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. 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’ CFO and Treasurer Deric S. Eubanks reported the disposition of 88,747 Performance Stock Units (2023) back to the company. These units were forfeited because certain performance criteria for the 2023 performance award were not met, so no value was realized.
Each performance stock unit had represented the right, upon achieving specified performance-based vesting criteria, to receive up to two shares of Braemar’s common stock. After this filing, Eubanks continues to hold 201,197 Common Partnership Units and 289,999 shares of common stock directly, plus 533 shares held indirectly through his spouse’s IRA.
Stockton Richard J reported disposition transactions in this Form 4 filing.
Braemar Hotels & Resorts CEO and President Richard J. Stockton reported the forfeiture of 176,295 Performance Stock Units (2023) back to the company. The filing states these units were forfeited because certain performance criteria for the 2023 award were not met.
Each performance stock unit represented the right, upon achievement of specified performance-based vesting criteria, to receive up to two shares of common stock. Following these changes, Stockton reports direct ownership of 1,172,083 shares of common stock and indirect ownership of 16,152 shares of Series B Preferred Stock through the RJS Living Trust.
Braemar Hotels & Resorts director Monty J. Bennett reported mostly non-cash changes in indirect equity interests on February 24, 2026. A Texas Yarrow LLC vehicle forfeited 352,950 Performance LTIP Units (2023) after certain performance criteria for that award were not met, resulting in a disposition of those units back to the issuer’s operating partnership.
On the same date, the issuer redeemed 123,477.15 Common Partnership Units held through Ashford Financial Corporation in exchange for 123,477 shares of Braemar common stock on a one-for-one basis, rounding down fractional units. Bennett reports only his pecuniary interest in the Ashford Financial Corporation shares and disclaims any interest in its other Braemar securities.
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.