| 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 1200, Dallas,
TEXAS
, 75254. |
Item 1 Comment:
The following constitutes Amendment No. 1 to ("Amendment No. 1") to the Schedule 13D originally filed with the SEC on November 18, 2025 (the "Schedule 13D"). This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein. Except as set forth herein, the Schedule 13D is unmodified. All capitalized terms contained herein, but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. |
| Item 2. | Identity and Background |
|
| (a) | No amendment to this Item is being made. |
| (b) | No amendment to this Item is being made. |
| (c) | No amendment to this Item is being made. |
| (d) | No amendment to this Item is being made. |
| (e) | No amendment to this Item is being made. |
| (f) | No amendment to this Item is being made. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The Shares beneficially owned by each of Blackwells Capital, BW Coinvest, Blackwells Holding Co., Vandewater, Blackwells Asset Management and Mr. Aintabi and purchased since the filing of the Schedule 13D were purchased with working capital and personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 765,000 Shares beneficially owned by each of Mr. Aintabi, Vandewater and Blackwells Holding Co. and purchased since the filing of the Schedule 13D is approximately $1,988,231, excluding brokerage commissions. |
| Item 4. | Purpose of Transaction |
| | No amendment to this Item is being made. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The fourth, fifth, sixth and seventh paragraphs of Item 5(a) of the Schedule 13D are hereby superseded by the following paragraphs:
As of the date hereof, Blackwells Capital beneficially owned 1,735,000 Shares, constituting approximately 2.5% of the Shares outstanding.
As of the date hereof, Blackwells Holding Co. beneficially owned 4,735,000 Shares, constituting approximately 6.9% of the Shares outstanding, consisting of (i) 1,735,000 Shares beneficially owned directly by Blackwells Capital, which Blackwells Holding Co., as the sole member of Blackwells Capital, may be deemed to beneficially own, and (ii) the 3,000,000 Shares beneficially owned in the aggregate by Blackwells Asset Management, which Blackwells Holding Co., as the sole member of Blackwells Asset Management, may be deemed to beneficially own.
As of the date hereof, Vandewater beneficially owned 4,735,000 Shares, constituting approximately 6.9% of the Shares outstanding, consisting of 4,735,000 Shares beneficially owned in the aggregate by Blackwells Holding Co., which Vandewater, as the sole member of Blackwells Holding Co., may be deemed to beneficially own.
As of the date hereof, Mr. Aintabi beneficially owned 4,735,000 Shares, constituting approximately 6.9% of the Shares outstanding, consisting of 4,735,000 Shares, which Mr. Aintabi, as owner and managing partner of Vandewater, may be deemed to beneficially own. |
| (b) | Blackwells Capital
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,735,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,735,000
Mr. Aintabi
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,735,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,735,000
BW Coinvest
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,000,000
Blackwells Asset Management
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,000,000
Vandewater
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,735,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,735,000
Blackwells Holding Co.
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,735,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,735,000 |
| (c) | Exhibit 99.2 sets forth all transactions in securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D by the Reporting Persons on November 18, 2025. All such transactions were effected in the open market. |
| (d) | No amendment to this Item is being made. |
| (e) | No amendment to this Item is being made. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The first paragraph of Item 5(a) of the Schedule 13D are hereby superseded by the following paragraph:
As previously disclosed, Mr. Aintabi, Vandewater, Blackwells Holding Co. and Blackwells Capital previously beneficially owned call options for 531,000 Shares with a strike price of $2.50 and which were to expire on December 19, 2025. On November 24, 2025, Blackwells purchased call options for an additional 59,000 Shares with a strike price of $2.50 and which were to expire on December 19, 2025. On December 1, 2025 and December 3, 2025, Blackwells Capital exercised certain of these call options and thereby acquired an aggregate of 25,000 Shares and 565,000 Shares, respectively. On December 8, 2025, Blackwells Capital sold put option contracts for 100,000 Shares with a strike price of $2.50 and which expire on January 16, 2026. |
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1 Joint Filing Agreement, dated November 18, 2025 (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on November 18, 2025)
99.2 Schedule of transactions for Item 5(c) of Schedule 13D
99.3 Loan Agreement, dated July 2, 2024, by and between BW Coinvest I, LLC, Jason Aintabi, Vandewater Holdings, LLC, Blackwells Holding Co. LLC, Blackwells Asset Management LLC and Braemar Hospitality Limited Partnership (incorporated by reference to Exhibit 10.3 to the Current Report on 8-K filed on July 2, 2024)
99.4 Cooperation Agreement, dated July 2, 2024, by and among Braemar Hotels & Resorts, Inc. Ashford Hospitality Trust, Inc., Ashford Inc., Blackwells Capital LLC, Blackwells Onshore I LLC, Blackwells Holding Co. LLC, Vandewater Capital Holdings, LLC, Blackwells Asset Management LLC, BW Coinvest Management I LLC and Jason Aintabi (incorporated by reference to Exhibit 10.1 to the Current Report on 8-K filed on July 2, 2024)
99.5 Share Ownership Agreement, dated July 2, 2024, by and among Braemar Hotels & Resorts Inc., Ashford Hospitality Trust, Inc., Ashford Inc., Blackwells Capital LLC, Blackwells Onshore I LLC, Blackwells Holding Co. LLC, Vandewater Capital Holdings, LLC, Blackwells Asset Management LLC, BW Coinvest Management I LLC and Jason Aintabi (incorporated by reference to Exhibit 10.2 to the Current Report on 8-K filed on July 2, 2024) |
