Braemar Hotels & Resorts Inc. 8-K Filings

Braemar Hotels & Resorts Inc. (BHR) postponed its 2026 Annual Meeting of Stockholders, previously scheduled for November 13, 2026, to December 21, 2026.

Braemar Hotels & Resorts Inc. (BHR) announced that its 2026 Annual Meeting of Stockholders will be held on November 13, 2026. The Board also set September 30, 2026 as the record date for determining stockholders entitled to notice of and to vote at the meeting. For shareholders wishing to nominate directors using the proxy access process, any nominating shareholder or shareholder group must submit a notice on Schedule 14N by September 14, 2026, in accordance with Regulation 14N under the Securities Exchange Act of 1934.

Braemar Hotels & Resorts Inc. completed the sale of the 142-room Pier House Resort & Spa in Key West, Florida to Last Mango Owner, LLC on August 12, 2026 for $190.0 million in cash (about $1.3 million per key), subject to customary prorations and adjustments. The pricing, including anticipated capital expenditures of $11.8 million, represents a 7.3% capitalization rate on net operating income for the trailing 12 months ended June 30, 2026.

In connection with the sale, Braemar received approximately $187.5 million in cash net of selling expenses and repaid about $93.7 million on the mortgage loan partially secured by the hotel. Pro forma for the transaction as of June 30, 2026, total assets are $1.67 billion and indebtedness is reduced to $652.3 million. For 2025, pro forma net income attributable to common stockholders improves from a loss of $72.7 million to income of $24.1 million, while for the six months ended June 30, 2026 it shifts from income of $4.2 million to a loss of $1.5 million. The company notes that the pro forma gain from the sale and related tax effects are preliminary and may differ from actual results.

Braemar Hotels & Resorts furnished an investor presentation summarizing second‑quarter 2026 performance for its luxury, resort‑weighted lodging REIT portfolio. Comparable hotels generated average daily rate (ADR) of $545 and revenue per available room (RevPAR) of $396, increases of 13.1% and 12.3% versus Q2 2025, while occupancy was 72.6% compared with 73.1% a year earlier. Total hotel revenue was $169,410 (in thousands), up 10.5%, and Hotel EBITDA rose 14.2% to $48,407 (in thousands), lifting the Hotel EBITDA margin to 28.6% from 27.6%.

GAAP net income reached $20,083 (in thousands), a 20.2% year‑over‑year increase. Management reports comparable Total RevPAR of $652, up 10.6%, and adjusted funds from operations (AFFO) of $0.13 per diluted share, 44% above the prior‑year quarter and described as the highest quarterly AFFO per share in five years. The portfolio remains 80% resort and 20% urban, with resort RevPAR up 13.4% year over year versus 10.2% for urban properties. Net debt to gross assets was 43.5% at quarter‑end, capital expenditures were $5.8 million, and approximately $16.3 million of non‑traded preferred stock was redeemed in cash. Scheduled debt maturities include $410.0 (in millions) in 2028 and $386.2 (in millions) in 2029.

Braemar Hotels & Resorts Inc. reported strong operating results for the quarter ended June 30, 2026. Comparable Total RevPAR for all hotels rose 10.6% year over year to $652, and Comparable RevPAR reached $396, up 12.3% and the highest second-quarter RevPAR in the company’s history. Comparable ADR increased 13.1% to $545 while Comparable Occupancy was essentially flat at 72.6%.

Net income was $6.9 million, compared with a $6.8 million loss a year earlier, but after preferred dividends and deemed dividends the result for common stockholders was a modest net loss of $0.7 million, or $0.01 per diluted share. Adjusted FFO available to common stockholders and OP unitholders increased to $9.6 million, or $0.13 per diluted share, from $0.09. Adjusted EBITDAre was $37.8 million, and Comparable Hotel EBITDA rose 14.2% to $48.4 million with margin expansion to 28.6%.

