BHR / Braemar Hotels & Resorts Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

LETTER AGREEMENT

  Exhibit 10.2   EXECUTION VERSION   LETTER AGREEMENT   This letter agreement (“Letter Agreement”) is dated as of August 26, 2025, by and among (i) Braemar Hotels & Resorts Inc., a Maryland corporation, and Braemar Hospitality Limited Partnership, a Delaware limited partnership (collectively, the “Company”), and (ii) Ashford Inc., a Nevada corporation, and Ashford Hospitality Advisors LLC, a Delaw

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 August 26, 2025 (August 25, 2025) Date of Report (Date of earliest event reported)

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 August 26, 2025 (August 25, 2025) Date of Report (Date of earliest event reported) BRAEMAR HOTELS & RESORTS INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35972 46-2488594 (State or other jurisdiction of Inc

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): August 26, 2025 BRAEMAR HOTELS &

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): August 26, 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 org

BRAEMAR HOTELS & RESORTS ANNOUNCES INITIATION OF SALE PROCESS

Exhibit 99.1 NEWS RELEASE Contact: Deric Eubanks Allison Beach Joe Calabrese Chief Financial Officer Media Contact Financial Relations Board (972) 490-9600 (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS ANNOUNCES INITIATION OF SALE PROCESS DALLAS, August 26, 2025 – The Board of Directors of Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) (NYSE: BHR) today announced that it is in

Braemar Hotels & Resorts Inc. 14185 Dallas Parkway, Suite 1200 Dallas, Texas 75254

Exhibit 10.1 Execution Version Braemar Hotels & Resorts Inc. 14185 Dallas Parkway, Suite 1200 Dallas, Texas 75254 August 25, 2025 Babak Ghassemieh 9255 Sunset Boulevard, Suite UPH West Hollywood, California 75225 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement among (a) Braemar Hotels & Resorts Inc., a Maryland corporation (the “Company”), Ashford Hospitality Trust,

BRAEMAR TO EXPAND BOARD OF DIRECTORS Braemar and Ghassemieh Group enter into Cooperation Agreement

Exhibit 99.1 NEWS RELEASE Contact: Deric Eubanks Allison Beach Joe Calabrese Chief Financial Officer Media Contact Financial Relations Board (972) 490-9600 (972) 490-9600 (212) 827-3772 BRAEMAR TO EXPAND BOARD OF DIRECTORS Braemar and Ghassemieh Group enter into Cooperation Agreement DALLAS, August 26, 2025 — Braemar Hotels & Resorts Inc. (NYSE: BHR), a real estate investment trust (REIT) focused

BRAEMAR HOTELS & RESORTS ANNOUNCES REFINANCING OF FOUR SEASONS RESORT SCOTTSDALE

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Allison Beach Joe Calabrese Chief Financial Officer Media Contact Financial Relations Board (972) 490-9600 (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS ANNOUNCES REFINANCING OF FOUR SEASONS RESORT SCOTTSDALE DALLAS, August 18, 2025– Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today that it has successfu

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): August 18, 2025 BRAEMAR HOTELS &

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): August 18, 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 org

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): August 7, 202

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): August 7, 2025 BRAEMAR HOTELS & RESORTS INC. (Exact name of registrant as specified in its charter) Maryland 001-35972 46-2488594 (State or other jurisdiction of i

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET March 31, 2025 (in thousands, except share and per share amounts)

EXHIBIT 99.1 On August 7, 2025, Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) completed the sale of the 369-room Marriott Seattle Waterfront located in Seattle, Washington (“Marriott Seattle”) for approximately $139.3 million in cash, net of transfer taxes and selling expenses. Additionally, the Company repaid approximately $88.4 million on the mortgage loan, of which the Marriott Sea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35972 BRAEMAR HOTELS & RESO

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): August 7, 2025 BRAEMAR HOTELS & R

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): August 7, 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 orga

Agreement of Purchase and Sale, dated as of July 3, 2025, by and among Ashford Seattle

EXHIBIT 10.1 AGREEMENT OF PURCHASE AND SALE by and between SEAFRONT FJORD OWNER, LLC, a Delaware limited liability company (“Purchaser”) and ASHFORD SEATTLE WATERFRONT LP a Delaware limited partnership, and ASHFORD TRS SEATTLE WATERFRONT LLC a Delaware limited liability company (collectively, “Seller”) Marriott Seattle Waterfront, 2100 Alaskan Way, Seattle, Washington, 98121 TABLE OF CONTENTS Page

BRAEMAR HOTELS & RESORTS ANNOUNCES SALE OF MARRIOTT SEATTLE WATERFRONT

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Allison Beach Joe Calabrese Chief Financial Officer Media Contact Financial Relations Board (972) 490-9600 (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS ANNOUNCES SALE OF MARRIOTT SEATTLE WATERFRONT DALLAS, August 11, 2025 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today announced that it has closed on the prev

BRAEMAR HOTELS & RESORTS Second Quarter 2025 Conference Call August 1, 2025 10 a.m. CT

EXHIBIT 99.1 BRAEMAR HOTELS & RESORTS Second Quarter 2025 Conference Call August 1, 2025 10 a.m. CT Introductory Comments – Deric Eubanks Good morning and welcome to today’s call to review results for Braemar Hotels & Resorts for the second quarter of 2025 and to update you on recent developments. On the call today will also be: Richard Stockton, President and Chief Executive Officer and Chris Nix

2nd Quarter 2025 Earnings Update The Notary Hotel Company Presentation | August 2025 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be cons

bhrinvestorpresentation- 2nd Quarter 2025 Earnings Update The Notary Hotel Company Presentation | August 2025 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected.

BRAEMAR HOTELS & RESORTS Second Quarter 2025 Conference Call August 1, 2025 10 a.m. CT

EXHIBIT 99.1 BRAEMAR HOTELS & RESORTS Second Quarter 2025 Conference Call August 1, 2025 10 a.m. CT Introductory Comments – Deric Eubanks Good morning and welcome to today’s call to review results for Braemar Hotels & Resorts for the second quarter of 2025 and to update you on recent developments. On the call today will also be: Richard Stockton, President and Chief Executive Officer and Chris Nix

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): August 1, 2025 BRAEMAR HOTELS & R

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): August 1, 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 orga

Current Report

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): August 1, 2025 BRAEMAR HOTELS & RESORTS INC. (Exact name of registrant as specified in its charter) Maryland 001-35972 46-2488594 (State or other jurisdiction of i

Current Report

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): August 1, 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 orga

BRAEMAR HOTELS & RESORTS REPORTS SECOND QUARTER 2025 RESULTS

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Allison Beach Joe Calabrese Chief Financial Officer Media Contact Financial Relations Board (972) 490-9600 (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS REPORTS SECOND QUARTER 2025 RESULTS DALLAS – July 31, 2025 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today reported financial results and performance measures

