[SCHEDULE 13D/A] Braemar Hotels & Resorts Inc. Amended Major Shareholder Report

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SCHEDULE 13D/A

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03/17/2026 - 05:02 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Braemar Hotels & Resorts Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

(CUSIP Number)

Babak (Bob) Ghassemieh
9255 Sunset Blvd., Suite UPH,
West Hollywood, CA, 90069
(310) 503-2503

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, $0.01 par value per share

(b)

Name of Issuer:

Braemar Hotels & Resorts Inc.

(c)

Address of Issuer's Principal Executive Offices:

14185 DALLAS PARKWAY, SUITE 1100, DALLAS, TEXAS , 75254.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated to read as follows: The Shares directly owned by Bob Ghassemieh were purchased with personal funds. The aggregate purchase price of the 25,214.14 Shares directly owned by Bob Ghassemieh is approximately $49,426, excluding brokerage commissions. The Shares directly owned by Fred Ghassemieh were purchased with personal funds. The aggregate purchase price of the 1,615,437 Shares directly owned by Fred Ghassemieh is approximately $4,232,444, excluding brokerage commissions. The Shares directly owned by Alex Ghassemieh were purchased with personal funds. The aggregate purchase price of the 51,110 Shares directly owned by Alex Ghassemieh is approximately $203,417, excluding brokerage commissions. The Shares directly owned by Fataneh Ghassemieh were purchased with personal funds. The aggregate purchase price of the 30,000 Shares directly owned by Fataneh Ghassemieh is approximately $139,200, excluding brokerage commissions. The Shares directly owned by Ali Afshari were purchased with personal funds. The aggregate purchase price of the 30,000 Shares directly owned by Ali Afshari is approximately $133,800, excluding brokerage commissions. The Shares directly owned by Mahyar Amirsaleh were purchased with personal funds. The aggregate purchase price of the 15,000 Shares directly owned by Mahyar Amirsaleh is approximately $87,300, excluding brokerage commissions. The Shares directly owned by Lillian Ghassemieh were purchased with personal funds. The aggregate purchase price of the 15,000 Shares directly owned by Lillian Ghassemieh is approximately $53,700, excluding brokerage commissions. The Shares directly owned by Kambiz Ghassemieh were purchased with personal funds. The aggregate purchase price of the 20,000 Shares directly owned by Kambiz Ghassemieh is approximately $56,093, excluding brokerage commissions. The Shares directly owned by Mahvash Ehsani were purchased with personal funds. The aggregate purchase price of the 6,000 Shares directly owned by Mahvash Ehsani is approximately $34,800, excluding brokerage commissions. The Shares directly owned by Jennifer Gareis were purchased with personal funds. The aggregate purchase price of the 5,735 Shares directly owned by Jennifer Gareis is approximately $17,649, excluding brokerage commissions. The Shares directly owned by Christina Matthias were purchased with personal funds. The aggregate purchase price of the 2,000 Shares directly owned by Christina Matthias is approximately $11,100, excluding brokerage commissions. The Shares directly owned by Eric Ghassemieh were purchased with personal funds. The aggregate purchase price of the 500 Shares directly owned by Eric Ghassemieh is approximately $1,390, excluding brokerage commissions. The Shares directly owned by Gavin Ghassemieh were purchased with personal funds. The aggregate purchase price of the 200 Shares directly owned by Gavin Ghassemieh is approximately $976, excluding brokerage commissions. The Shares directly owned by Sophia Ghassemieh were purchased with personal funds. The aggregate purchase price of the 200 Shares directly owned by Sophia Ghassemieh is approximately $976, excluding brokerage commissions. The Shares purchased by Fred Ghassemieh Children's Trust were purchased with personal funds. The aggregate purchase price of the 254,354 Shares owned directly by Fred Ghassemieh Children's Trust is approximately $1,398,947, excluding brokerage commissions. The Shares purchased by Feridoon Ghassemieh Descendant's Trust were purchased with personal funds. The aggregate purchase price of the 186,374 Shares owned directly by Feridoon Ghassemieh Descendant's Trust is approximately $557,258, excluding brokerage commissions. The Shares purchased by Trust FBO Feridoon Ghassemieh were purchased with personal funds. The aggregate purchase price of the 100,000 Shares owned directly by Trust FBO Feridoon Ghassemieh is approximately $236,000, excluding brokerage commissions. The Shares purchased by Trust FBO Alex Ghassemieh were purchased with personal funds. The aggregate purchase price of the 80,093 Shares owned directly by Trust FBO Alex Ghassemieh is approximately $395,659, excluding brokerage commissions. The Shares purchased by Bob Ghassemieh 2021 Children's Trust were purchased with personal funds. The aggregate purchase price of the 25,000 Shares owned directly by Bob Ghassemieh 2021 Children's Trust is approximately $76,750, excluding brokerage commissions. The Shares purchased by Lillian Ghassemieh 2021 Children's Trust were purchased with personal funds. The aggregate purchase price of the 20,000 Shares owned directly by Lillian Ghassemieh 2021 Children's Trust is approximately $55,200, excluding brokerage commissions. The Shares purchased by Trust FBO Firouzeh Ghassemieh were purchased with personal funds. The aggregate purchase price of the 10,000 Shares owned directly by Trust FBO Firouzeh Ghassemieh is approximately $40,800, excluding brokerage commissions. The Shares purchased by Alpine Lake were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 100,000 Shares owned directly by Alpine Lake is approximately $228,000, excluding brokerage commissions. The Shares purchased by BL PCH were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 20,000 Shares owned directly by BL PCH is approximately $47,800, excluding brokerage commissions. The Shares purchased by Pacific SHG were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 18,301 Shares owned directly by Pacific SHG is approximately $69,543, excluding brokerage commissions. The units of the Operating Partnership (as defined below) held by Morning View Hotels were received in connection with the acquisition of a hotel by the Issuer from Morning View Hotels.

