Braemar Hotels & Resorts Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 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.
Sep 30, 2026 · Filed Nov 5, 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 2026-06-30; filed 2026-08-06.
0001574085-26-000130
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001574085-26-000170
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 200 previous paragraphs and 210 current paragraphs.
96 unchanged; 85 reworded; 29 added; 16 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 14 previous and 14 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 (29)
Current report
•the ability to fully realize the expected benefits of our transition to a self-managed company or such benefits taking longer than anticipated;
Current report
Braemar is a REIT focused on the high-growth luxury hotel and resort sector. Our industry-leading portfolio features luxury properties across the United States and the U.S. territories in the Caribbean. We conduct our business and own substantially all of our assets through our operating partnership, Braemar OP.
Current report
Our Planned Termination of the Advisory Agreement and Transition to Self-Management
Current report
On June 12, 2026, following the conclusion of a lengthy strategic review process and upon the recommendation of a Special Committee of the Company’s Board of Directors (the “Board”) comprised solely of independent directors (the “Special Committee”), the Board approved a plan for the Company to become a self-managed REIT. The plan includes terminating the Fifth Amended and Restated Advisory Agreement (the “Advisory Agreement”) with Ashford Inc. and its affiliates (“Ashford”), directly hiring the Company’s management team (including Mr. Richard J. Stockton) and reconstituting the Board with seven new independent directors, including an independent Chairman. Mr. Stockton will continue to serve on the Board. The Special Committee and the Board considered a potential sale of the Company, as contemplated by the Letter Agreement with Ashford dated August 26, 2025, as amended December 22, 2025 (the “Letter Agreement”), but ultimately concluded that terminating the Advisory Agreement and transitioning to self-management, while remaining publicly listed, offered superior value to stockholders.
Current report
Benefits for Stockholders
Current report
The Company currently expects all existing directors other than Mr. Stockton to tender a resignation letter which will become effective simultaneously with the upcoming filing of the Company’s definitive proxy statement. Immediately thereafter, the Company currently expects that the seven new independent director nominees listed in the Company’s upcoming definitive proxy statement will be appointed to the Board.
Current report
Company Sale Fee under the Advisory Agreement
Current report
On August 12, 2026, the Company sold the Pier House Resort & Spa for $190 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $93.7 million on the mortgage loan that was partially secured by the hotel property. During the three months ended September 30, 2026, we paid $265.0 million to our Advisor to pay down a portion of the Company Sale Fee using proceeds from the sales of these four properties.
Current report
On October 28, 2026, the Company completed the sale of The Four Seasons Resort Scottsdale for a purchase price of $372.0 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $180.0 million on the mortgage loan that was secured by the hotel property. The Company subsequently paid $193.6 million to Ashford Inc. which included $168.6 million to pay down a portion of the Company Sale Fee and $25.0 million to pay the Master Agreement Termination Fee related to the Master Agreements which was triggered upon the sale of The Four Seasons Resort Scottsdale. As of the filing of this Form 10-Q, approximately $29.4 million of the Company Sale Fee remains payable to our Advisor, which we expect to pay during November of 2026. Following the termination of the advisory agreement, we will no longer pay advisory fees to our Advisor and instead directly incur the costs of employing our management team.
Current report
Cooperation and Settlement Agreement
Current report
On June 12, 2026, the Company announced its intention to terminate the Advisory Agreement with Ashford Inc. and transition to a self-managed REIT. In connection with the asset sale transactions and the planned termination of the Advisory Agreement, certain stockholders publicly expressed opposition to aspects of the asset sale transactions and the termination of the Advisory Agreement and indicated an intention to pursue legal remedies. On October 6, 2026, the Company, Ashford Hospitality Trust, Inc. and Ashford Inc. entered into a Cooperation and Settlement Agreement with Al Shams resolving these and other claims. See note 14 for a discussion of the Cooperation and Settlement Agreement and related Allocation Agreement.
Current report
Other Recent Developments
Current report
In October 2026, we amended our mortgage loan secured by The Ritz-Carlton Lake Tahoe extending the maturity date from October 2026 to November 2026. On October 30, 2026, we refinanced this mortgage loan into a new $60.0 million mortgage loan with an additional $15.0 million available to be drawn subject to certain conditions. The new mortgage loan is interest only during the initial term and bears interest at a rate of SOFR + 2.65% with a floor of 5.30%, has a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions.
Current report
Rooms Expense. Rooms expense decreased $6.1 million, or 24.5%, to $18.7 million in the 2026 quarter compared to the 2025 quarter. This decrease is primarily attributable to an aggregate decrease of $7.7 million due to the sale of the seven hotel properties and a decrease of $206,000 at The Ritz-Carlton Reserve Dorado Beach. These decreases were partially offset by an aggregate increase of $1.9 million at seven comparable hotel properties.
