Braemar sells resort for $372M, subject to adjustments
The sale produced approximately $370.1 million in net cash proceeds and included repayment of about $180.0 million on the hotel’s mortgage.
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), through indirect subsidiaries, completed the sale of the 210-room Four Seasons Resort Scottsdale in Scottsdale, Arizona, for $372.0 million in cash, subject to customary prorations and adjustments. Braemar received approximately $370.1 million net of selling expenses and repaid approximately $180.0 million on the hotel mortgage.
Including anticipated capital expenditures of $23 million, the sale price represents a 5.8% capitalization rate on net operating income and a 15.0x Hotel EBITDA multiple for the trailing 12 months ended September 2026. President and CEO Richard J. Stockton said the investment, acquired in 2022, generated an approximately 15% unlevered return, above the company’s 10% minimum target. Braemar expects sale proceeds and cash on hand to fund remaining fees owed to its external advisor under the separation agreement, and said it remains on track to complete its transition to a self-managed REIT in mid-November.
Unaudited pro forma statements remove the hotel’s assets, liabilities and operating results. The 2025 pro forma includes a preliminary, non-recurring disposition gain of $125.962 million; the balance sheet assumes the sale closed June 30, 2026, while the operating statements assume it closed January 1, 2025. Braemar cautioned that actual results may differ.
Positive
- Minor pointFour Seasons investment return: approximately 15%, above the 10% minimum target.
Negative
- None.
Filing Explained
For the completed sale, the pro forma balance sheet assumes a
8-K Event Classification
7 items: 1.01, 2.01, 5.02, 5.07, 7.01, 8.01, 9.01
7 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 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Sale price: $372.0 million
Net cash received: Approximately $370.1 million
Mortgage repayment: Approximately $180.0 million
+5 more
8 metrics
Sale price
$372.0 million
Cash sale price, subject to customary prorations and adjustments
Net cash received
Approximately $370.1 million
Net of selling expenses
Mortgage repayment
Approximately $180.0 million
Repayment on the mortgage loan secured by the hotel property
Capitalization rate
5.8%
On net operating income; sale-price calculation includes anticipated capital expenditures
Hotel EBITDA multiple
15.0x
Trailing 12 months ended September 2026
Unlevered return and minimum target
Approximately 15%; 10% minimum target
President and CEO Richard J. Stockton’s statement about the Four Seasons investment
Anticipated capital expenditures
$23 million
Included in the sale-price capitalization-rate calculation
Preliminary pro forma disposition gain
$125.962 million
Year ended December 31, 2025; non-recurring estimated gain
Key Terms
capitalization rate, Hotel EBITDA multiple, unlevered return, pro forma financial information, +1 more
5 terms
capitalization rate financial
"sale price represents a 5.8% capitalization rate"
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.
Hotel EBITDA multiple financial
"a 15.0x Hotel EBITDA multiple"
unlevered return financial
"generated an unlevered return of approximately 15%"
Unlevered return is the rate of profit an investment would generate if it were bought entirely with cash and no borrowed money, showing the asset’s pure operating performance before interest and financing costs. It matters to investors because it lets you compare the underlying strength and risk of different investments on an even footing—like judging two cars’ fuel efficiency without considering different loan payments—so you can see whether using debt would likely help or hurt overall returns.
pro forma financial information financial
"unaudited pro forma financial information"
Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.
non-recurring gain financial
"estimated non-recurring gain on the disposition"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did BHR sell the Four Seasons Resort Scottsdale for?
Braemar sold the 210-room resort for $372.0 million in cash, subject to customary prorations and adjustments. The company reported receiving approximately $370.1 million net of selling expenses.
What were BHR’s pro forma earnings after the Scottsdale sale?
For the year ended December 31, 2025, unaudited pro forma net income attributable to common stockholders was $39.494 million, compared with a historical net loss of $72.703 million. The pro forma operating statement assumes the sale closed on January 1, 2025 and includes a preliminary estimated non-recurring disposition gain of $125.962 million.
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 28, 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On October 28, 2026, BHR Scottsdale LP, BHR Scottsdale Storage LLC and BHR TRS Scottsdale LLC, indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Four Seasons Resort Scottsdale located in Scottsdale, Arizona (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of September 23, 2026, with Evergreen Acquisitions, LLC, a Delaware limited liability company, as purchaser, for $372.0 million in cash, subject to customary prorations and adjustments.