Item 4.

Purpose of Transaction

Item 4 is hereby amended to add the following: On March 13, 2026, the Issuer notified Mr. Bob Ghassemieh that it had filed a lawsuit in the United States District Court for the District of Maryland (the "Issuer Complaint") against the Reporting Persons and certain other third parties. The following description of the Issuer Complaint is qualified in its entirety by reference to the Issuer Complaint, which is attached as Exhibit 99.1 hereto and incorporated herein by reference. The Issuer Complaint alleges, among other things, that the Reporting Persons (i) breached the Cooperation Agreement (as defined and described in Amendment No. 1 to the Schedule 13D) and (ii) violated the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by failing to disclose the formation of a group on a Schedule 13D with a third party. The Issuer Complaint also alleges that Mr. Bob Ghassemieh violated Section 20(a) of the Exchange Act as a controlling person of the third party in connection with certain filings that third party made with the Securities and Exchange Commission. The Issuer seeks injunctive relief and damages. The Reporting Persons believe the allegations set forth in the Issuer Complaint are without merit and intend to defend themselves vigorously. Reference is also made to the Reporting Persons' Amendment No. 2 to the Schedule 13D for disclosure regarding Mr. Bob Ghassemieh's reasons for resigning from the Issuer's board of directors.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon a denominator of (i) 68,679,318 Shares outstanding as of March 9, 2026, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2026, (ii) certain or all of the 8,485 Shares issuable upon the conversion the Series B Preferred stock held by certain of the Reporting Persons, as applicable, and (iii) 2,500,000 Shares issuable upon the conversion of the 2,500,000 units of the Operating Partnership held by Morning View Hotels, as applicable. As of the date hereof: Bob Ghassemieh beneficially owned 2,595,949.14 Shares, consisting of (i) approximately 25,214.14 Shares beneficially owned directly by him, 207 Shares of which are beneficially owned of record (ii) 5,335 Shares beneficially owned directly by Jennifer Gareis (his spouse), including 2,005 Shares which are convertible from 1,500 Shares of Series B Preferred Stock, (iii) 200 Shares beneficially owned directly by Gavin Ghassemieh (his minor child), (iv) 200 Shares beneficially owned directly by Sophia Ghassemieh (his minor child), (v) 25,000 Shares beneficially owned directly by Bob Ghassemieh 2021 Children's Trust, of which he serves as Trustee, (vi) 20,000 Shares beneficially owned directly by Lillian Ghassemieh 2021 Children's Trust, of which he serves as Trustee, (xii) 20,000 Shares beneficially owned directly by BL PCH, where he serves as Manager, and (xiii) 2,500,000 Shares that may be deemed to be beneficially owned by Morning View Hotels, where he serves as Manager, that are issuable upon the conversion of 2,500,000 units of Braemar Hospitality Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), constituting approximately 3.6% of the Shares outstanding. Fred Ghassemieh beneficially owned 2,062,645 Shares, consisting of (i) 1,615,437 Shares beneficially owned directly by him, (ii) 6,480 Shares which are convertible from 4,846 Shares of Series B Preferred Stock, (iii) 254,354 Shares beneficially owned directly by Fred Ghassemieh Children's Trust, of which he serves as Trustee, and (iv) 186,374 Shares beneficially owned directly by Feridoon Ghassemieh Descendant's Trust, of which he serves as Trustee, constituting approximately 3.0% of the Shares outstanding. Alex Ghassemieh beneficially owned 2,569,411 Shares, consisting of (i) 51,110 Shares beneficially owned directly by him, (ii) 18,301 Shares beneficially owned directly by Pacific SHG, where he serves as Manager, and (iii) 2,500,000 Shares that may be deemed to be beneficially owned by Morning View Hotels, where he serves as Manager, that are issuable upon the conversion of 2,500,000 units of the Operation Partnership, constituting approximately 3.6% of the Shares outstanding. Fataneh Ghassemieh beneficially owned directly 30,000 Shares, constituting less than 1% of the Shares outstanding. Ali Afshari beneficially owned directly 30,000 Shares, constituting less than 1% of the Shares outstanding. Mahyar Amirsaleh beneficially owned 115,000 Shares consisting of (i) 15,000 Shares beneficially owned directly by her and (ii) 100,000 Shares beneficially owned directly by Alpine