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  4. [8-K] Braemar Hotels & Resorts Inc. Reports Material Event

Braemar Hotels (NYSE: BHR) nets $432.7M from resort sale

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. completed the sale of The Ritz-Carlton Sarasota, Hotel Yountville and the Bardessono Hotel and Spa for approximately $432.7 million in cash, net of transfer taxes and selling expenses, and used about $232.8 million to repay a mortgage loan partially secured by these properties. A June 4, 2026 purchase and sale agreement specified a $437.5 million cash price before customary prorations and adjustments.

The company also reports that its subsidiaries entered into a separate agreement on July 13, 2026 to sell the Pier House Resort & Spa in Key West, Florida for $190.0 million in cash, following completion of a study period. That transaction remains subject to several closing conditions, and there is no assurance it will be completed.

Unaudited pro forma financial information for the year ended December 31, 2025 and the quarter ended March 31, 2026 illustrates the impact of removing the disposed hotels’ assets, liabilities and operating results and includes a non-recurring gain on the disposition. Management describes these pro forma figures, including the gain and tax effects, as preliminary and for informational purposes only.

Positive

  • Completed three-hotel sale for $432.7 million net cash, enabling repayment of approximately $232.8 million of mortgage debt that had been partially secured by the sold properties.

Negative

  • None.

Filing Explained

The completed sale is modeled to increase cash and reduce debt while permanently removing three hotels and their operating results from Braemar’s base.

The filing’s new financial detail treats the three-hotel disposition as completed on July 14, 2026, but models its balance sheet as if it closed on March 31, 2026; the resulting cash, debt and asset figures are illustrative rather than current post-sale balances.

On that pro forma basis, cash and equivalents are shown at $281,598 thousand versus historical $93,385 thousand, while indebtedness is $873,871 thousand versus $1,106,029 thousand; the modeled structural effect is therefore more cash and less debt, alongside the removal of the three properties.

The same pro forma balance sheet reduces total assets from $1,849,497 thousand to $1,711,420 thousand, showing that the transaction changes both liquidity and the asset base.

For 2025, the pro forma removes the hotels’ operating results and shows net income attributable to common stockholders of $96,684 thousand versus a historical loss of $72,703 thousand, including a preliminary non-recurring disposition gain of $158,183 thousand. That comparison is a transaction-adjusted illustration rather than recurring operating performance, and the exhibit states that actual results may differ.

Sources and calculations
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 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Pier House sale price $190.0 million Cash purchase price for Pier House Resort & Spa under the July 13, 2026 agreement
Three-hotel gross sale price $437.5 million Cash price in the June 4, 2026 agreement for three hotels before prorations and adjustments
Net cash from three-hotel sale $432.7 million Cash received net of transfer taxes and selling expenses for the three disposed hotels
Mortgage repayment $232.8 million Mortgage loan partially secured by the three sold hotel properties repaid from proceeds
Pro forma cash and cash equivalents 281,598 (in thousands) Consolidated pro forma balance sheet as of March 31, 2026 after the disposition
Pro forma indebtedness, net 873,871 (in thousands) Consolidated pro forma balance sheet as of March 31, 2026 after debt repayment
Pro forma total stockholders’ equity 301,957 (in thousands) Total stockholders’ equity of the Company on the pro forma March 31, 2026 balance sheet
unaudited pro forma financial information financial
"The following unaudited pro forma financial information of the Company, as of and for the three months"
non-recurring gain financial
"results of operations, which contains a non-recurring gain associated with the disposition of the hotel"
disposition of assets financial
"COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On July 14, 2026, Ashford Yountville LP"
redeemable noncontrolling interests in operating partnership financial
"Net (income) loss attributable to redeemable noncontrolling interests in operating partnership"
accumulated other comprehensive income (loss) financial
"Accumulated other comprehensive income (loss) | — | | | — |"
A balance-sheet line that tracks certain gains and losses that haven’t flowed through the company’s profit-and-loss statement, such as unrealized changes in the value of investments, foreign-currency adjustments, and some pension-related items. Think of it like a storage closet for value swings the company hasn’t ‘realized’ by selling or settling them yet; it changes shareholders’ equity and helps investors see hidden volatility or potential future impacts on book value.

