Braemar Hotels agrees to $372M Four Seasons sale
The seven-hotel go-forward portfolio generated $381.4 million in trailing revenue and $87.9 million in Hotel EBITDA for the period ended June 30, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Braemar Hotels & Resorts Inc. (BHR) closed the $437.5 million sale of Ritz-Carlton Sarasota, Hotel Yountville and Bardessono on July 14, 2026, and the $190.0 million sale of Pier House Resort & Spa on August 21. It agreed to sell Four Seasons Resort Scottsdale for $372 million; closing is expected October 22, 2026, subject to customary prorations and adjustments. The sales and planned refinancings are expected to fund remaining fees owed to Ashford as Braemar transitions to self-management, expected by mid-November.
Annual corporate G&A is expected to decline from approximately $42 million to approximately $15 million after the transition, with more than $25 million in annual savings. Refinancings targeted over the next three to six months are expected to reduce the weighted-average interest rate on affected assets by more than 150 basis points and generate approximately $4.8 million to $5.5 million in 2027 interest savings. 2027 guidance projects total revenue of $407 million to $412 million, Adjusted EBITDAre of $85 million to $90 million and a GAAP net loss of $6 million to $11 million. Braemar's largest shareholder, Al Shams Investments Limited, withdrew its director-nomination notice under a settlement that includes customary standstill and voting commitments and settles outstanding disputes.
1 point · 1 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.More than $25 million in annual G&A savings expected after the self-management transition.
Negative
- Moderate point. Forward-looking: it has not happened yet and may not happen.2027 low-end guidance includes an $11 million GAAP net loss.
Filing Explained
Braemar projects that pro forma net debt will decline from about
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Agreed sale price: $372 million
Annual corporate G&A: Approximately $42 million to approximately $15 million
Annual cost savings: More than $25 million
+5 more
8 metrics
Agreed sale price
$372 million
Four Seasons Resort Scottsdale; closing expected October 22, 2026
Annual corporate G&A
Approximately $42 million to approximately $15 million
Before and after the expected transition to self-management
Annual cost savings
More than $25 million
Expected after termination of the external advisory relationship with Ashford
Estimated 2027 interest savings
Approximately $4.8 million to $5.5 million
Based on current outstanding loan balances
Total revenues
$407 million to $412 million
Full-year 2027 guidance
Adjusted EBITDAre
$85 million to $90 million
Full-year 2027 guidance
Net loss under GAAP
$11 million loss at the low end to $6 million loss at the high end
Full-year 2027 guidance
Net debt to gross assets
Approximately 50% to approximately 36%
Expected pro forma levels for September 2026
Key Terms
RevPAR, Hotel EBITDA, Adjusted EBITDAre, NAREIT FFO, +1 more
5 terms
RevPAR financial
"RevPAR includes revenue from residences participating in the hotel rental program"
RevPAR, or revenue per available room, is a measure used in the hotel industry to show how much money a hotel earns from each of its rooms over a certain period. It helps investors understand how well a hotel is performing financially, similar to how a store's sales per square foot reveal its profitability. Higher RevPAR indicates better use of resources and stronger financial health.
Hotel EBITDA financial
"Hotel EBITDA is property-level net income (loss) before interest expense"
Hotel EBITDA is the operating profit a hotel generates before deducting interest, taxes, depreciation and amortization, showing the cash earned from running the rooms, food and services without counting financing costs or accounting for building wear. Investors use it to compare how well different hotels or brands perform, estimate property value and judge whether a hotel can cover debt and pay owners — like looking at how much cash a store makes before paying rent, loans and replacing old equipment.
Adjusted EBITDAre financial
"Adjusted EBITDAre is EBITDAre further adjusted to exclude amortization of favorable"
Adjusted EBITDA is a measure of a company's earnings that shows its profitability by focusing on core operations, excluding certain expenses or income that are unusual or not part of normal business activities. It provides investors with a clearer picture of how well the company is performing day-to-day, much like evaluating a restaurant's regular sales without counting special event or one-time expenses. This helps investors compare companies more fairly and assess their ongoing financial health.
NAREIT FFO financial
"NAREIT FFO is FFO as defined by NAREIT"
NAREIT FFO is a standardized measure of operating performance for real estate companies that starts with net income, removes gains or losses from property sales, and adds back depreciation and amortization tied to real estate. Investors use it like a clearer view of recurring cash-earning ability—similar to checking a store’s everyday sales rather than one‑time clearance events—so it helps compare profitability and dividend capacity across property firms.
capitalization rate financial
"A capitalization rate is determined by dividing the property's net operating income"
The capitalization rate is a percentage that helps investors estimate how much money a property or investment might generate relative to its value. It’s similar to a return rate, showing how quickly an investment could pay for itself over time. This rate helps compare different investments and assess their potential profitability.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is BHR selling Four Seasons Resort Scottsdale for?
Braemar agreed to sell the resort for $372 million and received a $10 million non-refundable earnest money deposit. Closing is expected October 22, 2026, subject to customary prorations and adjustments.
What are BHR's 2027 financial projections?
For full-year 2027, BHR projects total revenue of $407 million to $412 million, Adjusted EBITDAre of $85 million to $90 million, and a GAAP net loss ranging from $11 million at the low end to $6 million at the high end. It also forecasts NAREIT FFO per diluted share of $0.23 to $0.30 and Adjusted FFO per diluted share of $0.25 to $0.31.
What debt and preferred-equity levels does BHR assume for its 2027 guidance?
The guidance assumes projected net debt of approximately $405 million and preferred equity outstanding of approximately $407 million as of December 31, 2026. It also assumes $15 million in annual corporate G&A and 74.3 million shares outstanding as of June 30, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 8, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS employer identification number) | ||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||
Registrant’s telephone number, including area code: (972 ) 490-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
ITEM 7.01 REGULATION FD DISCLOSURE
On October 8, 2026, the Company issued a press release entitled "Braemar Hotels & Resorts Announces Portfolio Update and 2027 Financial Outlook," announcing, among other things, updates to the Company’s portfolio and guidance on the Company’s financial outlook. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In addition, on October 8, 2026, the Company made available an investor presentation entitled "A New Chapter for Braemar," a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
FORWARD-LOOKING STATEMENTS
Certain statements and assumptions in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 hereto, contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements regarding the Company's expectations as to the anticipated sale of the Hotel, the timing and completion of that sale, the use of proceeds therefrom, and the Company's future plans, strategy and financial outlook. When the Company uses words such as "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," "project," "potential" or similar expressions, it intends to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside the Company's control.
These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: the risk that the pending sale of the Hotel is not completed on the terms described, on the anticipated timeline or at all, including as a result of a failure to satisfy closing conditions; the Company's ability to complete other pending or anticipated transactions; the Company's ability to repay, refinance or restructure its debt and the debt of certain of its subsidiaries; anticipated or expected purchases or sales of assets; the Company's projected operating results; risks associated with the Company's ability to effectuate its dividend policy; general volatility of the capital markets and the market price of the Company's common and preferred stock; availability, terms and deployment of capital; changes in the Company's industry and the markets in which it operates, interest rates or the general economy; and the degree and nature of the Company's competition. These and other risk factors are more fully discussed in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC").
The forward-looking statements included in this Current Report on Form 8-K are only made as of the date of this report. Such forward-looking statements are based on the Company's beliefs, assumptions and expectations of its future performance, taking into account all information currently known to the Company. These beliefs, assumptions and expectations can change as a result of many potential events or factors, not all of which are known to the Company. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. The Company is not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Number Description
99.1 Press Release of the Company, dated October 8, 2026
99.2 Investor Presentation of the Company, dated October 2026
101 Inline Interactive Data Files
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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: October 8, 2026 | By: | /s/ Jim Plohg | ||||||
| Jim Plohg | ||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||
EXHIBIT 99.1
NEWS RELEASE
| Contact: | Justin Coe | Joe Germani / Miller Winston | ||||||
| Chief Accounting Officer | Longacre Square Partners | |||||||
| jcoe@ashfordinc.com | Braemar@Longacresquare.com | |||||||
BRAEMAR HOTELS & RESORTS ANNOUNCES PORTFOLIO UPDATE AND 2027 FINANCIAL OUTLOOK
Announces Definitive Agreement to Sell Four Seasons Resort Scottsdale for $372 Million, Paving the Way to Complete Separation from Ashford and Become a Self-Managed REIT
Provides Key Pro Forma Financials and Full Year 2027 Guidance for Go-Forward Luxury Property Portfolio that Will be Positioned for Long Term Earnings Growth and Value Creation
Braemar Expects to Benefit from Favorable Forward Demand Trends, a Stronger Balance Sheet and Materially Lower Cost Structure – With More than $25 Million in Annual Cost Savings
Reaches Cooperation Agreement For Al Shams to Withdraw Notice of Director Nominations and Support Company’s Nominees and Proposals at 2026 Annual Meeting
DALLAS, October 8, 2026 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) today provided a portfolio update and announced its financial outlook for full-year 2027.
