Braemar Hotels & Resorts Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
BHR$1.56+1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001574085-25-000130
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001574085-26-000079
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 198 previous paragraphs and 146 current paragraphs.
82 unchanged; 47 reworded; 16 added; 59 removed; 10 previous and 1 current paragraphs rearranged.
Tables are not compared: 14 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
On February 20, 2026, our board of directors, in consultation with counsel, in compliance with Article II, Section 12 of the Company’s bylaws, voted unanimously (with Mr. Ghassemieh recused) to determine that Mr. Ghassemieh was in breach of the cooperation agreement entered into on August 25, 2025 between the Company, Ashford Trust, Ashford Inc. and Mr. Ghassemieh (the “Ghassemieh Agreement”). Accordingly, pursuant to Section 4(a)(ii) of the Ghassemieh Agreement, Mr. Ghassemieh’s irrevocable resignation letter executed by Mr. Ghassemieh in connection with the Ghassemieh Agreement became effective on February 20, 2026.
Current report
On March 5, 2026, Ashford Inc. and Ashford LLC agreed with Deric Eubanks, the Chief Financial Officer of Ashford Inc., and Ashford LLC that, effective March 31, 2026 (the “Termination Date”), Mr. Eubanks would terminate employment with and service to Ashford Inc., Ashford LLC and their affiliates. Mr. Eubanks was also the Chief Financial Officer of the Company and Ashford Trust and accordingly his service as Chief Financial Officer of each of the Company and Ashford Trust ended effective as of the Termination Date. Effective on the Termination Date, Justin Coe, the Company’s current Chief Accounting Officer and principal accounting officer, assumed the role of principal financial officer of the Company.
Current report
On March 31, 2026, the Advisor delivered written notice to the Company of the Advisor’s election to extend the term of our advisory agreement (the “Extension Notice”). Pursuant to Section 12.2 of our advisory agreement, the Advisor exercised its right to extend the agreement for an additional ten-year term, commencing on January 24, 2027 and expiring on January 24, 2037. All terms, conditions, rights and obligations under our advisory agreement will remain in full force and effect during the extended term, subject to Section 6.6 of our advisory agreement that provides the parties to our advisory agreement the right to renegotiate the amount of the Base Fee or Incentive Fee (as such terms are defined in our advisory agreement) payable by the Company.
Current report
On April 23, 2026, the Company announced that its board of directors declared and set aside the April 2026 portion of the second quarter 2026 dividends for its Series B Convertible Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series M Preferred Stock.
Current report
On April 27, 2026, the Company entered into an Agreement of Purchase and Sale (the “Agreement”) for the sale of Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado for $176 million in cash, subject to customary pro-rations and adjustments. The agreement included a $6.5 million nonrefundable deposit. The sale is scheduled to close in the second quarter of 2026, subject to customary closing conditions.
Current report
$3.3 million at ten comparable hotel properties. This increase was partially offset by an aggregate decrease of $885,000 at The Notary Hotel, The Ritz-Carlton Lake Tahoe and Four Seasons Resort Scottsdale and a decrease of $1.9 million due to the sales of The Clancy and Marriott Seattle Waterfront.
Current report
The increase in direct expenses is associated with higher direct expenses of $684,000 at our 13 comparable hotel properties partially offset by a decrease of $132,000 due to the sales of The Clancy and Marriott Seattle Waterfront.
Current report
Management Fees. Base management fees decreased $716,000, or 10.4%, to $6.2 million in the 2026 quarter compared to the 2025 quarter. Management fees decreased $754,000 due to the sales of The Clancy and Marriott Seattle Waterfront, and decreases of $233,000 at The Ritz-Carlton Sarasota, Cameo Beverly Hills, Capital Hilton and Park Hyatt Beaver Creek Resort & Spa. These decreases were partially offset by an aggregate increase of $271,000 at nine comparable hotel properties.
Current report
Depreciation and Amortization. Depreciation and amortization decreased $816,000, or 3.5%, to $22.6 million for the 2026 quarter compared to the 2025 quarter. This decrease is due to lower depreciation of $3.4 million from the sales of The Clancy and Marriott Seattle Waterfront and an aggregate decrease of $324,000 at Capital Hilton, Sofitel Chicago Magnificent Mile and Pier House Resort & Spa. These decreases were partially offset by an aggregate increase of $2.9 million at ten comparable hotel properties.
Current report
In the 2026 quarter, we recorded an advisory services fee of $7.4 million, which included a base advisory fee of $3.8 million and reimbursable expenses of $3.6 million.
Current report
Corporate general and administrative expense was $2.9 million in the 2025 quarter and consisted of $1.5 million in professional fees, $673,000 of public company costs and $717,000 in miscellaneous expenses.
Current report
Each share of our Series E Preferred Stock and Series M Preferred Stock is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee, subject to the limitations as stated in the Articles Supplementary.
Current report
As of March 31, 2026, the Company determined that a portion of the outstanding Series E Preferred Stock and Series M Preferred Stock met the criteria for mandatory redemption based on certain holders initiating redemption requests that exceeded the limitations set forth in the Articles Supplementary. As of March 31, 2026, the Company has received $45.7 million in investor-initiated Series E Preferred Stock redemption requests and $1.0 million in investor-initiated Series M Preferred Stock redemption requests that have not been completed and are included in “redeemable preferred stock redemptions payable” in our condensed consolidated balance sheet.
Current report
Based on the various limitations in place as of March 31, 2026, and not considering any future redemption requests received, we expect that all of these redemption requests will be fulfilled over the subsequent twelve months from March 31, 2026. As of April 30, 2026, the redeemable preferred stock redemptions payable was approximately $49.7 million.
Current report
Potential Strategic Transaction
Current report
As previously disclosed, our board of directors is exploring potential strategic alternatives, including a potential sale of the Company or one or more potential transactions involving the sale of individual assets. However, there can be no assurance that the strategic process will result in a transaction of any kind. The outcome of the process will depend on many factors beyond our control, including the availability of interested buyers for the Company as a whole or for individual assets, the state of the capital markets, macroeconomic and industry conditions, and the ability to negotiate mutually acceptable terms. The failure to complete a transaction, or uncertainty about whether or when a transaction may be completed, could negatively affect investor sentiment, cause volatility in our stock price, and adversely affect our business, operating results, liquidity, and financial condition. We can give no assurance that the strategic process will result in a definitive agreement or a completed transaction, whether involving the entire Company or individual assets, on terms favorable to stockholders, or at all.
Removed paragraphs (59)
Previous report
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The tax provisions in the OBBBA did not have a material impact on our consolidated financial statements.
Previous report
On July 25, 2025, we amended the mortgage loan secured by The Ritz-Carlton Lake Tahoe. Terms of the amendment included extending the maturity date from July 2025 to July 2026.
Previous report
On August 7, 2025, we sold the Marriott Seattle Waterfront hotel pursuant to an Agreement of Purchase and Sale, entered into effective July 3, 2025, for $145 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $88.4 million on the mortgage loan that was partially secured by the hotel property.
