Welcome to our dedicated page for Braemar Hotels & Resorts SEC filings (Ticker: BHR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Braemar Hotels & Resorts Inc. filings document the regulatory record of a Maryland REIT that owns luxury hotel and resort assets and reports as a public company with NYSE-listed common stock and listed Series B and Series D preferred stock. Its Form 8-K filings include operating and financial results, hotel performance metrics, Regulation FD dividend releases, material agreements, and other event disclosures.
The filing record also covers the externally advised structure involving Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC. Disclosures address the advisory agreement, preferred-stock dividend treatment across Series B, Series D, Series E, and Series M securities, liquidation-value reporting for non-traded redeemable preferred stock, governance matters, officer-transition reporting, exhibits, and Inline XBRL cover-page data.
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. investors filed Amendment No. 2 to their Schedule 13D updating ownership and governance developments. The filing shows a coordinated group of reporting persons that may be deemed to beneficially own 5,156,598.14 common shares, or approximately 7.3% of Braemar’s outstanding stock, based on 68,219,432 shares outstanding as of November 5, 2025 plus certain convertible securities.
The amendment details individual and trust holdings, including 2,500,000 shares issuable upon conversion of Operating Partnership units held by Morning View Hotels and Series B preferred stock holdings. It also discloses that issuer counsel sent Bob Ghassemieh a letter alleging policy and Cooperation Agreement breaches; he denies the allegations and has resigned from the board, citing his fiduciary duties. The filing states there were no transactions by the reporting persons in the issuer’s securities during the past 60 days.
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.
Infrastructure Capital Advisors, LLC, Virtus InfraCap U.S. Preferred Stock ETF and Jay Hatfield report their holdings in Braemar Hotels & Resorts Inc. 5.50% Series B Cumulative Convertible Preferred Stock. The Virtus InfraCap U.S. Preferred Stock ETF beneficially owns 543,025 shares, representing 17.64% of this preferred class, with shared voting and dispositive power over those shares. Infrastructure Capital Advisors and Jay Hatfield each report zero beneficial ownership. The securities are described as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Braemar.
Zazove Associates, an investment manager holding common equity in Braemar Hotels & Resorts Inc., has written to the Board about the economics and governance of Braemar’s external management arrangements during its ongoing strategic review.
The letter notes that advisory and related fees paid to Ashford Inc. and affiliates were approximately $30.5 million in 2024, $31.1 million in 2023, and $28.8 million in 2022, while publicly reported termination amounts total about $480 million for these arrangements plus $25 million payable to Remington Hospitality. Zazove states this appears high versus customary structures at comparable externally managed REITs and may influence potential counterparties’ valuation of Braemar in a change-of-control scenario.
Zazove requests more detailed disclosure on how the independent directors evaluated these termination economics, how fees were selected for termination protection, what role independent advisors played, and what alternatives and renewal or renegotiation options were considered. The firm frames its outreach as constructive, seeking greater transparency and clarity to help shareholders assess how the Board is handling its fiduciary responsibilities in the strategic review.
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.
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.