Braemar Hotels & Resorts Inc SEC Filings

Brancous LP1, a significant shareholder of Braemar Hotels & Resorts, has published an exempt solicitation letter challenging the company’s management termination framework. The letter focuses on termination payments of approximately $480 million to Ashford Inc. and $25 million to Remington Hospitality approved by the board.

The shareholder contends these amounts were calculated by capitalizing not only long-term advisory fees but also various short-term, replaceable service fees from Ashford-affiliated subsidiaries, which it argues should not receive long-term termination protection. It urges independent directors to limit termination economics to the core advisory agreement as the Ashford contract approaches its potential ten‑year extension decision in 2026.

Brancous LP1 states that Braemar’s shares trade at roughly 30% of its estimated net asset value and links this discount to the current termination structure. It argues that if termination obligations were reduced to around $150 million, shareholders could potentially realize up to $9.00 per common share through transactions and distributions, framing this as a key consideration in the ongoing strategic sale process.

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. executive vice president, general counsel and secretary filed an amended insider ownership report to correct previously disclosed holdings. The amendment adds 4,564.4 Common Limited Partnership Units in Braemar Hospitality Limited Partnership, the company’s operating subsidiary, that were inadvertently omitted from the original filing.

These Common Partnership Units are redeemable for cash or, at Braemar’s option, convertible into shares of Braemar common stock on a 1-for-1 basis and do not have an expiration date. The change is an administrative correction to reflect the correct number of securities beneficially owned as of the reported event date.

Blackwells Capital and affiliates have updated their ownership in Braemar Hotels & Resorts Inc. through an amended Schedule 13D filing. The group, led by Jason Aintabi, now reports beneficial ownership of 4,735,000 shares of Braemar common stock, which is approximately 6.9% of the shares outstanding based on 68,219,432 shares as of November 5, 2025. These shares are held through several related entities, including Blackwells Capital, BW Coinvest, Blackwells Asset Management, Vandewater Capital Holdings and Blackwells Holding Co.

The filing notes that 765,000 shares purchased since the prior filing were acquired in open market transactions for an aggregate purchase price of about $1,988,231, funded with working capital and personal funds that may include margin loans. The group also discloses options activity: previously held call options on 531,000 shares at a $2.50 strike price expiring December 19, 2025, additional call options on 59,000 shares with the same terms, exercises of call options to acquire 25,000 and 565,000 shares on specific December 2025 dates, and the sale of put option contracts on 100,000 shares with a $2.50 strike expiring January 16, 2026.

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. executive officer Jim Plohg, who serves as Executive Vice President, General Counsel and Secretary, reported his initial ownership in the company. He directly holds 17,474 shares of common stock. He also reports holdings of Series B Preferred Stock in several forms: 201 shares directly, 498 shares indirectly through JKP Ventures LLC, 1,851 shares through a retirement account, 2,550 shares through his spouse's retirement account, and additional 300-share positions held in each of three minor children's retirement accounts. The filing is made as a single-reporting-person statement of beneficial ownership.

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.