BHR 8-K
Braemar Hotels & Resorts Inc. (BHR)
8-K
2025-01-13
For: 2025-01-13
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): January 13, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS employer identification number) | ||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||
Registrant’s telephone number, including area code: (972 ) 490-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
ITEM 7.01 REGULATION FD DISCLOSURE.
On January 13, 2025, Braemar Hotels & Resorts Inc. (the “Company”) issued a press release announcing that its Board of Directors (the “Board”) declared a quarterly cash dividend of $0.05 per diluted share for the Company’s common stock for the first quarter ending March 31, 2025. This dividend, which equates to an annual rate of $0.20 per share, is payable on April 15, 2025, to stockholders of record as of March 31, 2025.
The Board declared a quarterly cash dividend for the first quarter ending March 31, 2025, of $0.3438 per diluted share, for the Company’s 5.5% Series B Cumulative Convertible Preferred Stock. This dividend is payable on April 15, 2025, to stockholders of record as of March 28, 2025.
The Board declared a quarterly cash dividend for the first quarter ending March 31, 2025, of $0.5156 per diluted share, for the Company’s 8.25% Series D Cumulative Preferred Stock. This dividend is payable on April 15, 2025, to stockholders of record as of March 31, 2025.
The Board declared a monthly cash dividend for all CUSIPs of the Company’s Series E Redeemable Preferred Stock, payable as follows: $0.15625 per share will be paid on February 18, 2025, to stockholders of record as of January 31, 2025; $0.15625 per share will be paid on March 17, 2025 to stockholders of record as of February 28, 2025; and $0.15625 per share will be paid on April 15, 2025 to stockholders of record as of March 31, 2025.
The Board declared a monthly cash dividend for CUSIPs 10482B705, 10482B887 and 10482B796 of the Company’s Series M Redeemable Preferred Stock payable as follows: $0.17708 per share will be paid on February 18, 2025 to stockholders of record as of January 31, 2025; $0.17708 per share will be paid on March 17, 2025 to stockholders of record as of February 28, 2025; and $0.17708 per share will be paid on April 15, 2025 to stockholders of record as of March 31, 2025.
The Board declared a monthly cash dividend for all remaining CUSIPs of the Company’s Series M Redeemable Preferred Stock payable as follows: $0.17500 per share will be paid on February 17, 2025 to stockholders of record as of January 31, 2025; $0.17500 per share will be paid on March 17, 2025 to stockholders of record as of February 28, 2025; and $0.17500 per share will be paid on April 15, 2025 to stockholders of record as of March 31, 2025.
As of December 31, 2024, there were 14,910,521 shares of the Company’s Series E Redeemable Preferred Stock and 1,476,621 shares of the Company’s Series M Redeemable Preferred Stock issued and outstanding.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number Exhibit Description
99.1 Press Release of the Company, dated January 13, 2025, furnished under Item 7.01, announcing the declaration of dividends
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRAEMAR HOTELS & RESORTS INC. | ||||||||
| Dated: January 13, 2025 | By: | /s/ Alex Rose | ||||||
| Alex Rose | ||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||
EXHIBIT 99.1
NEWS RELEASE
| Contact: | Deric Eubanks | Laken Avonne Rapier | Joseph Calabrese | ||||||||
| Chief Financial Officer | Media Contact | Financial Relations Board | |||||||||
| (972) 490-9600 | [email protected] | (212) 827-3772 | |||||||||
BRAEMAR HOTELS & RESORTS DECLARES
DIVIDENDS FOR THE FIRST QUARTER OF 2025
DALLAS – January 13, 2025 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today that its Board of Directors (the “Board”) declared a quarterly cash dividend of $0.05 per diluted share for the Company’s common stock for the first quarter ending March 31, 2025. This dividend, which equates to an annual rate of $0.20 per share, is payable on April 15, 2025, to stockholders of record as of March 31, 2025.
The Board declared a quarterly cash dividend for the first quarter ending March 31, 2025, of $0.3438 per diluted share, for the Company’s 5.5% Series B Cumulative Convertible Preferred Stock. This dividend is payable on April 15, 2025, to stockholders of record as of March 28, 2025.
The Board declared a quarterly cash dividend for the first quarter ending March 31, 2025, of $0.5156 per diluted share, for the Company’s 8.25% Series D Cumulative Preferred Stock. This dividend is payable on April 15, 2025, to stockholders of record as of March 31, 2025.
The Board declared a monthly cash dividend for all CUSIPs of the Company’s Series E Redeemable Preferred Stock, payable as follows: $0.15625 per share will be paid on February 18, 2025, to stockholders of record as of January 31, 2025; $0.15625 per share will be paid on March 17, 2025 to stockholders of record as of February 28, 2025; and $0.15625 per share will be paid on April 15, 2025 to stockholders of record as of March 31, 2025.
The Board declared a monthly cash dividend for CUSIPs 10482B705, 10482B887 and 10482B796 of the Company’s Series M Redeemable Preferred Stock payable as follows: $0.17708 per share will be paid on February 18, 2025 to stockholders of record as of January 31, 2025; $0.17708 per share will be paid on March 17, 2025 to stockholders of record as of February 28, 2025; and $0.17708 per share will be paid on April 15, 2025 to stockholders of record as of March 31, 2025.
The Board declared a monthly cash dividend for all remaining CUSIPs of the Company’s Series M Redeemable Preferred Stock payable as follows: $0.17500 per share will be paid on February 17, 2025 to stockholders of record as of January 31, 2025; $0.17500 per share will be paid on March 17, 2025 to stockholders of record as of February 28, 2025; and $0.17500 per share will be paid on April 15, 2025 to stockholders of record as of March 31, 2025.
As of December 31, 2024, there were 14,910,521 shares of the Company’s Series E Redeemable Preferred Stock and 1,476,621 shares of the Company’s Series M Redeemable Preferred Stock issued and outstanding.
* * * * *
Braemar Hotels & Resorts is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.
Forward-Looking Statements
Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Braemar’s control.
These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; risks associated with our ability to effectuate our dividend policy, including factors such as operating results and the economic outlook influencing our board’s decision whether to pay further dividends at levels previously disclosed or to use available cash to pay dividends; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Braemar’s filings with the Securities and Exchange Commission.
The forward-looking statements included in this press release are only made as of the date of this press release. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.