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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): March 31, 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.
As previously disclosed, Braemar Hotels & Resorts Inc. (the “Company”), Braemar Hospitality Limited Partnership and Braemar TRS Corporation are parties to that certain Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018 (as amended, the “Advisory Agreement”), with Ashford Inc. and Ashford Hospitality Advisors LLC (together, the “Advisor”). On March 31, 2026, the Advisor delivered written notice to the Company of the Advisor’s election to extend the term of the Advisory Agreement (the “Extension Notice”). Pursuant to Section 12.2 of the Advisory Agreement, the Advisor exercised its right to extend the Agreement for an additional ten-year term, commencing on January 24, 2027 and expiring on January 24, 2037. All terms, conditions, rights and obligations under the Advisory Agreement will remain in full force and effect during the extended term, subject to Section 6.6 of the Advisory Agreement that provides the parties to the Advisory Agreement the right to renegotiate the amount of the Base Fee or Incentive Fee (as such terms are defined in the Advisory Agreement) payable by the Company.
The foregoing description of the Extension Notice does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Extension Notice, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
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* Notice of Exercise of Extension of Term under Fifth Amended and Restated Advisory Agreement, as amended, dated as of March 31, 2026
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: April 3, 2026 | By: | /s/ Jim Plohg |
| | Jim Plohg |
| | Executive Vice President, General Counsel & Secretary |
ASHFORD INC.
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
March 31, 2026
Braemar Hotels & Resorts Inc. VIA HAND DELIVERY AND EMAIL
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254
Attention: Chief Executive Officer
Email: rstockton@ashfordinc.com
Re: Notice of Exercise of Extension of Term under Fifth Amended and Restated Advisory Agreement, as amended
Mr. Stockton:
Ashford Inc., a Maryland corporation, and Ashford Hospitality Advisors LLC, a Delaware limited liability company (together, the “Advisor”), hereby provide written notice to Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, and Braemar TRS Corporation (collectively, “Braemar” or the “Company”) of the Advisor’s election to extend the term of that certain Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018, as amended (the “Advisory Agreement”).
This notice is delivered pursuant to Section 12.2 of the Advisory Agreement, which grants the Advisor the right to extend the Agreement for up to seven successive additional ten-year terms upon written notice to the Company given at least 210 days prior to the expiration of the then current term, on the same terms and conditions, subject to the rights of the parties under Section 6.6. The initial term of the Advisory Agreement expires on January 24, 2027. Accordingly, the Advisor hereby exercises its right to extend the Advisory Agreement for the next successive ten-year term, which will commence immediately upon the expiration of the current term and continue through January 24, 2037, on the same terms and conditions set forth in the Advisory Agreement, subject to Section 6.6.
For the avoidance of doubt, this notice is timely and effective under Section 12.2, and all terms, conditions, rights, and obligations under the Advisory Agreement will remain in full force and effect during the extended term, subject to the Parties’ rights under Section 6.6 of the Advisory Agreement. This notice is delivered in accordance with the notice provisions set forth in Section 13 of the Advisory Agreement.
For the further avoidance of doubt, nothing in this notice shall abrogate, modify, limit, waive, or otherwise affect in any way the rights, obligations, or agreements of the parties under (i) that certain Letter Agreement, dated as of August 26, 2025, by and among the Company and Advisor (the “Letter Agreement”), or (ii) that certain Amendment to Letter Agreement, dated as of December 22, 2025, by and among the Company and Advisor (the “Amendment”), each of which shall remain in full force and effect in accordance with their respective terms, notwithstanding the exercise of the extension right set forth herein.
Please direct any questions regarding this notice to the undersigned.
Sincerely,
Ashford Hospitality Advisors LLC
By: /s/ Jim Plohg
Name: Jim Plohg
Title: Executive Vice President
Ashford Inc.
By: /s/ Jim Plohg
Name: Jim Plohg
Title: Executive Vice President
cc: Braemar Hotels & Resorts Inc.
14185 Dallas Parkway, Suite 1200
Dallas, TX 75254
Attention: General Counsel
