Braemar Hotels & Resorts Inc.

Current report

The pending hotel sale transactions necessary to fund the termination of the Advisory Agreement may not close, or may be delayed or enjoined, which could prevent or delay our planned transition to self-management and result in material harm to the Company.

Current report

On June 12, 2026, we announced our intention to terminate the Fifth Amended and Restated Advisory Agreement (the “Advisory Agreement”) with Ashford Inc. and its affiliates (“Ashford”) and transition to a self-managed real estate investment trust. Our planned transition to self-management depends on our ability to close asset sale transactions, the net proceeds of which are required to satisfy the Company Sale Fee and Master Agreement Termination Fee payable to Ashford under the Advisory Agreement upon its termination. On July 14, 2026, we completed the sale of the Ritz-Carlton Sarasota, the Bardessono Hotel and Spa and the Hotel Yountville for a purchase price of $437.5 million in cash, upon which the Company Sale Fee was triggered and $173.0 million of net sale proceeds were paid to Ashford to pay down a portion of the Company Sale Fee. We have also entered into a definitive agreement to sell the Pier House Resort & Spa for a purchase price of $190 million in cash, and may enter into agreements for the sale of additional hotel properties, to satisfy our remaining obligations to Ashford associated with the termination of the Advisory Agreement. We do not intend to sell all or substantially all of our assets, only the approximate number necessary to satisfy our obligation to pay the Company Sale Fee and Master Agreement Termination Fee after working capital needs and other reserves.

Current report

There can be no assurance that any pending or contemplated hotel sale transaction will close on the terms announced, or at all. Hotel sale transactions are subject to numerous conditions and risks beyond our control, including the ability of prospective buyers to obtain financing, the satisfaction of customary closing conditions, the receipt of required third-party consents and regulatory approvals, and other factors affecting real estate markets generally. If a pending sale transaction fails to close, or if net sale proceeds are materially less than anticipated, we may be unable to satisfy our remaining financial obligations to Ashford upon termination of the Advisory Agreement, which could prevent or materially delay our planned transition to self-management.

Current report

In addition, one or more third parties, including shareholders or other stakeholders who oppose the pending asset sale transactions or the terms of the Advisory Agreement’s termination, may seek to enjoin, delay, or otherwise challenge the pending hotel sale transactions or the termination of the Advisory Agreement through litigation or other legal proceedings. Certain shareholders have publicly expressed opposition to aspects of the asset sale transactions and the termination of the Advisory Agreement, and have indicated an intention to pursue legal remedies. There can be no assurance that such litigation will not be commenced or, if commenced, that it will be resolved quickly or in our favor. A temporary restraining order, preliminary injunction, or other form of equitable relief could prevent or delay the closing of one or more pending hotel sale transactions, increase our legal costs and management distraction, create uncertainty that adversely affects our business and the market price of our securities, and cause us to be unable to complete our planned transition to a self-managed REIT in the anticipated timeframe, or at all.

Current report

If we are unable to terminate the Advisory Agreement as planned, or if there is a material delay in doing so, we would continue to incur advisory fees and related costs payable to Ashford under the Advisory Agreement, the anticipated reduction in general and administrative costs of more than $25 million annually would not be realized, and the other expected benefits of self-management — including the reconstitution of our Board of Directors with new independent directors and improved shareholder alignment — would be delayed or not achieved. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations, and the market price of our common stock and preferred stock.