Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Price and Dividend Information
Our common stock is listed and traded on the NYSE under the symbol “BHR.” On March 9, 2026, there were 514 holders of record.
Distributions and Our Distribution Policy
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 each quarter of 2025 in amounts that such holders of our preferred stock are entitled to receive. Our board of directors declared quarterly cash dividends of $0.05 per diluted share for the Company’s common stock for each quarter of 2025. The board of directors has not approved a common equity dividend policy for 2026 in light of the fact that there is an ongoing Company sale process, which could result in the Company’s assets being sold in more than one transaction with net proceeds being distributed to stockholders after satisfying the Company’s other obligations. 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 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:
(i) 90% of our REIT taxable income, determined before the deduction for dividends paid and excluding any net capital gain (which does not necessarily equal net income as calculated in accordance with GAAP); plus
(ii) 90% of the excess of our net income from foreclosure property over the tax imposed on such income by the Code; less
(iii) any excess non-cash income (as determined under the Code).
Distributions made by us are authorized and determined by our board of directors in its sole discretion out of funds legally available therefor and are dependent upon a number of factors, including restrictions under applicable law, actual and projected financial condition, liquidity, EBITDA, FFO and results of operations, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements and such other factors as our board of directors deems relevant. For more information regarding risk factors that could materially and adversely affect our ability to make distributions. See “Risk Factors-Risks Related to Our Status as a REIT.” We expect that, at least initially, our distributions may exceed our net income under GAAP because of non-cash expenses included in net income. 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. We cannot assure our stockholders that our distribution policy will not change in the future.
Characterization of Distributions
For income tax purposes, distributions paid consist of ordinary income, capital gains, return of capital or a combination thereof. Distributions paid per share were characterized as follows:
2025 2024 2023
Amount Amount Amount
Common Stock (cash):
Ordinary taxable dividend $ — $ — $ —
Unrecaptured 1250 gain — — —
Capital gain distribution — — —
Return of capital 0.2000000 0.2000000 0.2000000
Total $ 0.2000000 (1)
$ 0.2000000 (1)
$ 0.2000000 (1)
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2025 2024 2023
Amount Amount Amount
Preferred Stock – Series B:
Ordinary taxable dividend $ — $ — $ 0.1781351
Unrecaptured 1250 gain — — —
Capital gain distribution — 1.0383956 —
Return of capital 0.1375200 0.3368044 1.1970649
Total $ 0.1375200 (1)
$ 1.3752000 (1)
$ 1.3752000 (1)
Preferred Stock – Series D:
Ordinary taxable dividend $ — $ — $ 0.2671508
Unrecaptured 1250 gain — — —
Capital gain distribution — 1.5572914 —
Return of capital 2.0624000 0.5051086 1.7952492
Total $ 2.0624000 (1)
$ 2.0624000 (1)
$ 2.0624000 (1)
Preferred Stock – Series E:
Ordinary taxable dividend $ — $ — $ 0.2475692
Unrecaptured 1250 gain — — —
Capital gain distribution — 1.4157881 —
Return of capital 1.8750000 0.4592119 1.6636608
Total $ 1.8750000 (1) (4)
$ 1.8750000 (1) (3)
$ 1.9112300 (1) (2)
Preferred Stock – Series M (CUSIP #10482B705):
Ordinary taxable dividend $ — $ — $ 0.2701249
Unrecaptured 1250 gain — — —
Capital gain distribution — 1.5935356 —
Return of capital 2.1354100 0.5168644 1.8152351
Total $ 2.1354100 (1) (4)
$ 2.1104000 (1) (3)
$ 2.0853600 (1) (2)
Preferred Stock – Series M (CUSIP #10482B887):
Ordinary taxable dividend $ — $ — $ 0.2693166
Unrecaptured 1250 gain — — —
Capital gain distribution — 1.5888239 —
Return of capital 2.1291400 0.5153361 1.8098034
Total $ 2.1291400 (1) (4)
$ 2.1041600 (1) (3)
$ 2.0791200 (1) (2)
Preferred Stock – Series M (CUSIP #10482B796):
