Braemar Hotels & Resorts Inc.

The discussion of our business and operations should be read together with the risk factors contained in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. In addition to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, the following risk factor should be carefully considered in evaluating us and our business.

We may not be able to fully realize the expected benefits of our transition to a self-managed company or the ability to realize such benefits may take longer than anticipated.

On June 12, 2026, we announced that we intended to terminate the Advisory Agreement with Ashford Inc. Following the termination of the Advisory Agreement, we will be a self-managed REIT. In addition, and as discussed, we intend to nominate eight directors, including seven new director candidates and Richard J. Stockton, for election at our upcoming annual meeting. We believe the transition to a self-management structure, with a new Board, will result in material benefits to our stockholders. However, while this development offers us meaningful room for change, it could introduce potential volatilities in our operations. Accordingly, should we fail to sustain our business under this new arrangement of self-management, or should our new Board fail to adequately adapt or respond to its obligations, our business operations or financial condition could be materially and adversely affected.