false
0001574085
0001574085
2026-10-30
2026-10-30
0001574085
us-gaap:CommonStockMember
2026-10-30
2026-10-30
0001574085
us-gaap:SeriesBPreferredStockMember
2026-10-30
2026-10-30
0001574085
us-gaap:SeriesDPreferredStockMember
2026-10-30
2026-10-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 30,
2026
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 October 30, 2026, BHR Tahoe LP, a subsidiary
of Braemar Hotels & Resorts Inc. (the “Company”), entered into a loan agreement with Western Alliance Bank, an Arizona
corporation, to refinance existing debt relating to The Ritz-Carlton, Lake Tahoe. The loan provides for a $60 million term loan at closing
and an earnout facility of up to $15 million, for a total potential loan amount of $75 million. The loan is secured by first-priority
mortgages on The Ritz-Carlton, Lake Tahoe and its Lake Club, together with first-priority liens on the borrower’s and the related
hotel lessee’s tangible and intangible personal property. The loan has an initial maturity date of October 30, 2029, with two one-year
extension options, subject to the satisfaction of certain conditions, taking the final maturity to October 30, 2031. The loan bears interest
at a floating rate equal to one-month Term SOFR plus 2.65%, subject to a 5.30% interest rate floor, except where the applicable outstanding
balance is covered by a qualifying interest rate swap as provided in the loan agreement. Monthly payments are interest only prior to October
30, 2029, after which monthly payments of principal and interest are required based on a 25-year amortization period, with the remaining
outstanding balance due at maturity. The earnout facility permits up to two advances, with the first advance required to be at least $7.5
million, subject to specified conditions, including no continuing event of default, a debt yield of at least 11.5% for two consecutive
fiscal quarters after giving effect to the requested advance and, if required by the lender, a loan-to-value ratio of no greater than
55%. Earnout advances may be requested until six months before the applicable maturity date.
A copy of the press release 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 |
Exhibit Description |
| |
|
| 99.1 |
Press
Release of the Company, dated November 3, 2026 |
| 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: November 3, 2026 |
By: |
/s/ Jim Plohg |
| |
|
Jim Plohg |
| |
|
Executive Vice President, General Counsel & Secretary |
Exhibit 99.1
 |
NEWS RELEASE |
| Contact: |
Justin Coe |
|
Joe Calabrese |
| |
Chief Accounting Officer |
|
Financial Relations Board |
| |
(972) 490-9600 |
|
(212) 827-3772 |
BRAEMAR HOTELS & RESORTS ANNOUNCES
REFINANCING OF THE RITZ-CARLTON LAKE TAHOE
DALLAS, November 3, 2026 – Braemar
Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today that it has successfully
refinanced its mortgage loan for the 170-room Ritz-Carlton Lake Tahoe in Truckee, California, which had an existing outstanding balance
of $43.4 million, a floating interest rate of SOFR + 3.25% and a final maturity date in January 2027. The new loan totals $60.0 million
with an additional $15.0 million available to be drawn in the future subject to certain conditions, has a three-year initial term with
two one-year extension options and provides for a floating interest rate of SOFR + 2.65%. With this financing now in place, the Company’s
next hard debt maturity is not until December 2028.
“We are pleased with the execution of this
refinancing, which extends the debt maturity on one of our premier luxury assets and capitalizes on tighter interest rate spreads in the
market,” said Richard J. Stockton, President and Chief Executive Officer.
About Braemar Hotels & Resorts
Braemar Hotels & Resorts Inc. (NYSE:
BHR) is a real estate investment trust (REIT) focused on the high-growth luxury hotel and resort sector. Its industry-leading portfolio
features luxury properties across the United States and the U.S. territories in the Caribbean.
Braemar Hotels & Resorts Announces Refinancing of Ritz-Carlton
Lake Tahoe
Page 2
November 3, 2026
Forward-Looking Statements
Certain statements and assumptions in this
press release contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions
of the federal securities regulations. Forward-looking statements are generally identifiable by use of forward-looking terminology such
as "may," "will," "should," "potential," "intend," "expect," "anticipate,"
"estimate," "approximately," "believe," "could," "project," "predict," or
other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: our
business and investment strategy; anticipated or expected purchases, sales or dispositions of assets; our projected operating results;
completion of any pending transactions; our ability to restructure existing property-level indebtedness; our ability to secure additional
financing to enable us to operate our business; our understanding of our competition; projected capital expenditures; and the impact of
technology on our operations and business. Such forward-looking statements are based on our beliefs, assumptions, and expectations of
our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change
as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition,
liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements.
You should carefully consider this risk when you make an investment decision concerning our securities. These and other risk factors are
more fully discussed in the Company's filings with the SEC.
The forward-looking statements included in
this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking
statements. We will not publicly update or revise any forward-looking statements, whether as a result of new information, future events
or circumstances, changes in expectations or otherwise except to the extent required by law.