ITEM 7.01 REGULATION FD DISCLOSURE.
On November 3, 2026, the Company issued a press release announcing the closing of the sale of the Hotel. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(b) The unaudited pro forma financial information for the Company as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025, is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
(d) Exhibits
Exhibit Number Description
99.1** Press Release of the Company, dated November 3, 2026.
99.2* 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).
___________________________________
*Filed herewith.
**Furnished 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: November 3, 2026 | By: | /s/ Jim Plohg | ||||||
| Jim Plohg | ||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||
Exhibit 99.1
NEWS RELEASE
| Contact: | Justin Coe | Joseph Calabrese | ||||||
| Chief Accounting Officer | Financial Relations Board | |||||||
| (972) 490-9600 | (212) 827-3772 | |||||||
BRAEMAR HOTELS & RESORTS ANNOUNCES CLOSING ON SALE OF FOUR SEASONS RESORT SCOTTSDALE
DALLAS, November 3, 2026 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today that it has closed on the previously announced sale of the 210-room Four Seasons Resort Scottsdale for $372 million ($1.8 million per key), subject to customary prorations and adjustments. Including anticipated capital expenditures of $23 million, the sale price represents a 5.8% capitalization rate on net operating income and a 15.0x Hotel EBITDA multiple for the trailing 12 months ended September 2026.
“I am extremely pleased with our investment in the Four Seasons Scottsdale,” said Richard J. Stockton, President and Chief Executive Officer. “Having acquired the property in 2022, this transaction further demonstrates our acquisition team’s ability to source and underwrite attractive opportunities, in addition to our asset management team’s ability to implement deliverable growth strategies. In doing so, we generated an unlevered return of approximately 15%, significantly above our 10% minimum target. We expect the proceeds from this sale, together with cash on hand, to fund the remaining fees owed to our external advisor under our separation agreement. We remain on track to complete our transition to a self-managed REIT in mid-November. We look forward to updating shareholders as we finalize the remaining steps.”
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
Certain statements and assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the federal securities regulations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: our business and investment strategy; anticipated or expected purchases, sales or dispositions of assets; our projected operating results; completion of any pending transactions; our ability to restructure existing property-level indebtedness; our ability to secure additional financing to enable us to operate our business; our understanding of our competition; projected capital expenditures; and the impact of technology on our operations and business. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can
Braemar Hotels & Resorts Announces Closing on Sale of Four Seasons Resort Scottsdale
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November 3, 2026
change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. These and other risk factors are more fully discussed in the Company's filings with the SEC.
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. We 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.
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
CERTAIN INFORMATION REGARDING PARTICIPANTS
Braemar and its directors and certain of its executive officers will be deemed to be “participants” (as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s stockholders by Braemar in connection with the matters to be considered at Braemar’s 2026 Annual Meeting of Stockholders. Information regarding the names of Braemar’s executive officers and directors and their respective interests in Braemar by security holdings or otherwise is set forth (i) in Braemar’s proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on October 30, 2025 (the “2025 Proxy Statement”), which is available here, including under the headings “SUMMARY”, “PROPOSAL NUMBER ONE-ELECTION OF DIRECTORS”, “CORPORATE GOVERNANCE”, “BOARD OF DIRECTORS AND COMMITTEES”, “EXECUTIVE OFFICERS”, “EXECUTIVE COMPENSATION”, “PROPOSAL NUMBER TWO-ADVISORY APPROVAL OF EXECUTIVE COMPENSATION”, “SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS” and “CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS” and (ii) under Item 1.01 “ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT” in the Current Reports on Form 8-K filed by Braemar with the SEC on December 23, 2025 (available here), on March 17, 2026 (available here), on April 3, 2026 (available here) and on May 22, 2026 (available here), under Item 5.02 “DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS” in the Current Reports on Form 8-K filed by Braemar with the SEC on February 25, 2026 (available here), on February 27, 2026 (available here), on March 6, 2026 (available here), on March 17, 2026 (available here) and on May 28, 2026 (available here), under Item 5.07 “SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS” in the Current Report on Form 8-K filed by Braemar with the SEC on December 16, 2025 (available here) and under Item 8.01 “OTHER EVENTS” in the Current Report on Form 8-K filed by Braemar with the SEC on June 1, 2026 (available here). To the extent holdings of such persons in the Company’s securities have changed since the amounts described in the 2025 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, by Jim A. Plohg on December 22, 2025 (available here), by Jim A. Plohg on January 14, 2026 (available here), by Monty J. Bennett on February
Braemar Hotels & Resorts Announces Closing on Sale of Four Seasons Resort Scottsdale
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November 3, 2026
26, 2026 (available here), by Richard J. Stockton on February 26, 2026 (available here) and by Eric Batis on June 1, 2026 (available here). Additional information can also be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026 (available here), as amended by the Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (available here). Details concerning the nominees of Braemar’s Board of Directors for election at the 2026 Annual Meeting will be included in the Proxy Statement (defined below). These documents, including the definitive Proxy Statement (and any amendments or supplements thereto) and other documents filed by the Company with the SEC, are or will be available free of charge at the SEC’s website at www.sec.gov. Copies of the documents filed by Braemar are also available free of charge by accessing the “SEC Filings” section of the Company’s website at www.braemar.q4ir.com/investor/financials-sec-filings/sec-filings/. Further information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement.
