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Single resort sale flips Braemar (NYSE: BHR) 2025 loss to profit

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

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. completed the sale of the 142-room Pier House Resort & Spa in Key West, Florida to Last Mango Owner, LLC on August 12, 2026 for $190.0 million in cash (about $1.3 million per key), subject to customary prorations and adjustments. The pricing, including anticipated capital expenditures of $11.8 million, represents a 7.3% capitalization rate on net operating income for the trailing 12 months ended June 30, 2026.

In connection with the sale, Braemar received approximately $187.5 million in cash net of selling expenses and repaid about $93.7 million on the mortgage loan partially secured by the hotel. Pro forma for the transaction as of June 30, 2026, total assets are $1.67 billion and indebtedness is reduced to $652.3 million. For 2025, pro forma net income attributable to common stockholders improves from a loss of $72.7 million to income of $24.1 million, while for the six months ended June 30, 2026 it shifts from income of $4.2 million to a loss of $1.5 million. The company notes that the pro forma gain from the sale and related tax effects are preliminary and may differ from actual results.

Positive

  • Sale of Pier House Resort & Spa for $190.0 million at a 7.3% cap rate crystallizes value from a single asset.
  • Net sale proceeds of about $187.5 million enable repayment of roughly $93.7 million of mortgage debt, reducing leverage.
  • Pro forma 2025 net income to common improves from a $72.7 million loss to $24.1 million income, a substantial earnings swing.

Negative

  • For the six months ended June 30, 2026, pro forma net income to common moves from $4.2 million profit to a $1.5 million loss after removing Pier House results.
  • Pro forma financials include a non-recurring gain from the sale, so improved 2025 earnings are not indicative of ongoing performance.

Filing Explained

The pro forma schedules remove Pier House’s assets, liabilities, and operating results, assuming the disposition closed on June 30, 2026 for the balance sheet and on January 1, 2025 for the operating statements; they are informational rather than forecasts of future results.

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 consideration for Pier House Resort & Spa disposition
Net cash received $187.5 million Cash proceeds net of selling expenses from Pier House sale
Mortgage repayment $93.7 million Debt repaid on mortgage partially secured by Pier House
Capitalization rate 7.3% Cap rate on trailing 12-month NOI including $11.8 million capex
Pro forma indebtedness $652.3 million Total indebtedness, net, pro forma as of June 30, 2026
2025 net income to common (historical) $(72.7) million Net loss attributable to common stockholders for 2025
2025 net income to common (pro forma) $24.1 million Pro forma net income attributable to common stockholders for 2025
Six months 2026 net income to common (pro forma) $(1.5) million Pro forma net loss attributable to common stockholders for six months ended June 30, 2026
capitalization rate financial
"the sale price represents a 7.3% capitalization rate on 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.
unaudited pro forma financial information financial
"The following unaudited pro forma financial information of the Company"
non-recurring gain financial
"which contains a non-recurring gain associated with the disposition of the hotel property"
redeemable noncontrolling interests financial
"Net (income) loss attributable to redeemable noncontrolling interests in operating partnership"
A redeemable noncontrolling interest is a minority ownership stake in a company that the holder can force the company to buy back at a set price or under certain conditions. For investors this matters because it creates a future cash obligation and can be treated more like a liability than permanent equity, affecting a company’s reported debt, net income and valuation — think of it as a part-owner who can cash out, forcing the business to pay them.
disposition of assets financial
"COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS"
2025 net income attributable to common stockholders (historical) $(72.7) million Baseline before Pier House disposition adjustments
2025 net income attributable to common stockholders (pro forma) $24.1 million Improvement due to gain on Pier House sale and removal of its operations
Six months 2026 net income attributable to common stockholders (historical) $4.2 million Reported results including Pier House through June 30, 2026
Six months 2026 net income attributable to common stockholders (pro forma) $(1.5) million Decline after removing Pier House and related adjustments

FAQ

What asset did Braemar Hotels & Resorts (BHR) sell on August 12, 2026?
Braemar sold the 142-room Pier House Resort & Spa in Key West, Florida to Last Mango Owner, LLC for $190.0 million in cash, subject to customary prorations and adjustments, as part of a portfolio repositioning.

How much cash did BHR receive from the Pier House sale and how was it used?
Braemar received approximately $187.5 million in cash net of selling expenses and used about $93.7 million to repay a mortgage loan partially secured by the hotel, reducing overall indebtedness on its balance sheet.

What capitalization rate did BHR achieve on the Pier House sale?
Including anticipated capital expenditures of $11.8 million, the sale price reflects a 7.3% capitalization rate on net operating income for the trailing 12 months ended June 30, 2026, indicating the income yield implied by the transaction price.