Current report
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 report
Termination Fee. Termination fee expense was $480.0 million in the 2026 quarter. On July 14, 2026, the Company completed the sale of The Ritz-Carlton Sarasota, the Bardessono Hotel and Spa and the Hotel Yountville. Upon closing, the Company Sale Fee of $480.0 million was triggered under the Advisory Agreement with Ashford Inc. See discussion in “Recent Developments” above.
Current 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.
Current report
Food and Beverage Revenue. Food and beverage revenue decreased $10.3 million, or 7.7%, to $123.6 million during the 2026 period compared to the 2025 period. This decrease is attributable to an aggregate decrease of $4.9 million at Capital Hilton, The Ritz-Carlton Lake Tahoe and The Four Seasons Resort Scottsdale and a decrease of $13.3 million due to the sales of the seven hotel properties. These decreases were partially offset by an aggregate increase of approximately $7.8 million at five comparable hotel properties.
Current report
Termination Fee. Termination fee expense was $480.0 million in the 2026 period. On July 14, 2026, the Company completed the sale of The Ritz-Carlton Sarasota, the Bardessono Hotel and Spa and the Hotel Yountville. Upon closing, the Company Sale Fee of $480.0 million was triggered under the Advisory Agreement with Ashford Inc. See discussion in “Recent Developments” above.
Current report
Gain (loss) on Disposition of Assets and Hotel Properties. In the 2026 period, we recorded a gain of approximately $277.3 million primarily related to the sales of five hotel properties. On July 14, 2026, the Company sold The Ritz-Carlton Sarasota, the Bardessono Hotel and Spa and the Hotel Yountville, resulting in a gain of approximately $151.7 million. On August 12, 2026, the Company sold the Pier House Resort & Spa, resulting in a gain of approximately $108.7 million. On May 26, 2026, the Company sold the Park Hyatt Beaver Creek Resort & Spa resulting in a gain of approximately $16.9 million. In the 2025 period, we recorded a gain of approximately $41.0 million primarily related to the sale of Marriott Seattle Waterfront.
Current report
Gain (loss) on Extinguishment of Debt. In the 2025 period, 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.
Current report
•advisory fees payable to Ashford LLC prior to and in connection with the termination of the advisory agreement and Master Agreements and, following our transition to self-management, the costs of employing our management team directly;
Current report
On October 28, 2026, the Company completed the sale of The Four Seasons Resort Scottsdale for a purchase price of $372.0 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $180.0 million on the mortgage loan that was secured by the hotel property. The Company subsequently paid $193.6 million to Ashford Inc. which included $168.6 million to pay down a portion of the Company Sale Fee and $25.0 million to pay the Master Agreement Termination Fee related to the Master Agreements which was triggered upon the sale of The Four Seasons Resort Scottsdale. As of the filing of this Form 10-Q, approximately $29.4 million of the Company Sale Fee remains payable to our Advisor, which we expect to pay during November of 2026. Following the termination of the advisory agreement, we will no longer pay advisory fees to our Advisor and instead directly incur the costs of employing our management team.
Current report
On October 6, 2026, the Company, Ashford Hospitality Trust, Inc. and Ashford Inc. entered into a Settlement Agreement with Al Shams resolving these and other claims. Under the Settlement Agreement, the Company agreed to pay Al Shams $25.0 million in settlement of the disputed claims plus $15.0 million in expense reimbursement, payable in installments (collectively the “Settlement Payment”). Also on October 6, 2026, the Company and Ashford Inc. entered into an Allocation Agreement (the “Allocation Agreement”), under which the Company and Ashford Inc. each bear 50% of the Settlement Payment, net of applicable insurance proceeds, which are currently estimated to be between $29.5 million and $32.0 million. The Company’s net cost of the Settlement Payment after application of any applicable insurance proceeds and contributions made by Ashford Inc. under the Allocation Agreement is currently estimated to be between $4.0 million and $5.3 million. The Settlement Payment is payable in three installments: $20.0 million, which was paid on October 6, 2026, $10.0 million due in February 2027 and $10.0 million due in June 2027.
Current report
On June 25, 2026, the Company extended its $43.4 million mortgage loan secured by The Ritz-Carlton Lake Tahoe. Terms of the amendment included extending the maturity date from July 2026 to October 2026, and adding one three-month extension option, subject to satisfaction of certain conditions. In October 2026, we amended this mortgage loan extending the maturity date from October 2026 to November 2026. On October 30, 2026, we refinanced this mortgage loan into a new $60.0 million mortgage loan with an additional $15.0 million available to be drawn subject to certain conditions. The new mortgage loan is interest only during the initial term and bears interest at a rate of SOFR + 2.65% with a floor of 5.30%, has a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions.
Current report
On August 12, 2026, the Company sold the Pier House Resort & Spa for $190.0 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $93.7 million on the mortgage loan that was partially secured by the hotel property.
Current report
On October 28, 2026, the Company completed the sale of The Four Seasons Resort Scottsdale for a purchase price of $372 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $180.0 million on the mortgage loan that was secured by the hotel property.