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): July 31, 2025 BRAEMAR HOTELS & RE

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): July 31, 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 organ

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): July 28, 2025 BRAEMAR HOTELS & RE

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): July 28, 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 organ

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): July 11, 2025 BRAEMAR HOTELS & RE

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): July 11, 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 organ

BRAEMAR HOTELS & RESORTS DECLARES DIVIDENDS FOR THE THIRD QUARTER OF 2025

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Allison Beach 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 THIRD QUARTER OF 2025 DALLAS, July 11, 2025 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today that its Board of D

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): July 3, 2025 BRAEMAR HOTELS & RES

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): July 3, 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 organi

BRAEMAR HOTELS & RESORTS ANNOUNCES AGREEMENT TO SELL MARRIOTT SEATTLE WATERFRONT

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Allison Beach Joe Calabrese Chief Financial Officer Media Contact Financial Relations Board (972) 490-9600 (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS ANNOUNCES AGREEMENT TO SELL MARRIOTT SEATTLE WATERFRONT DALLAS, July 8, 2025– Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today announced that it has entered into

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): July 2, 2025 BRAEMAR HOTELS & RES

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): July 2, 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 organi

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): June 2, 2025 BRAEMAR HOTELS & RES

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): June 2, 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 organi

Current Report

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): May 22, 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 organi

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Braemar Hotels & Resorts Inc. CIK: 1574085 NAME OF PERSON RELYING ON EXEMPTION: Brancous LP1 ADDRESS OF PERSON RELYING ON EXEMPTION: 56A Mill St E #290, Acton, Ontario L7J 1H3, Canada Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Secu

BRAEMAR HOTELS & RESORTS First Quarter 2025 Conference Call May 8, 2025 10 a.m. CT

EXHIBIT 99.1 BRAEMAR HOTELS & RESORTS First Quarter 2025 Conference Call May 8, 2025 10 a.m. CT Introductory Comments – Deric Eubanks Good morning and welcome to today’s call to review results for Braemar Hotels & Resorts for the first quarter of 2025 and to update you on recent developments. On the call today will also be: Richard Stockton, President and Chief Executive Officer and Chris Nixon, E

Current Report

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): May 8, 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 organiz

1st Quarter 2025 Earnings Update Four Seasons Scottsdale Company Presentation | May 2025 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be

1st Quarter 2025 Earnings Update Four Seasons Scottsdale Company Presentation | May 2025 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected.

Current Report

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): May 8, 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 organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35972 BRAEMAR HOTELS & RES

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): May 7, 2025 BRAEMAR HOTELS & RESO

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): May 7, 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 organiz

BRAEMAR HOTELS & RESORTS REPORTS FIRST QUARTER 2025 RESULTS

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Joseph Calabrese Chief Financial Officer Financial Relations Board (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS REPORTS FIRST QUARTER 2025 RESULTS DALLAS – May 7, 2025 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today reported financial results and performance measures for the first quarter ended March 31, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35972 BRAEM

Regulation FD Disclosure

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): April 10, 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 orga

BRAEMAR HOTELS & RESORTS DECLARES DIVIDENDS FOR THE SECOND QUARTER OF 2025

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Joseph Calabrese Chief Financial Officer Financial Relations Board (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS DECLARES DIVIDENDS FOR THE SECOND QUARTER OF 2025 DALLAS – April 10, 2025 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today that its Board of Directors (the “Board”) declared a quarterly cas

Current Report

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): April 1, 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 organ

BRAEMAR HOTELS & RESORTS ENTERS INTO FRANCHISE AGREEMENT FOR THE SOFITEL CHICAGO MAGNIFICENT MILE

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Joseph Calabrese Chief Financial Officer Financial Relations Board (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS ENTERS INTO FRANCHISE AGREEMENT FOR THE SOFITEL CHICAGO MAGNIFICENT MILE DALLAS, April 3, 2025 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today announced its plans to transition the 415-room Sofitel

Current Report

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): April 3, 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 organ

Current Report

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): March 31, 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 orga

Description of Securities

EXHIBIT 4.6 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2024, Braemar Hotels & Resorts Inc. (“we,” “us,” “our” and the “Company”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our Common Stock; (2) our Series B Preferred Stock; (3) our

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35972 BRAEMAR HOTELS & RESORTS

, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC.

EXHIBIT 10.46 LIMITED WAIVER UNDER ADVISORY AGREEMENT This LIMITED WAIVER UNDER ADVISORY AGREEMENT (this “Waiver”) is entered into as of March 10, 2025, by and among BRAEMAR HOTELS & RESORTS INC. (the “Company”), BRAEMAR HOSPITALITY LIMITED PARTNERSHIP (the “Operating Partnership”), BRAEMAR TRS CORPORATION (“TRS”), ASHFORD INC. (“AINC”), and ASHFORD HOSPITALITY ADVISORS LLC (“Ashford LLC” and, tog

.1 to the Annual Report on Form 10-K filed on March 12, 2025

EXHIBIT 21.1 Braemar Hotels & Resorts Inc. Subsidiaries Listing as of December 31, 2024 All the subsidiaries listed below are incorporated or organized in Delaware except that (i) Braemar Hotels & Resorts Inc. is incorporated in Maryland, (ii) BHR Dorado LLC and BHR TRS Dorado LLC are organized in Puerto Rico and (iii) RC Hotels (Virgin Islands), Inc. is incorporated in the U.S. Virgin Islands. Br

(incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on March 12, 2025

EXHIBIT 19.1 Braemar Hotels & Resorts Inc. Policy on Insider Trading and Compliance It is the policy of Braemar Hotels & Resorts Inc. (together with its subsidiaries, the “Company”) to comply fully, and to assist its directors, officers, employees and related persons in complying fully with all federal and state securities laws applicable to transactions, such as purchases and sales, in the Compan

Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1

Exhibit 97.1 Braemar Hotels & Resorts Inc. Policy on Recoupment of Incentive Compensation (Effective October 2, 2023) This policy (“Policy”) sets forth the terms and conditions under which Braemar Hotels & Resorts Inc. (the “Company”) will seek reimbursement of certain incentive compensation paid or payable to certain current or former executive officers of the Company. This Policy as amended and

List of Special Purpose Entities of Braemar Hotels & Resorts Inc.