The company continued to reshape its portfolio and balance sheet. During the quarter it closed the sale of the 193-room Park Hyatt Beaver Creek Resort & Spa for $176 million at a 4.6% cap rate and redeemed approximately $16.3 million of non-traded preferred stock. Subsequent to quarter end, it sold the Ritz-Carlton Sarasota, Hotel Yountville and Bardessono Hotel & Spa for $437.5 million in cash and signed a definitive agreement to sell Pier House Resort & Spa for $190.0 million, backed by a $6.0 million non-refundable deposit. As of June 30, 2026, total assets were $1.66 billion, indebtedness was $745.9 million, net debt to gross assets was 43.5%, and all $1.0 billion of loans were effectively floating-rate debt with a blended average interest rate of 6.82%. No common stock dividend was declared for the quarter, while multiple preferred series dividends were approved.

Braemar Hotels & Resorts Inc. announced that its Board of Directors declared cash dividends on multiple preferred stock series for the third quarter of 2026.

The quarterly dividend for the 5.5% Series B Cumulative Convertible Preferred Stock is $0.3438 per share, and for the 8.25% Series D Cumulative Preferred Stock is $0.5156 per share, each payable on October 15, 2026 to stockholders of record as of September 30, 2026.

Monthly cash dividends on the Series E Redeemable Preferred Stock and various Series M Redeemable Preferred Stock CUSIPs, ranging from $0.15625 to $0.18125 per share, will be paid on August 17, September 15 and October 15, 2026 to stockholders of record on July 31, August 31 and September 30, 2026, respectively. As of June 30, 2026, 10,775,131 Series E shares and 1,364,862 Series M shares were outstanding; this is a baseline figure, not the dividend amount.

Braemar Hotels & Resorts Inc. completed the sale of The Ritz-Carlton Sarasota, Hotel Yountville and the Bardessono Hotel and Spa for approximately $432.7 million in cash, net of transfer taxes and selling expenses, and used about $232.8 million to repay a mortgage loan partially secured by these properties. A June 4, 2026 purchase and sale agreement specified a $437.5 million cash price before customary prorations and adjustments.

The company also reports that its subsidiaries entered into a separate agreement on July 13, 2026 to sell the Pier House Resort & Spa in Key West, Florida for $190.0 million in cash, following completion of a study period. That transaction remains subject to several closing conditions, and there is no assurance it will be completed.

Unaudited pro forma financial information for the year ended December 31, 2025 and the quarter ended March 31, 2026 illustrates the impact of removing the disposed hotels’ assets, liabilities and operating results and includes a non-recurring gain on the disposition. Management describes these pro forma figures, including the gain and tax effects, as preliminary and for informational purposes only.

Braemar Hotels & Resorts Inc. has extended its $43.4 million mortgage loan secured by the 170-room Ritz-Carlton Lake Tahoe. The loan’s initial maturity date of July 15, 2026 has been pushed to October 15, 2026, giving the company additional time before repayment is due.

The extended loan is priced at SOFR + 325 basis points, and Braemar also has a further three-month extension option on the same terms at its discretion. Management notes this loan represents the company’s only remaining 2026 debt maturity and indicates that, once it refinances this loan later in the year, it expects to have no other final maturities until 2028.

Braemar Hotels & Resorts Inc. announced that its Board declared June 2026 cash dividends on all of its outstanding preferred stock series. The Series B Cumulative Convertible Preferred dividend is $0.1146 per diluted share and the Series D Cumulative Preferred dividend is $0.17186 per diluted share, both payable on July 15, 2026 to holders of record on June 30, 2026. The Series E Redeemable Preferred dividend is $0.15625 per share, and the Series M Redeemable Preferred dividends are $0.17917 or $0.17708 per share depending on CUSIP, with the same record and payment dates.

Braemar Hotels & Resorts Inc. is overhauling its structure after completing a strategic review, planning to become a self-managed REIT, remain publicly traded, and terminate its advisory relationship with Ashford Inc. and affiliates. Management, including CEO Richard Stockton, will be employed directly by Braemar.

The company intends to focus on a streamlined portfolio of approximately six to eight luxury properties in the U.S. and Caribbean, which had a gross asset value of over $1 billion and generated total annual revenue of $300 to $350 million for the trailing twelve months ending March 31, 2026. Braemar expects the new in-house model to reduce general and administrative costs by more than $25 million annually.