Portfolio Update
On July 14, 2026, the Company closed on the sale of the Ritz-Carlton Sarasota, the Hotel Yountville and the Bardessono Hotel and Spa for a total purchase price of $437.5 million ($1.0 million per key).
On August 21, 2026, the Company closed on the sale of the Pier House Resort & Spa for $190.0 million ($1.3 million per key).
On September 29, 2026, the Company announced that it entered into a definitive agreement to sell the Four Seasons Resort Scottsdale for $372 million ($1.8 million per key) and received a $10 million non-refundable earnest money deposit in connection with the sale. The transaction is expected to close October 22, 2026, subject to customary prorations and adjustments. Including anticipated capital expenditures of $23 million, the sale price represents a 6.2% capitalization rate on net operating income for the trailing twelve months ended August 2026. The Company provides no assurances that the sale will be completed on these terms or at all.
The sales of these assets, in conjunction with other planned refinancings, are expected to generate sufficient funds to pay the remainder of the Company Sale Fee and Master Agreement Termination Fee (collectively, the “Fees”) owed to Ashford Inc. (“Ashford”) as part of the Company’s separation from Ashford and transition to become a self-managed REIT. The completion of the separation is expected to be completed by mid-November.
Going forward, Braemar’s portfolio will consist of:
•Ritz-Carlton Reserve Dorado Beach (96 keys): Set on 50 acres of the former Rockefeller estate along the northern coast of Puerto Rico, Dorado Beach is one of nine Ritz-Carlton Reserve properties worldwide, the most exclusive tier of the Ritz-Carlton brand. The oceanfront resort is an intimate refuge whose design blends modern interiors with the surrounding natural landscape and diverse culture. Its 96 villa-style guestrooms each feature floor-to-ceiling glass opening onto a private balcony or terrace with ocean views, many with an en-suite plunge pool, and every stay includes a dedicated Embajador providing personalized butler and concierge services. Since acquisition in March 2022, Braemar has renovated the oceanfront Surf Room Ballroom and Boardroom, refreshed the COA restaurant, and completed numerous ROI projects throughout the resort.
•The Ritz-Carlton, St. Thomas (180 keys): Set on 30 oceanfront acres along Great Bay on the eastern end of St. Thomas, U.S. Virgin Islands, the resort offers sweeping views of the Caribbean Sea and the neighboring islands of St. John and the British Virgin Islands. Styled after traditional island architecture with contemporary island-inspired interiors, The Ritz-Carlton, St. Thomas has 155 guestrooms and 25 suites, each with a private balcony and ocean or resort views. Since acquiring the hotel in December 2015, Braemar has invested significantly in capital improvements, primarily focused on reconstruction efforts in 2018 and 2019 due to damage sustained after Hurricane Irma. This comprehensive renovation included updating guestrooms and public spaces, as well as the construction of a new family pool, the expansion of meeting space, the buildout of the new fine-dining restaurant, Alloro, and the construction of luxury beachside cabanas.
•Capital Hilton (559 keys): Operating under the Hilton Hotels & Resorts brand, the Capital Hilton is strategically located at 16th and K Streets, two blocks north of the White House and within walking distance of the National Mall, other historical demand generators, and the offices of numerous law firms and national associations. The historic hotel offers 559 guestrooms and suites and, in 2024, completed a full renovation of its guestrooms and corridors that introduced art deco-inspired interiors with bold geometric patterns.
•The Notary Hotel, Autograph Collection (499 keys): Housed in the historic former City Hall Annex in the heart of Center City Philadelphia, The Notary is located directly across from City Hall and one block from the Pennsylvania Convention Center. The hotel joined Marriott's Autograph Collection in 2019 following a comprehensive rebranding and renovation. The 499-room hotel blends the building's historic architectural heritage with contemporary luxury, with marble floors throughout, restored original detailing, and curated artwork.
•Sofitel Chicago Magnificent Mile (415 keys): Part of Accor's Sofitel luxury brand, the hotel occupies a striking 32-story glass prism designed by French architect Jean-Paul Viguier, with views of Lake Michigan and the Chicago skyline. It is located in the heart of the Gold Coast neighborhood, just off the Magnificent Mile and proximate to some of Chicago's largest leisure demand generators. The hotel offers 415 guestrooms, including 63 suites, and completed an extensive two-year renovation in 2018.
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•The Ritz-Carlton, Lake Tahoe (170 keys): Set mid-mountain with ski-in/ski-out access at Northstar California Resort in Truckee, California, The Ritz-Carlton, Lake Tahoe is the only luxury resort in Lake Tahoe, with seasonal access to a private Lake Club on the shore of Lake Tahoe. Its 153 rooms and 17 suites feature a mountain-lodge aesthetic with stone fireplaces, floor-to-ceiling windows, and private balconies framing forest and slope views. Amenities include a 17,000-square-foot spa, six food and beverage outlets led by the acclaimed Manzanita restaurant, over 29,000 square feet of flexible indoor/outdoor meeting space, two outdoor pools, a state-of-the-art fitness club and yoga studio, and a Ritz-Carlton Club Lounge. Since acquiring the hotel in January 2019, Braemar has invested significantly in capital improvements, including a 2023 renovation to the guestrooms and a 2024 renovation to the public spaces that added a new premium event space, luxury retail, poolside cabanas, and an iconic living room bar overlooking Northstar.
•Cameo Beverly Hills, LXR Hotels & Resorts (143 keys): The Cameo Beverly Hills converted in January 2026 to Hilton's LXR Hotels & Resorts luxury collection, following an extensive renovation. Ideally located just off Rodeo Drive and within easy reach of business demand from Century City and Culver City, the 12-story hotel offers 12 luxurious suites, 126 spacious guestrooms, and 5 residences, each with a private balcony. The hotel also features unrivaled top-floor meeting space offering panoramic 360-degree views of Beverly Hills, Hollywood, and the Pacific Ocean. Its interiors feature an updated mid-century modern aesthetic with custom burl wood and white oak furnishings.
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Portfolio Key Financials
TTM Ended June 30, 20261
| Property | RevPAR2 | Revenue3 | Hotel Net Income | Hotel EBITDA | Hotel EBITDA Margin | Investments in Hotel Properties, Gross3,4 | ||||||||||||||
| Ritz-Carlton Reserve Dorado Beach | $ | 1,727 | $ | 100.5 | $ | 16.9 | $ | 27.9 | 27.7 | % | $ | 212 | ||||||||
| The Ritz-Carlton, St. Thomas | 710 | 74.8 | 12.6 | 19.3 | 25.8 | % | 134 | |||||||||||||
| Capital Hilton | 198 | 63.9 | (4.5) | 15.9 | 24.8 | % | 199 | |||||||||||||
| The Notary Hotel, Autograph Collection | 157 | 38.5 | 7.0 | 12.4 | 32.3 | % | 122 | |||||||||||||
| Sofitel Chicago Magnificent Mile | 189 | 38.3 | (26.0) | 8.9 | 23.3 | % | 81 | |||||||||||||
| The Ritz-Carlton, Lake Tahoe | 448 | 54.6 | (7.8) | 7.6 | 13.8 | % | 168 | |||||||||||||
Cameo Beverly Hills, LXR Hotels & Resorts5 | 164 | 10.7 | (10.8) | (4.1) | (37.9) | % | 103 | |||||||||||||
| Total / Weighted Average | $ 328 | $ | 381.4 | $ | (12.8) | $ 87.9 | 23.0 | % | $ | 1,018 | ||||||||||
(1)Amounts are in millions except for RevPAR and Hotel EBITDA Margin
(2)RevPAR includes revenue from residences participating in the hotel rental program
(3)Differences due to rounding
(4)As of 6/30/2026
(5)Hotel underwent a significant renovation in 2025 to join LXR Hotels & Resorts as of January 2026
Positioned for Growth
Following the completion of its transition to a self-managed REIT, Braemar expects to benefit from favorable forward demand trends, a materially lower corporate cost structure, and a strengthened balance sheet.