Lake, where she serves as Manager, constituting less than 1% of the Shares outstanding. Lillian Ghassemieh beneficially owned 80,000 Shares, consisting of (i) 15,000 Shares beneficially owned directly by her, (ii) 25,000 Shares beneficially owned directly by Bob Ghassemieh 2021 Children's Trust, of which she serves as Trustee, (iii) 20,000 Shares beneficially owned directly by Lillian Ghassemieh 2021 Children's Trust, of which she serves as Trustee, and (iv) 20,000 Shares beneficially owned directly by BL PCH, where she serves as Manager, constituting less than 1% of the Shares outstanding. Kambiz Ghassemieh beneficially owned directly 20,000 Shares, constituting less than 1% of the Shares outstanding. Mahvash Ehsani beneficially owned directly 6,000 Shares, constituting less than 1% of the Shares outstanding. Jennifer Gareis beneficially owned 5,735 Shares, consisting of (i) 3,330 Shares beneficially owned directly by her, (ii) 2,005 Shares which are issuable upon the conversion of 1,500 Shares of Series B Preferred Stock, (iii) 200 Shares beneficially owned directly by Gavin Ghassemieh (her minor child), and (iv) 200 Shares beneficially owned directly by Sophia Ghassemieh (her minor child), constituting less than 1% of the Shares outstanding. Christina Matthias beneficially owned directly 2,000 Shares, constituting less than 1% of the Shares outstanding. Eric Ghassemieh beneficially owned directly 500 Shares, constituting less than 1% of the Shares outstanding. Gavin Ghassemieh beneficially owned directly 200 Shares, constituting less than 1% of the Shares outstanding. Sophia Ghassemieh beneficially owned directly 200 Shares, constituting less than 1% of the Shares outstanding. Lewis Stanton beneficially owned 190,093 Shares, consisting of (i) 100,000 Shares beneficially owned directly by Trust FBO Feridoon Ghassemieh, of which he serves as Trustee, (ii) 80,093 Shares beneficially owned directly by Trust FBO Alex Ghassemieh, of which he serves as Trustee, and (iii) 10,000 Shares beneficially owned directly by Trust FBO Firouzeh Ghassemieh, of which he serves as Trustee, constituting less than 1% of the Shares outstanding. Farhad Ghassemieh beneficially owned 110,000 Shares, consisting of (i) 100,000 Shares beneficially owned directly by Trust FBO Feridoon Ghassemieh, of which he serves as Trustee, and (ii) 10,000 Shares beneficially owned directly by Trust FBO Firouzeh Ghassemieh, of which he serves as Trustee, constituting less than 1% of the Shares outstanding. Cyrus Amirsaleh beneficially owned the 100,000 Shares beneficially owned directly by Alpine Lake, where he serves as Manager, constituting less than 1% of the Shares outstanding. Fred Ghassemieh Children's Trust beneficially owned directly 254,354 Shares, constituting less than 1% of the Shares outstanding. Feridoon Ghassemieh Descendant's Trust beneficially owned directly 186,374 Shares, constituting less than 1% of the Shares outstanding. Trust FBO Feridoon Ghassemieh beneficially owned directly 100,000 Shares, constituting less than 1% of the Shares outstanding. Trust FBO Alex Ghassemieh beneficially owned directly 80,093 Shares, constituting less than 1% of the Shares outstanding. Bob Ghassemieh 2021 Children's Trust beneficially owned directly 25,000 Shares, constituting less than 1% of the Shares outstanding. Lillian Ghassemieh 2021 Children's Trust beneficially owned directly 20,000 Shares, constituting less than 1% of the Shares outstanding. Trust FBO Firouzeh Ghassemieh beneficially owned directly 10,000 Shares, constituting less than 1% of the Shares outstanding. Alpine Lake beneficially owned directly 100,000 Shares, constituting less than 1% of the Shares outstanding. BL PCH beneficially owned directly 20,000 Shares, constituting less than 1% of the Shares outstanding. Pacific SHG beneficially owned directly 18,301 Shares, constituting less than 1% of the Shares outstanding. Palm Lake GP beneficially owned 100,000 Shares, consisting of the 100,000 Shares beneficially owned directly by Alpine Lake, as its general partner, constituting less than 1% of the Shares outstanding. Morning View Hotels may be deemed to beneficially own the 2,500,000 Shares issuable upon the conversion of the 2,500,000 units of the Operating Partnership, constituting approximately 3.5% of the Shares outstanding. Each of the Reporting Persons may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 5,136,598.14 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 7.2% of the outstanding Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)