How does the Pier House sale affect BHR’s pro forma 2025 earnings?
For 2025, pro forma net income attributable to common stockholders improves from a $72.7 million loss to $24.1 million income, driven by a non-recurring gain on the sale and removal of Pier House operations from consolidated results.

What is the impact of the Pier House sale on BHR’s mid-2026 pro forma results?
For the six months ended June 30, 2026, pro forma net income to common shifts from $4.2 million profit to a $1.5 million loss, reflecting the removal of Pier House revenues and expenses and related tax and ownership allocations.

What are BHR’s pro forma debt levels after the Pier House sale?
On a pro forma basis as of June 30, 2026, Braemar’s indebtedness is $652.3 million compared with historical indebtedness of $745.9 million, reflecting the approximate $93.7 million mortgage repayment tied to the disposed hotel.

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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): August 12, 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 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On August 12, 2026, Ashford Pier House LP and Ashford TRS Pier House LLC, indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the 142-room Pier House Resort & Spa located in Key West, Florida pursuant to an Agreement of Purchase and Sale, dated as of July 13, 2026, by and among Last Mango Owner, LLC, as purchaser, for $190.0 million in cash ($1.3 million per key), subject to customary prorations and adjustments. Including anticipated capital expenditures of $11.8 million, the sale price represents a 7.3% capitalization rate on net operating income for the trailing 12 months ended June 30, 2026.

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

EXHIBIT 99.1
On August 12, 2026, Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) completed the sale of the Pier House Resort & Spa located in Key West, Florida for $190.0 million in cash, subject to customary prorations and adjustments. In conjunction with the sale, the Company received approximately $187.5 million in cash, net of selling expenses, and repaid approximately $93.7 million on the mortgage loan partially 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)		Pier House Resort & Spa (B)AdjustmentsBraemar
Consolidated
Pro Forma
ASSETS
Investment in hotel properties, gross$1,402,848 $90,194 $— $1,312,654 
Accumulated depreciation(304,522)(11,326)— (293,196)
Investment in hotel properties, net1,098,326 78,868 — 1,019,458 
Cash and cash equivalents93,865 4,565 187,490 (C) (i)187,417 
4,298 (C) (i)
(93,671)(C) (ii)
Restricted cash52,604 1,596 — 51,008 
Accounts receivable, net of allowance of $12927,671 1,015 — 26,656 
Inventories3,278 127 — 3,151 
Note receivable9,197 — — 9,197 
Prepaid expenses4,342 368 — 3,974 
Deposit paid to Ashford Inc.17,000 — — 17,000 
Deferred costs, net73 — — 73 
Derivative assets373 — — 373 
Operating lease right-of-use assets330 11 — 319 
Other assets9,912 48 — 9,864 
Due from third-party hotel managers13,884 — — 13,884 
Assets held for sale327,886 — — 327,886 
Total assets$1,658,741 $86,598 $98,117 $1,670,260 
LIABILITIES AND EQUITY
Liabilities:
Indebtedness, net$745,918 $93,593 $— $652,325 
Accounts payable and accrued expenses98,222 3,113 — 95,109 
Redeemable preferred stock redemptions payable54,760 — — 54,760 
Dividends and distributions payable3,807 — — 3,807 
Due to Ashford Inc., net680 114 — 566 
Due to related parties, net199 194 — 5 
Due to third-party hotel managers657 — — 657 
Operating lease liabilities383 11 — 372 
Other liabilities7,500 — — 7,500 
Liabilities associated with assets held for sale268,178 — — 268,178 
Total liabilities1,180,304 97,025 — 1,083,279 
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 3,078,017 shares issued and outstanding at June 30, 202665,426 — — 65,426 
Series E redeemable preferred stock, $0.01 par value, 8,637,450 shares issued and outstanding at June 30, 2026215,936 — — 215,936 
Series M redeemable preferred stock, $0.01 par value, 1,312,137 shares issued and outstanding at June 30, 202632,820 — — 32,820 
Redeemable noncontrolling interests in operating partnership15,197 — — 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, 202616 — — 16 
Common stock, $0.01 par value, 250,000,000 shares authorized, 68,679,318 shares issued and outstanding at June 30, 2026687 — — 687 
Additional paid-in capital707,922 (10,427)78,868 (C) (i)707,922 
4,298 (C) (i)
(93,593)(C) (ii)
Accumulated deficit(561,597)— 108,622 (C) (i)(453,053)
(78)(C) (ii)
Total stockholders’ equity of the Company147,028 (10,427)98,117 255,572 
Noncontrolling interest in consolidated entities2,030 — — 2,030 
Total equity149,058 (10,427)98,117 257,602 
Total liabilities and equity$1,658,741 $86,598 $98,117 $1,670,260 
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 Pier House Resort & Spa as of June 30, 2026.
(C)Represents adjustments for Braemar’s disposition of the Pier House Resort & Spa as of June 30, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $187.5 million, net of selling expenses, and $4.3 million of cash received for hotel net working capital; and (ii) the cash paid to repay the mortgage loan partially secured by the hotel property.
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)		Pier House Resort & Spa (B)AdjustmentsBraemar
Consolidated
Pro Forma
REVENUE
Rooms$428,990 $23,332 $— $405,658 
Food and beverage179,538 4,495 — 175,043 
Other95,487 3,011 — 92,476 
Total hotel revenue704,015 30,838 — 673,177 
EXPENSES
Hotel operating expenses:
Rooms104,367 3,332 — 101,035 
Food and beverage141,846 3,406 — 138,440 
Other expenses223,977 6,966 — 217,011 
Management fees21,995 924 — 21,071 
Total hotel operating expenses492,185 14,628 — 477,557 
Property taxes, insurance and other34,253 2,049 — 32,204 
Depreciation and amortization92,578 1,589 — 90,989 
Impairment charges54,492 — — 54,492 
Advisory services fee29,186 — — 29,186 
Corporate general and administrative11,754 — — 11,754 
Total expenses714,448 18,266 — 696,182 
Gain (loss) on disposition of assets and hotel property82,797 — 108,622 (C) (i)191,419 
OPERATING INCOME (LOSS)72,364 12,572 108,622 168,414 
Equity in earnings (loss) of unconsolidated entity(56)— — (56)
Interest income6,246 — — 6,246 
Other income (expense)(1,572)— — (1,572)
Interest expense and amortization of premiums and loan costs(98,539)(8,065)— (90,474)
Write-off of premiums, loan costs and exit fees(1,833)— — (1,833)
Gain (loss) on extinguishment of debt(2,686)— (78)(C) (ii)(2,764)
Realized and unrealized gain (loss) on derivatives(355)— — (355)
INCOME (LOSS) BEFORE INCOME TAXES(26,431)4,507 108,544 77,606 
Income tax (expense) benefit(1,979)— 2 (C) (iii)(1,977)
NET INCOME (LOSS)(28,410)4,507 108,546 75,629 
(Income) loss attributable to noncontrolling interest in consolidated entities325 — — 325 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership5,767 — (7,189)(C) (iv)(1,422)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(22,318)4,507 101,357 74,532 
Preferred dividends(35,273)— — (35,273)
Deemed dividends on preferred stock(15,112)— — (15,112)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMMON STOCKHOLDERS$(72,703)$4,507 $101,357 $24,147 
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(1.07)$0.36 
Weighted average common shares outstanding—basic67,621 67,621 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(1.07)$0.32 
Weighted average common shares outstanding—diluted67,621 103,226 