Forward booking trends across the go-forward portfolio remain strong and rate-led. As of September 2026, next-twelve-months revenue pace is up approximately 25% year-over-year, driven by an approximately 27% increase in ADR, with on-the-books occupancy modestly behind the prior year.
As a self-managed REIT, the Company expects to reduce total annual corporate general and administrative expenses, inclusive of advisory and related fees, from approximately $42 million to approximately $15 million, representing over $25 million in annual cost savings following the termination of its external advisory relationship with Ashford.
The Company also intends to pursue a series of targeted refinancing transactions over the next three to six months, which are expected to reduce the weighted-average interest rate for those assets by more than 150 basis points, generate estimated 2027 interest savings of approximately $4.8 million to $5.5 million based on current outstanding loan balances, and significantly extend its debt maturities. On a pro forma basis, September 2026 net debt as a percentage of gross assets is expected to decline from approximately 50% to approximately 36%, providing greater financial flexibility.
While the transition results in a near-term reduction in EBITDA, primarily reflecting the recently completed asset sales, the Company believes the resulting permanent cost savings and improved
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capital structure create a more profitable and scalable platform positioned for long-term earnings growth and value creation.
Financial Outlook
The Company is providing one-time financial guidance so that shareholders can more fully understand the future of Braemar on a pro forma basis as it undergoes its transition.
The Company’s full-year 2027 outlook assumes a projected net debt balance of approximately $405 million1 and projected preferred equity outstanding of approximately $407 million2 as of December 31, 2026, and expects the following results for the year ending December 31, 2027:
Full Year 2027 Guidance
| Low-end of range | High-end of range | Middle of Range | |||||||||
| RevPAR Growth | +4.5% | +6.5% | +5.5% | ||||||||
| Comparable RevPAR | $354 | $361 | $358 | ||||||||
| Comparable total RevPAR | $535 | $542 | $539 | ||||||||
| Total revenues (millions) | $407 | $412 | $409 | ||||||||
| Operating profit margin under GAAP | 7.1% | 8.2% | 7.7% | ||||||||
| Comparable hotel EBITDA margin | 24.5% | 25.4% | 24.9% | ||||||||
| Capital Expenditures (% of total Revenue) | 7.0% | 9.0% | 8.0% | ||||||||
Based upon the above parameters, the Company estimates its 2027 guidance as follows:
| Low-end of range | High-end of range | Middle of Range | |||||||||
Net income under GAAP (millions)3 | ($ 11) | ($ 6) | ($ 9) | ||||||||
| Adjusted EBITDAre (millions) | $85 | $ 90 | $88 | ||||||||
Diluted earnings per common share under GAAP3 | ($ 0.50) | ($ 0.43) | ($ 0.47) | ||||||||
| NAREIT FFO per diluted share | $0.23 | $0.30 | $0.26 | ||||||||
| Adjusted FFO per diluted share | $0.25 | $ 0.31 | $0.28 | ||||||||
These estimates assume annual corporate, general and administrative expenses of $15 million and shares outstanding totaling 74.3 million4 as of June 30, 2026.
(1)Includes gross debt of $570 million, unrestricted cash of $111 million, restricted cash of $46 million, and a loan receivable of $9 million, differences due to rounding
(2)Assumes $8 million of redemptions in Q4 2026
(3)Under U.S. GAAP, net income is the residual amount of an entity's revenues and gains for a reporting period, after deducting all expenses and losses recognized on an accrual basis. That includes non-cash charges such as depreciation, amortization, impairment losses, share-based compensation, deferred income tax expense, and unrealized losses on certain financial instruments
(4)Adjusted from 73.3 million shares outstanding to include 1 million shares of stock-based compensation for 2027
Richard Stockton, Braemar’s President and Chief Executive Officer, said, “With Four Seasons Resort Scottsdale under contract and our transition to self-management on schedule, Braemar is
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well positioned to deliver long-term value for our shareholders. Current sector tailwinds and strong fundamentals support our luxury hotel investment strategy.”
Mr. Stockton continued, “We have consistently demonstrated an ability to grow selectively and accretively. Going forward, we will remain disciplined and deliberate in evaluating opportunities to add complementary properties to our portfolio while maintaining our focus on the luxury hotel segment. We are excited about this portfolio and will remain open to any pathway that maximizes its value.”
Settlement with Al Shams
The Company also announced that it has entered into a Cooperation and Settlement Agreement (the "Settlement Agreement") with the Company’s largest shareholder, Al Shams Investments Limited ("Al Shams"), pursuant to which Al Shams has withdrawn its notice related to the nomination of candidates for election to the Board at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Settlement Agreement provides for customary standstill and voting commitments, as well as settling all outstanding legal disputes between the parties. The Settlement Agreement has been filed with the SEC and more information can be found on www.sec.gov.
Braemar recently disclosed that its 2026 Annual Meeting will be held on December 21, 2026. The Company intends to file proxy materials for the Annual Meeting in due course. Such materials will include the Board’s nominees for election as directors.
About Braemar Hotels & Resorts
Braemar Hotels & Resorts Inc. (NYSE: BHR) is a real estate investment trust (REIT) focused on the high-growth luxury hotel and resort sector. Its industry-leading portfolio features luxury properties across the United States and the U.S. territories in the Caribbean.
Forward-Looking Statements
In keeping with the SEC's "Safe Harbor" guidelines, certain statements made in this press release could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such forward-looking statements include, but are not limited to, our business and investment strategy, our understanding of our competition, current market trends and opportunities, projected operating results, and projected capital expenditures.
These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated including, without limitation: the Risk Factors discussed in our most recent Annual Report on Form 10-K; rising interest rates and inflation; macroeconomic conditions, such as a prolonged period of weak economic growth and volatility in the capital and financial markets; uncertainty in the business sector and market volatility; general and economic business conditions affecting the lodging and travel industry; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; risks associated with our ability to effectuate
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our dividend policy, including factors such as operating results and the economic outlook influencing our board’s decision whether to pay further dividends at levels previously disclosed or to use available cash to pay dividends; general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy, the degree and nature of our competition, legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Code”), and related rules, regulations and interpretations governing the taxation of REITs; and limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for federal income tax purposes. These and other risk factors are more fully discussed in the Company's filings with the Securities and Exchange Commission.
This press release is for informational purposes only and is not an offer to sell, or a solicitation of an offer to buy or sell, any securities of Braemar Hotels & Resorts Inc. or any of its respective affiliates, and may not be relied upon in connection with the purchase or sale of any such security.
Prior to investing in Braemar, potential investors should carefully review Braemar’s periodic filings with the Securities and Exchange Commission, including, but not limited to, Braemar’s most current Form 10-K, Form 10-Q and Form 8-Ks, including the risk factors included therein.
The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. The Company will not publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise except to the extent required by law.
Non-GAAP Measures
This press release contains non-GAAP financial measures, including EBITDA, EBITDAre, Adjusted EBITDAre, Hotel EBITDA, Comparable Hotel EBITDA, Comparable Hotel EBITDA Margin, FFO, NAREIT FFO, Adjusted FFO, Net Debt and Net Debt to Gross Assets. Management believes these measures are useful to investors because they exclude items that do not reflect the ongoing operating performance of the Company's hotels — principally depreciation and amortization, which is substantial for a real estate owner and does not correlate with the change in value of the Company's properties, together with financing costs, income taxes, impairment charges, gains and losses on asset dispositions, and costs associated with transactions and the Company's transition to self-management. Presenting results on this basis allows period-to-period comparisons of hotel-level and corporate operating performance, facilitates comparison with other lodging REITs that report similar measures, and reflects how management evaluates the portfolio, allocates capital and measures the performance of the Company's hotel managers. These measures are also used in the Company's internal budgeting and forecasting and, in the case of Net Debt and Net Debt to Gross Assets, in evaluating leverage and balance sheet capacity.
