Braemar to sell three hotels for $437.5M cash

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Form Type

8-K

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. has entered into a material definitive Agreement of Purchase and Sale through its indirect subsidiaries to sell three luxury hotel properties for a total cash purchase price of $437.5 million, subject to customary prorations and adjustments.

The properties are The Ritz-Carlton Sarasota in Florida, and Hotel Yountville and Bardessono Hotel and Spa in Yountville, California. The transaction is expected to close in approximately 20–35 days, subject to customary closing conditions, and the parties note there can be no assurance the sale will be completed on these terms or at all.

Insights

Braemar agrees to sell three luxury hotels for $437.5M in cash.

Braemar Hotels & Resorts has signed an Agreement of Purchase and Sale for The Ritz-Carlton Sarasota, Hotel Yountville, and Bardessono Hotel and Spa for a total cash price of $437.5 million. These are branded, high-end properties in Florida and California.

The agreement includes customary terms such as covenants, representations, warranties, and indemnities. Closing is expected in approximately 20–35 days, but remains subject to customary closing conditions, and the parties explicitly state there is no assurance the sale will be completed.

While the filing does not detail how proceeds will be used, the size and all-cash nature of the deal suggest a potentially meaningful balance sheet impact once and if the transaction closes. Subsequent company filings may provide more clarity on closing status and capital allocation of the $437.5 million purchase price.

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

Total purchase price: $437.5 million cash Number of hotels sold: 3 properties Expected closing window: 20–35 days

3 metrics

Total purchase price $437.5 million cash Aggregate consideration for three hotel properties under Agreement of Purchase and Sale

Number of hotels sold 3 properties Ritz-Carlton Sarasota, Hotel Yountville, Bardessono Hotel and Spa

Expected closing window 20–35 days Estimated time to closing from June 4, 2026, subject to conditions

Key Terms

Agreement of Purchase and Sale, material definitive agreement, customary closing conditions, representations and warranties, +1 more

5 terms

Agreement of Purchase and Sale financial

"entered into an Agreement of Purchase and Sale (the “Agreement”) with BRDO Property"

material definitive agreement regulatory

"ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

customary closing conditions financial

"The sale is expected to close in approximately 20-35 days, subject to customary closing conditions."

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

representations and warranties regulatory

"contains terms, conditions, covenants, representations and warranties and indemnities"

Representations and warranties are statements one party makes to another in a legal agreement about facts or conditions that are true at signing or will be true in the future, like ownership, financial statements, or regulatory compliance. They matter to investors because they set the factual baseline for a deal—like guarantees in a car sale—and create legal remedies or payment adjustments if those statements turn out to be false, affecting value and risk.

indemnities financial

"representations and warranties and indemnities from each of the respective parties"

FAQ

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

What transaction did Braemar Hotels & Resorts Inc. (BHR) disclose in this 8-K?

Braemar disclosed that its indirect subsidiaries entered into an Agreement of Purchase and Sale to sell three hotel properties. The assets are located in Sarasota, Florida, and Yountville, California, and the deal involves a total cash purchase price of $437.5 million.

Which hotel properties is Braemar Hotels & Resorts Inc. (BHR) agreeing to sell?

The agreement covers the sale of The Ritz-Carlton Sarasota in Sarasota, Florida, Hotel Yountville in Yountville, California, and the Bardessono Hotel and Spa, also in Yountville, California. All three properties are being sold together under a single purchase and sale agreement.

What is the purchase price for the Braemar Hotels & Resorts Inc. (BHR) hotel sale?

The total purchase price is $437.5 million in cash, subject to customary prorations and adjustments. This single aggregated price covers all three properties: The Ritz-Carlton Sarasota, Hotel Yountville, and Bardessono Hotel and Spa, as specified in the agreement.

When is the Braemar Hotels & Resorts Inc. (BHR) hotel sale expected to close?

The sale is expected to close in approximately 20–35 days from the agreement date. Closing is subject to customary closing conditions, and the parties state there can be no assurance the transaction will be completed on the described terms or at all.

Who are the counterparties in Braemar Hotels & Resorts Inc. (BHR)’s hotel sale agreement?

Indirect subsidiaries of Braemar, including several Ashford-branded entities, signed the agreement with BRDO Property, LLC, YNTV Property, LLC, 1776 Sarasota Associates, and 1776 Sarasota Golf Associates. These counterparties are the buyers of the three hotel properties.

What type of agreement did Braemar Hotels & Resorts Inc. (BHR) enter for the hotel sale?

Braemar’s indirect subsidiaries entered into an Agreement of Purchase and Sale, described as a material definitive agreement. It includes customary terms such as conditions to closing, covenants, representations, warranties, and indemnities typical for a transaction of this nature.

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

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Accepted by SEC EDGAR 06/10/2026 - 05:29 PM

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): June 4, 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 June 4, 2026, Ashford Yountville LP, Ashford Yountville II LP, Ashford Sarasota LP, Ashford TRS Sarasota Residence LLC, Ashford TRS Yountville LLC, Ashford TRS Yountville II LLC and Ashford TRS Sarasota LLC, indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), entered into an Agreement of Purchase and Sale (the “Agreement”) with BRDO Property, LLC, YNTV Property, LLC, 1776 Sarasota Associates, and 1776 Sarasota Golf Associates, for the sale of: (i) The Ritz-Carlton Sarasota located in Sarasota, Florida, (ii) the Hotel Yountville located in Yountville, California, and (iii) the Bardessono Hotel and Spa located in Yountville, California for a total purchase price of $437.5 million in cash, subject to customary prorations and adjustments. The sale is expected to close in approximately 20-35 days, 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.

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: June 10, 2026	By:	/s/ Jim Plohg
		Jim Plohg
		Executive Vice President, General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Braemar to sell three hotels for $437.5M cash

Rhea-AI Filing Summary