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)		Pier House Resort & Spa (B)AdjustmentsBraemar
Consolidated
Pro Forma
REVENUE
Rooms$230,984 $14,905 $— $216,079 
Food and beverage97,664 2,554 — 95,110 
Other51,361 1,916 — 49,445 
Total hotel revenue380,009 19,375 — 360,634 
EXPENSES
Hotel operating expenses:
Rooms49,096 1,693 — 47,403 
Food and beverage73,807 1,707 — 72,100 
Other expenses112,802 3,728 — 109,074 
Management fees11,332 581 — 10,751 
Total hotel operating expenses247,037 7,709 — 239,328 
Property taxes, insurance and other12,159 968 — 11,191 
Depreciation and amortization44,012 735 — 43,277 
Advisory services fee14,684 — — 14,684 
Corporate general and administrative9,280 — — 9,280 
Total expenses327,172 9,412 — 317,760 
Gain (loss) on disposition of assets and hotel property17,398 — — 17,398 
OPERATING INCOME (LOSS)70,235 9,963 — 60,272 
Equity in earnings (loss) of unconsolidated entity(31)— — (31)
Interest income1,584 — — 1,584 
Interest expense and amortization of premiums and loan costs(41,708)(3,714)— (37,994)
Write-off of premiums, loan costs and exit fees(1,489)— — (1,489)
Realized and unrealized gain (loss) on derivatives283 — — 283 
INCOME (LOSS) BEFORE INCOME TAXES28,874 6,249 — 22,625 
Income tax (expense) benefit(3,898)— 222 (C) (iii)(3,676)
NET INCOME (LOSS)24,976 6,249 222 18,949 
(Income) loss attributable to noncontrolling interest in consolidated entities65 — — 65 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership(299)— 378 (C) (iv)79 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY24,742 6,249 600 19,093 
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 $6,249 $600 $(1,459)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$0.06 $(0.02)
Weighted average common shares outstanding—basic68,556 68,556 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$0.06 $(0.02)
Weighted average common shares outstanding—diluted68,556 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 Pier House Resort & Spa 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 Pier House Resort & Spa, 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 year ended December 31, 2025 and 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. 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

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