EXHIBIT 21.2 Braemar Hotels & Resorts Inc. Special Purpose Entities Listing as of December 31, 2024 Ashford Philadelphia Annex GP LLC Ashford Philadelphia Annex LP Ashford San Francisco II LP Ashford Seattle Waterfront LP CHH Capital Hotel Partners LP Ashford TRS Philadelphia Annex LLC CHH Capital Tenant Corp. CHH Capital Hotel GP LLC Ashford Chicago LP Ashford Chicago GP LLC Ashford TRS Chicago I

Deferred Cash Award Agreement

EXHIBIT 10.45 DEFERRED CASH AWARD AGREEMENT This Deferred Cash Award Agreement (this “Award Agreement”) is made and entered into as of April 1, 2025 (the “Grant Date”) by and between Braemar Hotels & Resorts Inc., a Maryland corporation (the “Company”), and [ ] (the “Participant”). All capitalized terms in this Award Agreement shall have the meanings assigned to them herein. Capitalized terms not

4th Quarter 2024 Earnings Update Ritz-Carlton St. Thomas Company Presentation | March 2025 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could b

4th Quarter 2024 Earnings Update Ritz-Carlton St. Thomas Company Presentation | March 2025 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected. When w

Current Report

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): March 10, 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 orga

BRAEMAR HOTELS & RESORTS ADDRESSES FINAL 2025 DEBT MATURITY WITH REFINANCING OF FIVE HOTELS AND REDUCES INTEREST COSTS

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Joseph Calabrese Chief Financial Officer Financial Relations Board (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS ADDRESSES FINAL 2025 DEBT MATURITY WITH REFINANCING OF FIVE HOTELS AND REDUCES INTEREST COSTS DALLAS, March 10, 2025 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today announced that it has closed on a

Current Report

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): March 10, 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 orga

BRAEMAR HOTELS & RESORTS Fourth Quarter 2024 Conference Call February 27, 2025 10 a.m. CT

EXHIBIT 99.1 BRAEMAR HOTELS & RESORTS Fourth Quarter 2024 Conference Call February 27, 2025 10 a.m. CT Introductory Comments – Deric Eubanks Good morning and welcome to today’s call to review results for Braemar Hotels & Resorts for the fourth quarter and full year 2024 and to update you on recent developments. On the call today will also be: Richard Stockton, President and Chief Executive Officer

Current Report

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): February 27, 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 o

BRAEMAR HOTELS & RESORTS REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Joseph Calabrese Chief Financial Officer Financial Relations Board (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS DALLAS – February 26, 2025 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today reported financial results and performance measures for the fourth quarte

Current Report

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): February 26, 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 o

JOINT FILING AGREEMENT

EX-99 2 d11610026ex99-a.htm Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Schedule 13G Amendment No. 6 dated February 14, 2025 relating to the 5.50% Series B Cumulative Convertible Preferred Stock, of Braemar Hotels & Resorts Inc. shall be filed on behalf of the undersigned. INFRASTRUCTURE CAPITAL ADVISORS, LLC By: /s/ Samuel Caffrey-Agoglia Name: Samuel Caffrey-Agoglia Title: G

CONTROL PERSON IDENTIFICATION

EX-99 3 d11610026ex99-b.htm Exhibit B CONTROL PERSON IDENTIFICATION Infrastructure Capital Advisors, LLC is the relevant entity for which Jay Hatfield may be considered a control person.

BRAEMAR HOTELS & RESORTS ANNOUNCES TAX REPORTING INFORMATION FOR 2024 COMMON AND PREFERRED SHARE DISTRIBUTIONS

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Joseph Calabrese Chief Financial Officer Financial Relations Board (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS ANNOUNCES TAX REPORTING INFORMATION FOR 2024 COMMON AND PREFERRED SHARE DISTRIBUTIONS DALLAS – January 27, 2025 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today announced the tax reporting (Federal F

Current Report

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 27, 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 or

Current Report

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 15, 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 or

BRAEMAR HOTELS & RESORTS ANNOUNCES EXTENSION OF MORTGAGE LOAN SECURED BY THE RITZ-CARLTON LAKE TAHOE

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 ANNOUNCES EXTENSION OF MORTGAGE LOAN SECURED BY THE RITZ-CARLTON LAKE TAHOE DALLAS – January 15, 2025 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company

Regulation FD Disclosure

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 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 or

BRAEMAR HOTELS & RESORTS DECLARES DIVIDENDS FOR THE FIRST QUARTER OF 2025

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

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 30, 2024 BRAEMAR HOTELS

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 30, 2024 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 o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 4, 2024 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 o

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Braemar Hotels & Resorts Inc. CIK: 1574085 NAME OF PERSON RELYING ON EXEMPTION: Brancous LP1 ADDRESS OF PERSON RELYING ON EXEMPTION: 56A Mill St E #290, Acton, Ontario L7J 1H3, Canada Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Secu

Submission of Matters to a Vote of Security Holders

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 17, 2024 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 o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Braemar Hotels & Resorts Inc. 2. Name of Person Relying on Exemption: Bob and Alex Ghassemieh 3. Address of Person Relying on Exemption: 9255 Sunset Boulevard, Suite Upper Penthouse West Hollywood, California 90069 4.

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Braemar Hotels & Resorts Inc. CIK: 1574085 NAME OF PERSON RELYING ON EXEMPTION: Brancous LP1 ADDRESS OF PERSON RELYING ON EXEMPTION: 56A Mill St E #290, Acton, Ontario L7J 1H3, Canada Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Secu

Letter, dated November 7, 2024, from Al Shams Investments Limited to stockholders of the Issuer

EX-99.7 2 fp0091001-2ex9976.htm Exhibit 6 AL SHAMS INVESTMENTS LIMITED 5B Waterloo Lane Pembroke HMOS Bermuda 7 November 2024 Dear Fellow Braemar Stockholders, We at Al Shams Investment Limited ("ASIL") have, for years, been a 9.8% holder of Braemar's common stock because we believe there is great long-term value in the business. After diligently researching this company and its Board of Directors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35972 BRAEMAR HOTELS &

BHR / Braemar Hotels & Resorts Inc. / Said Wafic Rida Activist Investment

SC 13D/A 1 fp0091001-1sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Braemar Hotels & Resorts Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10482B101 (CUSIP Number) Mark Crockwell Director Al Shams Investments Limited 5B Waterloo Lane Pembroke HM 08 Bermuda +1 441 298 8

Letter, dated November 7, 2024, from Al Shams Investments Limited to stockholders of the Issuer

EX-99.7 2 fp0091001-1ex9976.htm AL SHAMS INVESTMENTS LIMITED 5B Waterloo Lane Pembroke HMOS Bermuda 7 November 2024 Dear Fellow Braemar Stockholders, We at Al Shams Investment Limited ("ASIL") have, for years, been a 9.8% holder of Braemar's common stock because we believe there is great long-term value in the business. After diligently researching this company and its Board of Directors, however,

BHR / Braemar Hotels & Resorts Inc. / Al Shams Investments Ltd Activist Investment

SC 13D/A 1 fp0091001-2sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Braemar Hotels & Resorts Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10482B101 (CUSIP Number) Mark Crockwell Director Al Shams Investments Limited 5B Waterloo Lane Pembroke HM 08 Bermuda +1 441 298 8

3rd Quarter 2024 Earnings Update Company Presentation | November 2024 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-

3rd Quarter 2024 Earnings Update Company Presentation | November 2024 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected.