The Board plans a near-total refresh, adding five new independent directors and an independent Chair while all current directors except Mr. Stockton step down, with no new directors having relationships with Ashford or its leadership. Braemar also expects to sell an additional two or three assets to fund obligations tied to the termination of the Ashford advisory relationship, including a Company Sale Fee and Master Agreement Termination Fee, while retaining a focused luxury portfolio.

Braemar Hotels & Resorts Inc. has entered into a material definitive Agreement of Purchase and Sale through its indirect subsidiaries to sell three luxury hotel properties for a total cash purchase price of $437.5 million, subject to customary prorations and adjustments.

The properties are The Ritz-Carlton Sarasota in Florida, and Hotel Yountville and Bardessono Hotel and Spa in Yountville, California. The transaction is expected to close in approximately 20–35 days, subject to customary closing conditions, and the parties note there can be no assurance the sale will be completed on these terms or at all.

Braemar Hotels & Resorts completed the sale of the 193-room Park Hyatt Beaver Creek Resort & Spa in Colorado for $176 million in cash, representing about $912,000 per key and a 4.6% capitalization rate on net operating income for the twelve months ended March 2026.

After repaying the $70.5 million mortgage on the property, Braemar retained approximately $104.5 million of net proceeds and used a portion to repay in full its $86.25 million 4.50% Convertible Senior Notes due 2026, eliminating a near‑term debt maturity and strengthening its balance sheet.

Braemar Hotels & Resorts Inc. reported several Board changes. On May 21, 2026, the Board appointed Eric Batis, Chief Operating Officer of Ashford Inc., as a director to serve until the next annual stockholder meeting and until a successor is elected and qualified. He will not receive additional compensation for his Board service and the company states he has no material interests in reportable related-party transactions or special arrangements leading to his selection.

On the same date, directors Stefani Danielle Carter and Rebecca Musser resigned from the Board, and the company notes that neither resignation resulted from any disagreement regarding operations, policies, or practices.

Braemar Hotels & Resorts Inc. entered into Amendment No. 3 to its Fifth Amended and Restated Advisory Agreement with Ashford Inc. and affiliated entities on May 21, 2026. The amendment was proposed to, and approved by, the company’s independent directors.

The change solely extends the period during which Braemar and its external advisor will negotiate a revised Base Fee or Incentive Fee under the advisory agreement, now running through and including December 31, 2026. All other terms of the advisory agreement remain governed by the existing documents referenced in the exhibits.

Braemar Hotels & Resorts Inc. announced that its Board declared monthly and partial quarterly cash dividends on several preferred stock series for May 2026. The 5.5% Series B Cumulative Convertible Preferred Stock will receive $0.1146 per diluted share, and the 8.25% Series D Cumulative Preferred Stock will receive $0.17187 per diluted share, with both amounts representing one-third of the full quarterly dividend to be paid on July 15, 2026 to stockholders of record as of June 30, 2026.

The Board also declared a monthly cash dividend on all CUSIPs of the Series E Redeemable Preferred Stock of $0.15625 per share, and on various CUSIPs of the Series M Redeemable Preferred Stock of $0.17917 or $0.17708 per share, each payable on June 15, 2026 to stockholders of record as of May 29, 2026. As of April 30, 2026, there were 11,146,482 Series E and 1,373,463 Series M Redeemable Preferred shares issued and outstanding.

Braemar Hotels & Resorts released an investor presentation highlighting solid first-quarter 2026 performance in a stable but selective lodging market. For comparable hotels, average daily rate rose to $745 and RevPAR to $480.8, both up 5.7% year over year, while total hotel revenue increased 5.4% to $211.6 million.

Comparable Hotel EBITDA grew 13.7% to $75.5 million, expanding margins to 35.7% from 33.1%, with resorts clearly outperforming urban properties. Adjusted funds from operations reached $0.52 per diluted share, a 30% increase and the company’s highest quarterly AFFO per share in five years.