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FAQ

What hotel properties did Braemar Hotels (BHR) sell in July 2026 and for how much?
Braemar sold The Ritz-Carlton Sarasota, Hotel Yountville and the Bardessono Hotel and Spa. The purchase agreement specified $437.5 million in cash, with approximately $432.7 million ultimately received net of transfer taxes and selling expenses.

How much debt did Braemar Hotels (BHR) repay from the three-hotel sale proceeds?
Braemar used approximately $232.8 million of the cash proceeds to repay a mortgage loan that was partially secured by the three sold hotel properties, reducing outstanding indebtedness tied to those assets.

What are the key terms of Braemar Hotels' (BHR) Pier House Resort & Spa sale agreement?
Indirect subsidiaries agreed to sell Pier House Resort & Spa in Key West, Florida for a $190.0 million cash purchase price, subject to customary prorations, adjustments and multiple closing conditions, with no assurance the transaction will be completed.

What does the unaudited pro forma financial information show for Braemar Hotels (BHR)?
The unaudited pro forma figures remove the sold hotels’ assets, liabilities and operating results and include a non-recurring gain on the disposition. They cover the year ended 2025 and the quarter ended March 31, 2026 and are labeled preliminary.

How did the asset sale affect Braemar Hotels' (BHR) pro forma balance sheet?
On the pro forma March 31, 2026 balance sheet, cash and cash equivalents are 281,598 (in thousands), and indebtedness, net is 873,871 (in thousands), reflecting receipt of sale proceeds and repayment of the mortgage loan tied to the three hotels.

What non-recurring items are associated with Braemar Hotels' (BHR) hotel dispositions?
The company identifies a non-recurring gain related to the hotel dispositions and associated tax effects, both treated as preliminary in the pro forma statements. It states there are no other non-recurring items tied to the transaction.
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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): July 13, 2026

BRAEMAR HOTELS & RESORTS INC.
(Exact name of registrant as specified in its charter)


Maryland001-3597246-2488594
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway
Suite 1200
Dallas
Texas75254
(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 14-a-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 classTrading Symbol(s)Name of each exchange on which registered
Common StockBHRNew York Stock Exchange
Preferred Stock, Series BBHR-PBNew York Stock Exchange
Preferred Stock, Series DBHR-PDNew York Stock Exchange


ITEM 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 13, 2026, Ashford Pier House LP and Ashford TRS Pier House LLC, indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), entered into an Agreement of Purchase and Sale (the “Agreement”) with Last Mango Owner LLC following the conclusion of the Study Period (as defined in the Agreement), for the sale of the Pier House Resort & Spa located in Key West, Florida for a total purchase price of $190.0 million in cash, subject to customary prorations and adjustments.

The Agreement contains terms, conditions, covenants, representations and warranties, and indemnities from each of the respective parties that are customary and typical for a transaction of this nature. Several conditions to closing on the sale remain to be satisfied, and there can be no assurance that the sale transaction will be completed on the general terms described above or at all.

ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On July 14, 2026, Ashford Yountville LP, Ashford Yountville II LP, Ashford Sarasota LP, Ashford TRS Sarasota Residence LLC, Ashford TRS Yountville LLC, Ashford TRS Yountville II LLC and Ashford TRS Sarasota LLC (together “Seller”), indirect subsidiaries of the Company, completed the sale of: (i) The Ritz-Carlton Sarasota located in Sarasota, Florida, (ii) the Hotel Yountville located in Yountville, California, and (iii) the Bardessono Hotel and Spa located in Yountville, California pursuant to an Agreement of Purchase and Sale, dated as of June 4, 2026, by and among Seller and BRDO Property, LLC, YNTV Property, LLC, 1776 Sarasota Associates, and 1776 Sarasota Golf Associates, as purchaser, for $437.5 million in cash, subject to customary prorations and adjustments

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(b)    The unaudited pro forma financial information for the Company as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

(d)    Exhibits

Exhibit Number         Description

99.1    Unaudited Pro Forma Financial Information of Braemar Hotels & Resorts Inc.
101    Inline Interactive Data Files.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: July 17, 2026By:/s/ Jim Plohg
Jim Plohg
Executive Vice President, General Counsel & Secretary

