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): December 5, 2025

 

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 14a-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 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