IMPORTANT INFORMATION AND WHERE TO FIND IT
Braemar Hotels & Resorts Inc. (the “Company” or “Braemar”) intends to file a proxy statement and GOLD proxy card and other relevant documents with the SEC in connection with its solicitation of proxies from the Company’s stockholders for Braemar’s 2026 Annual Meeting of Stockholders (the “Proxy Statement”). This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other document that Braemar may file with the SEC in connection with any solicitation by Braemar. BRAEMAR STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY BRAEMAR AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain copies of these documents and other documents filed with the SEC by Braemar free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Braemar are also available free of charge by accessing the “SEC Filings” section of the Company’s website at www.braemar.q4ir.com/investor/financials-sec-filings/sec-filings/.
EXHIBIT 99.2
On October 28, 2026, Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) completed the sale of the Four Seasons Resort Scottsdale located in Scottsdale, Arizona for approximately $372.0 million in cash, subject to customary prorations and adjustments. In conjunction with the sale, the Company received approximately $370.1 million in cash, net of selling expenses, and repaid approximately $180.0 million on the mortgage loan secured by the hotel property.
The following unaudited pro forma financial information of the Company, as of and for the six months ended June 30, 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 June 30, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the six months ended June 30, 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 property and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel property. The pro forma gain resulting from the disposition of the hotel property 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
June 30, 2026
(in thousands, except share and per share amounts)
| Braemar Consolidated Historical (A) | Four Seasons Resort Scottsdale (B) | Adjustments | Braemar Consolidated Pro Forma | ||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Investment in hotel properties, gross | $ | 1,402,848 | $ | 281,779 | $ | — | $ | 1,121,069 | |||||||||||||||
| Accumulated depreciation | (304,522) | (37,609) | — | (266,913) | |||||||||||||||||||
| Investment in hotel properties, net | 1,098,326 | 244,170 | — | 854,156 | |||||||||||||||||||
| Cash and cash equivalents | 93,865 | 20,969 | 370,132 | (C) (i) | 269,473 | ||||||||||||||||||
| 6,771 | (C) (i) | ||||||||||||||||||||||
| (180,326) | (C) (ii) | ||||||||||||||||||||||
| Restricted cash | 52,604 | 8,829 | — | 43,775 | |||||||||||||||||||
| Accounts receivable, net of allowance of $129 | 27,671 | 1,769 | — | 25,902 | |||||||||||||||||||
| Inventories | 3,278 | 819 | — | 2,459 | |||||||||||||||||||
| Note receivable | 9,197 | — | — | 9,197 | |||||||||||||||||||
| Prepaid expenses | 4,342 | 682 | — | 3,660 | |||||||||||||||||||
| Deposit paid to Ashford Inc. | 17,000 | — | — | 17,000 | |||||||||||||||||||
| Deferred costs, net | 73 | — | — | 73 | |||||||||||||||||||
| Derivative assets | 373 | — | — | 373 | |||||||||||||||||||
| Operating lease right-of-use assets | 330 | — | — | 330 | |||||||||||||||||||
| Other assets | 9,912 | 76 | — | 9,836 | |||||||||||||||||||
| Due from third-party hotel managers | 13,884 | — | — | 13,884 | |||||||||||||||||||