Previous report
On August 15, 2025, the Company refinanced its $140.0 million mortgage loan secured by the Four Seasons Scottsdale which had an interest rate of SOFR + 3.75% and a final maturity date in December 2028. The new non-recourse loan has a balance of $180.0 million and bears interest at a floating rate of SOFR + 3.00%. The new loan has a three-year initial term with two, one-year extension options, subject to the satisfaction of certain conditions.
Previous report
On August 25, 2025, Braemar, Ashford Trust, and Ashford Inc. (collectively, the “Company Group”) entered into a cooperation agreement (the “Agreement”) with Babak “Bob” Ghassemieh and certain related parties of Mr. Ghassemieh (together with the other signatories other than the Company Group, the “Ghassemieh Group”).
Previous report
Pursuant to the Agreement, the Company appointed Mr. Ghassemieh to the Company’s board of directors (the “Board”) and the Ghassemieh Group agreed to withdraw the notice delivered to the Company on June 2, 2025, purporting to nominate director candidates to the Board. In addition, the Company agreed to nominate Mr. Ghassemieh or a Replacement Director (as defined below) for election at the Company’s 2025 and 2026 annual stockholder meetings.
Previous report
The Agreement provides the Ghassemieh Group rights to a replacement director (a “Replacement Director”) selected by the Board from a specified list of individuals in the event that Mr. Ghassemieh ceases to serve as a director under certain circumstances. These replacement rights fall away if the Ghassemieh Group ceases to hold the Minimum Ownership Threshold (as defined below). Additionally, pursuant to the terms of the Agreement, Mr. Ghassemieh and, if applicable, any Replacement Director, will be required to deliver to the Company an irrevocable resignation letter pursuant to which he or she will resign from the Board and all applicable committees thereof effective immediately if the Ghassemieh Group (i) ceases to hold at least the lesser of 3% of the Company’s then-outstanding common stock and 2,046,583 shares of the Company’s common stock (such lesser amount, the “Minimum Ownership Threshold”) or (ii) if a member of the Ghassemieh Group or certain related parties breach the Agreement or the Company’s policies (subject to cure).
Previous report
Pursuant to the Agreement, the Ghassemieh Group has agreed to abide by certain standstill restrictions, voting commitments (subject to exceptions for certain extraordinary transactions) and other provisions with respect to the members of the Company Group, including a mutual non-disparagement provision, each of which will remain in effect until the later of (i) the date of the Company’s 2026 Annual Meeting of Stockholders and (ii) the date that is three months after the last day that Mr. Ghassemieh (or a Replacement Director) is a member of the Board.
Previous report
On August 26, 2025, Braemar entered into an agreement with Ashford Inc. to explore a potential sale of Braemar. Pursuant to the Letter Agreement, Braemar and Ashford Inc. agreed that the termination fee payable to Ashford Inc. under the advisory agreement is $574.8 million (exclusive of accrued fees). However, Braemar and Ashford Inc. have agreed to the payment of a discounted aggregate amount of $480.0 million plus accrued fees. Ashford Inc. received a $17.0 million payment upon execution of the agreement. The $17.0 million payment will be credited against other amounts due to Ashford Inc. from Braemar if the sale of the Company does not occur before July 1, 2028.
Previous report
On November 6, 2025, we sold The Clancy pursuant to an Agreement of Purchase and Sale, entered into effective October 6, 2025, for $115.0 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $64.7 million on the mortgage loan that was partially secured by the hotel property.
Previous report
Rooms Revenue. Rooms revenue decreased $6.7 million, or 7.3%, to $85.7 million during the 2025 quarter compared to the 2024 quarter primarily due to the sales of Marriott Seattle in August 2025 and Hilton La Jolla Torrey Pines in July 2024. During the 2025 quarter, our 14 comparable hotel properties experienced a 209 basis point decrease in occupancy and a 4.4% increase in room rates.
Previous report
(2)This hotel was under renovation during the 2024 quarter.
Previous report
Food and Beverage Revenue. Food and beverage revenue increased $1.9 million, or 5.3%, to $36.6 million during the 2025 quarter compared to the 2024 quarter. This increase is attributable to an aggregate increase of $5.4 million at nine comparable hotel properties, partially offset by a decrease of $2.3 million at The Ritz-Carlton St. Thomas, The Notary Hotel, Cameo Beverly Hills, Sofitel Chicago Magnificent Mile and Hotel Yountville and a decrease of $1.2 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines.
Previous report
Other Hotel Revenue. Other hotel revenue, which consists mainly of condo management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, increased $28,000, or 0.1%, to $21.2 million during the 2025 quarter compared to the 2024 quarter. This increase is attributable to an aggregate increase of $1.9 million at seven comparable hotel properties, partially offset by a decrease of $959,000 due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and a decrease of $868,000 at Four Seasons Resort Scottsdale, Cameo Beverly Hills, Park Hyatt Beaver Creek Resort & Spa, The Ritz-Carlton St. Thomas, The Clancy, Hotel Yountville and The Ritz-Carlton Reserve Dorado Beach.
Previous report
Rooms Expense. Rooms expense decreased $820,000, or 3.2%, to $24.7 million in the 2025 quarter compared to the 2024 quarter. This decrease is primarily attributable to an aggregate decrease of $1.4 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and an aggregate decrease of $789,000 at five comparable hotel properties. These decreases are partially offset by an aggregate increase of $1.4 million at The Ritz-Carlton Reserve Dorado Beach, The Clancy, The Ritz-Carlton Lake Tahoe, Four Seasons Resort Scottsdale, The Ritz-Carlton Sarasota, Capital Hilton, Bardessono Hotel and Spa, Hotel Yountville and Cameo Beverly Hills.
Previous report
Food and Beverage Expense. Food and beverage expense decreased $1.3 million, or 4.1%, to $30.7 million during the 2025 quarter compared to the 2024 quarter. This decrease is attributable to an aggregate decrease of $2.1 million at five comparable hotel properties and a decrease of $1.1 million from the two disposed hotel properties, partially offset by an aggregate increase of $1.9 million at The Ritz-Carlton Reserve Dorado Beach, The Ritz-Carlton Sarasota, The Ritz-Carlton Lake Tahoe, Capital Hilton, Park Hyatt Beaver Creek Resort & Spa, Hotel Yountville, The Notary Hotel, Pier House Resort & Spa and Sofitel Chicago Magnificent Mile.
Previous report
The decrease in direct expenses is associated with lower direct expenses of approximately $292,000 at six comparable hotel properties and a decrease of $92,000 from the two disposed hotel properties. These decreases were partially offset by an aggregate increase of approximately $357,000 at The Ritz-Carlton Lake Tahoe, Four Seasons Resort Scottsdale, The Ritz-Carlton Sarasota, Sofitel Chicago Magnificent Mile, The Notary Hotel, Bardessono Hotel and Spa, The Ritz-Carlton Reserve Dorado Beach and Cameo Beverly Hills.
Previous report
Management Fees. Base management fees decreased $429,000, or 8.8%, to $4.4 million in the 2025 quarter compared to the 2024 quarter. Base management fees decreased by $389,000 at eight comparable hotel properties and $294,000 from the two disposed hotel properties. These decreases were partially offset by an aggregate increase of $254,000 at The Clancy, The Ritz-Carlton Reserve Dorado Beach, Four Seasons Resort Scottsdale, The Ritz-Carlton Lake Tahoe, Pier House Resort & Spa and Hotel Yountville.