Item 5(c) is hereby amended to add the following: Exhibit 1 annexed hereto sets forth all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D. Except as otherwise set forth therein, all of such transactions were effected in the open market.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits: 1 - Transactions in Securities 99.1 - Complaint Filed by the Issuer on March 11, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ghassemieh Babak

Signature:	/s/ Babak Ghassemieh
Name/Title:	Babak Ghassemieh
Date:	03/17/2026

Fred Ghassemieh

Signature:	/s/ Fred Ghassemieh
Name/Title:	Fred Ghassemieh
Date:	03/17/2026

Alex Ghassemieh

Signature:	/s/ Alex Ghassemieh
Name/Title:	Alex Ghassemieh
Date:	03/17/2026

Fataneh Ghassemieh

Signature:	/s/ Fataneh Ghassemieh
Name/Title:	Fataneh Ghassemieh
Date:	03/17/2026

Ali Afshari

Signature:	/s/ Ali Afshari
Name/Title:	Ali Afshari
Date:	03/17/2026

Mahyar Amirsaleh

Signature:	/s/ Mahyar Amirsaleh
Name/Title:	Mahyar Amirsaleh
Date:	03/17/2026

Lillian Ghassemieh

Signature:	/s/ Lillian Ghassemieh
Name/Title:	Lillian Ghassemieh
Date:	03/17/2026

