8-K/A - BHR - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): February 20, 2026

BRAEMAR HOTELS & RESORTS INC.

(Exact name of registrant as specified in its charter)

Maryland	001-35972	46-2488594
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS employer identification number)
14185 Dallas Parkway
Suite 1200
Dallas
Texas		75254
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
Common Stock	BHR	New York Stock Exchange
Preferred Stock, Series B	BHR-PB	New York Stock Exchange
Preferred Stock, Series D	BHR-PD	New York Stock Exchange

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

As previously disclosed by Braemar Hotels & Resorts Inc. (the “Company”) in the Company’s Current Report on Form 8-K filed on February 25, 2026 (the “Original Report”), Babak “Bob” Ghassemieh’s resignation from the Board of Directors of the Company became effective on February 20, 2026.

Counsel, acting on behalf of the Company, provided a copy of the Original Report to counsel for Mr. Ghassemieh, and in response to such filing, counsel, acting on behalf of Mr. Ghassemieh, submitted a letter dated February 25, 2026, to the Company’s counsel.

A copy of Mr. Ghassemieh’s letter is included as Exhibit 17.1 to this Form 8-K/A.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number Description

17.1 Letter from Mr. Ghassemieh, dated February 25, 2026

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURE

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: February 27, 2026	By:	/s/ Jim Plohg
		Jim Plohg
		Executive Vice President, General Counsel & Secretary

bhr-letter22526

EMAIL: AWARD@OLSHANLAW.COM DIRECT DIAL: 212.451.2368 February 25, 2026 VIA EMAIL Richard Brand White & Case LLP 1221 Avenue of the Americas New York, NY 10020 Re: Braemar Hotels & Resorts, Inc. (the “Company”) Dear Richard: We write on behalf of Babak (Bob) Ghassemieh regarding the Company’s disclosure under Item 5.02 of its Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 25, 2026. In addition to the objections to the Company’s assertions that we expressed in our February 23, 2026 letter, we note the following point of clarification and disagreement with the Company. The fact that Mr. Ghassemieh was not a member of any standing committee of the Company’s board of directors (the “Board”) or the Special Committee formed to explore strategic alternatives was not by choice. Mr. Ghassemieh made multiple requests to be appointed to a standing committee or the Special Committee, but the Board refused to appoint him to any committee. We further note that Mr. Ghassemieh requested but was not invited to attend any meetings of the committees of the Board as an observer. Mr. Ghassemieh believes that this was in conflict with the meeting attendance policy in the Company’s Corporate Governance Guidelines. Sincerely, Adrienne M. Ward Cc: Glenn M. Kurtz, Esq. Andrew Freedman, Esq. Lori Marks-Esterman, Esq. Dorothy Sluszka, Esq. Bob Ghassemieh