{"schema_version":"secwatch.filing_event.v1","accession":"0001574085-23-000009","form_type":"8-K","ticker":"BHR","cik":"0001574085","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2023-02-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:45.656593+00:00","generated_at":"2026-06-20T03:45:44.512909+00:00","sec_items":["4.02"],"event_type":"other_material","sentiment":"negative","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Braemar Hotels restates Q3 2022 results; missed $4.8M preferred stock adjustment, EPS cut from $0.11 to $0.04","bullets":["Audit committee concluded Q3 2022 financials misstated; non-cash redemption value adjustment for Series E and M preferred stock omitted.","For nine months ended Sept 30, 2022: net income to common stockholders revised from $7.6M to $2.8M; EPS from $0.11 to $0.04.","For three months ended Sept 30, 2022: net loss increased from $14.1M to $16.7M; loss per share from $(0.20) to $(0.24).","Company expects to report a material weakness in internal control over financial reporting in its Form 10-Q/A.","Deemed dividend adjustment was $2.6M for Q3 and $4.8M YTD; AFFO and Adjusted EBITDAre unaffected."],"urls":{"canonical":"https://secwatch.observer/filing/0001574085-23-000009","json":"https://secwatch.observer/filing/0001574085-23-000009.json","markdown":"https://secwatch.observer/filing/0001574085-23-000009.md","text":"https://secwatch.observer/filing/0001574085-23-000009.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000157408523000009/0001574085-23-000009-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000157408523000009/bhr-20230201.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T03:45:44.512909+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"bf5acddbcacf968148879cdbd7513d2b5e86d224","claim":"Braemar Hotels & Resorts Inc. reported that prior financial statements should not be relied upon.","evidence_excerpt":"lidated statements of equity for the three and nine months ended September 30, 2022, in the line item entitled “redemption value adjustment - preferred stock.” The effect of correcting this misstatement will result in a restatement of the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2022 as shown in the table below (amounts in thousands except per share amounts): As Originally Reported Adjustment As Restated Condensed Consolidated Statement of Operations Deemed dividend on redeemable preferred stock $ — $ (4,802) $ (4,802) Net income (loss) attributable to common stockholders $ 7,594 $ (4,802) $ 2,792 Income (loss) per share - basic: Net income (loss) allocated to common stockholders per share $ 0.11 $ (0.07) $ 0.04 Income (loss) per share - diluted: Net income (loss) allocated to common stockholders per share $ 0.11 $ (0.07) $ 0.04 The","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000157408523000009/0001574085-23-000009-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"non reliance"}],"fact_type":"auditor_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}