These measures should not be considered in isolation or as substitutes for net income (loss), operating income, cash flow from operating activities, or any other measure prepared in accordance with GAAP, and they are not indicative of funds available to meet the Company's cash needs, including the ability to fund distributions. Because these measures are not
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standardized, the Company's presentation may not be comparable to similarly titled measures reported by other companies.
EBITDA is net income (loss) before interest expense and amortization of loan costs, depreciation and amortization, income taxes, and equity in (earnings) loss of unconsolidated entities, and after the Company's portion of EBITDA of OpenKey. EBITDAre is EBITDA further adjusted to exclude impairment charges on real estate and (gain) loss on the disposition of assets and hotel property, as defined by NAREIT. EBITDA yield is defined as trailing twelve month EBITDA divided by the purchase price or debt amount. A capitalization rate is determined by dividing the property's net operating income by the purchase price. Net operating income is the property's Hotel EBITDA minus a capital expense reserve of either 4% or 5% of gross revenues. Hotel EBITDA flow-through is the change in Hotel EBITDA divided by the change in total revenues. Adjusted EBITDAre is EBITDAre further adjusted to exclude amortization of favorable (unfavorable) contract assets and liabilities, transaction and conversion costs, other (income) loss, write-off of loan costs and exit fees, realized and unrealized (gain) loss on derivatives, stock- and unit-based compensation, legal, advisory and settlement costs, advisory services incentive fees, (gain) loss on extinguishment of debt, (gain) loss on insurance settlement, and severance. Hotel EBITDA is property-level net income (loss) before interest expense and amortization of loan costs, depreciation and amortization, income taxes and non-hotel EBITDA ownership expense, less EBITDA attributable to noncontrolling interests in consolidated entities. Comparable Hotel EBITDA further adjusts Hotel EBITDA to present results for all periods as though each hotel had been owned for the full period. Hotel EBITDA Margin is Hotel EBITDA divided by total hotel revenue. FFO is net income (loss) computed in accordance with GAAP, excluding gains and losses from the sale of properties and impairment charges on depreciable real estate, plus real estate–related depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. NAREIT FFO is FFO as defined by NAREIT. Adjusted FFO is NAREIT FFO further adjusted for items the Company does not consider indicative of ongoing operating performance, consistent with the adjustments described under Adjusted EBITDAre. Net Debt is total indebtedness less unrestricted cash, restricted cash and the Company's loan receivable. Gross Assets is total assets plus accumulated depreciation. Net Debt to Gross Assets is Net Debt divided by Gross Assets. RevPAR, Total RevPAR, ADR and occupancy are hotel operating statistics and are not non-GAAP financial measures. Comparable operating statistics present all periods as though each hotel had been owned for the full period.
The Company does not provide a reconciliation of its full year 2027 guidance for Adjusted EBITDAre, NAREIT FFO per diluted share, Adjusted FFO per diluted share or Comparable Hotel EBITDA Margin to the most directly comparable forward-looking GAAP financial measures, because it is unable to predict with reasonable certainty, and without unreasonable effort, the amount or timing of certain items required for such a reconciliation. These items include, but are not limited to, impairment charges on real estate, gains and losses on the disposition of assets and hotel properties, gains and losses on the extinguishment of debt, realized and unrealized gains and losses on derivatives, gains and losses on insurance settlements, transaction and conversion costs, severance, and the final terms and timing of the refinancing transactions described in this press release. These items are uncertain, depend on factors outside the Company's control and could have a material effect on GAAP results for the guidance period. For the same reason, the Company is unable to address the probable significance of the unavailable information.
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A New Chapter for Braemar | 2026 The Ritz-Carlton Reserve Dorado Beach
Investor Presentation | October 2026 2 Forward-Looking Statements In keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such forward-looking statements include, but are not limited to, our business and investment strategy, our understanding of our competition, current market trends and opportunities, projected operating results, and projected capital expenditures. These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated including, without limitation: the Risk Factors discussed in our most recent Annual Report on Form 10-K; rising interest rates and inflation; macroeconomic conditions, such as a prolonged period of weak economic growth and volatility in the capital and financial markets; uncertainty in the business sector and market volatility; general and economic business conditions affecting the lodging and travel industry; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; risks associated with our ability to effectuate our dividend policy, including factors such as operating results and the economic outlook influencing our board’s decision whether to pay further dividends at levels previously disclosed or to use available cash to pay dividends; general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy, the degree and nature of our competition, legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Code”), and related rules, regulations and interpretations governing the taxation of REITs; and limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for federal income tax purposes. These and other risk factors are more fully discussed in the Company's filings with the Securities and Exchange Commission. This presentation is for informational purposes only and is not an offer to sell, or a solicitation of an offer to buy or sell, any securities of Braemar Hotels & Resorts Inc. or any of its respective affiliates, and may not be relied upon in connection with the purchase or sale of any such security. Prior to investing in Braemar, potential investors should carefully review Braemar’s periodic filings with the Securities and Exchange Commission, including, but not limited to, Braemar’s most current Form 10-K, Form 10-Q and Form 8-Ks, including the risk factors included therein.
Investor Presentation | October 2026 3 Non-GAAP Measures This presentation contains non-GAAP financial measures, including EBITDA, EBITDAre, Adjusted EBITDAre, Hotel EBITDA, Comparable Hotel EBITDA, Comparable Hotel EBITDA Margin, FFO, NAREIT FFO, Adjusted FFO, Net Debt and Net Debt to Gross Assets. Management believes these measures are useful to investors because they exclude items that do not reflect the ongoing operating performance of the Company's hotels — principally depreciation and amortization, which is substantial for a real estate owner and does not correlate with the change in value of the Company's properties, together with financing costs, income taxes, impairment charges, gains and losses on asset dispositions, and costs associated with transactions and the Company's transition to self-management. Presenting results on this basis allows period-to-period comparisons of hotel-level and corporate operating performance, facilitates comparison with other lodging REITs that report similar measures, and reflects how management evaluates the portfolio, allocates capital and measures the performance of the Company's hotel managers. These measures are also used in the Company's internal budgeting and forecasting and, in the case of Net Debt and Net Debt to Gross Assets, in evaluating leverage and balance sheet capacity. These measures should not be considered in isolation or as substitutes for net income (loss), operating income, cash flow from operating activities, or any other measure prepared in accordance with GAAP, and they are not indicative of funds available to meet the Company's cash needs, including the ability to fund distributions. Because these measures are not standardized, the Company's presentation may not be comparable to similarly titled measures reported by other companies. Reconciliations of the historical non-GAAP measures used in this presentation to their most directly comparable GAAP measures appear in the appendix to this presentation. EBITDA is net income (loss) before interest expense and amortization of loan costs, depreciation and amortization, income taxes, and equity in (earnings) loss of unconsolidated entities, and after the Company's portion of EBITDA of OpenKey. EBITDAre is EBITDA further adjusted to exclude impairment charges on real estate and (gain) loss on the disposition of assets and hotel property, as defined by NAREIT. EBITDA yield is defined as trailing twelve month EBITDA divided by the purchase price or debt amount. A capitalization rate is determined by dividing the property's net operating income by the purchase price. Net operating income is the property's Hotel EBITDA minus a capital expense reserve of either 4% or 5% of gross revenues. Hotel EBITDA flow-through is the change in Hotel EBITDA divided by the change in total revenues. Adjusted EBITDAre is EBITDAre further adjusted to exclude amortization of favorable (unfavorable) contract assets and liabilities, transaction and conversion costs, other (income) loss, write-off of loan costs and exit fees, realized and unrealized (gain) loss on derivatives, stock- and unit-based compensation, legal, advisory and settlement costs, advisory services incentive fees, (gain) loss on extinguishment of debt, (gain) loss on insurance settlement, and severance. Hotel EBITDA is property-level net income (loss) before interest expense and amortization of loan costs, depreciation and amortization, income taxes and non-hotel EBITDA ownership expense, less EBITDA attributable to noncontrolling interests in consolidated entities. Comparable Hotel EBITDA further adjusts Hotel EBITDA to present results for all periods as though each hotel had been owned for the full period. Hotel EBITDA Margin is Hotel EBITDA divided by total hotel revenue. FFO is net income (loss) computed in accordance with GAAP, excluding gains and losses from the sale of properties and impairment charges on depreciable real estate, plus real estate– related depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. NAREIT FFO is FFO as defined by NAREIT. Adjusted FFO is NAREIT FFO further adjusted for items the Company does not consider indicative of ongoing operating performance, consistent with the adjustments described under Adjusted EBITDAre. Net Debt is total indebtedness less unrestricted cash, restricted cash and the Company's loan receivable. Gross Assets is total assets plus accumulated depreciation. Net Debt to Gross Assets is Net Debt divided by Gross Assets. RevPAR, Total RevPAR, ADR and occupancy are hotel operating statistics and are not non-GAAP financial measures. Comparable operating statistics present all periods as though each hotel had been owned for the full period. The Company does not provide a reconciliation of its full year 2027 guidance for Adjusted EBITDAre, NAREIT FFO per diluted share, Adjusted FFO per diluted share or Comparable Hotel EBITDA Margin to the most directly comparable forward-looking GAAP financial measures, because it is unable to predict with reasonable certainty, and without unreasonable effort, the amount or timing of certain items required for such a reconciliation. These items include, but are not limited to, impairment charges on real estate, gains and losses on the disposition of assets and hotel properties, gains and losses on the extinguishment of debt, realized and unrealized gains and losses on derivatives, gains and losses on insurance settlements, transaction and conversion costs, severance, and the final terms and timing of the refinancing transactions described in this presentation. These items are uncertain, depend on factors outside the Company's control and could have a material effect on GAAP results for the guidance period. For the same reason, the Company is unable to address the probable significance of the unavailable information.
