1 unchanged sentence
Rule 10b5-1 Trading Agreements
−Removed: During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.
Exhibit Description
9 unchanged sentences
(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 23, 2018) (File No.
+Added: Exhibit Description
3.6 Articles of Amendment of Braemar Hotels & Resorts Inc., accepted for record and certified by the SDAT on January 23, 2020 (incorporated by reference to Exhibit 3.13 to Amendment No.
1 to the Registration Statement on Form S-3 filed with the SEC on January 24, 2020) (File No.
−Removed: Fourth Amended and Restated Bylaws, as amended by Amendment No.
−Removed: 1 on March 17, 2022, by Amendment No.
−Removed: 2 on February 23, 2023 and by Amendment No.
−Removed: 3 on August 4, 2023, adopted on August 4, 2023 (incorporated by reference to Exhibit 3.
−Removed: 7 to the Quarterly Report on Form 10-Q filed on August 7, 2023) (File No.
−Removed: 10.1 Limited Waiver Under Advisory Agreement, dated as of March 2, 2023, 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 10.1 to the Current Report on Form 8-K filed March 3, 2023) (File No.
+Added: F i fth Amended and Restated Bylaws, as amended by Amendment No.1 on Feb ruary 27 ,2024 , adopted on Feb r uary 27,2024 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on March 1, 2024) (File NO.
10.1 Amendment No.
−Removed: 4 to the Braemar Hotels & Resorts, Inc.
−Removed: Second Amended and Restated 2013 Equity Incentive Plan (incorporated by reference to Annex B to the Company’s Proxy Statement on Schedule 14A filed March 28, 2023) (File No.
−Removed: 10.3 Credit Agreement, dated as of July 31, 2023, 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 10.1 to the Current Report on Form 8-K filed August 1, 2023) (File No.
+Added: 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.
+Added: 10.2 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.
+Added: 10.3 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.
+Added: (incorporated by reference to Exhibit 10.39 to the Annual Report on Form 10-K filed on March 14, 2024 (File No.
31.1* Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended.
−Removed: Exhibit Description
31.2* Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended.
3 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 are formatted in XBRL (Extensible Business Reporting Language):
+Added: The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 are formatted in XBRL (Extensible Business Reporting Language):
(i) Consolidated Balance Sheets;
19 unchanged sentences
BRAEMAR HOTELS & RESORTS INC.
−Removed: November 8, 2023 By:
+Added: May 9, 2024 By:
/s/ RICHARD J.
President and Chief Executive Officer
−Removed: November 8, 2023 By:
+Added: May 9, 2024 By:
Chief Financial Officer
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.