Previous report
Depreciation and Amortization. Depreciation and amortization decreased $1.9 million, or 7.6%, to $23.2 million in the 2025 quarter compared to the 2024 quarter. There was an aggregate decrease of $2.1 million at six comparable hotel properties and a decrease of $2.1 million from the two disposed hotel properties, partially offset by an aggregate increase of $2.3 million at Park Hyatt Beaver Creek Resort & Spa, The Ritz-Carlton Sarasota, Cameo Beverly Hills, The Ritz-Carlton Lake Tahoe, The Ritz-Carlton Reserve Dorado Beach, Hotel Yountville, Four Seasons Resort Scottsdale and Bardessono Hotel and Spa.
Previous report
Advisory Services Fee. Advisory services fee decreased $712,000, or 8.3%, to $7.9 million in the 2025 quarter compared to the 2024 quarter due to decreases of $988,000 in the incentive fee and $352,000 in equity-based compensation, partially offset by increases of $594,000 in reimbursable expenses and $34,000 in the base advisory fee.
Previous report
In the 2025 quarter, we recorded an advisory services fee of $7.9 million, which included a base advisory fee of $3.5 million, reimbursable expenses of $3.8 million, incentive fee of $476,000 and $75,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
Previous report
In the 2024 quarter, we recorded an advisory services fee of $8.6 million, which included a base advisory fee of $3.5 million, reimbursable expenses of $3.2 million, incentive fee of $1.5 million, and equity-based compensation of $427,000.
Previous report
Corporate general and administrative expense was $8.9 million in the 2024 quarter and consisted of $1.6 million in professional fees, $6.0 million of reimbursed legal costs, $723,000 in miscellaneous expenses and $564,000 in public company costs.
Previous report
Gain (loss) on disposition of assets and hotel property. In the 2025 quarter, we recorded a gain of approximately $41.0 million related to the sale of Seattle Marriott Waterfront. In the 2024 quarter, we recorded a gain of approximately $88.2 million related to the sale of Hilton La Jolla Torrey Pines.
Previous report
Gain (loss) on Extinguishment of Debt. In the 2025 quarter, we recognized a loss of $1.6 million from the write-off of deferred loan costs resulting from the paydown on the mortgage loan partially secured by the Marriott Seattle Waterfront in conjunction with the sale of the property. There was no such gain (loss) recognized in the 2024 quarter.
Previous report
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Previous report
Net Income (Loss) Attributable to the Company. Net income attributable to the Company decreased $5.7 million from $17.0 million for the nine months ended September 30, 2024 (the “2024 period”) to $11.3 million for the nine months ended September 30, 2025 (the “2025 period”), as a result of the factors discussed below.
Previous report
(2)This hotel was under renovation during the 2024 period.
Previous report
We experienced a decrease of $98,000 in direct expenses and a decrease of $846,000 in indirect expenses and incentive management fees in the 2025 period compared to the 2024 period. Direct expenses were 4.6% of total hotel revenue in the 2025 period and 4.5% in the 2024 period.
Previous report
The decrease in direct expenses is associated with lower direct expenses of approximately $494,000 at seven comparable hotel properties and a decrease of $500,000 due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by higher direct expenses of $896,000 at The Ritz-Carlton Sarasota, Four Seasons Resort Scottsdale, The Ritz-Carlton Lake Tahoe, The Notary Hotel, The Ritz-Carlton Reserve Dorado Beach, Sofitel Chicago Magnificent Mile and Cameo Beverly Hills.
Previous report
The decrease in indirect expenses is comprised of decreases in: (i) lease expense of $1.7 million comprising of a decrease of $1.9 million from the two disposed hotel properties partially offset by an aggregate increase of $135,000 at our 14 comparable hotel properties; (ii) incentive management fees of $1.2 million including $691,000 at our 14 comparable hotel properties and $477,000 from the two disposed hotel properties; and (iii) marketing costs of $776,000 comprising an aggregate decrease of $2.7 million from the two disposed hotel properties partially offset by an increase of $1.9 million at our 14 comparable hotel properties. These decreases were partially offset by increases in: (i) general and administrative costs of $2.1 million comprising an aggregate increase of $4.7 million at our 14 comparable hotel properties partially offset by a decrease of $2.5 million from the two disposed hotel properties; (ii) repairs and maintenance of $633,000 comprising an aggregate increase of $1.5 million at our 14 comparable hotel properties partially offset by a decrease of $827,000 from the two disposed hotel properties; and (iii) energy costs of $62,000 comprising an aggregate increase of $1.2 million at our 14 comparable hotel properties partially offset by a decrease of $1.1 million from the two disposed hotel properties.
Previous report
Management Fees. Base management fees decreased $1.0 million, or 5.7%, to $16.9 million in the 2025 period compared to the 2024 period. Management fees decreased $654,000 at six comparable hotel properties and $1.0 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of $674,000 at The Ritz-Carlton Reserve Dorado Beach, The Clancy, Four Seasons Resort Scottsdale, The Ritz-Carlton Lake Tahoe, The Notary Hotel, Pier House Resort & Spa, Hotel Yountville and Capital Hilton.
Previous report
Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $4.2 million, or 13.6%, to $26.6 million in the 2025 period compared to the 2024 period. This decrease is primarily attributable to a decrease of $3.6 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and an aggregate decrease of $1.1 million at nine comparable hotel properties. These decreases were partially offset by an aggregate increase of approximately $478,000 at Park Hyatt Beaver Creek Resort & Spa, Capital Hilton, Bardessono Hotel and Spa, Four Seasons Resort Scottsdale and The Notary Hotel.
Previous report
Depreciation and Amortization. Depreciation and amortization decreased $5.3 million, or 7.0%, to $69.9 million for the 2025 period compared to the 2024 period. This decrease is comprised of a decrease of $4.3 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and an aggregate decrease of $7.3 million at The Ritz-Carlton St. Thomas, Capital Hilton, The Clancy, The Notary Hotel, Bardessono Hotel and Spa and Sofitel Chicago Magnificent Mile. These decreases were partially offset by an aggregate increase of $6.3 million at eight comparable hotel properties.
Previous report
In the 2024 period, we recorded an advisory services fee of $23.2 million, which included a base advisory fee of $10.2 million, reimbursable expenses of $8.5 million, $2.4 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and an incentive fee of $2.1 million.
Previous report
Corporate General and Administrative. Corporate general and administrative expense was $4.4 million in the 2025 period and consisted of $6.6 million in professional fees, $2.2 million of public company costs and $931,000 in miscellaneous expenses. These expenses were partially offset by an expense reduction of $5.4 million from an insurance recovery for prior legal expenses.
Previous report
Corporate general and administrative expense was $11.1 million in the 2024 period and consisted of $7.8 million in professional fees, $6.0 million of reimbursed legal costs, $1.6 million in public company costs, and $1.3 million in miscellaneous expenses. Additionally, during the 2024 period there was a revision to the estimated contribution amount associated with the Fourth Amended and Restated Contribution Agreement with Ashford Securities that resulted in a $5.6 million reduction to expense.