Current report
(1)Includes amounts related to expense reductions from an insurance recovery for prior legal expenses of $400,000 and $5.0 million, respectively, for the three and nine months ended September 30, 2025.
Current report
(4)The hotel property was held for sale as of September 30, 2026, and subsequently sold on October 28, 2026.
Removed paragraphs (16)
Previous report
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 report
On June 12, 2026, the Company announced a series of actions designed to simplify its corporate structure, reduce costs, enhance governance and position the Company for long-term profitability and value creation. Following the conclusion of a lengthy strategic review process, and upon the recommendation of a Special Committee comprised solely of independent directors (the “Special Committee”), the BHR Board of Directors (the “Board”) has approved a management spin-out, which will enable Braemar to become a self-managed real estate investment trust (REIT). These actions include the initiation of steps to terminate the Fifth Amended and Restated Advisory Agreement (the “Advisory Agreement”) with Ashford Inc. and its affiliates (“Ashford”), hire employees directly, and reconstitute the Company’s Board.
Previous report
Benefits for Shareholders
Previous report
Five new independent directors will be identified and added to the Board. Concurrent with these appointments, all existing directors (including the Chairman, Mr. Monty Bennett), except for Mr. Richard Stockton, have agreed to step down from the Board to make way for the new directors. The reconstituted Board will have an independent Chairman.
Previous report
The Company Sale Fee will be triggered under the Advisory Agreement with Ashford upon the closing of previously announced asset sales. Net sale proceeds from future asset sales, after working capital needs and other reserves, will be transferred to Ashford to pay down a portion or all of the Company Sale Fee.
Previous report
The Company does not intend to sell all or substantially all of its assets, only the approximate number necessary to satisfy the Company’s obligation to pay the Company Sale Fee and Master Agreement Termination Fee.
Previous report
On June 25, 2026 the Company extended its $43.4 million mortgage loan secured by The Ritz-Carlton Lake Tahoe. The loan had an initial maturity date of July 15, 2026 and now has a maturity date of October 15, 2026. An additional three-month maturity extension is also available at the Company’s discretion on the same terms.
Previous report
On July 13, 2026, the Company entered into a definitive agreement to sell the Pier House Resort & Spa for a purchase price of $190 million in cash, subject to customary pro-rations and adjustments. The agreement included a nonrefundable deposit of $6.0 million.
Previous report
Rooms Expense. Rooms expense decreased $3.1 million, or 11.2%, to $24.2 million in the 2026 quarter compared to the 2025 quarter. This decrease is primarily attributable to an aggregate decrease of $5.0 million due to the sales of Marriott Seattle Waterfront, The Clancy and Park Hyatt Beaver Creek Resort & Spa and an aggregate decrease of $208,000 at Capital Hilton, Bardessono Hotel and Spa, The Ritz-Carlton Lake Tahoe and Four Seasons Resort Scottsdale. These decreases are partially offset by an aggregate increase of $2.1 million at eight comparable hotel properties.
Previous report
Corporate general and administrative expense was a credit to expense of $2.3 million in the 2025 quarter and consisted of $1.6 million in professional fees, $5.0 million of reimbursed legal costs, $122,000 in miscellaneous expenses and $936,000 in public company costs.
Previous report
Food and Beverage Revenue. Food and beverage revenue increased $305,000, or 0.3%, to $97.7 million during the 2026 period compared to the 2025 period. We experienced an aggregate increase in food and beverage revenue of approximately $8.5 million at seven comparable hotel properties. This increase was partially offset by an aggregate decrease of $3.6 million at Sofitel Chicago Magnificent Mile, Hotel Yountville, Bardessono Hotel and Spa, The Ritz-Carlton Lake Tahoe, and Four Seasons Resort Scottsdale and a decrease of $4.6 million due to the sales of the Marriott Seattle Waterfront, The Clancy and Park Hyatt Beaver Creek Resort & Spa.
Previous report
•advisory fees, including the Company Sale Fee, payable to Ashford LLC;
Previous report
Based on the various limitations in place as of June 30, 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 June 30, 2026. As of July 31, 2026, the redeemable preferred stock redemptions payable was approximately $57.8 million.
Previous report
On June 25, 2026 the Company extended its $43.4 million mortgage loan secured by The Ritz-Carlton Lake Tahoe. The loan had an initial maturity date of July 15, 2026 and now has a maturity date of October 15, 2026. An additional three-month maturity extension is also available at the Company’s discretion on the same terms.
Previous report
(4) Some of our hotel properties are on land subject to ground leases, one of which covers the entire property.
Previous report
(5) The initial ground lease expires in 2065. The ground lease contains two 25-year extension options, at our election.
Reworded paragraphs (85)
Previous wording
We operate in the direct hotel investment segment of the hotel lodging industry. As of June 30, 2026, we owned interests in 12 hotel properties in five states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 2,831 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.
