[Form 3] Braemar Hotels & Resorts Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. (BHR) Form 3 filed by director Babak (Bob) Ghassemieh discloses his initial ownership stake and related indirect interests. He directly holds 45,207 shares of common stock and reports indirect interests including 3,330 shares via spouse, 200 via son, 200 via daughter, 25,000 via the Bob Ghassemieh 2021 Children\'s Trust, 20,000 via the Lillian Ghassemieh 2021 Children\'s Trust, and 20,000 via BL PCH LLC. He also reports beneficial interests in 2,005 common shares underlying Series B preferred and 2,500,000 common partnership units held indirectly through Morning View Hotels BH I, LLC.

Positive

• Complete disclosure of direct ownership: 45,207 shares of common stock reported directly by the director
• Clear reporting of indirect interests: family trusts, spouse, children, and LLC positions are itemized
• Conversion mechanics disclosed: Series B preferred conversion price and partnership unit conversion ratio are specified

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director filed required Form 3 disclosing direct and multiple indirect holdings, including partnership units and convertible preferred exposure.

The filing is a routine initial Section 16 disclosure by a newly reportable insider. It lists direct ownership of 45,207 common shares and several indirect holdings through family trusts, an LLC, and a manager role. Notable items are the 2,005 shares underlying Series B preferred stock and 2,500,000 common partnership units held via an LLC, both of which could convert or be redeemable into common stock under specified terms. Disclaimers clarify limited pecuniary interest and managerial relationships; no transactions or changes in control are reported.

Securities Analyst

TL;DR: The disclosure documents holdings and conversion features but does not report purchases, sales, or material transfers.

From an investor-impact perspective, this Form 3 supplies ownership detail and conversion mechanics: Series B preferred converts at a specified rate (liquidation preference $25.00 divided by conversion rate 1.3372) and partnership units convert on a 1-for-1 basis into common stock. The filing is informational; it does not announce any transactions, compensation grants, or material corporate events that would immediately affect valuation.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Ghassemieh Babak

(Last) (First) (Middle)

9255 SUNSET BLVD

SUITE UPPER PENTHOUSE

(Street)

WEST HOLLYWOOD CA 90069

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2025

3. Issuer Name and Ticker or Trading Symbol
Braemar Hotels & Resorts Inc. [ BHR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	45,207	D
Common Stock	3,330	I	By Spouse
Common Stock	200	I	By Son
Common Stock	200	I	By Daughter
Common Stock	25,000	I	By Bob Ghassemieh 2021 Children's Trust(1)
Common Stock	20,000	I	By Lillian Ghassemieh 2021 Children's Trust(2)
Common Stock	20,000	I	By BL PCH LLC(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(4)	(4)	Common Stock	2,005(4)	$18.7(4)	I	By Spouse
Common Partnership Units	(5)	(5)	Common Stock	2,500,000(5)	$0(5)	I	By Morning View Hotels BH I, LLC(6)

Explanation of Responses:

1. Babak (Bob) Ghassemieh is a trustee of the Bob Ghassemieh 2021 Children's Trust.

2. Mr. Ghassemieh is a trustee of the Lillian Ghassemieh 2021 Children's Trust. Mr. Ghassemieh does not have a pecuniary interest in the securities held by the Lillian Ghassemieh 2021 Children's Trust.

3. Shares of Common Stock owned directly by BL PCH LLC ("BL PCH"). As Manager of BL PCH, Mr. Ghassemieh may be deemed to beneficially own the shares of Common Stock owned directly by BL PCH. Mr. Ghassemieh disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

4. The 5.50% Series B Cumulative Convertible Preferred Stock of the Issuer ("Series B Preferred Stock") is convertible at any time at a conversion price equal to the liquidation preference of a share of Series B Preferred Stock, $25.00 per share, divided by the conversion rate, 1.3372 (subject to adjustment). The Series B Preferred Stock does not have an expiration date.

5. The Common Limited Partnership Units in Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Common Partnership Units"), are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's Common Stock on a 1-for-1 basis. The Common Partnership Units do not have an expiration date.

6. Common Partnership Units owned directly by Morning View Hotels BH I, LLC ("Morning View Hotels"). As Manager of Morning View Hotels, Mr. Ghassemieh may be deemed to beneficially own the Common Partnership Units owned directly by Morning View Hotels. Mr. Ghassemieh disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	/s/ Babak Ghassemieh	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Babak (Bob) Ghassemieh report on Form 3 for BHR?

He reported direct ownership of 45,207 common shares and multiple indirect interests including 3,330 shares by spouse and 2,500,000 common partnership units held via Morning View Hotels BH I, LLC.

Does the Form 3 show any recent purchases or sales by the reporting person?

No. This Form 3 is an initial statement of beneficial ownership and does not list any transactions or changes in holdings.

What are the convertible securities disclosed on the Form 3?

Series B Preferred Stock convertible into common stock (conversion price based on $25 liquidation preference divided by conversion rate 1.3372) and Common Partnership Units redeemable or convertible into common stock on a 1-for-1 basis.

Are any ownership interests disclaimed in the filing?

Yes. Mr. Ghassemieh disclaims beneficial ownership of shares held by certain trusts and LLCs except to the extent of his pecuniary interest, and notes no pecuniary interest in the Lillian Ghassemieh 2021 Children\\'s Trust.

What is the filing date and effective event date reported?

Date of event requiring statement: 08/25/2025 and the Form 3 is signed on 09/04/2025.