2028. The definitive sale documentation will require the buyer to assume two master agreements: the master project management agreement with Premier Project Management, LLC and the master hotel management agreement with Remington Lodging & Hospitality, LLC. The special committee and independent directors negotiated that a buyer may instead cancel those Master Agreements by paying an additional $25 million to the Advisor at closing. The filing references the Advisory Agreement (dated April 23, 2018), the August 26, 2025 Letter Agreement, a press release dated August 26, 2025, and an Inline XBRL cover page file as exhibits.

Braemar Hotels & Resorts Inc.'s 5.50% Series B Cumulative Convertible Preferred Stock is reported in a Schedule 13G/A showing that Virtus InfraCap U.S. Preferred Stock ETF beneficially holds 452,287 shares, representing 14.69% of the class. The filing lists Infrastructure Capital Advisors, LLC as the investment adviser and discloses that all reported shares are held in client accounts; no other named reporting person (Jay Hatfield, InfraCap Equity Income Fund ETF, Infrastructure Capital Advisors, LLC) reports beneficial ownership of the class. The reporting persons disclaim beneficial ownership except for pecuniary interests and state the securities are held in the ordinary course of business and not to influence control of the issuer.

Braemar Hotels & Resorts amended a previously filed Current Report to attach unaudited pro forma financial information. The pro forma schedules cover the three months ended March 31, 2025 and the year ended December 31, 2024 and are included as Exhibit 99.1, with an Inline XBRL cover page provided as Exhibit 104. The amendment incorporates that pro forma information by reference into the prior report.