Braemar emphasizes its concentration in luxury and upper-upscale hotels and resorts, with Ritz-Carlton-branded properties driving trailing-twelve-month Hotel EBITDA. The company reported net debt at 43.4% of gross assets and described a manageable debt maturity profile, supported by ongoing capital investment of $12.1 million during the quarter.

Braemar Hotels & Resorts reported a profitable first quarter of 2026 and continued progress on its strategic review. Net income attributable to common stockholders was $4.9 million, or $0.07 per diluted share, compared with a loss a year earlier. Adjusted FFO reached $0.52 per diluted share, while Adjusted EBITDAre was $66.5 million. Comparable RevPAR for all hotels rose to $481, up 5.7%, driven by a 5.7% increase in ADR to $745 with essentially flat occupancy at 64.5%. Comparable Hotel EBITDA climbed to $75.5 million, a 13.7% increase, with margins improving to 35.7%.

The company ended the quarter with $93.4 million in cash and $55.4 million in restricted cash, and net debt to gross assets of 43.4%. It also agreed to sell the 193-room Park Hyatt Beaver Creek for $176 million, representing a 4.6% cap rate on trailing 12‑month net operating income. Management reiterated that no 2026 common dividend policy has been set while an ongoing company sale process could lead to asset sales and distributions of net proceeds after obligations are met.

Braemar Hotels & Resorts Inc. has agreed to sell the 193-room Park Hyatt Beaver Creek Resort & Spa in Colorado for $176 million in cash, or $912,000 per room. The buyer has provided a $6.5 million non-refundable deposit, and closing is expected in the second quarter of 2026, subject to customary conditions.

The company plans to use net proceeds to redeem its outstanding 4.50% Convertible Senior Notes due June 2026 and for general corporate purposes. The price reflects a 5.1% capitalization rate on $9.0 million of hotel net operating income for the twelve months ended December 31, 2025, based on unaudited data.

Braemar Hotels & Resorts Inc. declared monthly and partial quarterly cash dividends for its preferred stock series for April 2026. The Series B 5.5% cumulative convertible preferred dividend is $0.1146 per diluted share and the Series D 8.25% cumulative preferred dividend is $0.17187 per diluted share, each representing one-third of the quarterly amount to be paid on July 15, 2026 to holders of record on June 30, 2026. The Series E redeemable preferred dividend is $0.15625 per share, and the Series M redeemable preferred dividends are $0.17917 per share for certain CUSIPs and $0.17708 per share for the remaining CUSIPs, each payable on May 15, 2026 to stockholders of record on April 30, 2026.

Braemar Hotels & Resorts Inc. disclosed that its external Advisor, Ashford Inc. and Ashford Hospitality Advisors LLC, has elected to extend the term of Braemar’s Fifth Amended and Restated Advisory Agreement.

The Advisor exercised its contractual right under Section 12.2 to add a new ten-year term, running from January 24, 2027 through January 24, 2037. All existing terms, conditions, rights, and obligations under the Advisory Agreement will continue during this extended period, although the parties retain a right under Section 6.6 to renegotiate the Base Fee and Incentive Fee amounts. Related letter agreements from August 26, 2025 and December 22, 2025 remain in effect.

Braemar Hotels & Resorts Inc. reported that independent valuation firm Robert A. Stanger & Co., Inc. issued an opinion on the liquidation value of the company’s non-traded Series E and Series M Redeemable Preferred Stock as of December 31, 2025. Stanger concluded that each series has an estimated liquidation value of $25.00 per share, matching the per-share liquidation preference set out in the applicable articles supplementary.

To reach this conclusion, Stanger reviewed Braemar’s equity value using several approaches, including common stock market capitalization and analyst target prices adjusted for preferred securities, direct capitalization of net operating income, and third-party real estate appraisals. Across these methods, the company’s equity value was found to cover the total liquidation preference of all outstanding preferred securities. Braemar also highlighted that this estimate is unaudited, based on various assumptions, is not a GAAP fair value measure, and could change with future portfolio or market developments.