Current wording
We operate in the direct hotel investment segment of the hotel lodging industry. As of September 30, 2026, we owned interests in eight hotel properties in four states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 2,268 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 (“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.
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. See “Recent Developments” below.
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 June 30, 2026, Remington Hospitality, a subsidiary of Ashford Inc., managed five of our 12 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 September 30, 2026, Remington Hospitality, a subsidiary of Ashford Inc., managed two of our eight hotel properties. Third-party management companies managed the remaining hotel properties.
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 June 30, 2026, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 810,123 shares of Ashford Inc. common stock, which represented an approximate 52.5% ownership interest in Ashford Inc., and owned 18,777,914 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 4,745,833 shares of Ashford Inc. common stock, which if converted as of June 30, 2026, would have increased the Bennetts’ ownership interest in Ashford Inc. to 88.4%. The 18,777,914 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 June 30, 2026, those rights represented approximately 534,000 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 September 30, 2026, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 810,123 shares of Ashford Inc. common stock, which represented an approximate 55.0% ownership interest in Ashford Inc., and owned 18,777,914 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 4,832,240 shares of Ashford Inc. common stock, which if converted as of September 30, 2026, would have increased the Bennetts’ ownership interest in Ashford Inc. to 89.5%. The 18,777,914 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, 2026, those rights represented approximately 465,000 common shares.
Previous wording
As of June 30, 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.
Current wording
As of September 30, 2026, Mr. Monty J. Bennett and Mr. Archie Bennett, Jr., together owned approximately 2,472,806 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
•A focused business generating significant revenue: On a go-forward basis, the Company intends to maintain a portfolio of approximately six to eight luxury properties across the U.S. and the Caribbean, which had a gross asset value of over $1 billion and generated total annual revenue of $300 to $350 million as of the trailing twelve months ending March 31, 2026.
Current wording
•A focused business generating significant revenue: On a go-forward basis, the Company intends to maintain a portfolio of seven luxury properties across the U.S. and the Caribbean, which had a gross asset value of $1 billion and generated total annual revenue of $381.4 million as of the trailing twelve months ending June 30, 2026.
Previous wording
•Long-term cost savings: The Company intends to directly hire employees and relocate to new office space, headquartered in Dallas. By directly employing its own management team, Braemar expects to reduce G&A costs by more than $25 million per year. Based on prevailing industry EBITDA multiples, ranging from 11-13x, these savings imply significant potential equity value accretion.
Current wording
•Long-term cost savings: The Company intends to directly hire employees and has relocated to new office space, headquartered in Dallas. By directly employing its own management team, Braemar expects to reduce G&A costs by more than $25 million per year. Based on prevailing industry EBITDA multiples, ranging from 11-13x, these savings imply significant potential equity value accretion.
Previous wording
•Board and management fully aligned with shareholders’ best interests: The in-house management structure and a new Board are designed to improve shareholder alignment. The Company has retained Ferguson Partners, an independent executive search firm, to identify five new independent Board members. The new Board members will be appointed to the Board, with the existing directors simultaneously stepping down, at the termination of the Advisory Agreement and will also be nominated for election at the Company’s next annual meeting.
Current wording
•Board and management fully aligned with stockholders’ best interests: The in-house management structure and a new Board are designed to improve stockholder alignment. The Company retained Ferguson Partners, an independent executive search firm, to identify seven new independent Board members.
Previous wording
•No disruption to management team: Certain members of the management team currently employed by Ashford will become employees of Braemar, who will work exclusively for the Company and have no ongoing relationship with Ashford or its affiliates.
Current wording
•No disruption to management team: Certain members of the management team currently employed by Ashford will become employees of Braemar, and will work exclusively for the Company and have no ongoing relationship with Ashford or its affiliates.
Previous wording
The Special Committee and the entire Board has worked tirelessly to exhaust all available options to maximize shareholder value. While initially a sale of the Company was explored, the Special Committee ultimately concluded that there was a superior value creation available by terminating the Advisory Agreement, spinning out management, and remaining publicly listed. While the directors have agreed to formally resign their positions, they remain devoted to the future success of the Company.
Current wording
The Special Committee and the entire Board have worked tirelessly to exhaust all available options to maximize stockholder value. While initially a sale of the Company was explored, the Special Committee ultimately concluded that superior value creation was available by terminating the Advisory Agreement, directly hiring management, and remaining publicly listed.
Previous wording
As part of the transition, Braemar will terminate the Advisory Agreement and all other material legacy contractual arrangements with Ashford and its affiliates. Following the termination, management, including Mr. Richard Stockton, will be employed directly by Braemar. This new structure is expected to reduce Braemar’s general and administrative costs by more than $25 million annually. Furthermore, by canceling the Ashford Master Agreements, the Company will be free to utilize any third-party company to provide property management, project management or other services at the Company’s hotels.
