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

Rhea-AI Filing Summary

Braemar Hotels & Resorts (BHR)

As context, 12,697,673 shares of Series E Redeemable Preferred Stock and 1,404,544 shares of Series M Redeemable Preferred Stock were issued and outstanding as of September 30, 2025.

10/14/2025 - 04:10 PM

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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 14, 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 October 14, 2025, Braemar Hotels & Resorts Inc. (the “Company”) issued a press release announcing that its Board of Directors declared fourth quarter 2025 dividends for its common stock, 5.5% Series B Cumulative Convertible Preferred Stock, 8.25% Series D Cumulative Preferred Stock, Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock.

As of September 30, 2025, there were 12,697,673 shares of the Company’s Series E Redeemable Preferred Stock and 1,404,544 shares of the Company’s Series M Redeemable Preferred Stock issued and outstanding.

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 October 14, 2025, furnished under Item 7.01, announcing the declaration of dividends

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: October 14, 2025			By:			/s/ Alex Rose
						Alex Rose
						Executive Vice President, General Counsel & Secretary

FAQ

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

The Board declared fourth-quarter 2025 dividends for common stock and multiple preferred series, with details furnished in Exhibit 99.1.

Which securities of BHR are receiving Q4 2025 dividends?

Common stock, 5.5% Series B Cumulative Convertible Preferred, 8.25% Series D Cumulative Preferred, Series E Redeemable Preferred, and Series M Redeemable Preferred.

How many Series E and Series M preferred shares were outstanding?

Series E: 12,697,673 shares; Series M: 1,404,544 shares, both as of September 30, 2025.

Where can investors find the detailed dividend information?

In the press release furnished as Exhibit 99.1 to this report.

What SEC item covers this disclosure?

The information was furnished under Item 7.01 (Regulation FD Disclosure).

Does this 8-K include financial statements?

No. It furnishes a press release (Exhibit 99.1) regarding dividend declarations.