Current Report

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): November 7, 2024 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 or

Current Report

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): November 7, 2024 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 or

BRAEMAR HOTELS & RESORTS Third Quarter 2024 Conference Call November 7, 2024 10 a.m. CT

EXHIBIT 99.1 BRAEMAR HOTELS & RESORTS Third Quarter 2024 Conference Call November 7, 2024 10 a.m. CT Introductory Comments – Deric Eubanks Good morning and welcome to today’s call to review results for Braemar Hotels & Resorts for the third quarter of 2024 and to update you on recent developments. On the call today will also be: Richard Stockton, President and Chief Executive Officer and Chris Nix

Current Report

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): November 6, 2024 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 or

BRAEMAR HOTELS & RESORTS REPORTS THIRD QUARTER 2024 RESULTS

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 REPORTS THIRD QUARTER 2024 RESULTS DALLAS – November 6, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today reported financial results and p

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Braemar Hotels & Resorts Inc. CIK: 1574085 NAME OF PERSON RELYING ON EXEMPTION: Brancous LP1 ADDRESS OF PERSON RELYING ON EXEMPTION: 56A Mill St E #290, Acton, Ontario L7J 1H3, Canada Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Secu

U.S. Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103

U.S. Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: Braemar Hotels & Resorts Inc. Name of persons relying on exemption: Blackwells Capital LLC Address of persons relying on exemption: 400 Park Avenue, 4th Floor, New York, NY 10022 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Braemar Hotels & Resorts Inc. CIK: 1574085 NAME OF PERSON RELYING ON EXEMPTION: Brancous LP1 ADDRESS OF PERSON RELYING ON EXEMPTION: 56A Mill St E #290, Acton, Ontario L7J 1H3, Canada Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Secu

BHR.PRB / Braemar Hotels & Resorts Inc. - Preferred Stock / INFRASTRUCTURE CAPITAL ADVISORS, LLC Passive Investment

SC 13G/A 1 d1098068213g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Braemar Hotels & Resorts Inc. (Name of Issuer) 5.50% Series B Cumulative Convertible Preferred Stock (Title of Class of Securities) 10482B200 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

DEFA14A 1 bhr2024defa14a10-10x24.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Ru

BRAEMAR HOTELS & RESORTS ADDS HOTEL INDUSTRY VETERAN JAY SHAH TO BOARD OF DIRECTORS

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 ADDS HOTEL INDUSTRY VETERAN JAY SHAH TO BOARD OF DIRECTORS DALLAS, October 7, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today

Regulation FD Disclosure

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): October 4, 2024 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 org

Regulation FD Disclosure

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): October 7, 2024 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 org

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

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 FOURTH QUARTER OF 2024 DALLAS, October 7, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today that its

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549

PX14A6G 1 branpx14a6g.htm BRANCOUS LP1 FORM PX14A6G SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Braemar Hotels & Resorts Inc. CIK: 1574085 NAME OF PERSON RELYING ON EXEMPTION: Brancous LP1 ADDRESS OF PERSON RELYING ON EXEMPTION: 56A Mill St E #290, Acton, Ontario L7J 1H3, Canada Written materials are submitted pur

Current Report

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): September 19, 2024 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

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Braemar Hotels & Resorts Inc. CIK: 1574085 NAME OF PERSON RELYING ON EXEMPTION: Brancous LP1 ADDRESS OF PERSON RELYING ON EXEMPTION: 56A Mill St E #290, Acton, Ontario L7J 1H3, Canada Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Secu

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Braemar Hotels & Resorts Inc. CIK: 1574085 NAME OF PERSON RELYING ON EXEMPTION: Brancous LP1 ADDRESS OF PERSON RELYING ON EXEMPTION: 56A Mill St E #290, Acton, Ontario L7J 1H3, Canada Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Secu

Agreement of Purchase and Sale, dated as of May 6, 2024, by and among JRK Torrey Pines Hotel Owner LLC and CHH Torrey Pines Hotel Partners, LP and CHH Torrey Pines Tenant Corp. (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on August 8, 2024

EXHIBIT 10.4 AGREEMENT OF PURCHASE AND SALE by and among JRK Torrey Pines Hotel Owner LLC, a Delaware limited liability company (“Purchaser”) and CHH Torrey Pines Hotel Partners, LP, a Delaware partnership and CHH Torrey Pines Tenant Corp., a Delaware corporation (collectively, “Seller”) Hilton La Jolla Torrey Pines, 10950 North Torrey Pines Road, La Jolla, CA 92037 TABLE OF CONTENTS Page Article

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35972 BRAEMAR HOTELS & RESO

, dated August 8, 2024, by and among Braemar Hotels & Resorts

EXHIBIT 10.8 LIMITED WAIVER UNDER ADVISORY AGREEMENT This LIMITED WAIVER UNDER ADVISORY AGREEMENT (this “Waiver Agreement”) is entered into as of August 8, 2024, by and among BRAEMAR HOTELS & RESORTS INC. (the “Company”), BRAEMAR HOSPITALITY LIMITED PARTNERSHIP (the “Operating Partnership”), BRAEMAR TRS CORPORATION (“TRS”), ASHFORD INC. (“AINC”), and ASHFORD HOSPITALITY ADVISORS LLC (“Ashford LLC”

Current Report

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): August 8, 2024 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 orga

2nd Quarter 2024 Earnings Update Company Presentation | August 2024 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-lo

2nd Quarter 2024 Earnings Update Company Presentation | August 2024 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected.

BRAEMAR HOTELS & RESORTS REDUCES INTEREST COSTS AND EXTENDS MATURITIES WITH REFINANCING OF FIVE HOTELS

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Joseph Calabrese Chief Financial Officer Financial Relations Board (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS REDUCES INTEREST COSTS AND EXTENDS MATURITIES WITH REFINANCING OF FIVE HOTELS DALLAS, August 7, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today announced that it has closed on a refinancing inv

Current Report

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): August 7, 2024 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 orga

Current Report

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): August 1, 2024 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 orga

BRAEMAR HOTELS & RESORTS Second Quarter 2024 Conference Call August 1, 2024 10 a.m. CT

EXHIBIT 99.1 BRAEMAR HOTELS & RESORTS Second Quarter 2024 Conference Call August 1, 2024 10 a.m. CT Introductory Comments – Deric Eubanks Good morning and welcome to today’s call to review results for Braemar Hotels & Resorts for the second quarter of 2024 and to update you on recent developments. On the call today will also be: Richard Stockton, President and Chief Executive Officer and Chris Nix

Current Report

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): July 31, 2024 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 organ

BRAEMAR HOTELS & RESORTS REPORTS SECOND QUARTER 2024 RESULTS

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Joseph Calabrese Chief Financial Officer Financial Relations Board (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS REPORTS SECOND QUARTER 2024 RESULTS DALLAS – July 31, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today reported financial results and performance measures for the second quarter ended June 30, 2

