[8-K/A] Braemar Hotels & Resorts Inc. Amends Material Event Report

Rhea-AI Filing Summary

Ingredion Inc. (INGR) – Form 4 insider filing: Senior Vice President & Chief Supply Chain Officer David Eric Seip reported one transaction dated 31 Jul 2025. Through the company’s Supplemental Executive Retirement Plan (SERP), he acquired 8.446 phantom stock units—each convertible into one share of common stock—at a reference price of $131.53. After the allocation, Seip’s total phantom-stock holding rose to 9,065.0651 units. The acquisition reflects routine dividend-reinvestment activity; no common shares were sold, and ownership remains direct.

Positive

• Insider continues to accumulate (no sales), which may signal long-term alignment, albeit on a very small scale.

Negative

• Transaction size is immaterial; only 8.446 units (<0.1% of holding), providing little actionable insight for investors.

Insights

Securities Analyst

TL;DR: Small insider phantom-stock add; largely immaterial.

The 8.4-unit SERP allocation increases Seip’s phantom-stock balance by less than 0.1%, suggesting a routine dividend reinvestment rather than a discretionary purchase in the open market. Because phantom stock does not impact float or cash flow and conversion occurs only at retirement, the transaction carries negligible valuation or liquidity impact. Nevertheless, the absence of sales maintains a neutral-to-slightly positive governance signal.

Corporate Governance Expert

TL;DR: Governance neutral; standard SERP credit.

This Form 4 discloses automatic phantom-stock credits tied to compensation, not a market-based vote of confidence. The increment is de minimis and falls within ordinary-course executive benefit accruals. No red flags emerge regarding timing, Rule 10b5-1 or multiple filers. Overall impact on shareholders is neutral; however, consistent accumulation without sales can be viewed as marginally supportive of long-term alignment.

0001574085trueThis Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K filed on August 1, 2025 (the “Initial 8-K”), for the event dated August 1, 2025. The sole purpose for filing this amended report is to correct a scrivener’s error contained in the conference call transcript attached as Exhibit 99.1 to the Initial 8-K as described further below. A corrected Exhibit 99.1 is attached to this Current Report on Form 8-K/A as Exhibit 99.1.00015740852025-08-012025-08-010001574085us-gaap:CommonStockMember2025-08-012025-08-010001574085us-gaap:SeriesBPreferredStockMember2025-08-012025-08-010001574085us-gaap:SeriesDPreferredStockMember2025-08-012025-08-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): August 1, 2025

BRAEMAR HOTELS & RESORTS INC.

(Exact name of registrant as specified in its charter)

Maryland

001-35972

46-2488594

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS employer identification number)

14185 Dallas Parkway

Suite 1200

Dallas

Texas

75254

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BHR

New York Stock Exchange

Preferred Stock, Series B

BHR-PB

New York Stock Exchange

Preferred Stock, Series D

BHR-PD

New York Stock Exchange

EXPLANATORY NOTE: This Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K filed on August 1, 2025 (the “Initial 8-K”), for the event dated August 1, 2025. The sole purpose for filing this amended report is to correct a scrivener’s error contained in the conference call transcript attached as Exhibit 99.1 to the Initial 8-K as described further below. A corrected Exhibit 99.1 is attached to this Current Report on Form 8-K/A as Exhibit 99.1.

ITEM 7.01     REGULATION FD DISCLOSURE

On August 1, 2025, Braemar Hotels & Resorts Inc. (the “Company”) filed a Form 8-K with the Securities and Exchange Commission reporting that the Company held an earnings conference call for its second quarter ended June 30, 2025. A copy of the conference call transcript (the “Original Transcript”) was attached to the Initial 8-K as an exhibit. Due to a scrivener’s error, the Original Transcript reported that Comparable RevPAR growth for the Company’s urban hotels was 0.5% during the second quarter of 2025. Actual Comparable RevPAR growth for the Company’s urban hotels was 1.3% during the second quarter of 2025. This Form 8-K/A amends the Initial 8-K to amend the Original Transcript to reflect this correction. The corrected conference call transcript is attached hereto as Exhibit 99.1.

The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits

Exhibit Number         Description

99.1    Second Quarter 2025 Earnings Conference Call Transcript of the Company, dated August 1, 2025

104    Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			BRAEMAR HOTELS & RESORTS INC.
Dated: August 1, 2025			By:			/s/ Deric S. Eubanks
						Deric S. Eubanks
						Chief Financial Officer

FAQ

Who is the insider involved in INGR's latest Form 4?

David Eric Seip, SVP Global Operations & CSCO, is the sole reporting person.

What type of security was acquired by the INGR executive?

He received phantom stock units under the Supplemental Executive Retirement Plan (SERP).

How many phantom stock units were added on 31 Jul 2025?

Seip acquired 8.446 units at a reference price of $131.53.

What is Seip's total phantom-stock balance after the transaction?

He now beneficially owns 9,065.0651 phantom stock units.

Did the filing report any sale of Ingredion common stock?

No. The Form 4 shows only an acquisition; no dispositions were reported.