| Assets held for sale | 327,886 | — | — | 327,886 | |||||||||||||||||||
| Total assets | $ | 1,658,741 | $ | 277,314 | $ | 196,577 | $ | 1,578,004 | |||||||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Indebtedness, net | $ | 745,918 | $ | 178,380 | $ | — | 567,538 | ||||||||||||||||
| Accounts payable and accrued expenses | 98,222 | 26,099 | — | 72,123 | |||||||||||||||||||
| Redeemable preferred stock redemptions payable | 54,760 | — | — | 54,760 | |||||||||||||||||||
| Dividends and distributions payable | 3,807 | — | — | 3,807 | |||||||||||||||||||
| Due to Ashford Inc., net | 680 | 48 | — | 632 | |||||||||||||||||||
| Due to related parties, net | 199 | — | — | 199 | |||||||||||||||||||
| Due to third-party hotel managers | 657 | 226 | — | 431 | |||||||||||||||||||
| Operating lease liabilities | 383 | — | — | 383 | |||||||||||||||||||
| Other liabilities | 7,500 | — | — | 7,500 | |||||||||||||||||||
| Liabilities associated with assets held for sale | 268,178 | — | — | 268,178 | |||||||||||||||||||
| Total liabilities | 1,180,304 | 204,753 | — | 975,551 | |||||||||||||||||||
| 5.50% Series B cumulative convertible preferred stock, $0.01 par value, 3,078,017 shares issued and outstanding at June 30, 2026 | 65,426 | — | — | 65,426 | |||||||||||||||||||
| Series E redeemable preferred stock, $0.01 par value, 8,637,450 shares issued and outstanding at June 30, 2026 | 215,936 | — | — | 215,936 | |||||||||||||||||||
| Series M redeemable preferred stock, $0.01 par value, 1,312,137 shares issued and outstanding at June 30, 2026 | 32,820 | — | — | 32,820 | |||||||||||||||||||
| Redeemable noncontrolling interests in operating partnership | 15,197 | — | — | 15,197 | |||||||||||||||||||
| 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 June 30, 2026 | 16 | — | — | 16 | |||||||||||||||||||
| Common stock, $0.01 par value, 250,000,000 shares authorized, 68,679,318 shares issued and outstanding at June 30, 2026 | 687 | — | — | 687 | |||||||||||||||||||
| Additional paid-in capital | 707,922 | 72,561 | 244,170 | (C) (i) | 707,922 | ||||||||||||||||||
| 6,771 | (C) (i) | ||||||||||||||||||||||
| (178,380) | (C) (ii) | ||||||||||||||||||||||
| Accumulated deficit | (561,597) | — | 125,962 | (C) (i) | (437,581) | ||||||||||||||||||
| (1,946) | (C) (ii) | ||||||||||||||||||||||
| Total stockholders’ equity of the Company | 147,028 | 72,561 | 196,577 | 271,044 | |||||||||||||||||||
| Noncontrolling interest in consolidated entities | 2,030 | — | — | 2,030 | |||||||||||||||||||
| Total equity | 149,058 | 72,561 | 196,577 | 273,074 | |||||||||||||||||||
| Total liabilities and equity | $ | 1,658,741 | $ | 277,314 | $ | 196,577 | $ | 1,578,004 | |||||||||||||||
See accompanying notes.
2
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(A)Represents the historical consolidated balance sheet of Braemar as of June 30, 2026, as reported in its Quarterly Report on Form 10-Q for the six months ended June 30, 2026, filed on August 6, 2026.
(B)Represents the removal of the historical balance sheet of the Four Seasons Resort Scottsdale as of June 30, 2026.
(C)Represents adjustments for Braemar’s disposition of the Four Seasons Resort Scottsdale as of June 30, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $370.1 million, net of selling expenses and $6.8 million of cash retained, net of hotel working capital; and (ii) the cash paid to repay the mortgage loan secured by the hotel property and related fees.
