Braemar Hotels & Resorts moves 2025 shareholder meeting to virtual-only

Braemar Hotels & Resorts Inc. announced that its 2025 Annual Meeting of Stockholders, previously planned as an in-person event, will now be held virtually.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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What did Braemar Hotels & Resorts Inc. (BHR) announce in this 8-K?

Braemar Hotels & Resorts Inc. disclosed that its 2025 Annual Meeting of Stockholders will no longer be held in person in Dallas, Texas, and will instead be conducted as a virtual-only meeting accessible via the internet.

When will Braemar Hotels & Resorts Inc. hold its 2025 Annual Meeting of Stockholders?

The 2025 Annual Meeting of Stockholders of Braemar Hotels & Resorts Inc. is scheduled for Monday, December 15, 2025 at 9:00 A.M. Central Time.

How can BHR stockholders attend the 2025 virtual Annual Meeting?

Stockholders can attend the 2025 virtual Annual Meeting of Braemar Hotels & Resorts Inc. online at www.virtualshareholdermeeting.com/BHR2025, as the company has stated that in-person attendance will not be available.

Is Braemar Hotels & Resorts Inc. allowing in-person attendance at the 2025 Annual Meeting?

No. Braemar Hotels & Resorts Inc. has stated that the 2025 Annual Meeting will be held virtually and that stockholders will not be able to attend the meeting in person.

Where can investors find more details about BHR's virtual 2025 Annual Meeting format?

Further information about the change to a virtual format for Braemar Hotels & Resorts Inc.’s 2025 Annual Meeting is provided in a press release attached as Exhibit 99.1 and in a proxy supplement filed with the SEC on December 8, 2025.

Which exhibits are included with this Braemar Hotels & Resorts Inc. 8-K filing?

The filing includes Exhibit 99.1, a press release dated December 5, 2025 announcing the virtual meeting change, and Exhibit 104, the cover page interactive data file formatted in Inline XBRL.

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Accepted by SEC EDGAR 12/08/2025 - 06:08 AM

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): December 5, 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 8.01 OTHER EVENTS.

As previously announced, the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Braemar Hotels & Resorts Inc. (the “Company”) will be held on Monday, December 15, 2025 at 9:00 A.M. Central Time. However, the Annual Meeting will no longer be held at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254 but rather will be held virtually, with attendance via the internet. You will not be able to attend the Annual Meeting in person. The virtual annual meeting is accessible online at www.virtualshareholdermeeting.com/BHR2025.

On December 5, 2025, the Company issued a press release announcing the change to a virtual Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this report. Further information regarding this change to the location and format of the Annual Meeting can be found in the proxy supplement filed by the Company with the Securities and Exchange Commission on December 8, 2025.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number		Description

99.1		Press Release of the Company, dated December 5, 2025
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: December 8, 2025	By:	/s/ Deric S. Eubanks
		Deric S. Eubanks
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Braemar Hotels & Resorts moves 2025 shareholder meeting to virtual-only

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