Previous report
Gain (loss) on disposition of assets and hotel property. In the 2025 period, we recorded a gain of approximately $41.0 million primarily related to the sale of Seattle Marriott Waterfront. In the 2024 period we recorded a gain of approximately $88.2 million primarily related to the sale of Hilton La Jolla Torrey Pines.
Previous report
Equity in Earnings (Loss) of Unconsolidated Entity. There was no equity in earnings (loss) of unconsolidated entity in the 2025 period as a result of impairing the OpenKey investment in the fourth quarter of 2024. In the 2024 period we recorded equity in loss of unconsolidated entity of $214,000 related to our investment in OpenKey.
Previous report
Other Income (Expense). Other expense was $1.3 million in the 2025 period due to a realized loss from the sale of a portion of CMBS.
Showing the first 40 of 59 passages. Open the source sections for the rest.
Reworded paragraphs (47)
Previous wording
•catastrophic events or geopolitical conditions, such as the conflict between Russia and Ukraine and the more recent Israel-Hamas war and changes to tariffs or trade policies;
Current wording
•catastrophic events or geopolitical conditions, such as the conflict between Russia and Ukraine, Israel-Palestine-Iran conflict, ongoing instability in Venezuela and changes to tariffs or trade policies;
Previous wording
•actual and potential conflicts of interest with Ashford Trust, Ashford Inc. and its subsidiaries (including Ashford LLC, Remington Hospitality and Premier), Stirling Hotels & Resorts, Inc. (“Stirling Inc.”), and our executive officers and our non-independent directors;
Current wording
•actual and potential conflicts of interest with Ashford Trust, Ashford Inc. and its subsidiaries (including Ashford LLC, Remington Hospitality and Premier), and our executive officers and our non-independent directors;
Previous wording
We are a Maryland corporation formed in April 2013 that invests primarily in high revenue per available room (“RevPAR”), luxury hotels and resorts. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by STR, LLC. Two times the U.S. national average was $199 for the year ended December 31, 2024. We have elected to be taxed as a REIT under the Code. We conduct our business and own substantially all of our assets through our operating partnership, Braemar OP.
Current wording
We are a Maryland corporation formed in April 2013 that invests primarily in high revenue per available room (“RevPAR”), luxury hotels and resorts. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by STR, LLC. Two times the U.S. national average was $200 for the year ended December 31, 2025. We have elected to be taxed as a REIT under the Code. We conduct our business and own substantially all of our assets through our operating partnership, Braemar OP.
Previous wording
We operate in the direct hotel investment segment of the hotel lodging industry. As of September 30, 2025, we owned interests in 14 hotel properties in six states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 3,438 total rooms, or 3,298 net rooms, excluding those attributable to our joint venture partner. The hotel properties in our current portfolio are predominantly located in U.S. urban markets and resort locations with favorable growth characteristics resulting from multiple demand generators. We own 13 of our hotel properties directly and one hotel property through an investment in a majority-owned consolidated entity.
Current wording
We operate in the direct hotel investment segment of the hotel lodging industry. As of March 31, 2026, we owned interests in 13 hotel properties in six states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 3,028 total rooms. The hotel properties in our current portfolio are predominantly located in U.S. urban markets and resort locations with favorable growth characteristics resulting from multiple demand generators.
Previous wording
We are advised by Ashford Hospitality Advisors LLC through an advisory agreement. Ashford LLC is a subsidiary of Ashford Inc. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.
Current wording
We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”) through an advisory agreement. Ashford LLC is a subsidiary of Ashford Inc. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.
Previous wording
We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. As of September 30, 2025, Remington Hospitality, a subsidiary of Ashford Inc., managed five of our 14 hotel properties. Third-party management companies managed the remaining hotel properties.
Current wording
We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. As of March 31, 2026, Remington Hospitality, a subsidiary of Ashford Inc., managed five of our 13 hotel properties. Third-party management companies managed the remaining hotel properties.
Previous wording
Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, design and construction services, debt placement and related services, broker-dealer and distribution services, audio visual services, real estate advisory and brokerage services, insurance policies covering general liability, workers compensation and business automobile claims, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services and cash management services.
Current wording
Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, design and construction services, debt placement and related services, audio visual services, real estate advisory and brokerage services, insurance policies covering general liability, workers compensation and business automobile claims, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services and cash management services.
Previous wording
Mr. Monty J. Bennett, chairman of our board of directors and chairman and chief executive officer of Ashford Inc. and his father, Mr. Archie Bennett, Jr. (together, the “Bennetts”), as of September 30, 2025, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 51.5% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc. Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,491,456 shares of Ashford Inc. common stock, which if converted as of September 30, 2025, would have increased the Bennetts’ ownership interest in Ashford Inc. to 87.4%. The 18,758,600 shares of Series D Convertible Preferred Stock owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. include 360,000 shares owned by trusts. Additionally, Mr. Monty J. Bennett acquired the right to direct votes, effective March 25, 2025, and as of September 30, 2025, those rights represented approximately 565,000 common shares.
Current wording
Mr. Monty J. Bennett, chairman of our board of directors and chairman and chief executive officer of Ashford Inc. and his father, Mr. Archie Bennett, Jr. (together, the “Bennetts”), as of March 31, 2026, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 52.5% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc. Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,656,337 shares of Ashford Inc. common stock, which if converted as of March 31, 2026, would have increased the Bennetts’ ownership interest in Ashford Inc. to 88.2%. The 18,758,600 shares of Series D Convertible Preferred Stock owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. include 360,000 shares owned by trusts. Additionally, Mr. Monty J. Bennett acquired the right to direct votes, effective March 25, 2025, and as of March 31, 2026, those rights represented approximately 534,000 common shares.
Previous wording
As of September 30, 2025, Mr. Monty J. Bennett and Mr. Archie Bennett, Jr., together owned approximately 2,825,398 shares of our common stock (including common units, LTIP and performance LTIP units), which represented an approximate 3.8% ownership in the Company.
Current wording
As of March 31, 2026, Mr. Monty J. Bennett and Mr. Archie Bennett, Jr., together owned approximately 2,472,808 shares of our common stock (including common units, LTIP and performance LTIP units), which represented an approximate 3.4% ownership in the Company.
Previous wording
The following table summarizes changes in key line items from our condensed consolidated statements of operations for three months ended September 30, 2025 and 2024 (in thousands except percentages):
Current wording
The following table summarizes changes in key line items from our condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 (in thousands except percentages):
Previous wording
The following table illustrates the key performance indicators of the 14 hotel properties that were owned for the full three months ended September 30, 2025 and 2024:
Current wording
The following table illustrates the key performance indicators of the 13 comparable hotel properties that were owned for the full three months ended March 31, 2026 and 2025:
Previous wording
Net Income (Loss) Attributable to the Company. Net income attributable to the Company decreased $6.9 million, from $12.6 million for the three months ended September 30, 2024 (the “2024 quarter”) to $5.7 million for the three months ended September 30, 2025 (the “2025 quarter”), as a result of the factors discussed below.
Current wording
Net Income (Loss) Attributable to the Company. Net income attributable to the Company increased $6.7 million from $11.0 million for the three months ended March 31, 2025 (the “2025 quarter”) to $17.7 million for the three months ended March 31, 2026 (the “2026 quarter”), as a result of the factors discussed below.
