Braemar Hotels (NYSE: BHR) expands 2026 cash incentives for advisor staff

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. entered into a Limited Waiver under its Advisory Agreement on March 13, 2026. This waiver lets the company, at its own cost and discretion, grant cash incentive compensation during the first and second fiscal quarters of 2026 to employees and representatives of its external advisor, Ashford Hospitality Advisors and Ashford Inc., without being constrained by certain limits in the existing Advisory Agreement.

The company also adopted two Forms of 2026 Deferred Cash Award, which will govern how specific cash-based incentive awards are structured and paid. These changes focus on compensation arrangements and do not alter the underlying advisory relationship or corporate structure.

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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 13, 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 March 13, 2026, Braemar Hotels & Resorts Inc. (the “Company”) entered into a Limited Waiver Under Advisory Agreement (the “Limited Waiver”) with Braemar Hospitality Limited Partnership (the “Operating Partnership”), Braemar TRS Corporation (“TRS”), Ashford Inc. (“AINC”) and Ashford Hospitality Advisors LLC (together with AINC, the “Advisor”).

As previously disclosed, the Company, the Operating Partnership, TRS and the Advisor are parties to a Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018, as amended (the “Advisory Agreement”), which (i) allocates responsibility for certain employee costs between the Company and the Advisor, and (ii) permits the board of directors of the Company (the “Board”) to issue annual equity awards in the Company or the Operating Partnership to employees and other representatives of the Advisor based on achievement by the Company of certain financial or other objectives, or otherwise as the Board sees fit.

Pursuant to the Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in the Advisory Agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during the first and second fiscal quarters of calendar year 2026, cash incentive compensation to employees and other representatives of the Advisor.

The foregoing description of the Limited Waiver does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Limited Waiver, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On March 13, 2026, the Company adopted two Forms of Deferred Cash Award, copies of which are attached hereto as Exhibits 10.3 and 10.4 and are 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    Limited Waiver Under Advisory Agreement, dated as of March 13 2026, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC

10.3    Form of 2026 Deferred Cash Award Agreement

10.4    Form of 2026 Deferred Cash Award Agreement

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

FAQ

What agreement change did Braemar Hotels & Resorts (BHR) disclose on March 13, 2026?

Braemar entered a Limited Waiver under its Advisory Agreement on March 13, 2026. This waiver allows the company to grant cash incentive compensation in early 2026 to advisor employees at the company’s expense, despite limits that would otherwise apply under the existing agreement.

How does the Limited Waiver affect Braemar’s ability to pay incentives in 2026?

The Limited Waiver lets Braemar freely award cash incentive compensation in the first and second fiscal quarters of 2026. It temporarily overrides Advisory Agreement provisions that might restrict such awards, giving the board more flexibility over short‑term cash incentives for advisor personnel.

Who is covered by Braemar’s new cash incentive flexibility under the Limited Waiver?

The waiver covers employees and other representatives of Ashford Hospitality Advisors LLC and Ashford Inc. Braemar can, at its own cost, grant cash incentive compensation to these advisor-affiliated individuals during the first and second fiscal quarters of 2026, using its board’s discretion.

What relationship does the Advisory Agreement govern for Braemar Hotels & Resorts (BHR)?

The Advisory Agreement sets how Braemar, its operating partnership, and TRS work with Ashford Inc. and Ashford Hospitality Advisors. It allocates responsibility for certain employee costs and permits annual equity awards based on company performance or other objectives determined by Braemar’s board of directors.

What new compensation documents did Braemar Hotels & Resorts (BHR) adopt on March 13, 2026?

Braemar adopted two Forms of 2026 Deferred Cash Award Agreement on March 13, 2026. These standard forms, filed as exhibits, define terms and conditions for deferred cash awards, shaping how certain cash incentives are structured and paid to eligible participants in 2026.

Does the Limited Waiver change Braemar’s advisory providers?

No, the waiver does not change advisory providers. Braemar remains advised by Ashford Inc. and Ashford Hospitality Advisors LLC under the existing Advisory Agreement. The waiver only affects how Braemar can provide cash incentive compensation to advisor-related personnel during early 2026, at the company’s expense.

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.2 EX-10.2 22.1 KB
• EX-10.3 EX-10.3 29.5 KB
• EX-10.4 EX-10.4 29.7 KB

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