BHR / Braemar Hotels & Resorts Inc. / Said Wafic Rida Activist Investment

SC 13D/A 1 fp0089431-1sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Braemar Hotels & Resorts Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10482B101 (CUSIP Number) Mark Crockwell Director Al Shams Investments Limited 5B Waterloo Lane Pembroke HM 08 Bermuda +1 441 298 8

Joint Filing Agreement, dated as of May 21, 2024, between Al Shams Investments Limited and Wafic Rida Said

EX-1 2 fp0089431-2ex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, $0.01 par value, of Braemar Hotels & Resorts Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and

Power of Attorney, dated as of August 29, 2019, by Wafic Rafa Said (incorporated herein by reference to Exhibit 3 to the Schedule 13D filed by Al Shams Investments Limited et al. on August 29, 2019)

EX-3 3 fp0089431-2ex3.htm EXHIBIT 3 From: Wafic Rida Saïd Sent: Monday, June 3, 2024 8:53:33 AM To: Bennett, Monty Cc: Stockton, Richard Dear Monty, Richard, I have been giving thought to the prospect of increasing my group's shareholding in Braemar. Whilst I believe the current share price is not an accurate representation of the inherent value of the assets, I am sure you can appreciate that, as

Joint Filing Agreement, dated as of May 21, 2024, between Al Shams Investments Limited and Wafic Rida Said

EX-1 2 fp0089431-1ex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, $0.01 par value, of Braemar Hotels & Resorts Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and

Email, dated July 4, 2024, from Wafic Rida Said to Richard J. Stockton, the Chief Executive Officer and President of the Issuer, and Monty J. Bennett, the Chairman of the Issuer.

EX-4 4 fp0089431-1ex4.htm Exhibit 4 From: Wafic Rida Saïd Sent: Thursday, July 4, 2024 5:58 PM To: Stockton, Richard Cc: Bennett, Monty Subject: Blackwells Settlement Dear Richard, Thank you for sending me the notice of the cooperation agreement, which I have carefully reviewed. However, I respectfully disagree with your assertion that the settlement with Blackwells is in the best interest of all

Email, dated July 4, 2024, from Wafic Rida Said to Richard J. Stockton, the Chief Executive Officer and President of the Issuer, and Monty J. Bennett, the Chairman of the Issuer.

EX-4 4 fp0089431-2ex4.htm Exhibit 4 From: Wafic Rida Saïd Sent: Thursday, July 4, 2024 5:58 PM To: Stockton, Richard Cc: Bennett, Monty Subject: Blackwells Settlement Dear Richard, Thank you for sending me the notice of the cooperation agreement, which I have carefully reviewed. However, I respectfully disagree with your assertion that the settlement with Blackwells is in the best interest of all

BHR / Braemar Hotels & Resorts Inc. / Al Shams Investments Ltd Activist Investment

SC 13D/A 1 fp0089431-2sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Braemar Hotels & Resorts Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10482B101 (CUSIP Number) Mark Crockwell Director Al Shams Investments Limited 5B Waterloo Lane Pembroke HM 08 Bermuda +1 441 298 8

Email, dated June 3, 2024, from Wafic Rida Said to Monty J. Bennett, the Chairman of the Issuer, and Richard J. Stockton, the Chief Executive Officer and President of the Issuer

EX-3 3 fp0089431-1ex3.htm EXHIBIT 3 From: Wafic Rida Saïd Sent: Monday, June 3, 2024 8:53:33 AM To: Bennett, Monty Cc: Stockton, Richard Dear Monty, Richard, I have been giving thought to the prospect of increasing my group's shareholding in Braemar. Whilst I believe the current share price is not an accurate representation of the inherent value of the assets, I am sure you can appreciate that, as

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET March 31, 2024 (in thousands, except share and per share amounts)

EXHIBIT 99.1 On July 17, 2024, Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) completed the sale of the 390-room Hilton Torrey Pines located in La Jolla, California (“Hilton Torrey Pines”) for approximately $163.1 million in cash, net of selling expenses. Additionally, the Company repaid the $66.6 million mortgage loan secured by the hotel property. The Company owns an indirect 75% equ

Financial Statements and Exhibits

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): July 17, 2024 BRAEMAR HOTELS & RESORTS INC. (Exact name of registrant as specified in its charter) Maryland 001-35972 46-2488594 (State or other jurisdiction of in

Regulation FD Disclosure

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): July 17, 2024 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 organ

BRAEMAR HOTELS & RESORTS ANNOUNCES SALE OF HILTON LA JOLLA TORREY PINES

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Joseph Calabrese Chief Financial Officer Financial Relations Board (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS ANNOUNCES SALE OF HILTON LA JOLLA TORREY PINES DALLAS, July 17, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today announced that it has closed on the previously announced sale of the Hilton La Jo

Regulation FD Disclosure

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): July 11, 2024 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 organ

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

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Joseph Calabrese Chief Financial Officer Financial Relations Board (972) 490-9600 (212) 827-3772 BRAEMAR HOTELS & RESORTS DECLARES DIVIDENDS FOR THE THIRD QUARTER OF 2024 DALLAS, July 11, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today that its Board of Directors (the “Board”) declared a quarterly cash d

Email, dated July 4, 2024, from Wafic Rida Said to Richard J. Stockton, the Chief Executive Officer and President of the Issuer, and Monty J. Bennett, the Chairman of the Issuer.

Exhibit 4 From: Wafic Rida Saïd Sent: Thursday, July 4, 2024 5:58 PM To: Stockton, Richard Cc: Bennett, Monty Subject: Blackwells Settlement Dear Richard, Thank you for sending me the notice of the cooperation agreement, which I have carefully reviewed.

BHR / Braemar Hotels & Resorts Inc. / Al Shams Investments Ltd Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Braemar Hotels & Resorts Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10482B101 (CUSIP Number) Mark Crockwell Director Al Shams Investments Limited 5B Waterloo Lane Pembroke HM 08 Bermuda +1 441 298 8104 (Name, Address and Telephone

Email, dated June 3, 2024, from Wafic Rida Said to Monty J. Bennett, the Chairman of the Issuer, and Richard J. Stockton, the Chief Executive Officer and President of the Issuer

EXHIBIT 3 From: Wafic Rida Saïd Sent: Monday, June 3, 2024 8:53:33 AM To: Bennett, Monty Cc: Stockton, Richard Dear Monty, Richard, I have been giving thought to the prospect of increasing my group's shareholding in Braemar.

Joint Filing Agreement, dated as of May 21, 2024, between Al Shams Investments Limited and Wafic Rida Said

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, $0.