Investor Presentation | October 2026 4 A New Chapter for Braemar With our management spin-out anticipated to soon be complete, Braemar expects to begin its next chapter as a self-managed REIT with an in-house team and a focused portfolio of seven irreplaceable hotels. By internalizing management and simplifying our structure, we expect to reduce G&A by more than $25 million a year, and we believe Braemar has never been better positioned to close the gap between our share price and the true value of this business. Richard J. Stockton President & Chief Executive Officer
Investor Presentation | October 2026 5 Agenda 1 The New BHR Transition to Self-Management 2 Reasons to Own BHR The Luxury Advantage 3 High-Quality Portfolio The Highest RevPAR Lodging REIT 5 Looking Ahead The Future of BHR The Ritz-Carlton, Lake Tahoe 4 Balance Sheet & Liquidity A Fortified, More Flexible Balance Sheet
The New BHR Transition to Self-Management The Ritz-Carlton Reserve Dorado Beach
Investor Presentation | October 2026 7 Our Strategy for Value Creation Our mission is to deliver superior returns to our investors through efficient operations, rigorous asset management, balance sheet discipline, and strategic focus on internal and external growth opportunities New Corporate Structure Streamlined G&A Drives Meaningful Cost Savings Rigorous Asset Management High-Quality Assets with Embedded Upside Balance Sheet Discipline Significantly Reducing Debt to Strengthen the Balance Sheet Luxury-Focused Growth Internal and External Growth Opportunities The Ritz-Carlton, St. Thomas
Investor Presentation | October 2026 8 The Transaction OLD BRAEMAR1 NEW BRAEMAR Hotels 13 7 Corporate G&A incl. Advisory & Related Fees ~$42M / year ~$15M / year Management External – Ashford In-house & exclusive Braemar and Ashford intend to sever the advisory agreement and legacy property & project management contracts (1) As of December 31, 2025 Employees 0 15 Hotel Property Management 8 brand-managed + 5 Ashford-affiliate managed (Remington) 5 brand-managed + 2 franchised Braemar intends to terminate its external advisory relationship with Ashford and internalize management to become a self-managed, publicly traded REIT (NYSE: BHR)
Investor Presentation | October 2026 9 Focused Luxury Portfolio (1) As of June 30, 2026 (2) RevPAR includes revenue from residences participating in the hotel rental program (3) Differences due to rounding (4) Hotel underwent a significant renovation in 2025 to convert to LXR Hotels & Resorts, converting in January 2026; key count includes 5 residences • Highest proportion of luxury properties amongst lodging REITs: 5 Luxury; 2 Upper Upscale • Diversified across 4 gateway urban markets and 3 premier resort destinations with high barriers to entry • Highest RevPAR Lodging REIT • +6.5% YoY Hotel EBITDA growth as of June 2026 TTM $1B+ Gross Investments in Hotel Properties1 $380M+ Total Annual Revenue Property Keys RevPAR2 Total Hotel Revenue ($MM)3 Hotel Net Income ($MM) Hotel EBITDA ($MM) Hotel EBITDA Margin Investments in Hotel Properties, Gross ($MM)1,3 Ritz-Carlton Reserve Dorado Beach 96 $1,727 $100.5 $16.9 $27.9 27.7% $212 The Ritz-Carlton, St. Thomas 180 $710 $74.8 $12.6 $19.3 25.8% $134 Capital Hilton 559 $198 $63.9 $(4.5) $15.9 24.8% $199 The Notary Hotel, Autograph Collection 499 $157 $38.5 $7.0 $12.4 32.3% $122 Sofitel Chicago Magnificent Mile 415 $189 $38.3 $(26.0) $8.9 23.3% $81 The Ritz-Carlton, Lake Tahoe 170 $448 $54.6 $(7.8) $7.6 13.8% $168 Cameo Beverly Hills, LXR Hotels & Resorts4 143 $164 $10.7 $(10.8) $(4.1) (37.9%) $103 Total / Wtd. Avg. 2,062 $328 $381.4 $(12.8) $87.9 23.0% $1,018 TTM Ending June 30, 2026 Braemar will initially own a portfolio of seven iconic and irreplaceable properties across the U.S. and the U.S. territories in the Caribbean
Investor Presentation | October 2026 10 Cost Savings & Value OLD BRAEMAR1 NEW BRAEMAR Ashford Base Advisory Fees ~$15M / year $0 Ashford Reimbursements & Incentive Fees ~$15M / year $0 Payroll $0 Other Corporate G&A ~$25M in G&A Cost Savings per Year Total Annual G&A2 ~$42M / year ~$15M / year Key members of the current management team are expected to continue running the company day-to-day, now working exclusively for Braemar, ensuring minimal operational disruption Salary & Cash Bonus $7M Payroll Tax & Benefits $1M Total ~$8M / year Governance & Public Company Costs $4M Professional & Advisory Services $2M Corporate Operations & Overhead $1M Total ~$7M / year Governance & Public Company Costs $4M Professional & Advisory Services $3M Corporate Operations & Overhead $5M Total ~$12M / year (1) As of December 31, 2025 (2) Total Annual G&A excludes stock compensation
Investor Presentation | October 2026 11 Executive Team Upon Completion of Management Spin-Out Richard J. Stockton — CEO Mr. Stockton has served as CEO since November 2016, President since April 2017, and as director since July 2020. He will continue as CEO upon completion of the transition to self-management. He previously served as Global Co- Head and COO of Real Estate at CarVal Investors and as President & CEO–Americas for OUE Limited and spent 15+ years at Morgan Stanley in real estate investment banking across the U.S., Europe and Asia. He holds an MBA in Finance and Real Estate from The Wharton School and a B.S. from Cornell University’s School of Hotel Administration. Justin Coe — CFO & CAO Mr. Coe will serve as Chief Financial Officer and Chief Accounting Officer, having previously served as the Company’s Chief Accounting Officer. He brings 11 years of experience with the Company and 20+ years of experience in accounting, financial reporting and capital markets, overseeing finance, accounting, tax, internal audit, and financial reporting. He previously spent nearly a decade at Ernst & Young LLP and holds a BBA and Master of Accountancy from Texas State University. He is a CPA in the State of Texas. Robert Haiman — Chief Legal Officer Mr. Haiman brings more than 30 years of legal experience across the hospitality, real estate, and corporate sectors. Since 2021 he has been principal of the Law Office of Robert G. Haiman, Esq., and since May 2026 has represented BHR in its separation from Ashford and transition to a self-managed REIT. From 2018 to 2021 he served as EVP, General Counsel and Secretary of Ashford Inc., Ashford Trust, and Braemar, and previously was Chief Legal Officer of Remington Hotels LP from 2004 to 2018. He holds a J.D. from Duke University School of Law and a B.A. from Amherst College. Adam Tegge — SVP, Investments Mr. Tegge will serve as SVP of Investments, having previously spent 12 years at Ashford Inc. as SVP of Investments (2022-2026) and VP of Asset Management (2014-2022). In these roles, he led the sourcing, underwriting and execution of hotel real estate investments, along with asset managing a 26-hotel, ~$1.5 billion portfolio. Mr. Tegge brings 20+ years of experience across hospitality real estate investments, acquisitions, asset management, and operations, with prior roles at Loeb Partners Realty and Carlson Hotels Worldwide. He earned an MBA in Finance from Washington University in St. Louis and a B.S. in Hospitality Management from The Pennsylvania State University. Elizabeth Lloyd — SVP, Head of Asset Management Ms. Lloyd will serve as SVP, Head of Asset Management, bringing 25+ years of hospitality asset management and finance experience. Since 2015 she served as VP, Asset Management at Ashford Inc., managing luxury, full-service and independent hotels across the BHR and AHT portfolios, representing $550M+ in annual revenue. She previously held senior roles at Lend Lease, CHM and Marriott International, and holds a B.A. in Accounting from Michigan State University. Nathan Schupp — SVP, Corporate Finance Mr. Schupp will serve as SVP of Corporate Finance, having previously spent 12 years at the Ashford Group of Companies. During that time, he led the strategic deployment of $200M+ annually in capital deployment and built and led Premier Project Management’s FP&A and Accounting organization, driving revenue growth from $5M to $25M. He brings 15 years of experience across hospitality real estate capital management, acquisitions, and corporate finance, and holds a B.S. in Finance from Oklahoma State University.