Braemar Hotels & Resorts Inc. disclosed that its Board declared monthly preferred dividends for March 2026 across all its preferred stock series. The 5.5% Series B Cumulative Convertible Preferred Stock will receive a cash dividend of $0.1146 per diluted share, with three months of dividends totaling $0.3438 to be paid on April 15, 2026 to stockholders of record as of March 30, 2026.

The 8.25% Series D Cumulative Preferred Stock will receive $0.17186 per diluted share, with three months totaling $0.5156, payable on April 15, 2026 to holders of record on March 31, 2026. The Series E Redeemable Preferred Stock will receive $0.15625 per share, and Series M Redeemable Preferred Stock dividends will range from $0.17708 to $0.17917 per share depending on CUSIP, all payable on April 15, 2026 to stockholders of record as of March 31, 2026. As of February 28, 2026, 11,528,242 Series E shares and 1,382,407 Series M shares were issued and outstanding.

Braemar Hotels & Resorts Inc. entered into a Limited Waiver under its Advisory Agreement on March 13, 2026. This waiver lets the company, at its own cost and discretion, grant cash incentive compensation during the first and second fiscal quarters of 2026 to employees and representatives of its external advisor, Ashford Hospitality Advisors and Ashford Inc., without being constrained by certain limits in the existing Advisory Agreement.

The company also adopted two Forms of 2026 Deferred Cash Award, which will govern how specific cash-based incentive awards are structured and paid. These changes focus on compensation arrangements and do not alter the underlying advisory relationship or corporate structure.

Braemar Hotels & Resorts Inc. reports that Deric Eubanks, Chief Financial Officer of the company and related Ashford entities, will terminate employment effective March 31, 2026. Justin Coe, currently Chief Accounting Officer and principal accounting officer, will become the company’s principal financial officer on that date.

Under a Release and Waiver with Ashford Hospitality Advisors, Mr. Eubanks will receive $1,796,000 in 12 monthly installments starting in April 2026, remain eligible for a 2025 cash incentive bonus, and have deferred cash grants totaling $3,316,223 continue to vest. In return, he will provide up to 40 consulting hours per month while those grants vest and receive an additional $200,000 for part‑time transition work through June 30, 2026, while reaffirming non‑competition, non‑solicitation, standstill and non‑disparagement obligations.

Braemar Hotels & Resorts Inc. furnished an investor presentation updating performance through the fourth quarter of 2025. Since its 2013 inception, total assets have grown from $962M to $1.862B, while Hotel EBITDA increased from $78M to $164M and total hotel revenue from $233M to $649M, with the portfolio expanding from 8 to 13 hotels.

For Q4 2025, comparable hotels generated average daily rate of $559, up 5.4% year over year, with occupancy of 60.8%, down versus the prior year, resulting in flat RevPAR of $340. Total hotel revenue was $162.4M, up 1.8%, and comparable Hotel EBITDA was $38.0M, down roughly 1%, with margin at 23.4%.

Resort properties remained the growth engine, with Q4 2025 RevPAR up 4.1% year over year and 37.2% above Q4 2019, while urban RevPAR declined. For the quarter, adjusted funds from operations were $(0.02) per diluted share. Net debt to gross assets was 46.7%, the company invested $23.4M of capex in the quarter and $78M in 2025, and it redeemed about $17.7M of non-traded preferred stock in cash.

Braemar Hotels & Resorts Inc. filed an amended current report to add correspondence related to a previously disclosed board resignation. The company confirms that Babak “Bob” Ghassemieh’s resignation from its Board of Directors became effective on February 20, 2026, as described in an earlier report.

The amendment notes that counsel for Mr. Ghassemieh sent a letter dated February 25, 2026 to the company’s counsel in response to that earlier filing. This letter is now formally included with the report as Exhibit 17.1, providing additional documentation of the circumstances around his departure.

Braemar Hotels & Resorts Inc. reported a challenging but active 2025, with a fourth-quarter net loss attributable to common stockholders of $(46.0) million, or $(0.67) per diluted share, and full-year net loss of $(72.7) million, or $(1.07) per diluted share. AFFO per diluted share was negative $(0.02) for the quarter and $0.28 for the year.

