Braemar Hotels & Resorts INC. 8-K Filing

Ticker: BHR-PD · Form: 8-K · Filed: Dec 23, 2025 · CIK: 1574085

Sentiment: neutral

Filing Stats: 1,338 words · 5 min read · ~4 pages · Grade level 14.5 · Accepted 2025-12-23 16:10:53

Key Financial Figures

Filing Documents

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 22, 2025, Braemar Hotels & Resorts Inc. (the " Company ") and Braemar Hospitality Limited Partnership, the operating subsidiary of the Company (" Braemar OP "), entered into an Amendment (the " Amendment ") to the letter agreement, dated as of August 26, 2025 (the " Letter Agreement "), by and among the Company, Braemar OP, Ashford Inc. and Ashford Hospitality Advisors LLC (together with Ashford Inc., the " Advisor "). The Advisor serves as the external advisor to the Company and Braemar OP. As previously disclosed, the Letter Agreement was entered into with respect to that certain Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018, by and among the Company, Braemar OP, Braemar TRS Corporation and the Advisor (as amended, the " Advisory Agreement "), in connection with the Company's exploration of a potential sale of the Company. As previously disclosed, pursuant to the Letter Agreement, the Company and the Advisor agreed that the fair and reasonable calculation of all amounts due from the Company to the Advisor under the termination provisions in Section 12.5(b) of the Advisory Agreement with respect to a Company Sale Transaction (as defined in the Letter Agreement) is $574.83 million (exclusive of accrued fees). However, the Company and the Advisor further agreed to the payment of a discounted aggregate amount of $480 million (the " Company Sale Fee "), plus accrued fees, payable by the Company to the Advisor upon a Company Sale Transaction in full satisfaction of such termination payment obligations. The Letter Agreement further provides that the definitive documentation in any Company Sale Transaction will include an express condition that the buyer will assume the master project management agreement with Premier Project Management, LLC and the master hotel management agreement with Remington Lodging & Hospitality, LLC (together, the " Master Agreements ") or they may be

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Description 10.1 Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018, among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Hospitality Advisors LLC and Ashford Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on April 23, 2018) (File No. 001-35972). 10.2 Letter Agreement, dated August 26, 2025, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Ashford Inc. and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed on August 26, 2025) (File No. 001-35972). 10.3 Amendment to Letter Agreement, dated December 22, 2025, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Ashford Inc. and Ashford Hospitality Advisors LLC. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRAEMAR HOTELS & RESORTS INC. Dated: December 23, 2025 By: /s/ Jim Plohg Jim Plohg Executive Vice President, General Counsel & Secretary

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