The Ritz-Carlton Reserve Dorado Beach The Notary Hotel, Philadelphia, Autograph Collection Reasons to Own BHR The Luxury Advantage
Investor Presentation | October 2026 13 Luxury Segment Outperformance Classification Luxury Upper Upscale Upscale Upper Midscale Midscale Economy RevPAR CAGR (1988-2026)1 4.0% 2.9% 2.8% 2.6% 1.9% 1.4% (1) RevPAR source: CoStar; U.S. Inflation source: U.S. Bureau of Labor Statistics U.S. RevPAR by Chain Scale — Indexed to 100 (Jan 1988)1 50 100 150 200 250 300 350 400 450 500 Ja n -8 8 Ja n -8 9 Ja n -9 0 Ja n -9 1 Ja n -9 2 Ja n -9 3 Ja n -9 4 Ja n -9 5 Ja n -9 6 Ja n -9 7 Ja n -9 8 Ja n -9 9 Ja n -0 0 Ja n -0 1 Ja n -0 2 Ja n -0 3 Ja n -0 4 Ja n -0 5 Ja n -0 6 Ja n -0 7 Ja n -0 8 Ja n -0 9 Ja n -1 0 Ja n -1 1 Ja n -1 2 Ja n -1 3 Ja n -1 4 Ja n -1 5 Ja n -1 6 Ja n -1 7 Ja n -1 8 Ja n -1 9 Ja n -2 0 Ja n -2 1 Ja n -2 2 Ja n -2 3 Ja n -2 4 Ja n -2 5 Ja n -2 6 Luxury Class Upper Upscale Class Upscale Class Upper Midscale Class Midscale Class Economy Class U.S. Inflation (CPI-U) U.S. Inflation 2.8% The Luxury class has the greatest long-term RevPAR growth at 4.0%, the only class to significantly outperform inflation
Investor Presentation | October 2026 14 A True Luxury REIT (1) Per each peer’s 6/30/2026 10-Q (2) Per each peer’s 12/31/2025 10-K; luxury classification based on STR chain-scale classifications; independent hotels classified based on CoStar classifications (3) BHR’s RevPAR for the 7-asset portfolio only; excluding assets sold (4) Pebblebrook’s 25 luxury assets include 17 independents; true luxury-branded hotels represent just 18.2% of the portfolio. Similarly, true luxury-branded hotels represent 29% of Host’s portfolio and 9% of DiamondRock’s portfolio REIT Q2 2026 YTD RevPAR1 Discount to BHR’s RevPAR Luxury as a % of Total Hotels2 $3813 - 71% $259 -32% 29% $248 -35% 31%4 $238 -38% 57%4 $216 -43% 37%4 $206 -46% 40% BHR owns the highest concentration of luxury hotels among peers, driving Q2 2026 YTD RevPAR, with the next-closest REIT sitting 32% below BHR
Investor Presentation | October 2026 15 With only 0.4% supply growth expected in our markets over the next two years—well below the 0.7%1 market-wide forecast for 2027-2028 and a quarter of the 1.6%2 long-term average—our markets face virtually no new competitive supply Limited new supply, coupled with luxury guests' lower price sensitivity, supports pricing power and reduces reliance on promotional discounting, contributing to our 8.9% YoY RevPAR growth through June 2026 YTD A High-Quality Luxury Portfolio in Supply-Constrained Markets Property Market Classification Inventory Rooms3 Rooms Under Construction3 New Supply Growth in Our Markets Ritz-Carlton Reserve Dorado Beach San Juan Luxury 1,451 0 0.0% The Ritz-Carlton, St. Thomas4 USVI Luxury 682 20 2.9% Capital Hilton DC CBD Upper Upscale 14,252 0 0.0% The Notary Hotel, Autograph Collection5 Philadelphia CBD Upper Upscale 6,812 81 1.2% Sofitel Chicago Magnificent Mile Chicago CBD Luxury 8,037 0 0.0% The Ritz-Carlton, Lake Tahoe Lake Tahoe Luxury 2,430 0 0.0% Cameo Beverly Hills, LXR Hotels & Resorts6 Beverly Hills Luxury 7,995 78 1.0% Total / Wtd. Avg. 41,659 179 0.4% (1) Forecasted U.S. supply growth for 2027 & 2028 per LARC (2) Average U.S. supply growth over 1988-2026 per CoStar (3) Inventory Rooms and Rooms Under Construction reflects the STR chain scale of the hotel BHR owns in each market (e.g., Luxury in Chicago; Upper Upscale in Philadelphia) (4) The 20 rooms under construction in the USVI represent The Botany, a new boutique, independent hotel on the opposite side of the island (5) The 81 rooms under construction in Philadelphia’s CBD represent Kasa The Jaan at City Center, a new short-stay apartment-style hotel (6) The 78 rooms under construction in Beverly Hills represent the Aman Beverly Hills As supply remains constrained for the foreseeable future, ADR growth is expected to continue, boosting property-level valuations and expanding shareholder value
Investor Presentation | October 2026 16 Internal Growth Drive Cash Flow & Asset Value Multiple Paths to Sustainable Growth High-ROI Capital Allocation • Reinvest in high-return capital projects to directly enhance NOI and asset value • Potential projects include: RC St. Thomas Spa upgrades, RCR Dorado Beach restaurant re-concepting, Cameo pool bar and event lawn additions, and the development of new ski chalets at RC Lake Tahoe Asset & Property Management • Active asset management to maximize property-level performance • Hotel manager optimization to reduce costs and expand margins • Property ramps at Cameo (post- conversion), RC Lake Tahoe (post weak snow season), and Capital Hilton (upcoming strong election-related demand) • Our luxury-focused portfolio and asset concentration in supply-constrained markets allow for durable pricing power Attractive Acquisition Landscape • Attractive return potential: ~10– 12% target unlevered IRRs exceed our WACC1, providing a compelling spread to our cost of capital • At an average cost to build of ~$1.96M per key2 for luxury developments, assets are trading below replacement cost Luxury Focus • Targeting luxury assets in high- barrier-to-entry markets External Growth Strategic Deployment via Financial Flexibility (1) Per Bloomberg (2) Per HVS 2026 U.S. Development Cost Survey
High-Quality Portfolio The Highest RevPAR Lodging REIT The Notary Hotel, Philadelphia, Autograph Collection
Investor Presentation | October 2026 18 Ritz-Carlton Reserve Dorado Beach Property Overview: • 50-acre former Rockefeller estate on Puerto Rico's northern coast • Ritz-Carlton Reserve — the brand's most exclusive tier, one of only nine worldwide • Every room faces the ocean — a grandfathered beachfront footprint not permitted on new builds today • 96 villa-style rooms with plunge pools, private terraces and ocean views; 14 Ritz-Carlton luxury residences participating in the hotel rental program Investment Highlights: • Guest access to amenities such as two Robert Trent Jones– designed TPC golf courses (18 holes each) and 2.5 miles of ocean frontage • Forbes Five-Star Hotel1; Forbes Four-Star Spa Botánico1, a five- acre wellness sanctuary; AAA Five Diamond Hotel2 • Deep heritage: Rockefeller's original 1955 eco-resort; Amelia Earhart's last stay before her final flight Metric June 2026 YTD YoY Growth Rooms RevPAR $2,109 15.8% Total RevPAR $3,141 18.5% EBITDA $20.5M 35.6% EBITDA Margin 34.0% +428 bps RevPAR Rank 1 of 7 over the past 12 months, with an index of 151.3 Year-to-Date (YTD) Performance: (1) Forbes Travel Guide, 2026 Star Awards (2) AAA Diamond Awards, 2026
Investor Presentation | October 2026 19 The Ritz-Carlton, St. Thomas Property Overview: • 30-acre oceanfront resort on Great Bay, with views of St. John and the British Virgin Islands • Destination resort experience with private luxury catamaran, direct island-hopping, watersports, beachfront cabanas, and a seaside spa • 180 keys: 155 guestrooms and 25 suites, all with private balconies and ocean or resort views Year-to-Date (YTD) Performance: Investment Highlights: • Significant capital investment since 2018 not only restored the resort following the hurricanes, but comprehensively transformed the guest experience, including a fully redesigned lobby, retail, and F&B offerings, a new family pool, and the addition of a luxury cabana program • As a AAA Four Diamond Hotel1, it is the only luxury hotel in the U.S. Virgin Islands — a best-in-market luxury product with limited Marriott luxury saturation across the Caribbean, feeding off Marriott's world-leading Bonvoy loyalty demand (1) AAA Diamond Awards, 2026 Metric June 2026 YTD YoY Growth Rooms RevPAR $950 16.8% Total RevPAR $1,494 16.3% EBITDA $16.0M 19.1% EBITDA Margin 32.9% +78 bps RevPAR Index of 148.2, outpacing the comp set over the last 12 months
