What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-10 compared with 2022-03-10 · 51 added, 40 removed, 78 unchanged (54% of the section changed)

3 unchanged sentences

Distributions and Our Distribution Policy

We did not pay dividends on our common stock in fiscal year 2020 and 2021.

On March 4, 2022, our board of directors declared a quarterly cash dividend of $0.01 per diluted share for the Company’s common stock for the first quarter of 2022.

Additionally, in March 2022, the board of directors approved an update to our previously announced dividend policy for 2022 to revise our then-expectation to pay a quarterly dividend of $0.01 per share of common stock during 2022.

The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock, 8.25% Series D Cumulative Preferred Stock, Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for the quarters ending March 30, 2022, June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023 in amounts that such holders of our preferred stock are entitled to received.

We did not pay dividends on our common stock in fiscal years 2020 and 2021.

In March 2022, the board of directors approved an update to our previously announced dividend policy for 2022 to revise our then-expectation to pay a quarterly dividend of $0.01 per share of common stock during 2022.

Our board of directors declared a quarterly cash dividend of $0.01 per diluted share for the Company’s common stock for the quarters ended March 30, 2022, June 30, 2022 and September 30, 2022.

On December 8, 2022, our board of directors increased the quarterly cash dividend from $0.01 per diluted share to $0.05 per diluted share beginning with the Company’s common stock dividend for the fourth quarter of 2022 and approved the Company’s dividend policy for 2023.

The Company expects to pay a quarterly cash dividend of $0.05 per share for the Company’s common stock for 2023, or $0.20 per share on an annualized basis.

The approval of our dividend policy does not commit our board of directors to declare future dividends with respect to any quantity or the amount thereof.

The board of directors will continue to review our dividend policy and make announcements with respect thereto.

For income tax purposes, distributions paid consist of ordinary income, capital gains, return of capital or a combination thereof.

The board will continue to review its dividend policy on a quarter-to-quarter basis.

To qualify as a REIT, we must distribute to our stockholders an amount at least equal to:

6 unchanged sentences

To the extent that our cash available for distribution is less than 90% of our REIT taxable income, we may consider various means to cover any such shortfall, including borrowing under new loans, selling certain of our assets or using a portion of the net proceeds we receive from future offerings of equity, equity-related or debt securities or declaring taxable stock dividends.

In addition, our charter allows us to issue preferred stock that could have a preference on distributions, and, if we elect such issuance, the

distribution preference on the preferred stock could limit our ability to make distributions to the holders of our common stock.

In addition, our charter allows us to issue preferred stock that could have a preference on distributions, and, if we elect such issuance, the distribution preference on the preferred stock could limit our ability to make distributions to the holders of our common stock.

We cannot assure our stockholders that our distribution policy will not change in the future.

5 unchanged sentences

Common Stock (cash):

Ordinary income $ — — % $ — — % $ — — %

Capital gain —

Unrecaptured 1250 gain — — — — — —

Return of capital — — 0.1600 (1)

Ordinary taxable dividend $ 0.0300 (1)

100.0000 % $ — — % $ — — %

Total $ — — % $ 0.1600 100.0000 % $ 0.6400 100.0000 %

Common Stock (stock - NYSE:

Ordinary income $ — — % $ — — % $ — — %

Capital gain — — — — — —

Capital gain distribution — — —

Unrecaptured 1250 gain — — — — — —

2 unchanged sentences

Preferred Stock – Series B:

Ordinary income $ — — % $ — — % $ — — %

Capital gain — — — — — —

Ordinary taxable dividend $ 1.3752 (1)

100.0000 % $ — — % $ — — %

Capital gain distribution — — — — — —

Unrecaptured 1250 gain — — — — — —

1 unchanged sentence

100.0000 1.3752 (1)

Total $ 1.3752 100.0000 % $ 1.3752 100.0000 % $ 1.3752 100.0000 %

Preferred Stock – Series D:

Ordinary income $ — — % $ — — % $ — — %

Capital gain — — — — — —

Ordinary taxable dividend $ 2.0624 (1)

100.0000 % $ — — % $ — — %

Capital gain distribution — — — — — —

Unrecaptured 1250 gain — — — — — —

1 unchanged sentence

100.0000 2.0624 (1)

100.0000 1.7817 (1)

Total $ 2.0624 100.0000 % $ 2.0624 100.0000 % $ 2.0624 100.0000 %

Preferred Stock – Series E:

Ordinary taxable dividend $ 1.9732 (1) (2)

100.0000 % — — — —

Ordinary income — — — — — —

Capital gain — — — — — —

Capital gain distribution — — — — — —

Unrecaptured 1250 gain — — — — — —

Return of capital — — 0.8330 (1)

Total $ 1.9732 100.0000 % $ 0.8330 100.0000 % $ — — %

Preferred Stock – Series M (CUSIP #10482B705):

Ordinary taxable dividend 2.0621 (1) (2)

100.0000 % — — — —

Capital gain distribution — — — — — —

Unrecaptured 1250 gain — — — — — —

Return of capital — 0.6832 (1)

