Braemar Hotels & Resorts Inc.

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:

Braemar Hotels & Resorts Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

2024 Proxy Statement Annual Meeting of Stockholders

Tuesday, December 17, 2024

9:00 A.M., Central Daylight Time

Braemar Hotels & Resorts Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

October 10, 2024

Dear Stockholders of Braemar Hotels & Resorts Inc.:

On behalf of the Board of Directors of Braemar Hotels & Resorts Inc., I cordially invite you to attend the 2024 annual meeting of stockholders of the Company, which will be held at 9:00 A.M., Central Daylight Time, on Tuesday, December 17, 2024 at our offices located at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254.

The year started with an unsettling fear of recession hanging over the industry. However, with the support of full employment, our economy continued to demonstrate growth. The recession never came. But the Fed remained hawkish and pushed up interest rates to quell inflation. And it worked. The COVID-inspired inflation started to subside and soon we were talking about a pivot to lower interest rates in 2024.

Early in 2023 global travel restrictions were lifted, and Americans started traveling internationally again. Unfortunately, this resulted in some softening of demand for domestic resorts. But conventions and meetings were back on the calendar as companies started to insist that their employees spend at least some of their time back in the office. But unfortunately, the work from home trend started a malaise within the office property sector, which now looks to be with us for many years to come. Values are down as much as 40% and refinancing is proving difficult and costly. Fortunately, these loans do not comprise a high proportion of the book within our money center banks. Nevertheless, some regional banks will be more acutely impacted. For the lodging industry, the result of this trend has been slightly lower occupancies, but higher average daily rates, placing RevPAR for the industry solidly above 2019 levels.

In 2023 our portfolio fared well, albeit generating RevPAR and EBITDA results below 2022. 2024 looks to be shaping up nicely, with very strong group pace and an industry forecast of 4% RevPAR growth across the industry and over 5% for the luxury segment. Expenses continue to be in focus, but will be very manageable, with unemployment ticking up slightly and having already booked significant increases in property taxes and insurance over the past two years.

Looking at our balance sheet, we have already addressed all of our 2024 debt maturities through a combination of extensions, refinancings and planned repayments. As we look forward, we anticipate more constructive debt capital markets for lodging, including lower interest costs in the form of lower base rates and credit spreads.

As always, we will continue to look at ways to fulfill our mission to create and protect stockholder value. Thank you for your continued interest in Braemar. We encourage you to read this proxy statement carefully and to return your proxy card as soon as possible so that your shares will be represented at the meeting.

Sincerely,

Monty J. Bennett

Founder and Chairman of the Board

Notice of 2024 Annual Meeting of Stockholders

Agenda

1. Election of nine directors;

2. Advisory approval of our executive compensation;

3. Ratification of the appointment of BDO USA, P.C. as our independent auditor for 2024; and

4. Transaction of any other business that may properly come before the annual meeting.

Record Date

You may vote at the 2024 annual meeting of stockholders the shares of common stock, Series E Preferred Stock and Series M Preferred Stock of which you were a holder of record at the close of business on September 20, 2024.

Review your proxy statement and vote in one of four ways

•In person: Attend the annual meeting and vote by ballot.

•By telephone: Call the telephone number and follow the instructions on your proxy card.

•Via the internet: Go to the website address shown on your proxy card and follow the instructions on the website.

•By mail: Mark, sign, date and return the enclosed proxy card in the postage paid envelope.

Regardless of the number of shares of the Company’s common stock that you own, your vote is important. Thank you for your continued support, interest, and investment in the Company.

By order of the Board of Directors,

Deric S. Eubanks

Chief Financial Officer

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

October 10, 2024

This Notice of the Annual Meeting of Stockholders and the accompanying proxy statement are first being made available to stockholders of record as of September 20, 2024, on or about October 10, 2024.

If you have any questions or require any assistance in voting your shares, please contact our proxy solicitor:

430 Park Avenue

New York, NY 10022

Stockholders Call (800) 662-5200 Toll Free

or (203) 658-9400

Email: BHR@info.sodali.com

Important Notice Regarding the Availability of Proxy Materials for the Annual Meetingto Be Held at 9:00 a.m., Central Daylight Time on Tuesday, December 17, 2024.This proxy statement,the accompanying proxy card and our Annual Report on Form 10-K forthe fiscal year ended December 31, 2023 are available at https://www.bhrreit.com