Investor Presentation | October 2026 20 Capital Hilton Property Overview: • Prime downtown D.C. location, just two blocks from the White House and within walking distance of the National Mall • Strong demand base with proximity to federal government offices, national associations, and leading law firms • Full-service amenities: 31K SF of meeting space, three F&B outlets, fitness center, and business center • 559 keys: oversized guestrooms fully renovated in 2024, which included adding 9 keys to the hotel Investment Highlights: • Extensive guestroom renovation in 2024 with art deco-inspired interiors • Irreplaceable, supply-constrained D.C. real estate: prohibitive land, materials and labor costs make the White-House-adjacent site virtually impossible to replicate, and no competitive hotels are under construction • Difficult YoY comparison: declines reflect a strong 2025, when the January presidential inauguration drove peak D.C. demand Year-to-Date (YTD) Performance: Metric June 2026 YTD YoY Growth Rooms RevPAR $223 (4.7%) Total RevPAR $347 (1.8%) EBITDA $10.3M (8.8%) EBITDA Margin 29.3% -223 bps RevPAR Index of 110.0, outpacing the comp set over the last 12 months
Investor Presentation | October 2026 21 The Notary Hotel, Autograph Collection Property Overview: • Historic landmark listed on the National Register of Historic Places, located directly across from City Hall and one block from the Pennsylvania Convention Center • 499 keys: distinctive upper upscale hotel with marble floors, curated artwork, and historic architectural details Investment Highlights: • Comprehensive renovation and Autograph Collection conversion in 2019, blending the building’s historic civic architecture with contemporary luxury and restored original details. Scope included a full re-concept of the F&B program with a new lobby bar, upscale Spanish restaurant, and dedicated grab-and-go coffee bar • Full-service amenities including 14K SF of meeting and event space with two ballrooms, two F&B venues, fitness center, and valet — well suited to leisure, corporate, and convention-group demand Year-to-Date (YTD) Performance: Metric June 2026 YTD YoY Growth Rooms RevPAR $171 9.7% Total RevPAR $229 10.7% EBITDA $6.8M 16.5% EBITDA Margin 33.0% +162 bps Maintaining 30%+ EBITDA margins on both a TTM and YTD basis
Investor Presentation | October 2026 22 Sofitel Chicago Magnificent Mile Property Overview: • Iconic 32-story glass prism designed by renowned French architect Jean-Paul Viguier, with panoramic views of the skyline • Prime Gold Coast location just off Magnificent Mile, surrounded by Chicago’s premier shopping, dining, and leisure attractions • 415 keys: 352 rooms and 63 suites; spacious rooms overlooking downtown Chicago and Lake Michigan Investment Highlights: • Meeting and public space renovation planned for early 2027, including strategic repurposing of existing F&B space to enhance the guest experience and unlock incremental revenue • Extensive two-year guestroom renovation completed in 2018 • AAA Four Diamond Hotel1 with luxury amenities including three French-inspired F&B outlets, 13K SF of event space, and two business centers • Property Management: in conjunction with the transition to self- management, a new operating team will be put in place (1) AAA Diamond Awards, 2026 Year-to-Date (YTD) Performance: Metric June 2026 YTD YoY Growth Rooms RevPAR $168 8.5% Total RevPAR $223 5.0% EBITDA $5.2M 107.6% EBITDA Margin 31.1% +1,536 bps 2027 Group Revenue Pace is up 14.7% vs. prior year
Investor Presentation | October 2026 23 The Ritz-Carlton, Lake Tahoe Property Overview: • Only luxury resort in Lake Tahoe, set mid-mountain with ski- in/ski-out access to the Northstar California Resort mountain and recognized as a Forbes Four-Star Hotel1 • Lake Tahoe access through a private Lake Club on the lake's shoreline • Amenity-rich resort with a 17K SF Forbes Four-Star Spa1, two outdoor pools, 29K SF of indoor & outdoor meeting / event space • 170 keys: 153 rooms and 17 suites with fireplaces, floor-to-ceiling windows, and private balconies overlooking the mountains; 14 Ritz-branded residences participating in the hotel rental program Investment Highlights: • Since 2019, both the guestrooms and public spaces have undergone significant renovations, including the addition of a new premium event space, new poolside cabanas, an iconic living room bar, and a new luxury retail showroom • Irreplaceable, supply-constrained trophy: Lake Tahoe lodging supply has declined ~0.2% since 1988, with no true luxury resort supply delivered since 2018 within a 100-mile radius (1) Forbes Travel Guide, 2026 Star Awards Year-to-Date (YTD) Performance: Metric June 2026 YTD YoY Growth Rooms RevPAR $489 (2.5%) Total RevPAR $835 (8.0%) EBITDA $4.7M (17.6%) EBITDA Margin 16.9% -195 bps 2027 Group Revenue Pace is up 46.3% vs. prior year Unusually low snowfall and poor ski season drove Q1 2026 results
Investor Presentation | October 2026 24 Cameo Beverly Hills, LXR Hotels & Resorts Property Overview: • Trophy Beverly Hills location just off Rodeo Drive in one of the most supply-constrained luxury markets in the U.S. within easy reach of business demand from Century City & Culver City • Unrivaled top floor meeting space offering panoramic 360- degree view of Beverly Hills, Hollywood, and the Pacific Ocean • Admitted into the AMEX Fine Hotels + Resorts program beginning April 2026, further expanding luxury distribution and guest acquisition Investment Highlights: • Transformative luxury conversion of former Mr. C Beverly Hills into Cameo Beverly Hills, LXR Hotels & Resorts, completed Jan 2026 • Fully renovated all guestrooms, pool deck, meeting spaces, and fitness center, and reimagined the F&B program anchored by a new signature restaurant and lobby bar • Property Management: in conjunction with the transition to self- management, a new operating team will be put in place Year-to-Date (YTD) Performance: Metric June 2026 YTD YoY Growth Rooms RevPAR $218 17.8% Total RevPAR $271 9.1% EBITDA ($0.8M) (13.3%) EBITDA Margin (11.5%) -54 bps Property Ramp In-Progress: Q2 2026 RevPAR +38% vs. Q2 2025; 2027 Group Revenue Pace is up over 500% vs. prior year
Balance Sheet & Liquidity A Fortified, More Flexible Balance Sheet Sofitel Chicago Magnificent Mile
