0001574085false00015740852024-01-082024-01-080001574085us-gaap:CommonStockMember2024-01-082024-01-080001574085us-gaap:SeriesBPreferredStockMember2024-01-082024-01-080001574085us-gaap:SeriesDPreferredStockMember2024-01-082024-01-08

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 8, 2024

BRAEMAR HOTELS & RESORTS INC.
(Exact name of registrant as specified in its charter)


Maryland001-3597246-2488594
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway
Suite 1200
Dallas
Texas75254
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockBHRNew York Stock Exchange
Preferred Stock, Series BBHR-PBNew York Stock Exchange
Preferred Stock, Series DBHR-PDNew York Stock Exchange


ITEM 7.01     REGULATION FD DISCLOSURE.

On January 8, 2024, Braemar Hotels & Resorts Inc. (the “Company”) issued a press release announcing that its board of directors:

a) declared a quarterly cash dividend of $0.05 per diluted share for the Company’s common stock for the first quarter ending March 31, 2024. This dividend is payable on April 15, 2024, to stockholders of record as of March 28, 2024;

b) declared a quarterly cash dividend for the first quarter ending March 31, 2024, 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, 2024, to stockholders of record as of March 28, 2024;

c) declared a quarterly cash dividend for the first quarter ending March 31, 2024, of $0.5156 per diluted share, for the Company’s 8.25% Series D Cumulative Preferred Stock. This dividend is payable on April 15, 2024, to stockholders of record as of March 28, 2024;

d) declared a monthly cash dividend for the Company’s Series E Redeemable Preferred Stock equal to a quarterly rate of $0.46875 per share, payable as follows: $0.15625 per share will be paid on February 15, 2024 to stockholders of record as of January 31, 2024; $0.15625 per share will be paid on March 15, 2024 to stockholders of record as of February 29, 2024; and $0.15625 per share will be paid on April 15, 2024, to stockholders of record as of March 28, 2024;

e) declared a monthly cash dividend for CUSIPs 10482B705, 10482B887 and 10482B796 of the Company’s Series M Redeemable Preferred Stock equal to a quarterly rate of $0.52500 per share, payable as follows: $0.17500 per share will be paid on February 15, 2024 to stockholders of record as of January 31, 2024; $0.17500 per share will be paid on March 15, 2024 to stockholders of record as of February 29, 2024; and $0.17500 per share will be paid on April 15, 2024, to stockholders of record as of March 28, 2024; and

f) declared a monthly cash dividend for all remaining CUSIPs of the Company’s Series M Redeemable Preferred Stock equal to a quarterly rate of $0.51875 per share, payable as follows: $0.17292 per share will be paid on February 15, 2024 to stockholders of record as of January 31, 2024; $0.17292 per share will be paid on March 15, 2024 to stockholders of record as of February 29, 2024; and $0.17292 per share will be paid on April 15, 2024, to stockholders of record as of March 28, 2024.

As of December 31, 2023, there were 16,316,314 shares of the Company’s Series E Redeemable Preferred Stock and 1,832,805 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

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 8, 2024By:/s/ Alex Rose
Alex Rose
Executive Vice President, General Counsel & Secretary




EXHIBIT 99.1
braemarlogoa40a.jpg    
NEWS RELEASE

Contact:Deric EubanksJordan JenningsJoseph Calabrese
Chief Financial OfficerInvestor RelationsFinancial Relations Board
(972) 490-9600(972) 778-9487(212) 827-3772


BRAEMAR HOTELS & RESORTS DECLARES
DIVIDENDS FOR THE FIRST QUARTER OF 2024

DALLAS, January 8, 2024 – 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, 2024. This dividend, which equates to an annual rate of $0.20 per share, is payable on April 15, 2024, to stockholders of record as of March 28, 2024.
The Board declared a quarterly cash dividend for the first quarter ending March 31, 2024, 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, 2024, to stockholders of record as of March 28, 2024.
The Board declared a quarterly cash dividend for the first quarter ending March 31, 2024, of $0.5156 per diluted share, for the Company’s 8.25% Series D Cumulative Preferred Stock. This dividend is payable on April 15, 2024, to stockholders of record as of March 28, 2024.
The Board declared a monthly cash dividend for the Company’s Series E Redeemable Preferred Stock equal to a quarterly rate of $0.46875 per share, payable as follows: $0.15625 per share will be paid on February 15, 2024, to stockholders of record as of January 31, 2024; $0.15625 per share will be paid on March 15, 2024 to stockholders of record as of February 29, 2024; and $0.15625 per share will be paid on April 15, 2024 to stockholders of record as of March 28, 2024.


The Board declared a monthly cash dividend for CUSIPs 10482B705, 10482B887 and 10482B796 of the Company’s Series M Redeemable Preferred Stock equal to a quarterly rate of $0.52500 per share, payable as follows: $0.17500 per share will be paid on February 15, 2024 to stockholders of record as of January 31, 2024; $0.17500 per share will be paid on March 15, 2024 to stockholders of record as of February 29, 2024; and $0.17500 per share will be paid on April 15, 2024 to stockholders of record as of March 28, 2024.
The Board declared a monthly cash dividend for all remaining CUSIPs of the Company’s Series M Redeemable Preferred Stock equal to a quarterly rate of $0.51875 per share, payable as follows: $0.17292 per share will be paid on February 15, 2024 to stockholders of record as of January 31, 2024; $0.17292 per share will be paid on March 15, 2024 to stockholders of record as of February 29, 2024; and $0.17292 per share will be paid on April 15, 2024 to stockholders of record as of March 28, 2024.
As of December 31, 2023, there were 16,316,314 shares of the Company’s Series E Redeemable Preferred Stock and 1,832,805 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.

v3.23.4
Cover Page Cover Page
Jan. 08, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 08, 2024
Entity Registrant Name BRAEMAR HOTELS & RESORTS INC.
Entity Incorporation, State or Country Code MD
Entity File Number 001-35972
Entity Tax Identification Number 46-2488594
Entity Address, Address Line One 14185 Dallas Parkway
Entity Address, Address Line Two Suite 1200
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75254
City Area Code 972
Local Phone Number 490-9600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001574085
Amendment Flag false
Common Stock  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol BHR
Security Exchange Name NYSE
Series B Preferred Stock  
Entity Information [Line Items]  
Title of 12(b) Security Preferred Stock, Series B
Trading Symbol BHR-PB
Security Exchange Name NYSE
Series D Preferred Stock  
Entity Information [Line Items]  
Title of 12(b) Security Preferred Stock, Series D
Trading Symbol BHR-PD
Security Exchange Name NYSE
Grafico Azioni Braemar Hotels and Resorts (NYSE:BHR-D)
Storico
Da Ott 2024 a Nov 2024 Clicca qui per i Grafici di Braemar Hotels and Resorts
Grafico Azioni Braemar Hotels and Resorts (NYSE:BHR-D)
Storico
Da Nov 2023 a Nov 2024 Clicca qui per i Grafici di Braemar Hotels and Resorts