Braemar extends advisory fee talks to 2026

Braemar Hotels & Resorts Inc. entered into Amendment No. 3 to its Fifth Amended and Restated Advisory Agreement with Ashford Inc. and affiliated entities on May 21, 2026.

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. entered into Amendment No. 3 to its Fifth Amended and Restated Advisory Agreement with Ashford Inc. and affiliated entities on May 21, 2026. The amendment was proposed to, and approved by, the company’s independent directors.

The change solely extends the period during which Braemar and its external advisor will negotiate a revised Base Fee or Incentive Fee under the advisory agreement, now running through and including December 31, 2026. All other terms of the advisory agreement remain governed by the existing documents referenced in the exhibits.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Amendment date: May 21, 2026 Negotiation period end: December 31, 2026

2 metrics

Amendment date May 21, 2026 Date Amendment No. 3 to advisory agreement was executed

Negotiation period end December 31, 2026 New deadline to negotiate revised Base Fee or Incentive Fee

Key Terms

Material Definitive Agreement, Advisory Agreement, Base Fee, Incentive Fee

4 terms

Material Definitive Agreement regulatory

"ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Advisory Agreement financial

"to amend the Fifth Amended and Restated Advisory Agreement"

An advisory agreement is a written contract that spells out the responsibilities, fees and length of time a company hires an outside advisor — such as a financial, strategic or legal consultant — to provide ongoing guidance. For investors, it matters because the agreement sets costs, performance expectations, and any limits or conflicts that can affect a company’s strategy and financial results, similar to seeing the terms of a hired expert before judging their influence.

Base Fee financial

"negotiate a revised Base Fee or Incentive Fee"

Incentive Fee financial

"negotiate a revised Base Fee or Incentive Fee"

An incentive fee is a performance-based charge a fund manager or advisor collects only when the investment returns beat a predetermined target or benchmark—much like a salesperson’s bonus for exceeding sales goals. It matters to investors because it changes the amount they ultimately keep and influences manager behavior: well-designed incentives can align manager and investor interests, but large or poorly structured incentives can encourage riskier choices unless safeguards (minimum gains, loss protection) are included.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Braemar Hotels & Resorts (BHR) change in its advisory agreement?

Braemar Hotels & Resorts amended its advisory agreement to extend the period for negotiating a revised Base Fee or Incentive Fee. The extension gives the company and its advisor more time to agree on updated compensation terms without altering other disclosed provisions.

Who are the parties to Braemar Hotels & Resorts’ amended advisory agreement?

The amended advisory agreement involves Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC. These entities collectively define the relationship and compensation structure between Braemar and its external advisor under the existing advisory framework.

Until when can Braemar and its advisor negotiate revised base or incentive fees?

The amendment extends the negotiation period for a revised Base Fee or Incentive Fee through and including December 31, 2026. This new deadline replaces the prior timetable and establishes how long the parties may continue discussing updated advisory compensation terms under the agreement.

Did Braemar’s amendment change anything beyond the fee negotiation period?

The amendment is described as solely extending the period to negotiate a revised Base Fee or Incentive Fee. Other aspects of the Fifth Amended and Restated Advisory Agreement remain governed by the existing agreement and prior amendments referenced in the exhibit list.

Where can investors find the full text of Braemar’s Amendment No. 3?

The full text of Amendment No. 3 is filed as Exhibit 10.2 to the current report. The company notes that its brief description is qualified in its entirety by this exhibit, which is incorporated by reference for complete contractual details.

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Accepted by SEC EDGAR 05/22/2026 - 04:24 PM Learn about SEC filing dates

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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): May 21, 2026

BRAEMAR HOTELS & RESORTS INC.

(Exact name of registrant as specified in its charter)

Maryland

001-35972

46-2488594

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS employer identification number)

14185 Dallas Parkway

Suite 1200

Dallas

Texas

75254

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Common Stock

BHR

New York Stock Exchange

Preferred Stock, Series B

BHR-PB

New York Stock Exchange

Preferred Stock, Series D

BHR-PD

New York Stock Exchange

ITEM 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Ashford Inc. (“AINC”) proposed to the independent directors of the board of directors of Braemar Hotels & Resorts Inc. (the “Company”) to amend the Fifth Amended and Restated Advisory Agreement (as amended, the “Amended and Restated Advisory Agreement”). The independent directors of the board of directors of the Company agreed to the proposed amendment, and on May 21, 2026, the parties entered into Amendment No. 3 (the “Amendment”) to the Amended and Restated Advisory Agreement by and among the Company, Braemar Hospitality Limited Partnership, Braemar TRS Corporation, AINC and Ashford Hospitality Advisors LLC (together with AINC, the “Advisor”). The Amendment amends the Amended and Restated Advisory Agreement solely to extend the period during which the Company and the Advisor shall negotiate a revised Base Fee or Incentive Fee (each defined in the Amended and Restated Advisory Agreement) through and including December 31, 2026.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit

Number     Exhibit 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*    Amendment No. 3 to the Fifth Amended and Restated Advisory Agreement, dated as of May 21, 2026, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC

101    Inline Interactive Data Files

104    Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed herewith.

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: May 21, 2026			By:			/s/ Jim Plohg
						Jim Plohg
						Executive Vice President, General Counsel & Secretary

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.2 EX-10.2 22.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.8 KB