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. 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.
Braemar Hotels & Resorts Inc. furnished an investor presentation under Regulation FD. On November 7, 2025, the company made available its Third Quarter 2025 Investor Presentation, attached as Exhibit 99.1 to an 8-K. The materials are provided for informational purposes and, as stated, shall not be deemed “filed” under Section 18 of the Exchange Act nor incorporated by reference into Securities Act filings unless expressly referenced.
The filing also lists the company’s NYSE-traded securities: common stock (BHR) and preferred stock series B (BHR-PB) and series D (BHR-PD).
Braemar Hotels & Resorts Inc. (BHR) reported Q3 2025 results. Total hotel revenue was $143,556 with operating income of $29,806. Net income was $4,723, but after preferred dividends and deemed dividends, net loss attributable to common stockholders was $(8,176) or $(0.12) per share.
The quarter included a hotel sale: on August 7, 2025, Braemar sold the Marriott Seattle Waterfront for $145 million, recording a gain of $40,970, shown in “gain on disposition of assets and hotel property.”
Cash and cash equivalents were $116,278 and restricted cash $47,682 at September 30, 2025. Indebtedness, net, was $1,164,671. During 2025, the company refinanced two mortgage loans into a new $363,000 mortgage loan at SOFR + 2.57% and amended other loans, including increasing a Scottsdale facility to $180,000 at SOFR + 3.00%. Common shares outstanding were 68,219,432 as of November 5, 2025.
Braemar Hotels & Resorts Inc. (BHR) completed an asset sale. On November 6, 2025, the company’s subsidiaries sold The Clancy hotel to Block Nine Owner, LLC for $115 million in cash, subject to customary pro‑rations and adjustments.
Following the closing, Braemar paid down approximately $64.7 million of debt and retained approximately $43.7 million of net proceeds after transfer taxes and transaction costs. The company plans to file any required pro forma financial information by amendment within four business days of closing and issued a press release on November 7, 2025 announcing the transaction.
Braemar Hotels & Resorts Inc. (BHR) furnished a Form 8-K under Regulation FD announcing that it held an earnings conference call for its third quarter ended September 30, 2025. The company attached the Third Quarter 2025 Earnings Conference Call Transcript as Exhibit 99.1.
The call occurred on November 5, 2025. The company states the information in this report and the exhibits is furnished, not filed, and is not incorporated by reference into other filings unless specifically referenced.
Braemar Hotels & Resorts (BHR) filed an 8‑K stating it issued a press release announcing financial results for the third quarter ended September 30, 2025. The release is furnished as Exhibit 99.1. The filing lists the disclosure under Item 2.02 (Results of Operations and Financial Condition) and incorporates it under Item 8.01 (Other Events), with exhibits detailed in Item 9.01.
Braemar Hotels & Resorts (BHR) calls its 2025 annual meeting for 9:00 a.m. CT on December 15, 2025 at 14185 Dallas Parkway, Suite 1200, Dallas, TX. Stockholders will vote on nine director nominees, an advisory say-on-pay, and the ratification of BDO USA, P.C. as auditor. The record date is October 20, 2025.
The company highlights resilient luxury lodging trends and notes early-2025 momentum: RevPAR exceeded $400 for the first time, up 4.2% year over year, and Comparable Hotel EBITDA grew 5%. A Special Committee formed in 2024 evaluated strategic alternatives and determined that pursuing a potential sale of the company is the best path to maximize value, with the Board and management focused on achieving the highest outcome for shareholders.
Governance highlights include a majority-independent Board, a separate Chairman and CEO, an empowered Lead Director, proxy access, and the absence of certain Maryland takeover defenses. A Cooperation Agreement led to appointing Bob Ghassemieh to the Board and includes voting and standstill provisions through the 2026 meeting.