Previous wording
Rooms Revenue. Rooms revenue decreased $15.6 million to $331.6 million during the 2025 period compared to the 2024 period primarily due to the sales of Marriott Seattle Waterfront in August 2025 and Hilton La Jolla Torrey Pines in July 2024. During the 2025 period, our 14 comparable hotel properties experienced a 3.5% increase in room rates and an 80 basis point decrease in occupancy compared to the 2024 period.
Current wording
Rooms Revenue. Rooms revenue decreased $7.3 million to $128.8 million during the 2026 quarter compared to the 2025 quarter primarily due to the sales of Marriott Seattle Waterfront in August 2025 and The Clancy in November 2025. During the 2026 quarter, our 13 comparable hotel properties experienced a 5.8% increase in room rates while occupancy was flat compared to the 2025 quarter.
Previous wording
Food and Beverage Revenue. Food and beverage revenue decreased $1.9 million, or 1.4%, to $134.0 million during the 2025 period compared to the 2024 period. We experienced an aggregate decrease in food and beverage revenue of $4.0 million at six comparable hotel properties and a decrease of $9.7 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of approximately $11.8 million at The Ritz-Carlton Lake Tahoe, Four Seasons Resort Scottsdale, The Ritz-Carlton Reserve Dorado Beach, The Ritz-Carlton Sarasota, Pier House Resort & Spa, Bardessono Hotel and Spa, The Notary Hotel and Hotel Yountville.
Current wording
Food and Beverage Revenue. Food and beverage revenue increased $554,000, or 1.1%, to $52.3 million during the 2026 quarter compared to the 2025 quarter. We experienced an aggregate increase in food and beverage revenue of approximately
Previous wording
Other Hotel Revenue. Other hotel revenue, which consists mainly of condominium management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, increased $873,000, or 1.2%, to $72.8 million during the 2025 period compared to the 2024 period. This increase is attributable to higher other hotel revenue of $5.8 million at eight comparable hotel properties. These increases were partially offset by a decrease of $3.4 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and an aggregate decrease of approximately $1.4 million at Park Hyatt Beaver Creek Resort & Spa, The Ritz-Carlton St. Thomas, Four Seasons Resort Scottsdale, Cameo Beverly Hills, Hotel Yountville and The Clancy.
Current wording
Other Hotel Revenue. Other hotel revenue, which consists mainly of condominium management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, decreased $100,000, or 0.4%, to $27.8 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to an aggregate decrease of approximately $587,000 at the Capital Hilton, Sofitel Chicago Magnificent Mile and Cameo Beverly Hills as well as a decrease of $1.4 million due to the sales of The Clancy and Marriott Seattle Waterfront. These decreases were partially offset by higher other hotel revenue of $1.9 million at ten comparable hotel properties.
Previous wording
Rooms Expense. Rooms expense decreased $1.1 million, or 1.3%, to $80.2 million in the 2025 period compared to the 2024 period. This decrease is attributable to an aggregate decrease in rooms expense of $845,000 at Sofitel Chicago Magnificent Mile, Park Hyatt Beaver Creek Resort & Spa, Pier House Resort & Spa and The Notary Hotel, and a decrease of $4.0 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of $3.8 million at ten comparable hotel properties.
Current wording
Rooms Expense. Rooms expense decreased $3.3 million, or 11.8%, to $24.9 million in the 2026 quarter compared to the 2025 quarter. This decrease is attributable to an aggregate decrease in rooms expense of $462,000 at Capital Hilton, Pier House Resort & Spa, Park Hyatt Beaver Creek Resort & Spa and The Ritz-Carlton Lake Tahoe and a decrease of $4.0 million due to the sales of The Clancy and Marriott Seattle Waterfront. These decreases were partially offset by an aggregate increase of $1.1 million at nine comparable hotel properties.
Previous wording
Food and Beverage Expense. Food and beverage expense decreased $2.7 million, or 2.5%, to $106.7 million during the 2025 period compared to the 2024 period. This decrease is attributable to lower aggregate food and beverage expense of approximately $2.0 million at The Ritz-Carlton St. Thomas, Four Seasons Resort Scottsdale, Cameo Beverly Hills, Sofitel Chicago Magnificent Mile and Hotel Yountville and a decrease of $5.3 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of approximately $4.7 million at nine comparable hotel properties.
Current wording
Food and Beverage Expense. Food and beverage expense decreased $1.3 million, or 3.2%, to $38.9 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to lower aggregate food and beverage expense of approximately $533,000 at the Pier House Resort & Spa, Bardessono Hotel and Spa and The Ritz-Carlton Lake Tahoe and a decrease of $2.2 million due to the sales of The Clancy and Marriott Seattle Waterfront. These decreases were partially offset by an aggregate increase of approximately $1.5 million at ten comparable hotel properties.
Previous wording
Other Operating Expenses. Other operating expenses increased $466,000, or 0.9%, to $51.8 million in the 2025 quarter compared to the 2024 quarter. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
Current wording
Other Operating Expenses. Other operating expenses decreased $498,000, or 0.8%, to $59.9 million in the 2026 quarter compared to the 2025 quarter. Other operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
Previous wording
We experienced an increase of $493,000 in indirect expenses and incentive management fees and a decrease of $27,000 in direct expenses in the 2025 quarter as compared to the 2024 quarter. Direct expenses were 5.0% of total hotel revenue in the 2025 quarter and 4.9% in the 2024 quarter.
Current wording
We experienced an increase of $552,000 in direct expenses and a decrease of $1.1 million in indirect expenses and incentive management fees in the 2026 quarter compared to the 2025 quarter. Direct expenses were 4.8% of total hotel revenue in the 2026 quarter and 4.4% in the 2025 quarter.
Previous wording
The increase in indirect expenses comprises increases in: (i) general and administrative costs of $1.2 million comprising an aggregate increase of $2.0 million at our 14 comparable hotel properties partially offset by a decrease of $778,000 from the two disposed hotel properties; (ii) repairs and maintenance of $314,000 comprising an aggregate increase of $622,000 at our 14 comparable hotel properties partially offset by a decrease of $308,000 from the two disposed hotel properties; and (iii) energy costs of $55,000 comprising an aggregate increase of $297,000 at our 14 comparable hotel properties, partially offset by a decrease of $242,000 from the two disposed hotel properties. These increases were partially offset by decreases in: (i) marketing costs of $502,000 comprising a decrease of $786,000 from the two disposed hotel properties partially offset by an aggregate increase of $284,000 at our 14 comparable hotel properties; (ii) incentive management fees of $406,000 comprising an aggregate decrease of $46,000 at our 14 comparable hotel properties and a decrease of $360,000 from the two disposed hotel properties; and (iii) lease expense of $176,000 comprising a decrease of $176,000 from the two disposed hotel properties.
