8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 10, 2018

BRAEMAR HOTELS & RESORTS INC.

(Exact name of registrant as specified in its charter)

MARYLAND	001-35972	46-2488594
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

14185 Dallas Parkway, Suite 1100
Dallas, Texas	75254
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

ITEM 7.01     REGULATION FD DISCLOSURE.

On December 10, 2018, Braemar Hotels & Resorts Inc. (the “Company”) issued a press release announcing that its Board of Directors:

a) declared a common stock dividend for the fourth quarter ending December 31, 2018, of $0.16 per diluted share, payable January 15, 2019, to shareholders of record as of December 31, 2018;

b) declared a dividend for the fourth quarter ending December 31, 2018, of $0.3438 per diluted share, for the Company’s 5.5% Series B Cumulative Convertible Preferred Stock. This dividend is payable January 15, 2019, to shareholders of record as of December 31, 2018; and

c) declared a dividend for the fourth quarter ending December 31, 2018, of $0.234896 per diluted share, for the Company’s 8.25% Series D Cumulative Convertible Preferred Stock. This dividend is pro-rated for the number of days the Series D Cumulative Preferred Stock was outstanding during the quarter. This dividend is payable January 15, 2019, to shareholders of record as of December 31, 2018.

The Board also approved the Company's dividend policy for 2019. The Company expects to pay a quarterly cash dividend of $0.16 per share for 2019, or $0.64 per share on an annualized basis. The Board will continue to review its dividend policy on a quarter-to-quarter basis. The adoption of a dividend policy does not commit the Board of Directors to declare future dividends or the amount thereof.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit

NumberExhibit Description

99.1 Press Release of the Company, dated December 10, 2018, furnished under Item 7.01, announcing the declaration of dividends

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 10, 2018

BRAEMAR HOTELS & RESORTS INC.
By:	/s/ ROBERT G. HAIMAN
	Robert G. Haiman
	Executive Vice President, General Counsel & Secretary

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

Contact:	Deric Eubanks	Jordan Jennings	Joseph Calabrese
	Chief Financial Officer	Investor Relations	Financial Relations Board
	(972) 490-9600	(972) 778-9487	(212) 827-3772

BRAEMAR HOTELS & RESORTS DECLARES DIVIDENDS

FOR FOURTH QUARTER Of 2018 AND

ISSUES GUIDANCE FOR 2019 DIVIDENDS

DALLAS, December 10, 2018 - Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today that its Board of Directors declared a quarterly cash dividend of $0.16 per diluted share for the Company's common stock for the fourth quarter ending December 31, 2018. The dividend, which equates to an annual rate of $0.64 per share, is payable on January 15, 2019, to shareholders of record as of December 31, 2018.

The Board also approved the Company's dividend policy for 2019. The Company expects to pay a quarterly cash dividend of $0.16 per share for 2019, or $0.64 per share on an annualized basis. The Board will continue to review its dividend policy on a quarter-to-quarter basis. The adoption of a dividend policy does not commit the Board of Directors to declare future dividends or the amount thereof.

The Board declared a quarterly cash dividend of $0.3438 per diluted share for the Company's 5.5% Series B Cumulative Convertible Preferred Stock for the fourth quarter ending December 31, 2018. The dividend, which equates to an annual rate of $1.375 per share, is payable on January 15, 2019, to shareholders of record as of December 31, 2018.

The Board declared a quarterly cash dividend of $0.234896 per diluted share for the Company's 8.25% Series D Cumulative Preferred Stock for the fourth quarter ending December 31, 2018. This dividend is pro-rated for the number of days the Series D Cumulative Preferred Stock was

outstanding during the quarter. The dividend, which equates to an annual rate of $2.0625 per share, is payable on January 15, 2019, to shareholders of record as of December 31, 2018.

Braemar Hotels & Resorts is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.

Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple’s App Store and the Google Play Store by searching “Ashford.”

Certain statements and assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Braemar’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Braemar’s filings with the Securities and Exchange Commission.

The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.