Braemar Hotels & Resorts (BHR): Zazove group discloses 7.59% ownership stake

Rhea-AI Filing Summary

Zazove Associates, LLC, Zazove Associates, Inc., and Gene T. Pretti report beneficial ownership of 5,210,486 shares of Braemar Hotels & Resorts Inc. common stock on this amended Schedule 13G, representing 7.59% of the class as of June 30, 2026.

The Reporting Persons state they have sole voting and dispositive power over these 5,210,486 shares and no shared voting or dispositive power. Zazove Associates, LLC is a registered investment adviser with discretionary authority over client accounts holding the securities, and no single client account holds more than 5% of any class of Braemar’s equity securities.

Key Figures

Shares beneficially owned: 5,210,486 shares Percent of class: 7.59% Sole voting power: 5,210,486 shares +3 more

6 metrics

Shares beneficially owned 5,210,486 shares Braemar Hotels & Resorts Inc. common stock beneficially owned by the Reporting Persons

Percent of class 7.59% Portion of Braemar Hotels & Resorts Inc. common stock class beneficially owned

Sole voting power 5,210,486 shares Shares over which the Reporting Persons have sole power to vote or direct the vote

Sole dispositive power 5,210,486 shares Shares over which the Reporting Persons have sole power to dispose or direct disposition

Amendment number Amendment No. 5 This filing is the fifth amendment to the Schedule 13G

Reporting date reference 06/30/2026 Date referenced in connection with the reported ownership

Key Terms

beneficially owned, sole dispositive power, Investment Advisors Act of 1940, discretionary authority, +1 more

5 terms

beneficially owned financial

"Item 4. | Ownership (a) | Amount beneficially owned: 5210486"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power financial

"(iii) Sole power to dispose or to direct the disposition of: 5210486"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Investment Advisors Act of 1940 regulatory

"registered as an investment advisor under Section 203 of the Investment Advisors Act of 1940"

discretionary authority financial

"has discretionary authority with regard to certain accounts that hold the Convertible Securities"

percent of class financial

"(b) | Percent of class: 7.59%"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

How many Braemar Hotels & Resorts (BHR) shares do the Reporting Persons beneficially own?

The Reporting Persons beneficially own 5,210,486 shares of Braemar Hotels & Resorts Inc. common stock. This stake reflects the aggregate position over which they report sole voting and dispositive power under Schedule 13G/A.

What percentage of Braemar Hotels & Resorts (BHR) does Zazove report owning?

The Reporting Persons report beneficial ownership of 7.59% of Braemar Hotels & Resorts Inc.’s common stock. This percentage is based on 5,210,486 shares over the issuer’s outstanding common shares as of the reporting date.

Who are the Reporting Persons in the Braemar Hotels & Resorts (BHR) Schedule 13G/A?

The filing is submitted by Zazove Associates, LLC, Zazove Associates, Inc., and Gene T. Pretti. These parties are collectively referred to as the Reporting Persons and jointly report beneficial ownership of Braemar’s common stock.

Do the Reporting Persons have sole or shared voting power over BHR shares?

The Reporting Persons report sole power to vote or direct the vote over 5,210,486 shares and sole power to dispose or direct the disposition of the same number. They report no shared voting or dispositive power.

Are any individual client accounts above 5% ownership in Braemar Hotels & Resorts (BHR)?

No. The filing states that no single account advised by Zazove Associates, LLC has more than a 5% interest in any class of Braemar’s equity securities, despite the adviser’s aggregate 7.59% beneficial ownership.

What is Zazove Associates, LLC’s role regarding BHR securities?

Zazove Associates, LLC is registered as an investment adviser under the Investment Advisors Act of 1940 and has discretionary authority over certain client accounts that hold the Braemar-related securities reported in this Schedule 13G/A.

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Available on EDGAR 08/14/2026 - 08:06 PM Accepted by SEC EDGAR 08/14/2026 - 08:06 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Braemar Hotels & Resorts Inc.

(Name of Issuer)

common stock

(Title of Class of Securities)

10482B101

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 10482B101

1

Names of Reporting Persons

ZAZOVE ASSOCIATES LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,210,486.00
6	Shared Voting Power
7	Sole Dispositive Power 5,210,486.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,210,486.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.6 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 10482B101

1

Names of Reporting Persons

Zazove Associates, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,210,486.00
6	Shared Voting Power
7	Sole Dispositive Power 5,210,486.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,210,486.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.6 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP Number(s): 10482B101

1

Names of Reporting Persons

Gene T. Pretti

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,210,486.00
6	Shared Voting Power
7	Sole Dispositive Power 5,210,486.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,210,486.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.6 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Braemar Hotels & Resorts Inc.
(b)	Address of issuer's principal executive offices: 14185 DALLAS PARKWAY, SUITE 1100, DALLAS, TEXAS, 75254
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed by Zazove Associates, LLC, a Delaware limited liability company; Zazove Associates, Inc., an Illinois corporation and Gene T. Pretti (referred to collectively as the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: The principal address of the Reporting Persons is 1001 Tahoe Blvd., Incline Village, NV 89451
(c)	Citizenship: Zazove Associates, LLC is organized under the laws of Delaware. Zazove Associates, Inc. is organized under the laws of Illinois. Gene T. Pretti is a citizen of the United States.
(d)	Title of class of securities: common stock
(e)	CUSIP No.: 10482B101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 5210486
(b)	Percent of class: 7.59%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 5210486
	(ii) Shared power to vote or to direct the vote:
	(iii) Sole power to dispose or to direct the disposition of: 5210486
	(iv) Shared power to dispose or to direct the disposition of:
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Zazove Associates, LLC is registered as an investment advisor under Section 203 of the Investment Advisors Act of 1940 (15 USC 80b-3) and has discretionary authority with regard to certain accounts that hold the Convertible Securities. No single account has a more than 5% interest of any class of the Issuer's equity securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

ZAZOVE ASSOCIATES LLC

Signature:	Lamiaa Dukaj
Name/Title:	CCO
Date:	08/14/2026

Zazove Associates, Inc.

Signature:	Robert Ryan Shelby
Name/Title:	Secretary
Date:	08/14/2026

Gene T. Pretti

Signature:	Gene T. Pretti
Name/Title:	Self
Date:	08/14/2026