Current wording
The decrease in indirect expenses is comprised of decreases in: (i) general and administrative costs of $786,000 comprising a decrease of $2.0 million from the two disposed hotel properties partially offset by an aggregate increase of $1.2 million at our 13 comparable hotel properties; (ii) marketing costs of $748,000 comprising an aggregate decrease of $1.2 million from the two disposed hotel properties partially offset by an increase of $497,000 at our 13 comparable hotel properties; and (iii) repairs and maintenance of $986,000 comprising an aggregate decrease of $117,000 at our 13 comparable hotel properties and a decrease of $869,000 from the two disposed hotel properties. These decreases were partially offset by increases in: (i) incentive management fees of $913,000 at our 13 comparable hotel properties; and (ii) energy costs of $570,000 comprising an aggregate increase of $984,000 at our 13 comparable hotel properties partially offset by a decrease of $414,000 from the two disposed hotel properties.
Previous wording
Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $1.8 million, or 17.8%, to $8.2 million in the 2025 quarter compared to the 2024 quarter. The decrease is primarily attributable to an aggregate decrease of approximately $316,000 at nine comparable hotel properties and a decrease of $1.9 million from the two disposed hotel properties. These decreases were partially offset by an aggregate increase of approximately $383,000 at the Sofitel Chicago Magnificent Mile, The Clancy, Pier House Resort & Spa, The Ritz-Carlton Sarasota and The Notary Hotel.
Current wording
Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $5.8 million, or 55.5%, to $4.7 million in the 2026 quarter compared to the 2025 quarter. This decrease is primarily attributable to a decrease of $1.6 million due to the sales of The Clancy and Marriott Seattle Waterfront and an aggregate decrease of $4.2 million at our 13 comparable hotel properties, primarily attributable to a favorable property tax assessment at the Sofitel Chicago Magnificent Mile.
Previous wording
Advisory Services Fee. Advisory services fee decreased $1.4 million, or 6.2%, to $21.7 million in the 2025 period compared to the 2024 period due to lower equity-based compensation of $2.4 million and a lower incentive fee of $1.4 million, partially offset by higher reimbursable expenses of $1.9 million and a higher base advisory fee of $424,000.
Current wording
Advisory Services Fee. Advisory services fee increased $793,000, or 12.0%, to $7.4 million in the 2026 quarter compared to the 2025 quarter due to higher reimbursable expenses of $635,000, higher base advisory fee of $192,000 and higher equity-based compensation of $48,000, partially offset by a lower incentive fee of $82,000.
Previous wording
In the 2025 period, we recorded an advisory services fee of $21.7 million, which included a base advisory fee of $10.6 million, reimbursable expenses of $10.4 million, an incentive fee of $746,000 and a credit to expense of $24,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
Current wording
In the 2025 quarter, we recorded an advisory services fee of $6.6 million, which included a base advisory fee of $3.6 million, reimbursable expenses of $3.0 million, an incentive fee of $82,000 and a credit to expense of $48,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
Previous wording
Corporate General and Administrative. Corporate general and administrative expense was $3.8 million in the 2025 quarter and consisted of $3.5 million in professional fees, $632,000 of public company costs, and $93,000 of miscellaneous expenses. These expenses were partially offset by an expense reduction of $400,000 from an insurance recovery for prior legal expenses.
Current wording
Corporate General and Administrative. Corporate general and administrative expense was $4.9 million in the 2026 quarter and consisted of $3.5 million in professional fees, $709,000 of public company costs, $437,000 related to Ashford Securities and $270,000 in miscellaneous expenses.
Previous wording
Equity in Earnings (Loss) of Unconsolidated Entity. There was no equity in earnings (loss) of unconsolidated entity in the 2025 quarter as a result of impairing the OpenKey investment in the fourth quarter of 2024. In the 2024 quarter we recorded equity in loss of unconsolidated entity of $80,000 related to our investment in OpenKey.
Current wording
Equity in Earnings (Loss) of Unconsolidated Entity. There was a $31,000 loss in equity in earnings (loss) of unconsolidated entity in the 2026 quarter as a result of writing off the remaining OpenKey note receivable balance.
Previous wording
Interest Income. Interest income was $1.5 million and $2.7 million in the 2025 quarter and 2024 quarter, respectively. The decrease in interest income in the 2025 quarter was primarily attributable to lower interest income associated with a tranche of CMBS included in investment in securities and lower cash balances in the 2025 quarter compared to the 2024 quarter.
Current wording
Interest Income. Interest income was $810,000 and $1.9 million in the 2026 quarter and the 2025 quarter, respectively. The decrease in interest income in the 2026 quarter was primarily attributable to lower interest rates and lower excess cash balances compared to the 2025 quarter.
Previous wording
Interest Expense and Amortization of Loan Costs. Interest expense and amortization of loan costs decreased $2.7 million, or 9.8%, to $25.2 million in the 2025 quarter compared to the 2024 quarter. This decrease is primarily due to lower interest expense from lower average interest rates and lower loan balances partially offset by higher amortization costs. The average SOFR rates for the 2025 quarter and the 2024 quarter were 4.35% and 5.17%, respectively.
Current wording
Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs decreased $3.6 million, or 14.6%, to $21.2 million for the 2026 quarter compared to the 2025 quarter. The decrease is primarily due to lower interest expense of $3.9 million from lower average interest rates and lower average debt balances in the 2026 quarter partially offset by higher amortization of loan costs of approximately $277,000 in the 2026 quarter compared to the 2025 quarter.
Previous wording
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $366,000 in the 2025 quarter primarily due to the Scottsdale loan modification. Write-off of loan costs and exit fees was $5.3 million in the 2024 quarter, primarily related to various loan modifications.
Current wording
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $5,000 in the 2026 quarter. Write-off of loan costs and exit fees was $1.5 million in the 2025 quarter related to various loan refinances and modifications.
Previous wording
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized loss on derivatives of $118,000 for the 2025 quarter consisted of an unrealized loss on interest rate caps of approximately $299,000, partially offset by a realized gain of $181,000 associated with payments received from counterparties on in-the-money interest rate caps.
Current wording
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain on derivatives of $248,000 for the 2026 quarter consisted of an unrealized gain on interest rate caps of $240,000 and a realized gain of $8,000 associated with payments received from counterparties on in-the-money interest rate caps.
Previous wording
Realized and unrealized loss on derivatives of $735,000 for the 2024 quarter consisted of an unrealized loss on interest rate caps of approximately $1.7 million, partially offset by a realized gain of $1.0 million associated with payments received from counterparties on in-the-money interest rate caps.
Current wording
Realized and unrealized loss on derivatives of $198,000 for the 2025 quarter consisted of an unrealized loss on interest rate caps of $386,000, partially offset by a realized gain of $188,000 associated with payments received from counterparties on in-the-money interest rate caps.
Previous wording
Income Tax (Expense) Benefit. Income tax benefit decreased $216,000, from $864,000 in the 2024 quarter to $648,000 in the 2025 quarter. This decrease was primarily due to a decrease in the taxable loss of certain of our TRS entities in the 2025 quarter compared to the 2024 quarter.
Current wording
Income Tax (Expense) Benefit. Income tax expense decreased $50,000, from $1.5 million in the 2025 quarter to $1.4 million in the 2026 quarter.
Previous wording
(Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities. Our noncontrolling interest partners in consolidated entities were allocated a loss of $412,000 and income of $27.4 million in the 2025 quarter and the 2024 quarter, respectively. The allocated income for the 2024 quarter includes our partner’s share of gain on the sale of the Hilton La Jolla Torrey Pines. At September 30, 2025, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity and a 25% ownership interest in a JV. At September 30, 2024, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity.
