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 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.
Braemar Hotels & Resorts Inc. (BHR) reported that investment entities affiliated with Blackwells Capital and managing partner Jason Aintabi have filed a Schedule 13D disclosing a beneficial ownership stake in the company. As of 68,219,432 common shares outstanding on November 5, 2025, the group beneficially owns 3,969,500 shares, or 5.8% of Braemar’s common stock. This total includes 531,000 shares underlying American-style exchange-traded call options with a strike price of $2.50 that expire on December 19, 2025. The filing explains that shares were acquired using proceeds from a Loan Agreement with Braemar’s affiliate, working capital, and personal funds, with approximately $11.54 million spent on the 3,969,500-share position tied to Mr. Aintabi, Vandewater and Blackwells Holding Co. The investors cite their belief that Braemar’s stock and related options were undervalued and reference prior agreements, including a Cooperation Agreement and Share Ownership Agreement, that governed earlier purchases and a withdrawn proxy campaign.
Virtus InfraCap U.S. Preferred Stock ETF, a series of ETFis Series Trust I, filed an amended Schedule 13G reporting beneficial ownership of 484,515 shares of Braemar Hotels & Resorts Inc. 5.50% Series B Cumulative Convertible Preferred Stock, representing 15.74% of this class as of the referenced event date. Infrastructure Capital Advisors, LLC, Jay Hatfield, and InfraCap Equity Income Fund ETF each report beneficial ownership of 0 shares, or 0.0% of the class. The shares reported are held in accounts of Infrastructure Capital Advisors’ clients, and no other client besides the Virtus fund individually owns more than 5% of the Series B preferred. The reporting parties state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Braemar.
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.