Form 8-K - 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 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 organization)

(Commission File Number)

(IRS employer identification number)

14185 Dallas Parkway

Suite 1200

Dallas

Texas

75254

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BHR

New York Stock Exchange

Preferred Stock, Series B

BHR-PB

New York Stock Exchange

Preferred Stock, Series D

BHR-PD

New York Stock Exchange

ITEM 7.01 REGULATION FD DISCLOSURE.

On January 25, 2024, Braemar Hotels & Resorts Inc. (the “Company”) announced certain tax reporting information related to its 2023 common and preferred dividends.

The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit

Number Exhibit Description

99.1 Press Release of the Company, dated January 25, 2024

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BRAEMAR HOTELS & RESORTS INC.

Dated: January 25, 2024	By:	/s/ Alex Rose
		Alex Rose
		Executive Vice President, General Counsel & Secretary

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 TAX REPORTING INFORMATION FOR 2023 COMMON AND PREFERRED SHARE DISTRIBUTIONS

DALLAS – January 25, 2024 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today announced the tax reporting (Federal Form 1099-DIV) information for the 2023 distributions on its common shares and its Series B, D, E and M preferred shares.

The amounts below represent the income tax treatment applicable to each distribution that is reportable in 2023. The common and preferred distributions that the Company paid on January 17, 2023 to stockholders of record as of December 30, 2022 are reportable in 2023. The common and preferred distributions that the Company paid on January 16, 2024 to stockholders of record as of December 29, 2023 will be reportable in 2024.

The income tax treatment for 2023 for Braemar Hotels and Resorts Inc. Common Stock CUSIP #10482B101 traded on the NYSE under ticker symbol “BHR” is as follows:


Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$0.2000000	$0.0000000	$0.0000000	$0.0000000	$0.2000000

Percent	100%	0%	0%	0%	100%

The income tax treatment for the 2023 distributions for Braemar Hotels and Resorts Inc. Series B Cumulative Convertible Preferred Stock CUSIP #10482B200 traded on the NYSE under ticker symbol “BHRPrB” is as follows:


Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$1.3752000	$0.1781351	$0.1781351	$0.0000000	$1.1970649

Percent	100%	12.95340%	12.95340%	0%	87.04660%

The income tax treatment for the 2023 distributions for Braemar Hotels and Resorts Inc. Series D Cumulative Preferred Stock CUSIP #104823B09 traded on the NYSE under ticker symbol “BHRPrD” is as follows:


Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0624000	$0.2671508	$0.2671508	$0.0000000	$1.7952492

Percent	100%	12.95340%	12.95340%	0%	87.04660%

The income tax treatment for the 2023 distributions for Braemar Hotels and Resorts Inc. Series E Redeemable Preferred Stock (CUSIPs #10482B606, 10482B804, 10482B812, 10482B879, 10482B788, 10482B853 and 10482B838) is as follows:


Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$1.9112300	$0.2475692	$0.2475692	$0.0000000	$1.6636608

Percent	100%	12.95340%	12.95340%	0%	87.04660%

Distributions Per Share reflects the annual rate per share for distributions reportable in 2023.

The income tax treatment for the 2023 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B705) is as follows:


Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0853600	$0.2701249	$0.2701249	$0.0000000	$1.8152351

Percent	100%	12.95340%	12.95340%	0%	87.04660%

The income tax treatment for the 2023 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B887) is as follows:


Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0791200	$0.2693166	$0.2693166	$0.0000000	$1.8098034

Percent	100%	12.95340%	12.95340%	0%	87.04660%

The income tax treatment for the 2023 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B796) is as follows:


Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0728600	$0.2685057	$0.2685057	$0.0000000	$1.8043543

Percent	100%	12.95340%	12.95340%	0%	87.04660%

The income tax treatment for the 2023 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B861) is as follows:


Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0665600	$0.2676897	$0.2676897	$0.0000000	$1.7988703

Percent	100%	12.95340%	12.95340%	0%	87.04660%

The income tax treatment for the 2023 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B770) is as follows:


Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0602900	$0.2668775	$0.2668775	$0.0000000	$1.7934125

Percent	100%	12.95340%	12.95340%	0%	87.04660%

The income tax treatment for the 2023 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B846) is as follows:


Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$2.0540200	$0.2660653	$0.2660653	$0.0000000	$1.7879547

Percent	100%	12.95340%	12.95340%	0%	87.04660%

The income tax treatment for the 2023 distributions for Braemar Hotels and Resorts Inc. Series M Redeemable Preferred Stock (CUSIP #10482B820) is as follows:


Distribution Type
	Distributions Per Share	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Total Cash Per Share	$1.8790400	$0.2433995	$0.2433995	$0.0000000	$1.6356405

Percent	100%	12.95340%	12.95340%	0%	87.04660%

Distributions Per Share reflects the annual rate per share for distributions reportable in 2023.

In accordance with IRS Code Section 6045B, the Company will post Form 8937, Report of Organizational Actions Affecting Basis of Securities, which may be found in the Corporate Actions section of the Company's website. This form provides detailed information on the return of capital amount of the common and preferred share distributions.

The Company encourages stockholders to consult with their own tax advisors with respect to the federal, state and local, and foreign income tax effects of these dividends.

* * * * *

Braemar Hotels & Resorts is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.

Forward-Looking Statements

Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Braemar’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; risks associated with our ability to effectuate our dividend policy, including factors such as operating results and the economic outlook influencing our board’s decision whether to pay further dividends at levels previously disclosed or to use available cash to pay dividends; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Braemar’s filings with the Securities and Exchange Commission.

The forward-looking statements included in this press release are only made as of the date of this press release. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.

Cover Page Cover Page	Jan. 25, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 25, 2024
Entity Registrant Name	BRAEMAR HOTELS & RESORTS INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-35972
Entity Tax Identification Number	46-2488594
Entity Address, Address Line One	14185 Dallas Parkway
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	972
Local Phone Number	490-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001574085
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	BHR
Security Exchange Name	NYSE
Series B Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series B
Trading Symbol	BHR-PB
Security Exchange Name	NYSE
Series D Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock, Series D
Trading Symbol	BHR-PD
Security Exchange Name	NYSE