8-K
Braemar Hotels & Resorts Inc. (BHR)
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 (dateof earliest event reported): December 5, 2025
BRAEMAR
HOTELS & RESORTS INC.
(Exact name of registrant as specified in itscharter)
| 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 sincelast 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<br>Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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 8.01 OTHER EVENTS.
As previously announced, the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Braemar Hotels & Resorts Inc. (the “Company”) will be held on Monday, December 15, 2025 at 9:00 A.M. Central Time. However, the Annual Meeting will no longer be held at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254 but rather will be held virtually, with attendance via the internet. You will not be able to attend the Annual Meeting in person. The virtual annual meeting is accessible online at www.virtualshareholdermeeting.com/BHR2025.
On December 5, 2025, the Company issued a press release announcing the change to a virtual Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this report. Further information regarding this change to the location and format of the Annual Meeting can be found in the proxy supplement filed by the Company with the Securities and Exchange Commission on December 8, 2025.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of the Company, dated December 5, 2025 |
| 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: December 8, 2025 | By: | /s/ Deric S. Eubanks |
| Deric S. Eubanks | ||
| Chief Financial Officer |
Exhibit 99.1
| NEWS RELEASE | |||
|---|---|---|---|
| Contact: | Deric<br> Eubanks | Allison<br> Beach | Joseph Calabrese |
| --- | --- | --- | --- |
| Chief<br> Financial Officer | Media<br> Contact | Financial Relations Board | |
| (972)<br> 490-9600 | abeach@ashfordinc.com | (212) 827-3772 |
BRAEMARHOTELS & RESORTS SHIFTS 2025 ANNUAL MEETING TO VIRTUAL FORMAT
DALLAS, Dec. 5, 2025 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (the “Company”) today announced that the location of its 2025 Annual Meeting of Stockholders (“Annual Meeting”) will be changed from an in-person meeting to a virtual format via a live online webcast.
As previously announced, the Annual Meeting will be held on Monday, Dec. 15, 2025 at 9:00 a.m. Central time. The annual meeting will no longer be held at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254, but rather will be held virtually, with attendance via the internet only.
The Annual Meeting on Dec. 15, 2025 at 9:00 a.m. Central time is available at: www.virtualshareholdermeeting.com/BHR2025.
The Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended Dec. 31, 2024, including the Company’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024 are available at www.bhrreit.com by clicking the “INVESTOR” tab, then the “FINANCIALS & SEC FILINGS” tab and then the “Annual Meeting Material” link.
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Braemar Hotels & Resorts is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.