Operationally, comparable fourth-quarter RevPAR was flat, yet comparable total revenue grew 1.8%. Resorts were the standout, with comparable fourth-quarter RevPAR up 4.1% and comparable Hotel EBITDA up 6.0%, helped by strong performances at Four Seasons Scottsdale, Bardessono, Ritz-Carlton Sarasota, and Ritz-Carlton Reserve Dorado Beach. For 2025, comparable total revenue rose 2.8% and comparable Hotel EBITDA increased 3.1%.

The company advanced its strategic repositioning and sale process. It sold The Clancy in San Francisco for $115 million, using approximately $65 million to repay debt and retaining about $44 million of net proceeds. It also redeemed roughly $149 million of non-traded preferred stock and invested about $78 million in 2025 capital expenditures across key renovations, while ending the year with $1.9 billion in total assets, $1.1 billion of loans, and cash and cash equivalents of $124.4 million.

Braemar Hotels & Resorts reported mixed fourth quarter and full-year 2025 results while continuing a formal process to sell the company or its assets. For the fourth quarter, comparable total revenue per available room rose 1.8% to $579, and comparable RevPAR was $340, as a 5.4% increase in average daily rate to $559 offset a 5.2% drop in occupancy to 60.8%. The quarter produced a net loss attributable to common stockholders of $46.0 million, or $(0.67) per diluted share, with adjusted FFO at $(0.02) per diluted share and adjusted EBITDAre of $28.8 million. The company ended the quarter with $124.4 million of cash and cash equivalents, $42.5 million of restricted cash, net debt to gross assets of 46.7%, and invested $23.4 million of capex while redeeming about $17.7 million of non-traded preferred stock.

For full-year 2025, comparable total RevPAR increased 3.1% to $583 and comparable RevPAR rose 1.0% to $347, as ADR increased 3.9% to $538 and occupancy eased 2.7 percentage points to 64.6%. The net loss attributable to common stockholders widened to $72.7 million, or $(1.07) per diluted share, compared with a loss of $50.9 million in 2024, while AFFO per diluted share improved to $0.28 from $0.21. Full-year adjusted EBITDAre was $147.0 million, and comparable hotel EBITDA increased to $164.2 million from $159.3 million, reflecting modest underlying operating growth despite renovations at several properties.

Braemar is actively pursuing strategic alternatives. A special committee of independent directors, advised by Robert W. Baird & Co. Inc., is running a sale process with no set deadline and no assurance of completion. During the quarter, the company sold the 410-room The Clancy in San Francisco for $115 million, bought out the minority joint venture interest in the Capital Hilton for $14.5 million, and completed a strategic repositioning of Cameo Beverly Hills under Hilton’s luxury LXR brand, along with renovations at Hotel Yountville and Park Hyatt Beaver Creek. As of December 31, 2025, Braemar reported total assets of $1.9 billion and $1.1 billion of loans, with a blended average interest rate of 6.7% and the large majority of debt effectively floating-rate.

The board also updated the preferred equity dividend process so all preferred series are treated consistently while the sale process is underway, moving Series B and Series D dividends to a monthly reservation approach in line with Series E and Series M, while keeping their payments quarterly. For common equity, the board has not declared a dividend policy for 2026, citing the ongoing sale process and the possibility that assets may be sold in multiple transactions with net proceeds distributed to shareholders after satisfying other obligations.

Braemar Hotels & Resorts Inc. announced that its Board of Directors declared monthly preferred dividends for February 2026 across several preferred stock series. The 5.5% Series B Cumulative Convertible Preferred Stock will receive a cash dividend of $0.1146 per diluted share, payable on April 15, 2026 to stockholders of record as of March 30, 2026.

The 8.25% Series D Cumulative Preferred Stock will receive $0.17187 per diluted share, also payable on April 15, 2026 to stockholders of record as of March 31, 2026. Series E Redeemable Preferred Stock will receive a monthly cash dividend of $0.15625 per share, payable on March 16, 2026 to stockholders of record as of February 27, 2026.