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) | Four Seasons Resort Scottsdale (B) | Adjustments | Braemar Consolidated Pro Forma | ||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Rooms | $ | 428,990 | $ | 40,029 | $ | — | $ | 388,961 | |||||||||||||||
| Food and beverage | 179,538 | 30,053 | — | 149,485 | |||||||||||||||||||
| Other | 95,487 | 9,190 | — | 86,297 | |||||||||||||||||||
| Total hotel revenue | 704,015 | 79,272 | — | 624,743 | |||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Hotel operating expenses: | |||||||||||||||||||||||
| Rooms | 104,367 | 9,159 | — | 95,208 | |||||||||||||||||||
| Food and beverage | 141,846 | 17,295 | — | 124,551 | |||||||||||||||||||
| Other expenses | 223,977 | 21,116 | — | 202,861 | |||||||||||||||||||
| Management fees | 21,995 | 2,775 | — | 19,220 | |||||||||||||||||||
| Total hotel operating expenses | 492,185 | 50,345 | — | 441,840 | |||||||||||||||||||
| Property taxes, insurance and other | 34,253 | 943 | — | 33,310 | |||||||||||||||||||
| Depreciation and amortization | 92,578 | 11,072 | — | 81,506 | |||||||||||||||||||
| Impairment charges | 54,492 | — | — | 54,492 | |||||||||||||||||||
| Advisory services fee | 29,186 | — | — | 29,186 | |||||||||||||||||||
| Corporate general and administrative | 11,754 | — | — | 11,754 | |||||||||||||||||||
| Total expenses | 714,448 | 62,360 | — | 652,088 | |||||||||||||||||||
| Gain (loss) on disposition of assets and hotel property | 82,797 | — | 125,962 | (C) (i) | 208,759 | ||||||||||||||||||
| OPERATING INCOME (LOSS) | 72,364 | 16,912 | 125,962 | 181,414 | |||||||||||||||||||
| Equity in earnings (loss) of unconsolidated entity | (56) | — | — | (56) | |||||||||||||||||||
| Interest income | 6,246 | 205 | — | 6,041 | |||||||||||||||||||
| Other income (expense) | (1,572) | — | — | (1,572) | |||||||||||||||||||
| Interest expense and amortization of premiums and loan costs | (98,539) | (13,262) | — | (85,277) | |||||||||||||||||||
| Write-off of premiums, loan costs and exit fees | (1,833) | (364) | — | (1,469) | |||||||||||||||||||
| Gain (loss) on extinguishment of debt | (2,686) | — | (1,946) | (C) (ii) | (4,632) | ||||||||||||||||||
| Realized and unrealized gain (loss) on derivatives | (355) | — | — | (355) | |||||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | (26,431) | 3,491 | 124,016 | 94,094 | |||||||||||||||||||
| Income tax (expense) benefit | (1,979) | — | — | (1,979) | |||||||||||||||||||
| NET INCOME (LOSS) | (28,410) | 3,491 | 124,016 | 92,115 | |||||||||||||||||||
| (Income) loss attributable to noncontrolling interest in consolidated entities | 325 | — | — | 325 | |||||||||||||||||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 5,767 | — | (8,328) | (C) (iv) | (2,561) | ||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (22,318) | 3,491 | 115,688 | 89,879 | |||||||||||||||||||
| 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) | $ | 3,491 | $ | 115,688 | $ | 39,494 | |||||||||||||||
| INCOME (LOSS) PER SHARE - BASIC: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (1.07) | $ | 0.59 | |||||||||||||||||||
| Weighted average common shares outstanding—basic | 67,621 | 67,621 | |||||||||||||||||||||
| INCOME (LOSS) PER SHARE - DILUTED: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (1.07) | $ | 0.40 | |||||||||||||||||||
| Weighted average common shares outstanding—diluted | 67,621 | 87,036 | |||||||||||||||||||||
See accompanying notes.