Current wording
As part of the transition, Braemar will terminate the Advisory Agreement and all other material legacy contractual arrangements with Ashford and its affiliates. Following the termination, management, including Mr. Stockton, will be employed directly by Braemar. This new structure is expected to reduce Braemar’s general and administrative costs by more than $25 million annually. Furthermore, by canceling the Ashford Master Agreements, the Company will be free to utilize any third-party company to provide property management, project management or other services at the Company’s hotels.
Previous wording
The new self-management structure was recommended by the Special Committee and approved by the independent members of the full Board.
Current wording
The new self-management structure was recommended by the Special Committee and approved by the independent members of the Board.
Previous wording
The Company is also taking steps to implement best-practice corporate governance reforms to better align the Company with the best interests of all shareholders, including a thorough review and revision of the Company’s Bylaws, Corporate Governance Guidelines, Code of Ethics and Board Committee Charters.
Current wording
The Company is also taking steps to implement best-practice corporate governance reforms to better align the Company with the best interests of all stockholders, including a thorough review and revision of the Company’s Bylaws, Corporate Governance Guidelines, Code of Ethics and Board Committee Charters.
Previous wording
On July 14, 2026, the Company 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, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $232.8 million on the mortgage loan that was partially secured by the hotel properties. Upon closing, the Company Sale Fee was triggered under the Advisory Agreement with Ashford Inc., and as a result, the Company incurred a related liability of $480.0 million during the third quarter of 2026. The Company subsequently paid $173.0 million to Ashford Inc. to pay down a portion of the Company Sale Fee.
Current wording
On July 14, 2026, the Company 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, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $232.8 million on the mortgage loan that was partially secured by the hotel properties. Upon closing, the Company Sale Fee was triggered under the Advisory Agreement with Ashford Inc., and as a result, the Company incurred a related liability of $480.0 million during the third quarter of 2026.
Previous wording
In July 2026, the Company exercised its put option to require the noncontrolling interest holder to repurchase the Company’s interest in CR JV, a joint venture that owns a parcel of land and is consolidated by the Company. As a result, in August 2026, the noncontrolling interest holder repurchased CR JV for $6.3 million and, in conjunction with the repurchase, the Company derecognized the land and the related mortgage loan secured by the land.
Current wording
In July 2026, the Company exercised its put option to require the noncontrolling interest holder to repurchase the Company’s interest in a joint venture consolidated by the Company. As a result, in August 2026, the noncontrolling interest holder repurchased the Company’s interest in the joint venture for $6.3 million and, in conjunction with the repurchase, the Company derecognized $12.8 million of land, the $5.4 million term loan balance secured by the land and the related working capital. The derecognition resulted in a loss of $11,000 for the three and nine months ended September 30, 2026.
Previous wording
The following table summarizes changes in key line items from our condensed consolidated statements of operations for three months ended June 30, 2026 and 2025 (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 September 30, 2026 and 2025 (in thousands except percentages):
Previous wording
The following table illustrates the key performance indicators of the 12 hotel properties that were owned for the full three months ended June 30, 2026 and 2025:
Current wording
The following table illustrates the key performance indicators of the eight hotel properties that were owned for the full three months ended September 30, 2026 and 2025:
Previous wording
Net Income (Loss) Attributable to the Company. Net income (loss) attributable to the Company changed $12.5 million, from a net loss of $5.5 million for the three months ended June 30, 2025 (the “2025 quarter”) to net income of $7.0 million for the three months ended June 30, 2026 (the “2026 quarter”), as a result of the factors discussed below.
Current wording
Net Income (Loss) Attributable to the Company. Net income (loss) attributable to the Company changed $239.0 million, from net income of $5.7 million for the three months ended September 30, 2025 (the “2025 quarter”) to a net loss of $233.3 million for the three months ended September 30, 2026 (the “2026 quarter”), as a result of the factors discussed below.
Previous wording
Rooms Revenue. Rooms revenue decreased $7.6 million, or 7.0%, to $102.2 million during the 2026 quarter compared to the 2025 quarter primarily due to the sales of Marriott Seattle Waterfront in August 2025, The Clancy in November 2025 and the Park Hyatt Beaver Creek Resort & Spa in May 2026. During the 2026 quarter, our 12 comparable hotel properties experienced a 49 basis point decrease in occupancy and a 12.9% increase in room rates.
Current wording
Rooms Revenue. Rooms revenue decreased $22.6 million, or 26.3%, to $63.1 million during the 2026 quarter compared to the 2025 quarter primarily due to the sales of the seven hotel properties stated above. During the 2026 quarter, our eight comparable hotel properties experienced a 344 basis point increase in occupancy and an 8.8% increase in room rates.
Previous wording
Food and Beverage Revenue. Food and beverage revenue decreased $249,000, or 0.5%, to $45.3 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to an aggregate decrease of $3.2 million at Sofitel Chicago Magnificent Mile, Hotel Yountville, The Ritz-Carlton Lake Tahoe, Bardessono Hotel and Spa and Four Seasons Resort Scottsdale and a decrease of $2.9 million due to the sales of Marriott Seattle Waterfront, The Clancy and Park Hyatt Beaver Creek Resort & Spa. These decreases were partially offset by an aggregate increase of $5.8 million at seven comparable hotel properties.