For Series M Redeemable Preferred Stock, certain CUSIPs (10482B705, 10482B887 and 10482B796) will receive $0.17917 per share, while remaining CUSIPs will receive $0.17708 per share, both payable on March 16, 2026 to stockholders of record as of February 27, 2026. As of January 31, 2026, there were 11,778,269 Series E and 1,388,674 Series M preferred shares outstanding.

Braemar Hotels & Resorts Inc. filed a current report to disclose that it issued a press release on February 2, 2026. The press release announces clarifications about the company’s first quarter preferred dividend declarations and its 2026 common dividend policy. The report also notes that the press release is furnished, not filed, meaning it is not automatically subject to certain liability provisions or incorporated into other securities filings unless specifically referenced.

Braemar Hotels & Resorts Inc. filed a current report describing a company announcement about tax reporting information for its 2025 common and preferred stock dividends. The disclosure is provided under Regulation FD and is furnished rather than filed for liability purposes under the securities laws.

The company included a press release as an exhibit, which contains the detailed tax reporting data investors and shareholders may need for their 2025 dividend reporting. The press release is incorporated by reference only if specifically referenced in other securities filings.

Braemar Hotels & Resorts Inc. reported that its Board of Directors declared January 2026 dividends on multiple preferred stock series, including its 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. These dividends relate to income owed to holders of those preferred shares for that month.

As of December 31, 2025, the Company had 12,027,130 shares of Series E Redeemable Preferred Stock and 1,393,780 shares of Series M Redeemable Preferred Stock issued and outstanding. The details of the dividend declaration were provided in a press release furnished as an exhibit.

Braemar Hotels & Resorts Inc. entered into an amendment to its August 2025 letter agreement with its external advisor, Ashford Inc. and Ashford Hospitality Advisors LLC. The amendment clarifies that a “Company Sale Transaction” is a Company Change of Control under the advisory agreement and confirms that the agreed discounted termination fee of $480 million, plus accrued fees, will be paid to the advisor directly from net sale proceeds ahead of other payments, after any master agreement termination fee. If the company is sold through multiple transactions and one sale does not generate enough proceeds to pay this fee, proceeds from later asset sales will be applied until it is fully paid. The amendment also ties payment of a $25 million master agreement termination fee to certain large asset sales or a stockholder-approved plan of liquidation, after which the advisory agreement may be terminated on 60 days’ notice once all such fees are satisfied.

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.

Braemar Hotels & Resorts Inc. (BHR) filed an 8-K/A (Amendment No. 1) to amend its November 7, 2025 report for the November 6, 2025 event. The amendment adds unaudited pro forma financial information required by Item 9.01(b), furnished as Exhibit 99.1.

The pro forma information covers the Company as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024. The filing lists the exhibit and related Inline XBRL cover page data and is signed by the Chief Financial Officer.

Braemar Hotels & Resorts Inc. furnished an investor presentation under Regulation FD. On November 7, 2025, the company made available its Third Quarter 2025 Investor Presentation, attached as Exhibit 99.1 to an 8-K. The materials are provided for informational purposes and, as stated, shall not be deemed “filed” under Section 18 of the Exchange Act nor incorporated by reference into Securities Act filings unless expressly referenced.

The filing also lists the company’s NYSE-traded securities: common stock (BHR) and preferred stock series B (BHR-PB) and series D (BHR-PD).

Braemar Hotels & Resorts Inc. (BHR) completed an asset sale. On November 6, 2025, the company’s subsidiaries sold The Clancy hotel to Block Nine Owner, LLC for $115 million in cash, subject to customary pro‑rations and adjustments.

Following the closing, Braemar paid down approximately $64.7 million of debt and retained approximately $43.7 million of net proceeds after transfer taxes and transaction costs. The company plans to file any required pro forma financial information by amendment within four business days of closing and issued a press release on November 7, 2025 announcing the transaction.

Braemar Hotels & Resorts Inc. (BHR) furnished a Form 8-K under Regulation FD announcing that it held an earnings conference call for its third quarter ended September 30, 2025. The company attached the Third Quarter 2025 Earnings Conference Call Transcript as Exhibit 99.1.

