Braemar Hotels to Sell Four Seasons Scottsdale for $372M

The $10 million deposit became non-refundable on September 23, 2026, while several conditions to closing remain to be satisfied.

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. reported that its indirect subsidiaries BHR Scottsdale LP, BHR Scottsdale Storage LLC and BHR TRS Scottsdale LLC entered into an agreement on September 23, 2026, to sell the Four Seasons Resort Scottsdale at Troon North to Evergreen Acquisitions, LLC for a purchase price of $372 million, subject to customary pro-rations and adjustments. The agreement identifies Evergreen Acquisitions as the purchaser and states it is unaffiliated with the company.

The company received a $10 million deposit from the purchaser, and the deposit became non-refundable on September 23, 2026. Several conditions to closing remain to be satisfied, and the agreement states there can be no assurance the sale will be completed on the general terms described, on the anticipated timeline, or at all. It also contains customary terms, conditions, covenants, representations and warranties, and indemnities from each party.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

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.

Key Figures

Purchase price: $372 million Deposit: $10 million Effective date: September 23, 2026

3 metrics

Purchase price $372 million Sale of the Four Seasons Resort Scottsdale at Troon North, subject to customary pro-rations and adjustments

Deposit $10 million Received by the company; became non-refundable on September 23, 2026

Effective date September 23, 2026 Agreement date and date the deposit became non-refundable

Key Terms

pro-rations and adjustments, non-refundable, conditions to closing, indemnities

4 terms

pro-rations and adjustments financial

"subject to customary pro-rations and adjustments"

non-refundable financial

"deposit ... became non-refundable as of the Effective Date"

Non-refundable means money or a payment that cannot be returned once it has been paid, even if circumstances change or the buyer cancels. For investors, this matters because non-refundable payments—like deposits, fees, or prepaid expenses—represent sunk costs that reduce cash flexibility and can affect a company’s reported revenue and cash flow; think of it as a ticket you can’t get a refund for, which forces planners to account for the loss.

conditions to closing regulatory

"Several conditions to closing on the sale remain to be satisfied"

indemnities regulatory

"representations and warranties and indemnities from each"

FAQ

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

What is BHR selling the Four Seasons Resort Scottsdale at Troon North for?

The purchase price is $372 million, subject to customary pro-rations and adjustments. Evergreen Acquisitions, LLC is the purchaser.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 04:04 PM Accepted by SEC EDGAR 09/29/2026 - 04:04 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): September 23, 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

On September 23, 2026 (the "Effective Date"), BHR Scottsdale LP, BHR Scottsdale Storage LLC and BHR TRS Scottsdale LLC, indirect subsidiaries of Braemar Hotels & Resorts Inc. (the "Company"), entered into an Agreement of Purchase and Sale (the "Agreement") with Evergreen Acquisitions, LLC, a Delaware limited liability company unaffiliated with the Company ("Purchaser"), for the sale of the Four Seasons Resort Scottsdale at Troon North (the "Hotel") for a purchase price of $372 million, subject to customary pro-rations and adjustments. In connection with the sale, the Company received a $10 million deposit from Purchaser, which became non-refundable as of the Effective Date.

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, on the anticipated timeline, or at all.

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: September 29, 2026			By:			/s/ Jim Plohg
						Jim Plohg
						Executive Vice President, General Counsel & Secretary

Filing Exhibits & Attachments

4 documents

Other Documents

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