Email, dated July 4, 2024, from Wafic Rida Said to Richard J. Stockton, the Chief Executive Officer and President of the Issuer, and Monty J. Bennett, the Chairman of the Issuer.

EX-4 4 fp0088799-1ex4.htm Exhibit 4 From: Wafic Rida Saïd Sent: Thursday, July 4, 2024 5:58 PM To: Stockton, Richard Cc: Bennett, Monty Subject: Blackwells Settlement Dear Richard, Thank you for sending me the notice of the cooperation agreement, which I have carefully reviewed. However, I respectfully disagree with your assertion that the settlement with Blackwells is in the best interest of all

Joint Filing Agreement, dated as of May 21, 2024, between Al Shams Investments Limited and Wafic Rida Said

EX-1 2 fp0088799-1ex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, $0.01 par value, of Braemar Hotels & Resorts Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and

BHR / Braemar Hotels & Resorts Inc. / Said Wafic Rida Activist Investment

SC 13D/A 1 fp0088799-1sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Braemar Hotels & Resorts Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10482B101 (CUSIP Number) Mark Crockwell Director Al Shams Investments Limited 5B Waterloo Lane Pembroke HM 08 Bermuda +1 441 298 8

Email, dated June 3, 2024, from Wafic Rida Said to Monty J. Bennett, the Chairman of the Issuer, and Richard J. Stockton, the Chief Executive Officer and President of the Issuer

EX-3 3 fp0088799-1ex3.htm EXHIBIT 3 From: Wafic Rida Saïd Sent: Monday, June 3, 2024 8:53:33 AM To: Bennett, Monty Cc: Stockton, Richard Dear Monty, Richard, I have been giving thought to the prospect of increasing my group's shareholding in Braemar. Whilst I believe the current share price is not an accurate representation of the inherent value of the assets, I am sure you can appreciate that, as

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): July 2, 2024 BRAEMAR HOTELS & RES

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): July 2, 2024 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 organi

Loan Agreement, dated July 2, 2024, by and between BW Coinvest I, LLC, Jason Aintabi, Vandewater Capital Holdings, LLC, Blackwells Holding Co. LLC, Blackwells Asset Management LLC and Braemar Hospitality Limited Partnership (incorporated by reference to Exhibit 10.3 to the Current Report on 8-K filed on July 2, 2024) (File No. 001-35972).

Exhibit 10.3 Execution Version Loan Agreement This loan agreement (including all terms, schedules, annexes, supplements and exhibits attached hereto, as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into between BW Coinvest Management I LLC, a Delaware limited liability company (“Borrower”), Jason Aintabi, an individual residing at 721

Cooperation Agreement, dated July 2, 2024, by and among Braemar Hotels & Resorts Inc., Ashford Hospitality Trust, Inc., Ashford Inc., Blackwells Capital LLC, Blackwells Onshore I LLC, Blackwells Holding Co. LLC, Vandewater Capital Holdings, LLC, Blackwells Asset Management LLC, BW Coinvest Management I LLC and Jason Ainta

Exhibit 10.1 Execution Version COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”), dated as of July 2, 2024, is made and entered into by and among Braemar Hotels & Resorts Inc., a Maryland corporation (“Braemar”), Ashford Hospitality Trust, Inc., a Maryland corporation (“AHT”), Ashford Inc., a Nevada corporation and the advisor to Braemar and AHT (“AINC”, and collectively with Bra

BRAEMAR HOTELS & RESORTS AND BLACKWELLS CAPITAL ENTER INTO COOPERATION AGREEMENT Blackwells to Withdraw Proxy Solicitation and Vote in Favor of All Braemar Nominees and Proposals Company to Add Independent Director with Input from Blackwells, Which W

Exhibit 99.1 NEWS RELEASE Contact: Deric Eubanks Longacre Square Partners Chief Financial Officer Media Contact (972) 490-9600 [email protected] BRAEMAR HOTELS & RESORTS AND BLACKWELLS CAPITAL ENTER INTO COOPERATION AGREEMENT Blackwells to Withdraw Proxy Solicitation and Vote in Favor of All Braemar Nominees and Proposals Company to Add Independent Director with Input from Blackwells, Whi

Share Ownership Agreement, dated July 2, 2024, by and among Braemar Hotels & Resorts Inc., Ashford Hospitality Trust, Inc., Ashford Inc., Blackwells Capital LLC, Blackwells Onshore I LLC, Blackwells Holding Co. LLC, Vandewater Capital Holdings, LLC, Blackwells Asset Management LLC, BW Coinvest Management I LLC and Jason Aintabi (incorporated by reference to Exhibit 10.2 to the Current Report on 8-K filed on July 2, 2024) (File No. 001-35972)

Exhibit 10.2 Execution Version SHARE OWNERSHIP AGREEMENT This SHARE OWNERSHIP AGREEMENT (this “Agreement”), dated as of July 2, 2024, is made and entered into by and among Braemar Hotels & Resorts Inc., a Maryland corporation (“Braemar”), Ashford Hospitality Trust, Inc., a Maryland corporation (“AHT”), Ashford Inc., a Nevada corporation and the advisor to Braemar and AHT (“AINC”, and together with

Current Report

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): July 2, 2024 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 organi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

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): June 24, 2024 BRAEMAR HOTELS & RE

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): June 24, 2024 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 organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

Current Report

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): June 24, 2024 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 organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☒

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

Joint Filing Agreement, dated as of May 21, 2024, between Al Shams Investments Limited and Wafic Rida Said

EX-1 2 fp0088636-2ex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, $0.01 par value, of Braemar Hotels & Resorts Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and

Email, dated June 3, 2024, from Wafic Rida Said to Monty J. Bennett, the Chairman of the Issuer, and Richard J. Stockton, the Chief Executive Officer and President of the Issuer

EX-3 3 fp0088636-1ex3.htm EXHIBIT 3 From: Wafic Rida Saïd Sent: Monday, June 3, 2024 8:53:33 AM To: Bennett, Monty Cc: Stockton, Richard Dear Monty, Richard, I have been giving thought to the prospect of increasing my group's shareholding in Braemar. Whilst I believe the current share price is not an accurate representation of the inherent value of the assets, I am sure you can appreciate that, as

BHR / Braemar Hotels & Resorts Inc. / Al Shams Investments Ltd Activist Investment

SC 13D/A 1 fp0088636-2sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Braemar Hotels & Resorts Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10482B101 (CUSIP Number) Mark Crockwell Director Al Shams Investments Limited 5B Waterloo Lane Pembroke HM 08 Bermuda +1 441 298 8

BHR / Braemar Hotels & Resorts Inc. / Said Wafic Rida Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Braemar Hotels & Resorts Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10482B101 (CUSIP Number) Mark Crockwell Director Al Shams Investments Limited 5B Waterloo Lane Pembroke HM 08 Bermuda +1 441 298 8104 (Name, Address and Telephone