Investor Presentation | October 2026 26 Potential Financing Opportunities Refinancing initiatives targeted over the next 3-6 months Asset Action Estimated SOFR Spread Reduction1 Estimated 2027 Interest Savings2 Estimated Final Maturities (Current → New)1 Single-Asset Refinancing Ritz-Carlton, Lake Tahoe Spread Reduction & Cash- Out Refinancing 50-70 bps $0.2M - $0.3M 2027 2031 CMBS Loan Pool Refinancing New 4-Pack: Ritz-Carlton, St. Thomas Ritz-Carlton Reserve DB The Notary Sofitel Chicago Spread Reduction & Cash- Out Refinancing Combine St. Thomas + current 3-pack into a single 4-pack CMBS loan St. Thomas 310-330 bps3 $4.6M – $5.2M 2029 2032 20303-Pack 100-120 bps Total Incremental Savings $4.8M – $5.5M Spread reduction and final maturity figures are management estimates for financings targeted over the next 3–6 months, based on current lender terms and are subject to market conditions 1 Reduce SOFR Spread Reduction in spread creates an estimated $4.8-$5.5M interest expense savings 2 Lengthen Maturities Refinancing is expected to push the first maturity for these five hotels from 2027 to 2031 3 Increased Financial Flexibility Allows for increased financial flexibility through enhanced liquidity and greater capacity to fund future capital needs (1) Estimated SOFR spread reduction & final maturities based on current lender terms; assumes all extension options are fully used (2) Estimated 2027 interest savings based on current loan balances and 1-month Term SOFR Forward Curves per Chatham Financial (3) St. Thomas’ large bps reduction reflects current spread creep as it is the last remaining asset in a CMBS loan pool after four of the five original assets were sold Estimated Wtd. Avg. Interest Rate Reduction 154 bps Benefits of Refinancing
Investor Presentation | October 2026 27 $43 $60 $111 $80 $210 $400 $0 $100 $200 $300 $400 $500 2026 2027 2028 2029 2030 2031 2032 Pro Forma Debt Maturity Schedule ($ in millions)1 Ritz-Carlton, Lake Tahoe Capital Hilton Ritz-Carlton, St. Thomas ($80) JPM 3-Pack ($210) CMBS 4-Pack Planned Refinancings to Fortify the Balance Sheet No Maturities Expected Until 2028 Once completed, the potential refinancing transactions are expected to push the earliest maturity to 2028, reduce our weighted average interest rate on the refinanced loans by 150+ bps, and provide meaningful liquidity (1) Estimated interest rate reduction, maturities, and proceeds are based on indicative lender terms received for the contemplated refinancing transactions; assumes all extension options are fully used
Investor Presentation | October 2026 28 50.0% 35.6% 19.8% 37.8% 30.2% 26.6% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Mar-26 Sept-2026 Pro Forma Net Debt Pref Equity Common Equity Improved Capital Structure OLD BRAEMAR1 NEW BRAEMAR Capital Stack (% of Gross Assets) Meaningful reduction in balance sheet leverage: On a pro forma basis as of 9/30/2026, net debt to gross assets is expected to decline 14 percentage points, from 50% to 36%, providing greater balance sheet capacity and financial flexibility Improved quality of capital structure: The shift from debt to preferred equity provides a more flexible capital structure, as preferred equity has no contractual maturity, no required principal repayment, and greater flexibility to manage capital returns over time Greater capacity for future growth: Lower leverage and reduced debt obligations provide greater capacity to deploy capital toward future investments, strategic opportunities, and portfolio initiatives without increasing balance sheet leverage 1 2 3 (1) As of March 31, 2026 (2) Common equity is calculated as total gross assets less net debt and preferred equity Key Benefits $391M $415M $293M2
Looking Ahead The Future of BHR Cameo Beverly Hills, LXR Hotels & Resorts
Investor Presentation | October 2026 30 $51 $25 $3 $9 $88 $0 $20 $40 $60 $80 $100 Pro Forma June 2026 TTM Adj. EBITDAre¹ G&A Savings Cameo Ramp-Up Other Property Growth 2027F Adj. EBITDAre A Platform Repositioned for Growth The 2027 Adj. EBITDAre bridge includes the loss of EBITDA from the asset sales that funded BHR’s transition to self-management plus the forecasted G&A savings and estimated property performance for next year While the transition results in a near-term reduction in Adj. EBITDAre, the permanent cost savings create a more profitable, scalable, and investable platform with greater long-term earnings and value creation potential $ in millions (1) Based on $149.5M actual Adj. EBITDAre less $98.6M Hotel EBITDA lost from asset sales
Investor Presentation | October 2026 31 Next Twelve Months Pace1 REVENUE $43.4M ▲ 25.0% YoY Forward bookings are strongly rate-led: revenue pace is up 25% year-over-year on a 27% ADR gain, while on-the-books occupancy runs modestly behind the prior year The Ritz-Carlton, St. Thomas The Ritz-Carlton, Lake Tahoe Cameo Beverly Hills, LXR Hotels & Resorts (1) As of September 2026; data reflects transient bookings and individually booked group rooms; excludes unbooked rooms within reserved group blocks OCCUPANCY ▼ 0.5% YoY ADR ▲ 27.0% YoY RevPAR ▲ 26.4% YoY
Investor Presentation | October 2026 32 With strategic initiatives nearing completion and a new independent Board soon to be in place, Braemar will be well positioned to capitalize on favorable lodging fundamentals and expects to drive long-term shareholder value The Company is providing one-time financial guidance so that shareholders can more fully understand the future of Braemar on a pro forma basis as it undergoes its transition 2027 Earnings Guidance Full Year 2027 Guidance (1) Net income under GAAP reflects non-cash real estate depreciation and amortization of approximately $54M and interest expense of approximately $39M. Net loss per diluted share also reflects approximately $26M of preferred dividends (2) Projected net debt of ~$405M includes gross debt of $570M, unrestricted cash of $111M, restricted cash of $46M, and a $9M loan receivable following estimated excess refinancing proceeds, differences due to rounding (3) Assumes $8M of redemptions in Q4 2026 (4) Adjusted from 73.3M shares outstanding for 1M shares of stock-based compensation not included in EBITDA calculation Metric Low High Mid RevPAR Growth +4.5% +6.5% +5.5% Comparable RevPAR $354 $361 $358 Comparable Total RevPAR $535 $542 $539 Total Revenues ($MM) $407 $412 $409 Operating Profit Margin Under GAAP 7.1% 8.2% 7.7% Comparable Hotel EBITDA Margin 24.5% 25.4% 24.9% Net Income Under GAAP ($MM)1 ($11) ($6) ($9) Adjusted EBITDAre ($MM) $85 $90 $88 Diluted Earnings Per Common Share Under GAAP1 ($0.50) ($0.43) ($0.47) NAREIT FFO Per Diluted Share $0.23 $0.30 $0.26 Adjusted FFO Per Diluted Share $0.25 $0.31 $0.28 Capital Expenditures (% of Total Revenue) 7.0% 9.0% 8.0% Assumes a projected ~$405M net debt balance2 and a projected ~$407M preferred equity outstanding3 as of Dec 31, 2026, along with $15M annual corporate G&A, 74.3M shares outstanding4 as of June 30, 2026 ~$54M of the difference between Adj. EBITDAre and net income is non- cash depreciation
A New Chapter for Braemar | 2026 The Ritz-Carlton Reserve Dorado Beach
Appendix
Investor Presentation | October 2026 35 Indebtedness
Investor Presentation | October 2026 36 Indebtedness
Investor Presentation | October 2026 37 Reconciliation of Net Income (Loss) to Comparable Hotel EBITDA by Hotel
Investor Presentation | October 2026 38 Reconciliation of Net Income (Loss) to Comparable Hotel EBITDA by Hotel
Investor Presentation | October 2026 39 Reconciliation of Net Income (Loss) to Comparable Hotel EBITDA by Hotel
Investor Presentation | October 2026 40 Reconciliation of Net Income (Loss) to Comparable Hotel EBITDA by Hotel
Investor Presentation | October 2026 41 Reconciliation of Net Income (Loss) to EBITDAre and Adjusted EBITDAre