The call occurred on November 5, 2025. The company states the information in this report and the exhibits is furnished, not filed, and is not incorporated by reference into other filings unless specifically referenced.

Braemar Hotels & Resorts (BHR) filed an 8‑K stating it issued a press release announcing financial results for the third quarter ended September 30, 2025. The release is furnished as Exhibit 99.1. The filing lists the disclosure under Item 2.02 (Results of Operations and Financial Condition) and incorporates it under Item 8.01 (Other Events), with exhibits detailed in Item 9.01.

Braemar Hotels & Resorts Inc. (BHR) announced the resignation of Alex Rose, its Executive Vice President, General Counsel & Secretary. His resignation was tendered on October 14, 2025 and will be effective December 16, 2025.

The company stated the departure was not the result of any disagreement regarding operations, policies, or practices. The report was signed by Chief Financial Officer Deric Eubanks.

Braemar Hotels & Resorts (BHR) announced that its Board declared fourth-quarter 2025 dividends. The dividends apply to common stock, 5.5% Series B Cumulative Convertible Preferred, 8.25% Series D Cumulative Preferred, Series E Redeemable Preferred, and Series M Redeemable Preferred. The company furnished a press release with details as Exhibit 99.1.

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.

Braemar Hotels & Resorts Inc. has agreed to sell The Clancy hotel in San Francisco, California for $115 million in cash. The agreement was signed on October 6, 2025 between the company’s indirect subsidiaries, Ashford San Francisco II LP and Ashford TRS SF LLC, and buyer Block Nine Owner, LLC.

The sale price is subject to customary prorations and adjustments, and the transaction is expected to close in the fourth quarter of 2025, provided standard closing conditions are satisfied. The agreement includes customary terms, covenants, representations, warranties, and indemnities for a hotel sale of this type, and the company notes there is no assurance the sale will be completed on these terms or at all.

Braemar Hotels & Resorts Inc. entered a Letter Agreement with its external advisor, Ashford Inc., related to the Fifth Amended and Restated Advisory Agreement as the Board explores a potential sale of the company. Under the Letter Agreement the Advisor received a $17 million payment upon execution; that payment will be credited against amounts due under the Advisory Agreement if the company does not complete a qualifying sale by July 1, 2028. The definitive sale documentation will require the buyer to assume two master agreements: the master project management agreement with Premier Project Management, LLC and the master hotel management agreement with Remington Lodging & Hospitality, LLC. The special committee and independent directors negotiated that a buyer may instead cancel those Master Agreements by paying an additional $25 million to the Advisor at closing. The filing references the Advisory Agreement (dated April 23, 2018), the August 26, 2025 Letter Agreement, a press release dated August 26, 2025, and an Inline XBRL cover page file as exhibits.

Braemar Hotels & Resorts, Inc. filed an 8-K that lists two exhibits: an agreement dated August 25, 2025 among Braemar and other signatories, and a press release dated August 26, 2025. The filing is signed by Alex Rose, Executive Vice President, General Counsel and Secretary. No financial tables, earnings figures, or transaction values are included in the provided text, and the filing content here consists mainly of the exhibit references and signature block.

Braemar Hotels & Resorts Inc. refinanced the mortgage loan on the Four Seasons Resort Scottsdale at Troon North. The prior loan had a $140 million balance, carried interest at SOFR + 3.75%, and was scheduled to mature in December 2028.

The new non-recourse loan from Aareal Capital Corporation has a $180 million balance and a lower spread of SOFR + 3.00%. It features a three-year initial term with two additional one-year extension options, which are available if certain conditions are satisfied.

Braemar Hotels & Resorts amended a previously filed Current Report to attach unaudited pro forma financial information. The pro forma schedules cover the three months ended March 31, 2025 and the year ended December 31, 2024 and are included as Exhibit 99.1, with an Inline XBRL cover page provided as Exhibit 104. The amendment incorporates that pro forma information by reference into the prior report.