Email, dated June 3, 2024, from Wafic Rida Said to Monty J. Bennett, the Chairman of the Issuer, and Richard J. Stockton, the Chief Executive Officer and President of the Issuer

EX-3 3 fp0088636-2ex3.htm EXHIBIT 3 From: Wafic Rida Saïd Sent: Monday, June 3, 2024 8:53:33 AM To: Bennett, Monty Cc: Stockton, Richard Dear Monty, Richard, I have been giving thought to the prospect of increasing my group's shareholding in Braemar. Whilst I believe the current share price is not an accurate representation of the inherent value of the assets, I am sure you can appreciate that, as

Joint Filing Agreement, dated as of May 21, 2024, between Al Shams Investments Limited and Wafic Rida Said

EX-1 2 fp0088636-1ex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, $0.01 par value, of Braemar Hotels & Resorts Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

Joint Filing Agreement, dated as of May 21, 2024, between Al Shams Investments Limited and Wafic Rida Said

EX-1 2 fp0088469-1ex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, $0.01 par value, of Braemar Hotels & Resorts Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and

BHR / Braemar Hotels & Resorts Inc. / Said Wafic Rida Activist Investment

SC 13D 1 fp0088469-2sc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Braemar Hotels & Resorts Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10482B101 (CUSIP Number) Mark Crockwell Director Al Shams Investments Limited 5B Waterloo Lane Pembroke HM 08 Bermuda +1 441 298 8104

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

1st Quarter 2024 Earnings Update Company Presentation | May 2024 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looki

1st Quarter 2024 Earnings Update Company Presentation | May 2024 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected.

Current Report

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): May 21, 2024 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 organi

BHR / Braemar Hotels & Resorts Inc. / Al Shams Investments Ltd Activist Investment

SC 13D 1 fp0088469-1sc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Braemar Hotels & Resorts Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 10482B101 (CUSIP Number) Mark Crockwell Director Al Shams Investments Limited 5B Waterloo Lane Pembroke HM 08 Bermuda +1 441 298 8104

Joint Filing Agreement, dated as of May 21, 2024, between Al Shams Investments Limited and Wafic Rida Said

EX-1 2 fp0088469-2ex1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, $0.01 par value, of Braemar Hotels & Resorts Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant ☒ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission

Current Report

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): May 14, 2024 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 organi

BRAEMAR HOTELS & RESORTS UPDATES STOCKHOLDERS

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Jordan Jennings Joseph Calabrese Chief Financial Officer Investor Relations Financial Relations Board (972) 490-9600 (972) 778-9487 (212) 827-3772 BRAEMAR HOTELS & RESORTS UPDATES STOCKHOLDERS THAT ‘ACTIVIST’ BLACKWELLS CAPITAL’S ATTEMPTED WITHHOLD PROXY CAMPAIGN AT ASHFORD TRUST HAS FAILED DALLAS, May 14, 2024 – Braemar Hotels & Resorts Inc. (NYSE:

Press Release of the Company, dated May 14, 2024

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Jordan Jennings Joseph Calabrese Chief Financial Officer Investor Relations Financial Relations Board (972) 490-9600 (972) 778-9487 (212) 827-3772 BRAEMAR HOTELS & RESORTS UPDATES STOCKHOLDERS THAT ‘ACTIVIST’ BLACKWELLS CAPITAL’S ATTEMPTED WITHHOLD PROXY CAMPAIGN AT ASHFORD TRUST HAS FAILED DALLAS, May 14, 2024 – Braemar Hotels & Resorts Inc. (NYSE:

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): May 14, 2024 BRAEMAR HOTELS & RES

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): May 14, 2024 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 organi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant ☒ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35972 BRAEMAR HOTELS & RES

BRAEMAR HOTELS & RESORTS First Quarter 2024 Conference Call May 9, 2024 10 a.m. CT

EXHIBIT 99.1 BRAEMAR HOTELS & RESORTS First Quarter 2024 Conference Call May 9, 2024 10 a.m. CT Introductory Comments – Jordan Jennings Good morning and welcome to today’s call to review results for Braemar Hotels & Resorts for the first quarter 2024 and to update you on recent developments. On the call today will be: Richard Stockton, President and Chief Executive Officer; Deric Eubanks, Chief Fi

Current Report

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): May 9, 2024 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 organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

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): May 8, 2024 BRAEMAR HOTELS & RESO

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): May 8, 2024 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 organiz

BRAEMAR HOTELS & RESORTS REPORTS FIRST QUARTER 2024 RESULTS

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Jordan Jennings Joseph Calabrese Chief Financial Officer Investor Relations Financial Relations Board (972) 490-9600 (972) 778-9487 (212) 827-3772 BRAEMAR HOTELS & RESORTS REPORTS FIRST QUARTER 2024 RESULTS DALLAS – May 8, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today reported financial results and performance m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

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): May 6, 2024 BRAEMAR HOTELS & RESO

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): May 6, 2024 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 organiz

Press Release of the Company, dated May 6, 2024

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Jordan Jennings Joseph Calabrese Chief Financial Officer Investor Relations Financial Relations Board (972) 490-9600 (972) 778-9487 (212) 827-3772 BRAEMAR HOTELS & RESORTS ANNOUNCES SHAREHOLDER VALUE CREATION PLAN DALLAS, May 6, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”), reflecting its commitment to creating long-

BRAEMAR HOTELS & RESORTS ANNOUNCES SHAREHOLDER VALUE CREATION PLAN

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Jordan Jennings Joseph Calabrese Chief Financial Officer Investor Relations Financial Relations Board (972) 490-9600 (972) 778-9487 (212) 827-3772 BRAEMAR HOTELS & RESORTS ANNOUNCES SHAREHOLDER VALUE CREATION PLAN DALLAS, May 6, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”), reflecting its commitment to creating long-

Regulation FD Disclosure

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): May 6, 2024 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 organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35972 BRAEM

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): April 22, 2024 BRAEMAR HOTELS & R

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): April 22, 2024 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 orga

Current Report

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): April 22, 2024 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 orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

1

April 11, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, NE Washington, D.