EXHIBIT 99.1
On July 14, 2026, Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) completed the sale of: (i) The Ritz-Carlton Sarasota located in Sarasota, Florida (“The Ritz-Carlton Sarasota”); (ii) Hotel Yountville located in Yountville, California; and (iii) the Bardessono Hotel and Spa (“Bardessono Hotel”) located in Yountville, California for approximately $432.7 million in cash, net of transfer taxes and selling expenses. Additionally, the Company repaid approximately $232.8 million on the mortgage loan partially secured by the three hotel properties.
The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the disposition occurred on the date indicated or what may result in the future. The unaudited pro forma consolidated balance sheet assumes the disposition closed on March 31, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the three months ended March 31, 2026, assumes the disposition closed on January 1, 2025. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of the hotel properties and their results of operations, which contains a non-recurring gain associated with the disposition of the hotel properties. The pro forma gain resulting from the disposition of the hotel properties is preliminary. Therefore, the actual results may differ from the amounts reflected in the pro forma financial statements. There are no other non-recurring items associated with the transaction.



BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2026
(in thousands, except share and per share amounts) 
Braemar
Consolidated
Historical (A)		The Ritz-Carlton Sarasota (B)Hotel Yountville (C)Bardessono Hotel (D)AdjustmentsBraemar
Consolidated
Pro Forma
ASSETS
Investment in hotel properties, gross$1,906,327 $198,238 $72,569 $47,454 $— $1,588,066 
Accumulated depreciation(361,588)(34,632)(2,161)(2,377)— (322,418)
Investment in hotel properties, net1,544,739 163,606 70,408 45,077 — 1,265,648 
Cash and cash equivalents93,385 5,797 189 738 432,735 (E) (i)281,598 
(4,933)(E) (i)
(232,865)(E) (ii)
Restricted cash55,357 1,326 43 117 — 53,871 
Accounts receivable, net of allowance37,045 3,052 75 184 — 33,734 
Inventories4,870 992 57 135 — 3,686 
Note receivable9,045 — — — — 9,045 
Prepaid expenses8,286 498 256 386 — 7,146 
Deposit paid to Ashford Inc.17,000 — — — — 17,000 
Deferred costs, net74 — — — — 74 
Derivative assets341 — — — — 341 
Operating lease right-of-use assets30,597 1,924 17 28,319 — 337 
Other assets17,685 2,470 41 19 — 15,155 
Intangible assets, net2,652 2,652 — — — — 
Due from related parties, net367 — (114)(135)— 616 
Due from third-party hotel managers28,054 4,885 — — — 23,169 
Total assets$1,849,497 $187,202 $70,972 $74,840 $194,937 $1,711,420 
LIABILITIES AND EQUITY
Liabilities:
Indebtedness, net$1,106,029 $129,576 $36,879 $38,873 $(26,830)(E) (ii)$873,871 
Accounts payable and accrued expenses139,573 14,747 3,160 5,507 — 116,159 
Redeemable preferred stock redemptions payable46,719 — — — — 46,719 
Dividends and distributions payable3,907 — — — — 3,907 
Due to Ashford Inc., net1,924 — — — — 1,924 
Due to third-party hotel managers3,392 — — — — 3,392 
Operating lease liabilities20,058 1,822 17 17,830 — 389 
Other liabilities24,963 17,782 — — — 7,181 
Total liabilities1,346,565 163,927 40,056 62,210 (26,830)1,053,542 
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 3,078,017 shares issued and outstanding at March 31, 202665,426 — — — — 65,426 
Series E redeemable preferred stock, $0.01 par value, 9,561,665 shares issued and outstanding at March 31, 2026239,042 — — — — 239,042 
Series M redeemable preferred stock, $0.01 par value, 1,337,328 shares issued and outstanding at March 31, 202633,450 — — — — 33,450 
Redeemable noncontrolling interests in operating partnership15,925 — — — — 15,925 
Equity:
Preferred stock, $0.01 value, 80,000,000 shares authorized:
8.25% Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at March 31, 202616 — — — — 16 
Common stock, $0.01 par value, 250,000,000 shares authorized, 68,679,318 shares issued and outstanding at March 31, 2026687 — — — — 687 
Additional paid-in capital707,874 23,275 30,916 12,630 274,552 (E) (i)705,344 
(4,933)(E) (i)
(205,328)(E) (ii)
Accumulated other comprehensive income (loss)— — — — — — 
Accumulated deficit(561,566)— — — 158,183 (E) (i)(404,090)
(707)(E) (ii)
Total stockholders’ equity of the Company147,011 23,275 30,916 12,630 221,767 301,957 
Noncontrolling interest in consolidated entities2,078 — — — — 2,078 
Total equity149,089 23,275 30,916 12,630 221,767 304,035 
Total liabilities and equity$1,849,497 $187,202 $70,972 $74,840 $194,937 $1,711,420 
See accompanying notes.
2


NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(A)Represents the historical consolidated balance sheet of Braemar as of March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 7, 2026.
(B)Represents the removal of the historical balance sheet of The Ritz-Carlton Sarasota as of March 31, 2026.
(C)Represents the removal of the historical balance sheet of Hotel Yountville as of March 31, 2026.
(D)Represents the removal of the historical balance sheet of the Bardessono Hotel as of March 31, 2026.
(E)Represents adjustments for Braemar’s disposition of: The Ritz-Carlton Sarasota, Hotel Yountville and the Bardessono Hotel as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $432.7 million, net of transfer taxes and selling expenses and $5.0 million cash paid for hotel net working capital; and (ii) the cash paid to repay the mortgage loan partially secured by the hotel properties.
3


BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2025
(in thousands, except share and per share amounts)

Braemar
Consolidated
Historical (A)		The Ritz-Carlton Sarasota (B)Hotel Yountville (C)Bardessono Hotel (D)AdjustmentsBraemar
Consolidated
Pro Forma
REVENUE
Rooms$428,990 $36,771 $10,125 $15,374 $— $366,720 
Food and beverage179,538 31,089 1,551 3,240 — 143,658 
Other95,487 26,066 1,859 2,489 — 65,073 
Total hotel revenue704,015 93,926 13,535 21,103 — 575,451 
EXPENSES
Hotel operating expenses:
Rooms104,367 8,426 2,259 3,108 — 90,574 
Food and beverage141,846 22,969 1,572 3,157 — 114,148 
Other expenses223,977 30,830 4,735 8,593 — 179,819 
Management fees21,995 2,272 405 633 — 18,685 
Total hotel operating expenses492,185 64,497 8,971 15,491 — 403,226 
Property taxes, insurance and other34,253 4,917 1,556 1,496 — 26,284 
Depreciation and amortization92,578 8,479 2,540 3,004 — 78,555 
Impairment charges54,492 — 15,564 8,672 30,256 
Advisory services fee29,186 — — — — 29,186 
Corporate general and administrative11,754 — — — — 11,754 
Total expenses714,448 77,893 28,631 28,663 — 579,261 
Gain (loss) on disposition of assets and hotel property82,797 — — — 158,183 (E) (i)240,980 
OPERATING INCOME (LOSS)72,364 16,033 (15,096)(7,560)158,183 237,170 
Equity in earnings (loss) of unconsolidated entity(56)— — — — (56)
Interest income6,246 147 — — — 6,099 
Other income (expense)(1,572)— — — — (1,572)
Interest expense and amortization of premiums and loan costs(98,539)(11,567)(3,134)(3,303)— (80,535)
Write-off of premiums, loan costs and exit fees(1,833)— — — — (1,833)
Gain (loss) on extinguishment of debt(2,686)— — — (707)(E) (ii)(3,393)
Unrealized gain (loss) on derivatives(355)— — — — (355)
INCOME (LOSS) BEFORE INCOME TAXES(26,431)4,613 (18,230)(10,863)157,476 155,525 
Income tax (expense) benefit(1,979)— — — 4 (E) (iii)(1,975)
NET INCOME (LOSS)(28,410)4,613 (18,230)(10,863)157,480 153,550 
(Income) loss attributable to noncontrolling interest in consolidated entities325 — — — — 325 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership5,767 — — — (12,573)(E) (iv)(6,806)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(22,318)4,613 (18,230)(10,863)144,907 147,069 
Preferred dividends(35,273)— — — — (35,273)
Deemed dividends on preferred stock(15,112)— — — — (15,112)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMMON STOCKHOLDERS$(72,703)$4,613 $(18,230)$(10,863)$144,907 $96,684 
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(1.07)$1.43 
Weighted average common shares outstanding—basic67,621 67,621 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(1.07)$0.66 
Weighted average common shares outstanding—diluted67,621 218,934 