Total $ 2.0621 100.0000 % $ 0.6832 100.0000 % $ — — %

Preferred Stock – Series M:

Preferred Stock – Series M (CUSIP #10482B887):

Ordinary taxable dividend 2.0538 (1) (2)

100.0000 % — — — —

Ordinary income — — — — — —

Capital gain — — — — — —

Capital gain distribution — — — — — —

Unrecaptured 1250 gain — — — — — —

Return of capital — — 0.6832 (1)

Total $ 2.0538 100.0000 % $ 0.6832 100.0000 % $ — — %

Preferred Stock – Series M (CUSIP #10482B796, 10482B861, 10482B770 and 10482B846):

Ordinary taxable dividend 1.8788 (1) (2)

100.0000 % — — — —

Capital gain distribution — — — — — —

Unrecaptured 1250 gain — — — — — —

Return of capital — — — — — —

Total $ 1.8788 100.0000 % $ — — % $ — — %

2 unchanged sentences

The fourth quarter 2020 distributions paid January 15, 2021 to stockholders of record as of December 31, 2020 are treated as 2021 distributions for tax purposes.

The fourth quarter 2020 distributions paid January 15, 2021 to stockholders of

record as of December 31, 2020 are treated as 2021 distributions for tax purposes.

The fourth quarter 2021 distributions paid January 18, 2022 to stockholders of record as of December 31, 2021 are treated as 2022 distributions for tax purposes.

(2) On November 5, 2019 Braemar distributed its remaining shares of common stock in Ashford Inc.

AINC) to the common stockholders of record as of the close of business of the New York Stock Exchange on October 29, 2019.

The distributions paid January 17, 2023 to stockholders of record as of December 30, 2022 are treated as 2023 distributions for tax purposes.

(2) Distributions per share reflects the annual rate per share for distributions reportable in 2022.

Equity Compensation Plan Information

The following table sets forth certain information with respect to securities authorized and available for issuance under our equity compensation plans.

Number of Securities to be Issued Upon Exercise of

Outstanding Options, Warrants and Rights Weighted-Average Exercise Price Of Outstanding Options, Warrants, And Rights Number of Securities Remaining Available for Future Issuance

Number of Securities to be Issued Upon

Outstanding Options, Warrants and Rights (1)

Weighted-Average Exercise Price Of Outstanding Options, Warrants, And Rights Number of

Securities Remaining Available for Future Issuance

Equity compensation plans approved by security holders

None N/A 774,108 (1)

972,728 N/A 1,469,068 (2)

Equity compensation plans not approved by security holders None N/A None

Total None N/A 774,108

Total 972,728 N/A 1,469,068

____________________

(1) As of December 31, 2021, approximately 774,000 shares of our common stock, or securities convertible into approximately 774,000 shares of our common stock, remained available for issuance under our 2013 Equity Incentive Plan.

(1) Consists of rights to acquire our common stock subject to the satisfaction of service and or performance vesting conditions (with the amount shown assuming the maximum level of performance under the 2021 and 2022 PSU awards).

The number of shares subject to issuance under the PSUs (if any) will depend on the ultimate actual performance level, and the Company in its discretion may settle the 2022 PSUs in cash rather than shares of common stock.

(2) As of December 31, 2022, approximately 1,469,000 shares of our common stock, or securities convertible into approximately 1.5 million shares of our common stock, remained available for issuance under our 2013 Equity Incentive Plan.

On February 23, 2021, the board of directors terminated the Advisor Equity Incentive Plan.

2 unchanged sentences

Purchases of Equity Securities by the Issuer

On December 5, 2017, our board of directors approved the stock repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock having an aggregate value of up to $50 million.

The board of directors’ authorization replaced any previous repurchase authorizations.

No shares were purchased during the year ended December 31, 2021, pursuant to the authorization.

$50 million remains authorized by the board of directors pursuant to the December 5, 2017 approval.

On December 7, 2022, our board of directors approved a new stock repurchase program pursuant to which the board granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share, having an aggregate value of up to $25 million.

The Board’s authorization replaced any previous repurchase authorizations.

During the year ended December 31, 2022, we repurchased 1.5 million shares of our common stock for approximately $6.1 million.

Subsequent to December 31, 2022, the Company repurchased approximately 3.9 million shares of its common stock for approximately $18.9 million.

The Company repurchased approximately 5.4 million shares of its common stock for approximately $25.0 million and has completed the $25.0 million repurchase authorization.

The following table provides the information with respect to purchases of our common stock during each of the months in the quarter ended December 31, 2022:

9 unchanged sentences

__________________

(1) There is no cost associated with the forfeiture of restricted shares of 3,254, 44 and 642 of our common stock in October, November and December, respectively.

(1) Includes 13,302 shares in December that were withheld to cover tax-withholding requirements related to the vesting of restricted shares of our common stock issued to employees of our advisor pursuant to the Company’s stockholder-approved stock incentive plan.

(2) There is no cost associated with the forfeiture of restricted shares of 12,597 and 342 of our common stock in October and November, respectively.

Performance Graph

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity