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Braemar Hotels (NYSE: BHR) plans $115M cash sale of The Clancy in San Francisco

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

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. has agreed to sell The Clancy hotel in San Francisco, California for $115 million in cash. The agreement was signed on October 6, 2025 between the company’s indirect subsidiaries, Ashford San Francisco II LP and Ashford TRS SF LLC, and buyer Block Nine Owner, LLC.

The sale price is subject to customary prorations and adjustments, and the transaction is expected to close in the fourth quarter of 2025, provided standard closing conditions are satisfied. The agreement includes customary terms, covenants, representations, warranties, and indemnities for a hotel sale of this type, and the company notes there is no assurance the sale will be completed on these terms or at all.

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Insights

Braemar moves to monetize a major San Francisco hotel asset for $115 million cash, pending customary closing conditions.

Braemar Hotels & Resorts Inc. has entered into a definitive agreement to sell The Clancy in San Francisco for $115 million in cash. The seller entities are indirect subsidiaries Ashford San Francisco II LP and Ashford TRS SF LLC, and the buyer is Block Nine Owner, LLC. The transaction is structured with customary prorations and adjustments, which is typical for large hotel real estate deals.

The company states that closing is expected in the fourth quarter of 2025, subject to customary closing conditions. The agreement includes standard terms, covenants, representations, warranties, and indemnities for a transaction of this nature, indicating a conventional negotiated sale process. Actual completion will depend on all remaining conditions being satisfied, and the company explicitly cautions that there can be no assurance the sale will be completed on the described terms or at all.

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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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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): October 6, 2025

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 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 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 October 6, 2025, Ashford San Francisco II LP and Ashford TRS SF LLC, indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), entered into an Agreement of Purchase and Sale (the “Agreement”) with Block Nine Owner, LLC for the sale of The Clancy hotel located in San Francisco, California for $115 million in cash, subject to customary pro-rations and adjustments. The sale is expected to close in the fourth quarter of 2025, subject to customary closing conditions.

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 7.01    REGULATION FD DISCLOSURE.

A copy of the press release announcing the Company’s entry into the Agreement is attached hereto as Exhibit 99.1.

The information in this Item 7.01 of this Form 8-K 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 of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits

Exhibit Number         Description

99.1    Press Release of the Company, dated October 7, 2025
104    Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)



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: October 7, 2025By:/s/ Alex Rose
Alex Rose
Executive Vice President, General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What major transaction did BHR disclose in this 8-K filing?

Braemar Hotels & Resorts Inc. disclosed that its indirect subsidiaries entered into an Agreement of Purchase and Sale to sell The Clancy hotel in San Francisco, California.

What is the agreed sale price for The Clancy hotel by BHR?

The Clancy hotel is being sold for $115 million in cash, subject to customary prorations and adjustments.

Who is buying The Clancy hotel from Braemar Hotels & Resorts Inc. (BHR)?

The buyer named in the agreement is Block Nine Owner, LLC, which is purchasing The Clancy from BHR’s indirect subsidiaries.

When is the sale of The Clancy hotel expected to close for BHR?

The sale of The Clancy hotel is expected to close in the fourth quarter of 2025, assuming all customary closing conditions are satisfied.

Are there any assurances that BHR’s sale of The Clancy will be completed?

No. Braemar states that several conditions to closing remain to be satisfied and that there can be no assurance the transaction will be completed on the described terms or at all.

What additional disclosure did BHR provide about this hotel sale?

Braemar attached a press release announcing entry into the agreement as Exhibit 99.1, and specified that this information is furnished under Regulation FD and not deemed filed under the Exchange Act.