Kambiz Ghassemieh

Signature:	/s/ Kambiz Ghassemieh
Name/Title:	Kambiz Ghassemieh
Date:	03/17/2026

Mahvash Ehsani

Signature:	/s/ Mahvash Ehsani
Name/Title:	Mahvash Ehsani
Date:	03/17/2026

Jennifer Gareis

Signature:	/s/ Jennifer Gareis
Name/Title:	Jennifer Gareis
Date:	03/17/2026

Christina Matthias

Signature:	/s/ Christina Matthias
Name/Title:	Christina Matthias
Date:	03/17/2026

Eric Ghassemieh

Signature:	/s/ Eric Ghassemieh
Name/Title:	Eric Ghassemieh
Date:	03/17/2026

Gavin Ghassemieh

Signature:	/s/ Jennifer Gareis
Name/Title:	Jennifer Gareis, on behalf of minor child Gavin Ghassemieh
Date:	03/17/2026

Sophia Ghassemieh

Signature:	/s/ Jennifer Gareis
Name/Title:	Jennifer Gareis, on behalf of minor child Sophia Ghassemieh
Date:	03/17/2026

Lewis Stanton

Signature:	/s/ Lewis Stanton
Name/Title:	Lewis Stanton
Date:	03/17/2026

Farhad Ghassemieh

Signature:	/s/ Farhad Ghassemieh
Name/Title:	Farhad Ghassemieh
Date:	03/17/2026

Cyrus Amirsaleh

Signature:	/s/ Cyrus Amirsaleh
Name/Title:	Cyrus Amirsaleh
Date:	03/17/2026

Fred Ghassemieh Children's Trust

Signature:	/s/ Fred Ghassemieh
Name/Title:	Fred Ghassemieh, Trustee
Date:	03/17/2026

Feridoon Ghassemieh Descendant's Trust

Signature:	/s/ Fred Ghassemieh
Name/Title:	Fred Ghassemieh, Trustee
Date:	03/17/2026

Trust FBO Feridoon Ghassemieh

Signature:	/s/ Farhad Ghassemieh
Name/Title:	Farhad Ghassemieh, Trustee
Date:	03/17/2026

Trust FBO Alex Ghassemieh

Signature:	/s/ Lewis Stanton
Name/Title:	Lewis Stanton, Trustee
Date:	03/17/2026

Bob Ghassemieh 2021 Children's Trust

Signature:	/s/ Babak Ghassemieh
Name/Title:	Babak Ghassemieh, Trustee
Date:	03/17/2026

Lillian Ghassemieh 2021 Children's Trust

Signature:	/s/ Babak Ghassemieh
Name/Title:	Babak Ghassemieh, Trustee
Date:	03/17/2026

Trust FBO Firouzeh Ghassemieh

Signature:	/s/ Farhad Ghassemieh
Name/Title:	Farhad Ghassemieh, Trustee
Date:	03/17/2026

Alpine Lake Partners, LP

Signature:	/s/ Cyrus Amirsaleh
Name/Title:	Cyrus Amirsaleh, Manager
Date:	03/17/2026

BL PCH LLC

Signature:	/s/ Babak Ghassemieh
Name/Title:	Babak Ghassemieh, Manager
Date:	03/17/2026

Pacific SHG Ventures, LLC

Signature:	/s/ Alex Ghassemieh
Name/Title:	Alex Ghassemieh, Manager
Date:	03/17/2026

Morning View Hotels BH I, LLC

Signature:	/s/ Babak Ghassemieh
Name/Title:	Babak Ghassemieh, Manager
Date:	03/17/2026

Palm Lake GP, LLC

Signature:	/s/ Cyrus Amirsaleh
Name/Title:	Cyrus Amirsaleh, Manager
Date:	03/17/2026

Source: View Original Filing on SEC EDGAR

[SCHEDULE 13D/A] Braemar Hotels & Resorts Inc. Amended Major Shareholder Report

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