Current wording
Food and Beverage Revenue. Food and beverage revenue decreased $10.7 million, or 29.1%, to $26.0 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to an aggregate decrease of $2.1 million at The Ritz-Carlton Lake Tahoe and Capital Hilton and a decrease of $11.0 million due to the sales of the seven hotel properties. These decreases were partially offset by an aggregate increase of $2.5 million at six comparable hotel properties.
Previous wording
Other Hotel Revenue. Other hotel revenue, which consists mainly of condo management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, decreased $161,000, or 0.7%, to $23.5 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to a decrease of $2.5 million due to the sales of Marriott Seattle Waterfront, The Clancy and Park Hyatt Beaver Creek Resort & Spa and an aggregate decrease of $217,000 at Capital Hilton, Sofitel Chicago Magnificent Mile, The Ritz-Carlton Lake Tahoe and Cameo Beverly Hills, partially offset by an aggregate increase of $2.5 million at eight comparable hotel properties.
Current wording
Other Hotel Revenue. Other hotel revenue, which consists mainly of condo management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, decreased $8.8 million, or 41.3%, to $12.4 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to a decrease of $9.5 million due to the sales of the seven hotel properties and an aggregate decrease of $271,000 at Sofitel Chicago Magnificent Mile, The Ritz-Carlton St. Thomas and The Four Seasons Resort Scottsdale, partially offset by an aggregate increase of $1.0 million at five comparable hotel properties.
Previous wording
Food and Beverage Expense. Food and beverage expense decreased $870,000, or 2.4%, to $34.9 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to an aggregate decrease of $802,000 at Sofitel Chicago Magnificent Mile, Pier House Resort & Spa, The Ritz-Carlton Lake Tahoe and Four Seasons Resort Scottsdale and a decrease of $3.2 million from the three disposed hotel properties, partially offset by an aggregate increase of $3.1 million at eight comparable hotel properties.
Current wording
Food and Beverage Expense. Food and beverage expense decreased $6.4 million, or 20.9%, to $24.3 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to a decrease of $9.2 million due to the sales of the seven hotel properties and an aggregate decrease of $723,000 at The Ritz-Carlton Lake Tahoe and Capital Hilton, partially offset by an aggregate increase of $3.5 million at six comparable hotel properties.
Previous wording
Other Operating Expenses. Other operating expenses decreased $3.5 million, or 6.2%, to $52.9 million in the 2026 quarter compared to the 2025 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 $13.4 million, or 25.9%, to $38.4 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 a decrease of $3.3 million in indirect expenses and incentive management fees and a decrease of $222,000 in direct expenses in the 2026 quarter as compared to the 2025 quarter. Direct expenses were 4.7% of total hotel revenue in the 2026 quarter and 4.6% in the 2025 quarter.
Current wording
We experienced a decrease of $11.0 million in indirect expenses and incentive management fees and a decrease of $2.4 million in direct expenses in the 2026 quarter as compared to the 2025 quarter. Direct expenses were 4.8% of total hotel revenue in the 2026 quarter and 5.0% in the 2025 quarter.
Previous wording
The decrease in direct expenses is associated with lower direct expenses of $565,000 due to the sales of Marriott Seattle Waterfront, The Clancy and Park Hyatt Beaver Creek Resort & Spa partially offset by higher direct expenses of $343,000 at our 12 comparable hotel properties.
Current wording
The decrease in direct expenses is associated with lower direct expenses of $2.8 million due to the sales of seven hotel properties partially offset by higher direct expenses of $438,000 at our eight comparable hotel properties.
Previous wording
The decrease in indirect expenses comprises decreases in: (i) general and administrative costs of $2.2 million comprising an aggregate decrease of $3.0 million from the three disposed hotel properties, partially offset by an aggregate increase of $874,000 at our 12 comparable hotel properties; (ii) marketing costs of $1.4 million comprising a decrease of $1.9 million from the three disposed hotel properties partially offset by an aggregate increase of $510,000 at our 12 comparable hotel properties; (iii) repairs and maintenance of $974,000 comprising a decrease of $1.1 million from the three disposed hotel properties partially offset by an aggregate increase of $121,000 at our 12 comparable hotel properties; and (iv) energy costs of $220,000 comprising a decrease of $582,000 from the three disposed hotel properties partially offset by an aggregate increase of $362,000 at our 12 comparable hotel properties. These increases were partially offset by increases in incentive management fees of $1.4 million comprising an aggregate increase of $1.2 million at our 12 comparable hotel properties and an increase of $253,000 from the three disposed hotel properties.