4
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Six Months Ended June 30, 2026
(in thousands, except share and per share amounts)
| Braemar Consolidated Historical (A) | Four Seasons Resort Scottsdale (B) | Adjustments | Braemar Consolidated Pro Forma | ||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Rooms | $ | 230,984 | $ | 25,681 | $ | — | $ | 205,303 | |||||||||||||||
| Food and beverage | 97,664 | 14,839 | — | 82,825 | |||||||||||||||||||
| Other | 51,361 | 5,826 | — | 45,535 | |||||||||||||||||||
| Total hotel revenue | 380,009 | 46,346 | — | 333,663 | |||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Hotel operating expenses: | |||||||||||||||||||||||
| Rooms | 49,096 | 5,038 | — | 44,058 | |||||||||||||||||||
| Food and beverage | 73,807 | 9,737 | — | 64,070 | |||||||||||||||||||
| Other expenses | 112,802 | 12,112 | — | 100,690 | |||||||||||||||||||
| Management fees | 11,332 | 1,622 | — | 9,710 | |||||||||||||||||||
| Total hotel operating expenses | 247,037 | 28,509 | — | 218,528 | |||||||||||||||||||
| Property taxes, insurance and other | 12,159 | 463 | — | 11,696 | |||||||||||||||||||
| Depreciation and amortization | 44,012 | 5,786 | — | 38,226 | |||||||||||||||||||
| Advisory services fee | 14,684 | — | — | 14,684 | |||||||||||||||||||
| Corporate general and administrative | 9,280 | — | — | 9,280 | |||||||||||||||||||
| Total expenses | 327,172 | 34,758 | — | 292,414 | |||||||||||||||||||
| Gain (loss) on disposition of assets and hotel property | 17,398 | — | — | 17,398 | |||||||||||||||||||
| OPERATING INCOME (LOSS) | 70,235 | 11,588 | — | 58,647 | |||||||||||||||||||
| Equity in earnings (loss) of unconsolidated entity | (31) | — | — | (31) | |||||||||||||||||||
| Interest income | 1,584 | 78 | — | 1,506 | |||||||||||||||||||
| Interest expense and amortization of premiums and loan costs | (41,708) | (6,467) | — | (35,241) | |||||||||||||||||||
| Write-off of premiums, loan costs and exit fees | (1,489) | — | — | (1,489) | |||||||||||||||||||
| Realized and unrealized gain (loss) on derivatives | 283 | — | — | 283 | |||||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | 28,874 | 5,199 | — | 23,675 | |||||||||||||||||||
| Income tax (expense) benefit | (3,898) | — | 800 | (C) (iii) | (3,098) | ||||||||||||||||||
| NET INCOME (LOSS) | 24,976 | 5,199 | 800 | 20,577 | |||||||||||||||||||
| (Income) loss attributable to noncontrolling interest in consolidated entities | 65 | — | — | 65 | |||||||||||||||||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (299) | — | 276 | (C) (iv) | (23) | ||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 24,742 | 5,199 | 1,076 | 20,619 | |||||||||||||||||||
| Preferred dividends | (15,781) | — | — | (15,781) | |||||||||||||||||||
| Deemed dividends on preferred stock | (4,771) | — | — | (4,771) | |||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMMON STOCKHOLDERS | $ | 4,190 | $ | 5,199 | $ | 1,076 | $ | 67 | |||||||||||||||
| INCOME (LOSS) PER SHARE - BASIC: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 0.06 | $ | — | |||||||||||||||||||
| Weighted average common shares outstanding—basic | 68,556 | 68,556 | |||||||||||||||||||||
| INCOME (LOSS) PER SHARE - DILUTED: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 0.06 | $ | — | |||||||||||||||||||
| Weighted average common shares outstanding—diluted | 68,556 | 68,556 | |||||||||||||||||||||
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 six months ended June 30, 2026, as reported in its Quarterly Report on Form 10-Q for the six months ended June 30, 2026, filed on August 6, 2026.
(B)Represents the removal of the historical consolidated statements of operations of the Four Seasons Resort Scottsdale for the year ended December 31, 2025, and the six months ended June 30, 2026.
(C)Represents adjustments for the Company’s disposition of the Four Seasons Resort Scottsdale, which includes: (i) the estimated non-recurring gain on the disposition of the hotel property for the year ended December 31, 2025; (ii) an adjustment for the write-off of deferred loan costs and fees associated with the loan paydown; (iii) an adjustment for the estimated tax effect of the hotel property no longer being part of the consolidated group for the six months ended June 30, 2026; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of the hotel property, 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 6.27% for the six months ended June 30, 2026. There was no material estimated tax effect of the hotel no longer being part of the consolidated group for the year ended December 31, 2025. The pro forma gain and the related tax effects resulting from the disposition of the hotel property are preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
6