Current wording
(Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities. Our noncontrolling interest partners in consolidated entities were allocated a loss of $17,000 and a loss of $64,000 in the 2026 quarter and the 2025 quarter, respectively. For the 2026 quarter noncontrolling interest in consolidated entities represented a 25% ownership interest in a JV. As of March 31, 2025, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity.
Previous wording
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated a net loss of $607,000 and $124,000 in the 2025 quarter and the 2024 quarter, respectively. Redeemable noncontrolling interests in Braemar OP represented ownership interests of 6.91% and 8.05% as of September 30, 2025 and 2024, respectively.
Current wording
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated net income of $347,000 in the 2026 quarter and a net loss of $262,000 in the 2025 quarter. Redeemable noncontrolling interests represented ownership interests in Braemar OP of approximately 6.61% and 9.33% as of March 31, 2026 and 2025, respectively.
Previous wording
Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of acquiring additional hotel properties and redevelopments, renovations, expansions and other capital expenditures that need to be made periodically with respect to our hotel properties and scheduled debt payments. We expect to meet our long-term liquidity requirements through various sources of capital, including future common and preferred equity issuances, existing working capital, net cash provided by operations, hotel mortgage indebtedness and other secured and unsecured borrowings. However, there are a number of factors that may have a material adverse effect on our ability to access these capital sources, the state of overall equity and credit markets, our degree of leverage, our unencumbered asset base and borrowing restrictions imposed by lenders (including as a result of any failure to comply with financial covenants in our existing and future indebtedness), general market conditions for REITs, our operating performance and liquidity and market perceptions about us. The success of our business strategy will depend, in part, on our ability to access these various capital sources. While management cannot provide any assurances, management believes that our cash flow from operations, our existing cash balances and investment in securities will be adequate to meet upcoming anticipated requirements for interest and principal payments on debt (excluding any potential final maturity principal payments and paydowns for extension tests), working capital, and capital expenditures for the next 12 months and dividends required to maintain our status as a REIT for U.S. federal income tax purposes.
Current wording
Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of acquiring additional hotel properties and redevelopments, renovations, expansions and other capital expenditures that need to be made periodically with respect to our hotel properties and scheduled debt payments. We expect to meet our long-term liquidity requirements through various sources of capital, including future common and preferred equity issuances, existing working capital, net cash provided by operations, hotel mortgage indebtedness and other secured and unsecured borrowings. However, there are a number of factors that may have a material adverse effect on our ability to access these capital sources, the state of overall equity and credit markets, our degree of leverage, our unencumbered asset base and borrowing restrictions imposed by lenders (including as a result of any failure to comply with financial covenants in our existing and future indebtedness), general market conditions for REITs, our operating performance and liquidity and market perceptions about us. The success of our business strategy will depend, in part, on our ability to access these various capital sources. While management cannot provide any assurances, management believes that our cash flow from operations and our existing cash balances will be adequate to meet upcoming anticipated requirements for interest and principal payments on debt (excluding any potential final maturity principal payments and paydowns for extension tests), working capital, and capital expenditures for the next 12 months and dividends required to maintain our status as a REIT for U.S. federal income tax purposes.
Previous wording
Certain of our loan agreements contain cash trap provisions that may be triggered if the performance of our hotel properties declines. When these provisions are triggered, substantially all of the profit generated by the hotel properties securing such loan is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders. This could affect our liquidity and our ability to make distributions to our stockholders until such time that a cash trap is no longer in effect for such loan. These cash trap provisions have been triggered on one mortgage loan, as discussed below. Our loan that is in a cash trap may remain subject to the cash trap provisions for a substantial period of time which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT. As of September 30, 2025, the mortgage loan secured by The Ritz-Carlton Lake Tahoe was in a cash trap. The amount of cash in the cash trap as of September 30, 2025 was $0.
Current wording
Certain of our loan agreements contain cash trap provisions that may be triggered if the performance of our hotel properties declines. When these provisions are triggered, substantially all of the profit generated by the hotel properties securing such loan is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders. This could affect our liquidity and our ability to make distributions to our stockholders until such time that a cash trap is no longer in effect for such loan. These cash trap provisions have been triggered on two mortgage loans, as discussed below. Our loans that are in cash traps may remain subject to the cash trap provisions for a substantial period of time which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT. As of March 31, 2026, the mortgage loan secured by The Ritz-Carlton Lake Tahoe and the loan secured by the Capital Hilton were in cash traps. The amount of cash in the cash traps as of March 31, 2026 was $0.
Previous wording
As of September 30, 2025, the Company held cash and cash equivalents of $116.3 million and restricted cash of $47.7 million, the vast majority of which is comprised of lender and manager-held reserves. As of September 30, 2025, $23.1 million was also due to the Company from third-party hotel managers, most of which is held by one of the Company’s managers and is available to fund hotel operating costs. As of September 30, 2025, our net debt to gross assets was 43.2%.
Current wording
As of March 31, 2026, the Company held cash and cash equivalents of $93.4 million and restricted cash of $55.4 million, the vast majority of which is comprised of lender and manager-held reserves. As of March 31, 2026, $28.1 million was also due to the Company from third-party hotel managers, most of which is held by one of the Company’s managers and is available to fund hotel operating costs. As of March 31, 2026, our net debt to gross assets was 46.8%.
Previous wording
On November 13, 2019, we filed an initial registration statement with the SEC, as amended on January 24, 2020, for shares of our non-traded Series E Redeemable Preferred Stock (the “Series E Preferred Stock”) and our non-traded Series M Redeemable Preferred Stock (the “Series M Preferred Stock”). The registration statement became effective on February 21, 2020, and contemplates the issuance and sale of up to 20,000,000 shares of Series E Preferred Stock or Series M Preferred Stock in a primary offering and up to 8,000,000 shares of Series E Preferred Stock or Series M Preferred Stock pursuant to a dividend reinvestment plan. On February 25, 2020, we filed our prospectus with the SEC. Ashford Securities, a subsidiary of Ashford Inc., serves as the dealer manager and wholesaler of the Series E Preferred Stock and Series M Preferred Stock. On April 2, 2021, the Company filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) articles supplementary to the Company’s Articles of Amendment and Restatement that provided for: (i) reclassifying the existing 28,000,000 shares of Series E Preferred Stock and 28,000,000 shares of Series M Preferred Stock as unissued shares of preferred stock; (ii) reclassifying and designating 28,000,000 shares of the Company’s authorized capital stock as shares of the Series E Preferred Stock (the “Series E Articles Supplementary”); and (iii) reclassifying and designating 28,000,000 shares of the Company’s authorized capital stock as shares of the Series M Preferred Stock (the “Series M Articles Supplementary”). The Series E Articles Supplementary and Series M Articles Supplementary were filed to revise the preferred stock terms related to the dividend rate, our optional redemption right and certain other voting rights. The Company also caused its operating partnership to execute Amendment No. 5 to the Third Amended and Restated Agreement of Limited Partnership to amend the terms of its operating partnership agreement to conform to the terms of the Series E Articles Supplementary and Series M Articles Supplementary. The Company issued approximately 16.4 million shares of Series E Preferred Stock and received net proceeds of approximately $369.5 million and issued approximately 2.0 million shares of Series M Preferred Stock and received net proceeds of approximately $47.6 million. On February 21, 2023, the Company announced the closing of its offering of the Series E Preferred Stock and Series M Preferred Stock.