Current wording
The decrease in indirect expenses comprises decreases in: (i) general and administrative costs of $4.9 million comprising an aggregate decrease of $5.7 million from the seven sold hotel properties, partially offset by an aggregate increase of $792,000 at our eight comparable hotel properties; (ii) marketing costs of $2.6 million comprising a decrease of $3.3 million from the seven sold hotel properties partially offset by an aggregate increase of $700,000 at our eight comparable hotel properties; (iii) repairs and maintenance of $2.1 million comprising a decrease of $2.1 million from the seven sold hotel properties partially offset by an aggregate increase of $77,000 at our eight comparable hotel properties; (iv) energy costs of $1.0 million comprising a decrease of $1.4 million from the seven sold hotel properties partially offset by an aggregate increase of $358,000 at our eight comparable hotel properties; and (v) lease expense of $580,000 comprising a decrease of $593,000 from the seven sold hotel properties partially offset by an aggregate increase of $13,000 at our eight comparable hotel properties. These decreases were partially offset by an increase in incentive management fees of $144,000 comprising an aggregate increase of $375,000 at our eight comparable hotel properties partially offset by a decrease of $231,000 from the seven sold hotel properties.
Previous wording
Management Fees. Base management fees decreased $403,000, or 7.3%, to $5.1 million in the 2026 quarter compared to the 2025 quarter. Base management fees decreased $131,000 at The Ritz-Carlton Lake Tahoe and Four Seasons Resort Scottsdale and $932,000 from the three disposed hotel properties. These decreases were partially offset by an aggregate increase of $659,000 at ten comparable hotel properties.
Current wording
Management Fees. Base management fees decreased $1.3 million, or 30.1%, to $3.1 million in the 2026 quarter compared to the 2025 quarter. Base management fees decreased $46,000 at Capital Hilton, The Ritz-Carlton Lake Tahoe and The Four Seasons Resort Scottsdale and $1.6 million from the seven sold hotel properties. These decreases were partially offset by an aggregate increase of $295,000 at five comparable hotel properties.
Previous wording
Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $385,000, or 4.9%, to $7.5 million in the 2026 quarter compared to the 2025 quarter. The decrease is primarily attributable to an aggregate decrease of approximately $281,000 at eleven comparable hotel properties and a decrease of $1.6 million from the three disposed hotel properties. These decreases were partially offset by an aggregate increase of approximately $1.5 million at the Sofitel Chicago Magnificent Mile.
Current wording
Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $3.5 million, or 43.0%, to $4.7 million in the 2026 quarter compared to the 2025 quarter. The decrease is primarily attributable to a decrease of $2.2 million from the seven sold hotel properties and an aggregate decrease of $1.3 million at our eight comparable hotel properties, primarily at Sofitel Chicago Magnificent Mile.
Previous wording
Depreciation and Amortization. Depreciation and amortization decreased $1.9 million, or 8.2%, to $21.4 million in the 2026 quarter compared to the 2025 quarter. There was an aggregate decrease of $306,000 at Capital Hilton, The Notary Hotel, Pier House Resort & Spa and The Ritz-Carlton Sarasota and a decrease of $3.6 million from the three disposed hotel properties, partially offset by an aggregate increase of $2.0 million at eight comparable hotel properties.
Current wording
Depreciation and Amortization. Depreciation and amortization decreased $6.6 million, or 28.3%, to $16.6 million in the 2026 quarter compared to the 2025 quarter. There was an aggregate decrease of $261,000 at Capital Hilton and The Notary Hotel and a decrease of $7.4 million from the seven sold hotel properties, partially offset by an aggregate increase of $1.1 million at six comparable hotel properties.
Previous wording
Advisory Services Fee. Advisory services fee increased $89,000, or 1.2%, to $7.3 million in the 2026 quarter compared to the 2025 quarter due to increases of $312,000 in the base advisory fee and $51,000 in equity-based compensation partially offset by decreases of $188,000 in the incentive fee and $86,000 in reimbursable expenses.
Current wording
Advisory Services Fee. Advisory services fee decreased $417,000, or 5.3%, to $7.5 million in the 2026 quarter compared to the 2025 quarter due to decreases of $476,000 in the incentive fee, $357,000 in reimbursable expenses and $75,000 in equity-based compensation, partially offset by an increase of $491,000 in the base advisory fee.
Previous wording
In the 2026 quarter, we recorded an advisory services fee of $7.3 million, which included a base advisory fee of $3.8 million and reimbursable expenses of $3.5 million.
Current wording
In the 2026 quarter, we recorded an advisory services fee of $7.5 million, which included a base advisory fee of $4.0 million and reimbursable expenses of $3.5 million.
Previous wording
In the 2025 quarter, we recorded an advisory services fee of $7.2 million, which included a base advisory fee of $3.5 million, reimbursable expenses of $3.6 million, incentive fee of $188,000, and a credit to expense of $51,000 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 $7.9 million, which included a base advisory fee of $3.5 million, reimbursable expenses of $3.8 million, an incentive fee of $476,000 and equity-based compensation of $75,000 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 $4.4 million in the 2026 quarter and consisted of $2.6 million in professional fees, $1.4 million of public company costs and $410,000 of miscellaneous expenses.