See accompanying notes.
4


BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended March 31, 2026
(in thousands, except share and per share amounts)

Braemar
Consolidated
Historical (A)		The Ritz-Carlton Sarasota (B)Hotel Yountville (C)Bardessono Hotel (D)AdjustmentsBraemar
Consolidated
Pro Forma
REVENUE
Rooms$128,801 $14,058 $1,418 $2,745 $— $110,580 
Food and beverage52,342 10,947 237 755 — 40,403 
Other27,840 7,800 338 491 — 19,211 
Total hotel revenue208,983 32,805 1,993 3,991 — 170,194 
EXPENSES
Hotel operating expenses:
Rooms24,878 2,527 468 690 — 21,193 
Food and beverage38,910 6,944 329 717 — 30,920 
Other expenses59,878 9,302 1,094 1,880 — 47,602 
Management fees6,194 718 65 119 — 5,292 
Total hotel operating expenses129,860 19,491 1,956 3,406 — 105,007 
Property taxes, insurance and other4,652 1,291 379 367 — 2,615 
Depreciation and amortization22,579 2,142 764 787 — 18,886 
Advisory services fee7,404 — — — — 7,404 
Corporate general and administrative4,867 — — — — 4,867 
Total expenses169,362 22,924 3,099 4,560 — 138,779 
Gain (loss) on disposition of assets and hotel property3 — — — — 3 
OPERATING INCOME (LOSS)39,624 9,881 (1,106)(569)— 31,418 
Equity in earnings (loss) of unconsolidated entity(31)— — — — (31)
Interest income810 45 — — — 765 
Interest expense and amortization of premiums and loan costs(21,195)(2,693)(728)(767)— (17,007)
Write-off of premiums, loan costs and exit fees(5)— — — — (5)
Unrealized gain (loss) on derivatives248 — — — — 248 
INCOME (LOSS) BEFORE INCOME TAXES19,451 7,233 (1,834)(1,336)— 15,388 
Income tax (expense) benefit(1,417)— — — 131 (E) (iii)(1,286)
NET INCOME (LOSS)18,034 7,233 (1,834)(1,336)131 14,102 
(Income) loss attributable to noncontrolling interest in consolidated entities17 — — — — 17 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership(347)— — — 260 (E) (iv)(87)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY17,704 7,233 (1,834)(1,336)391 14,032 
Preferred dividends(8,040)— — — — (8,040)
Deemed dividends on preferred stock(4,763)— — — — (4,763)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMMON STOCKHOLDERS$4,901 $7,233 $(1,834)$(1,336)$391 $1,229 
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$0.07 $0.02 
Weighted average common shares outstanding—basic68,432 68,432 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$0.07 $0.02 
Weighted average common shares outstanding—diluted100,289 68,432 

See accompanying notes.
5


NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(A)Represents the historical consolidated statement of operations of Braemar for the year ended December 31, 2025, as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 12, 2026, and the historical consolidated statement of operations of Braemar for the three months ended March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 7, 2026.
(B)Represents the removal of the historical consolidated statements of operations of The Ritz-Carlton Sarasota for the year ended December 31, 2025, and the three months ended March 31, 2026.
(C)Represents the removal of the historical consolidated statements of operations of Hotel Yountville for the year ended December 31, 2025, and the three months ended March 31, 2026.
(D)Represents the removal of the historical consolidated statements of operations of the Bardessono Hotel for the year ended December 31, 2025, and the three months ended March 31, 2026.
(E)Represents adjustments for the Company’s disposition of: The Ritz-Carlton Sarasota, Hotel Yountville and the Bardessono Hotel, which includes: (i) the estimated non-recurring gain on the disposition of the hotel properties for the year ended December 31, 2025; (ii) an adjustment for the write-off of deferred loan costs and fees associated with loan paydown; (iii) an adjustment for the estimated tax effect of the hotel properties no longer being part of the consolidated group for the year ended December 31, 2025 and for the three months ended March 31, 2026; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of the hotel properties, including the estimated non-recurring gain for the year ended December 31, 2025, based on an ownership percentage of 6.91% for the year ended December 31, 2025, and 6.61% for the three months ended March 31, 2026. The pro forma gain and the related tax effects, resulting from the disposition of the hotel properties are preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
6

Source: View Original Filing on SEC EDGAR

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