Material Event - Form 8-K

ITEM 8.01 OTHER EVENTS.

Braemar Hotels & Resorts Inc. (the "Company") announced today that it has postponed its 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), previously scheduled to be held on May 15, 2024. The Company and Blackwells Capital LLC ("Blackwells") are litigants in a consolidated action in the United States District Court for the Northern District of Texas with respect to the validity of the purported nomination by Blackwells of director nominees for the 2024 Annual Meeting. That litigation is currently stayed.

The 2024 Annual Meeting of Stockholders will be held on July 30, 2024. The record date for the 2024 Annual Meeting will be May 2, 2024. The Company intends to file with the Securities and Exchange Commission a revised proxy statement reflecting the new date of the 2024 Annual Meeting and related record date as set forth herein.

Additional Information and Where to Find it

The Company has filed its Preliminary Proxy Statement on April 2, 2024 and Amendment No. 1 to the Preliminary Proxy Statement on April 11, 2024 on Schedule 14A with the Securities and Exchange Commission (the "SEC"). The Company intends to file a definitive proxy statement and other relevant materials with respect to the Company's solicitation of proxies for the Annual Meeting expected to be held on July 30, 2024. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND THEDEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. The Preliminary Proxy Statement (and the definitive proxy statement and other relevant materials when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC at the Company's website, http://www.bhrreit.com, under the "Investor" link, or by requesting them in writing or by telephone from us at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254, Attn: Investor Relations or (972) 490-9600.

Participants

The Company and its directors and executive officers will be participants in the solicitation of proxies with respect to a solicitation by the Company. Information about those executive officers and directors of the Company and their ownership of the Company's common stock is set forth in the Preliminary Proxy Statement. Investors and security holders may obtain additional information regarding direct and indirect interests of the Company and its executive officers and directors in the matters to be voted upon at the Annual Meeting by reading the Preliminary Proxy Statement. These documents are or will be available free of charge at the SEC's website at www.sec.gov.