Current wording
On November 13, 2019, we filed an initial registration statement with the SEC, as amended on January 24, 2020, for shares of our non-traded Series E Redeemable Preferred Stock (the “Series E Preferred Stock”) and our non-traded Series M Redeemable Preferred Stock (the “Series M Preferred Stock”). The registration statement became effective on February 21, 2020, and contemplates the issuance and sale of up to 20,000,000 shares of Series E Preferred Stock or Series M Preferred Stock in a primary offering and up to 8,000,000 shares of Series E Preferred Stock or Series M Preferred Stock pursuant to a dividend reinvestment plan. On February 25, 2020, we filed our prospectus with the SEC. Ashford Securities, a subsidiary of Ashford Inc., serves as the dealer manager and wholesaler of the Series E Preferred Stock and Series M Preferred Stock. On April 2, 2021, the Company filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) articles supplementary to the Company’s Articles of Amendment and Restatement that provided for: (i) reclassifying the existing 28,000,000 shares of Series E Preferred Stock and 28,000,000 shares of Series M Preferred Stock as unissued shares of preferred stock; (ii) reclassifying and designating 28,000,000 shares of the Company’s authorized capital stock as shares of the Series E Preferred Stock (the “Series E Articles Supplementary”); and (iii) reclassifying and designating 28,000,000 shares of the Company’s authorized capital stock as shares of the Series M Preferred Stock (the “Series M Articles Supplementary”). The Series E Articles Supplementary and Series M Articles Supplementary were filed to revise the preferred stock terms related to the dividend rate, our optional redemption right and certain other voting rights. The Company also caused its operating partnership to execute Amendment No. 5 to the Third Amended and Restated Agreement of Limited Partnership to amend the terms of its operating partnership agreement to conform to the terms of the Series E Articles Supplementary and Series M Articles Supplementary. In total, the Company issued approximately 16.4 million shares of Series E Preferred Stock and received net proceeds of approximately $369.5 million and issued approximately 2.0 million shares of Series M Preferred
Previous wording
We had approximately $116.3 million and $135.5 million of cash and cash equivalents at September 30, 2025 and December 31, 2024, respectively. We anticipate that our principal sources of funds to meet our cash requirements will include cash on hand, positive cash flow from operations and capital market activities.
Current wording
We had approximately $93.4 million and $124.4 million of cash and cash equivalents at March 31, 2026 and December 31, 2025, respectively. We anticipate that our principal sources of funds to meet our cash requirements will include cash on hand, positive cash flow from operations and capital market activities.
Previous wording
Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows provided by operating activities were $32.4 million and $60.2 million for the nine months ended September 30, 2025 and 2024, respectively. Cash flows from operations were impacted by changes in hotel operations and the disposition of hotel properties. Cash flows from operations are also impacted by the timing of working capital cash flows, such as collecting receivables from hotel guests, paying vendors, settling with related parties and settling with hotel managers.
Current wording
Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows provided by operating activities were $21.9 million and $15.1 million for the three months ended March 31, 2026 and 2025, respectively. Cash flows from operations were impacted by changes in hotel operations and the disposition of hotel properties. Cash flows from operations are also impacted by the timing of working capital cash flows, such as collecting receivables from hotel guests, paying vendors, settling with related parties and settling with hotel managers.
Previous wording
Net Cash Flows Provided by (Used in) Investing Activities. For the nine months ended September 30, 2025, net cash flows provided by investing activities were $106.5 million. The cash inflows were attributable to $139.3 million from the sale of Seattle Marriott Waterfront, $23.8 million of proceeds from the sale of investment in securities and $3.5 million from property insurance proceeds. These cash inflows were partially offset by cash outflows of $54.6 million of capital improvements made to various hotel properties and the acquisition of land of $5.5 million. Our capital improvements consisted of approximately $38.5 million of return on investment capital projects and approximately $16.1 million of renewal and replacement capital projects.
Current wording
Net Cash Flows Provided by (Used in) Investing Activities. For the three months ended March 31, 2026, net cash flows used in investing activities were $11.9 million. The cash outflows of $12.1 million consisted of capital improvements made to various hotel properties. These cash outflows were partially offset by cash inflows of $135,000 from property insurance proceeds and $58,000 from the sale of OpenKey. Our capital improvements consisted of approximately $9.1 million of return on investment capital projects and approximately $3.0 million of renewal and replacement capital projects.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Stock and received net proceeds of approximately $47.6 million. On February 21, 2023, the Company announced the closing of its offering of the Series E Preferred Stock and Series M Preferred Stock.
Rearranged previous paragraphs (10)
Previous report — wording carried elsewhere
The following table summarizes changes in key line items from our condensed consolidated statements of operations for the nine months ended September 30, 2025 and 2024 (in thousands except percentages):
Previous report — wording carried elsewhere
All hotel properties owned for the nine months ended September 30, 2025 and 2024 have been included in our results of operations during the respective periods in which they were owned. Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the nine months ended September 30, 2025 and 2024. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following disposition affects reporting comparability related to our condensed consolidated financial statements:
Previous report — wording carried elsewhere
The following table illustrates the key performance indicators of all hotel properties that were included in our results of operations during the nine months ended September 30, 2025 and 2024:
Previous report — wording carried elsewhere
The following table illustrates the key performance indicators of the 14 comparable hotel properties that were owned for the full nine months ended September 30, 2025 and 2024:
Previous report — wording carried elsewhere
Fluctuations in rooms revenue between the 2025 period and the 2024 period are a result of the changes in occupancy and ADR between the 2025 period and the 2024 period as reflected in the table below (dollars in thousands):
Previous report — wording carried elsewhere
(1)This hotel was under renovation during the 2025 period.
Previous report — wording carried elsewhere
Other Operating Expenses. Other operating expenses decreased $944,000, or 0.6%, to $168.6 million in the 2025 period compared to the 2024 period. Other operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
Previous report — wording carried elsewhere
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $1.8 million in the 2025 period related to various loan refinances and modifications. Write-off of loan costs and exit fees was $6.1 million in the 2024 period related to various loan refinances and modifications.
Previous report — wording carried elsewhere
(Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities. Our noncontrolling interest partners in consolidated entities were allocated a loss of $361,000 and income of $26.3 million in the 2025 period and the 2024 period, respectively. The allocated income for the 2024 period includes our partner’s share of gain on the sale of the Hilton La Jolla Torrey Pines. As of September 30, 2025, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity and a 25% ownership interest in a JV. As of September 30, 2024, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity.
Previous report — wording carried elsewhere
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated a net loss of $2.4 million in the 2025 period and $1.7 million in the 2024 period. Redeemable noncontrolling interests represented ownership interests in Braemar OP of approximately 6.91% and 8.05% as of September 30, 2025 and 2024, respectively.