Current Report

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): April 11, 2024 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 orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Ru

BRAEMAR HOTELS & RESORTS REMINDS SHAREHOLDERS TO DISREGARD BLACKWELLS CAPITAL’S UNLAWFUL PROXY MATERIALS Recommends Shareholders Protect Their Investment by Discarding Blackwells’ Illegal White Proxy Card and Waiting to Vote Until Receiving the Compa

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Jordan Jennings Longacre Squre Partners Chief Financial Officer Investor Relations Media Contact (972) 490-9600 (972) 778-9487 [email protected] BRAEMAR HOTELS & RESORTS REMINDS SHAREHOLDERS TO DISREGARD BLACKWELLS CAPITAL’S UNLAWFUL PROXY MATERIALS Recommends Shareholders Protect Their Investment by Discarding Blackwells’ Illegal White Proxy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Current Report

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): April 10, 2024 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 orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant ☒ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

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

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Jordan Jennings Joseph Calabrese Chief Financial Officer Investor Relations Financial Relations Board (972) 490-9600 (972) 778-9487 (212) 827-3772 BRAEMAR HOTELS & RESORTS DECLARES DIVIDENDS FOR THE SECOND QUARTER OF 2024 DALLAS, April 10, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today that its Board of

Regulation FD Disclosure

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): April 10, 2024 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 orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

1

April 1, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

Current Report

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): March 25, 2024 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 orga

BRAEMAR HOTELS & RESORTS ANNOUNCES REJECTION OF MATERIALLY DEFICIENT DIRECTOR NOMINATION NOTICE FROM BLACKWELLS CAPITAL Board Unanimously Rejected Recent Director Nomination Notice from Blackwells Due to False Statements and Material Omissions in Vio

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Jordan Jennings Longacre Square Partners Chief Financial Officer Investor Relations Media Contact (972) 490-9600 (972) 778-9487 [email protected] BRAEMAR HOTELS & RESORTS ANNOUNCES REJECTION OF MATERIALLY DEFICIENT DIRECTOR NOMINATION NOTICE FROM BLACKWELLS CAPITAL Board Unanimously Rejected Recent Director Nomination Notice from Blackwells

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED MARCH 22, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act o

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED MARCH 22, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Limited Waiver Under Advisory Agreement, dated as of March 11, 2024, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K filed on March 14, 2024 (File No. 001-35972).

EXHIBIT 10.38 LIMITED WAIVER UNDER ADVISORY AGREEMENT This LIMITED WAIVER UNDER ADVISORY AGREEMENT (this “Waiver”) is entered into as of March 11, 2024, by and among BRAEMAR HOTELS & RESORTS INC. (the “Company”), BRAEMAR HOSPITALITY LIMITED PARTNERSHIP (the “Operating Partnership”), BRAEMAR TRS CORPORATION (“TRS”), ASHFORD INC. (“AINC”), and ASHFORD HOSPITALITY ADVISORS LLC (“Ashford LLC” and, tog

List of Subsidiaries of Braemar Hotels & Resorts Inc.

EXHIBIT 21.1 Braemar Hotels & Resorts Inc. Subsidiaries Listing as of December 31, 2023 All the subsidiaries listed below are incorporated or organized in Delaware except that (i) Braemar Hotels & Resorts Inc. is incorporated in Maryland, (ii) BHR Dorado LLC and BHR TRS Dorado LLC are organized in Puerto Rico and (iii) RC Hotels (Virgin Islands), Inc. is incorporated in the U.S. Virgin Islands. Br

Description of Securities

EXHIBIT 4.6 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, Braemar Hotels & Resorts Inc. (“we,” “us,” “our” and the “Company”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our Common Stock; (2) our Series B Preferred Stock; (3) our

List of Special Purpose Entities of Braemar Hotels & Resorts Inc.

EXHIBIT 21.2 Braemar Hotels & Resorts, Inc. Special Purpose Entities Listing as of December 31, 2023 Ashford Philadelphia Annex GP LLC Ashford Philadelphia Annex LP Ashford San Francisco II LP Ashford Seattle Waterfront LP CHH Capital Hotel Partners LP CHH Torrey Pines Hotel Partners LP Ashford TRS Philadelphia Annex LLC CHH Capital Tenant Corp. CHH Torrey Pines Tenant Corp. CHH Capital Hotel GP L

Amendment No. 2 to the Master Project Management Agreement, dated as of February 12, 2024, by and among Braemar TRS Corporation, CHH III Tenant Parent Corp., RC Hotels (Virgin Islands), Inc., Premier Project Management LLC and Braemar Hospitality Limited Partnership (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K filed on March 14, 2024 (File No. 001-35972).

EXHIBIT 10.37 AMENDMENT NO. 2 TO THE MASTER PROJECT MANAGEMENT AGREEMENT This Amendment No. 2 to the Master Project Management Agreement (this “Amendment”), is dated and effective as of February 12, 2024, by and among BRAEMAR TRS CORPORATION, a Delaware corporation, CHH III TENANT PARENT CORP. a Delaware corporation and RC HOTELS (VIRGIN ISLANDS), INC., a U.S. Virgin Islands corporation (together

Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1

Exhibit 97.1 Braemar Hotels & Resorts Inc. Policy on Recoupment of Incentive Compensation (Effective October 2, 2023) This policy (“Policy”) sets forth the terms and conditions under which Braemar Hotels & Resorts Inc. (the “Company”) will seek reimbursement of certain incentive compensation paid or payable to certain current or former executive officers of the Company. This Policy as amended and

First Amendment to Credit Agreement, dated as of February 21, 2024, by and among Braemar Hospitality Limited Partnership, Braemar Hotels & Resorts Inc., the lenders party thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.39 to the Annual Report on Form 10-K filed on March 14, 2024 (File No. 001-35972).

EXHIBIT 10.39 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed on February 21, 2024, by and among BRAEMAR HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), BRAEMAR HOTELS & RESORTS INC., a Maryland corporation (the “Parent”), each lender party hereto (collectively, “Lenders”), and BANK OF AMERICA, N.A., as Admin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35972 BRAEMAR HOTELS & RESORTS

Current Report

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): March 11, 2024 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 orga

BRAEMAR HOTELS & RESORTS COMPLETES NEW FINANCING FOR THE RITZ-CARLTON RESERVE DORADO BEACH

EXHIBIT 99.1 NEWS RELEASE Contact: Deric Eubanks Jordan Jennings Joseph Calabrese Chief Financial Officer Investor Relations Financial Relations Board (972) 490-9600 (972) 778-9487 (212) 827-3772 BRAEMAR HOTELS & RESORTS COMPLETES NEW FINANCING FOR THE RITZ-CARLTON RESERVE DORADO BEACH DALLAS, March 11, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today announced t

4th Quarter 2023 Earnings Update Company Presentation | March 2024 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-loo

4th Quarter 2023 Earnings Update Company Presentation | March 2024 2 Forward Looking Statements and Non-GAAP Measures In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected.

Current Report

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): March 4, 2024 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 organ

BRAEMAR HOTELS & RESORTS Fourth Quarter 2023 Conference Call March 1, 2024 10 a.m. CT

EXHIBIT 99.1 BRAEMAR HOTELS & RESORTS Fourth Quarter 2023 Conference Call March 1, 2024 10 a.m. CT Introductory Comments – Jordan Jennings Good morning and welcome to today’s call to review results for Braemar Hotels & Resorts for the fourth quarter and full year 2023 and to update you on recent developments. On the call today will be: Richard Stockton, President and Chief Executive Officer; Deric

Current Report

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): March 1, 2024 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 organ