Ordinary taxable dividend $ — $ — $ 0.2685057
Unrecaptured 1250 gain — — —
Capital gain distribution — 1.5841121 —
Return of capital 2.1228800 0.5138079 1.8043000
Total $ 2.1228800 (1) (4)
$ 2.0979200 (1) (3)
$ 2.0728057 (1) (2)
Preferred Stock – Series M (CUSIP #10482B861):
Ordinary taxable dividend $ — $ — $ 0.2676897
Unrecaptured 1250 gain — — —
Capital gain distribution — 1.5794004 —
Return of capital 2.1166400 0.5122796 1.7988703
Total $ 2.1166400 (1) (4)
$ 2.0916800 (1) (3)
$ 2.0665600 (1) (2)
Preferred Stock – Series M (CUSIP #10482B770):
Ordinary taxable dividend $ — $ — $ 0.2668775
Unrecaptured 1250 gain — — —
Capital gain distribution — 1.5746886 —
Return of capital 2.1104000 0.5107514 1.7934125
Total $ 2.1104000 (1) (4)
$ 2.0854400 (1) (3)
$ 2.0602900 (1) (2)
79
2025 2024 2023
Amount Amount Amount
Preferred Stock – Series M (CUSIP #10482B846):
Ordinary taxable dividend $ — $ — $ 0.2660653
Unrecaptured 1250 gain — — —
Capital gain distribution — 1.5699769 —
Return of capital 2.1041600 0.5092231 1.7879000
Total $ 2.1041600 (1) (4)
$ 2.0792000 (1) (3)
$ 2.0539653 (1) (2)
Preferred Stock – Series M (CUSIP #10482B820):
Ordinary taxable dividend $ — $ — $ 0.2433000
Unrecaptured 1250 gain — — —
Capital gain distribution — 1.5652576 —
Return of capital 2.0979200 0.5076924 1.6356405
Total $ 2.0979200 (1)(4)
$ 2.0729500 (1) (3)
$ 1.8789405 (1) (2)
____________________
(1) The distributions paid January 17, 2023 to stockholders of record as of December 30, 2022 are treated as 2023 distributions for tax purposes. The fourth quarter 2023 distributions paid January 16, 2024 to stockholders of record as of December 29, 2023 are treated as 2024 distributions for tax purposes. The fourth quarter 2024 distributions paid January 15, 2025 to stockholders of record as of December 31, 2024 are treated as 2025 distributions for tax purposes. The fourth quarter 2025 distributions paid January 15, 2026 to stockholders of record as of December 31, 2025 are treated as 2026 distributions for tax purposes.
(2) Distributions per share reflects the annual rate per share for distributions reportable in 2023.
(3) Distributions per share reflects the annual rate per share for distributions reportable in 2024.
(4) Distributions per share reflects the annual rate per share for distributions reportable in 2025.
Equity Compensation Plan Information
The Company currently does not have an equity incentive plan.
Purchases of Equity Securities by the Issuer
On May 3, 2024, the board of directors approved a new share repurchase program pursuant to which the board of directors 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 $50 million. The board of directors’ authorization replaced any previous repurchase authorizations. As of December 31, 2025, the Company has not repurchased any common stock pursuant to this program.
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, 2025:
Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan
Common stock:
October 1 to October 31 — — — $ 50,000,000
November 1 to November 30 — — — $ 50,000,000
December 1 to December 31 — — — $ 50,000,000
Total — — —
80
Performance Graph
The following graph compares the percentage change in the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Stock Index and the FTSE NAREIT Lodging & Resorts Index for the period from December 31, 2020 through December 31, 2025, assuming an initial investment of $100 in stock on December 31, 2020 with reinvestment of dividends. The NAREIT Lodging & Resorts Index is not a published index; however, we believe the companies included in this index provide a representative example of enterprises in the lodging resort line of business in which we engage. Stockholders who wish to request a list of companies in the FTSE NAREIT Lodging & Resorts Index may send written requests to Braemar Hotels & Resorts Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254.
The stock price performance shown below on the graph is not necessarily indicative of future stock price performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Braemar Hotels & Resorts Inc., the S&P Index and the FTSE NAREIT Lodging & Resorts Index
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Item 6. Reserved