Current wording
Corporate General and Administrative. Corporate general and administrative expense was $12.1 million in the 2026 quarter and consisted of $6.8 million in professional fees, $4.0 million in net settlement charges related to the Settlement Agreement with the Al Shams Parties, $1.2 million of public company costs and $141,000 of miscellaneous expenses.
Previous wording
Gain (loss) on disposition of assets and hotel property. In the 2026 quarter, we recorded a gain of approximately $17.4 million related to the sale of the Park Hyatt Beaver Creek Resort & Spa.
Current wording
Gain (Loss) on Disposition of Assets and Hotel Properties. In the 2026 quarter, we recorded a gain of approximately $259.9 million primarily related to the sales of four hotel properties. On July 14, 2026, the Company sold the Ritz-Carlton Sarasota, the Bardessono Hotel and Spa and the Hotel Yountville, resulting in a gain of approximately $151.7 million. On August 12, 2026, the Company sold Pier House Resort & Spa, resulting in a gain of approximately $108.7 million. These gains were partially offset by a loss in the 2026 quarter of approximately $500,000 related to the settlement of pro-rations and adjustments from the sale of Park Hyatt Beaver Creek Resort & Spa in the second quarter of 2026. In the 2025 quarter, we recorded a gain of approximately $41.0 million related to the sale of Marriott Seattle Waterfront.
Previous wording
Interest Income. Interest income was $774,000 and $1.5 million in the 2026 quarter and 2025 quarter, respectively. The decrease in interest income in the 2026 quarter was primarily attributable to lower interest rates and lower excess cash balances in the 2026 quarter compared to the 2025 quarter.
Current wording
Interest Income. Interest income was $841,000 and $1.5 million in the 2026 quarter and 2025 quarter, respectively. The decrease in interest income in the 2026 quarter was primarily attributable to lower excess cash balances in the 2026 quarter compared to the 2025 quarter.
Previous wording
Interest Expense and Amortization of Loan Costs. Interest expense and amortization of loan costs decreased $4.8 million, or 19.1%, to $20.5 million in the 2026 quarter compared to the 2025 quarter. This decrease is primarily due to lower interest expense of $4.6 million and lower amortization costs of $246,000 from lower average interest rates and lower loan balances.
Current wording
Interest Expense and Amortization of Loan Costs. Interest expense and amortization of loan costs decreased $9.0 million, or 35.7%, to $16.2 million in the 2026 quarter compared to the 2025 quarter. This decrease is primarily due to lower interest expense of $8.0 million and lower amortization costs of $1.0 million in the 2026 quarter as the Company paid down mortgage loans with proceeds from the sale of the seven hotel properties.
Previous wording
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $1.5 million in the 2026 quarter due to The Ritz-Carlton Lake Tahoe loan extension. Write-off of loan costs and exit fees was $3,000 in the 2025 quarter.
Current wording
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $20,000 in the 2026 quarter and $366,000 in the 2025 quarter.
Previous wording
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain on derivatives of $35,000 for the 2026 quarter consisted primarily of an unrealized gain on interest rate caps.
Current wording
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain on derivatives of $54,000 for the 2026 quarter consisted primarily of an unrealized gain on interest rate caps.
Previous wording
Realized and unrealized gain on derivatives of $15,000 for the 2025 quarter consisted of a realized gain of $180,000 associated with payments received from counterparties on in-the-money interest rate caps, partially offset by an unrealized loss on interest rate caps of approximately $165,000.
Current wording
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.
Previous wording
Income Tax (Expense) Benefit. Income tax (expense) benefit changed $2.8 million, from a benefit of $345,000 in the 2025 quarter to expense of $2.5 million in the 2026 quarter. This change was primarily due to an increase in the taxable income of certain of our TRS entities in the 2026 quarter compared to the 2025 quarter.
Current wording
Income Tax (Expense) Benefit. Income tax benefit increased $9.1 million, from $648,000 in the 2025 quarter to $9.8 million in the 2026 quarter. The increase in income tax benefit in the 2026 quarter is due to a decrease in the taxable income of certain of our TRS, including the TRS impact of the Company Sale Fee.
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Previous report — wording carried elsewhere
Other Income (Expense). Other expense was $1.3 million in the 2025 quarter due to a realized loss on the sale of a portion of CMBS.
Previous report — wording carried elsewhere
Gain (loss) on disposition of assets and hotel property. In the 2026 period we recorded a gain of approximately $17.4 million related to the sale of the Park Hyatt Beaver Creek Resort & Spa.
Previous report — wording carried elsewhere
On May 26, 2026, the Company sold the Park Hyatt Beaver Creek Resort & Spa for $176 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid the $70.5 million mortgage loan that was secured by the hotel property.