[8-K] Braemar Hotels & Resorts Inc. Reports Material Event

Rhea-AI Filing Summary

WEC Energy Group (NYSE: WEC) filed a Form 144 indicating a proposed sale of 2,500 common shares (≈0.0008 % of the 321.9 million shares outstanding) through Morgan Stanley Smith Barney. The shares, valued at $276,362.50 based on market price, were acquired on 08/01/2025 via the exercise of employee stock options under a registered plan and are scheduled to be sold on or after 08/01/2025 on the NYSE. No other sales were reported in the past three months. The filer certifies there is no undisclosed material adverse information about WEC.

Positive

• Transparent disclosure via timely Form 144 filing supports governance best practices.
• Sale size is immaterial (<0.001 % of shares outstanding), limiting dilution or market impact.

Negative

• Insider selling, even if small, can be perceived as a soft negative signal.

Insights

Equity Analyst

TL;DR: Minor insider sale; negligible dilution; neutral impact.

The notice covers only 2,500 shares, worth roughly $0.28 million, versus WEC’s multibillion-dollar market cap. Such routine option-related sales are common for executives diversifying personal holdings. With no concurrent negative news and no recent selling history, the filing is immaterial to valuation. Investors should monitor cumulative insider activity, but this single transaction does not alter the investment thesis.

0001574085false00015740852025-08-012025-08-010001574085us-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

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 14a-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

ITEM 7.01     REGULATION FD DISCLOSURE

On August 1, 2025, Braemar Hotels & Resorts Inc. released an investor presentation.

The investor presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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 Investor Presentation

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

SIGNATURES

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

How many WEC shares are being sold under this Form 144?

The filing covers 2,500 common shares.

What is the dollar value of the proposed WEC share sale?

Aggregate market value is $276,362.50.

When is the anticipated sale date for the WEC shares?

Approximately 08/01/2025 on the NYSE.

How significant is this sale relative to WEC's total shares outstanding?

The sale represents about 0.0008 % of the 321,866,395 shares outstanding.

What was the source of the shares being sold?

They were obtained via option exercise under a registered plan on 08/01/2025.

Were any WEC shares sold by this filer in the prior three months?

No; the filing states "Nothing to Report" for the past three months.