Braemar (NYSE: BHR) sells Park Hyatt Beaver Creek and repays debt
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Braemar Hotels & Resorts completed the sale of the 193-room Park Hyatt Beaver Creek Resort & Spa in Colorado for $176 million in cash, representing about $912,000 per key and a 4.6% capitalization rate on net operating income for the twelve months ended March 2026.
After repaying the $70.5 million mortgage on the property, Braemar retained approximately $104.5 million of net proceeds and used a portion to repay in full its $86.25 million 4.50% Convertible Senior Notes due 2026, eliminating a near‑term debt maturity and strengthening its balance sheet.
Positive
- Eliminated near-term convertible maturity: The company repaid approximately $86.25 million of 4.50% Convertible Senior Notes due 2026 in full, using hotel sale proceeds, which removes a looming debt maturity and modestly de-levers the balance sheet.
- Monetized asset at strong valuation: Park Hyatt Beaver Creek was sold for $176 million, or $912,000 per key, at a disclosed 4.6% cap rate on trailing twelve-month net operating income, and generated a preliminary gain of $16.384 million in the pro forma year 2025 results.
Negative
- None.
Insights
High-value hotel sale funds retirement of near-term convertible debt.
Braemar sold Park Hyatt Beaver Creek for $176 million, or $912,000 per key, at a disclosed 4.6% cap rate on $8.0 million of hotel net operating income for the twelve months ended March 2026. The deal generated approximately $104.5 million in net proceeds after repaying the $70.5 million mortgage.
The company then repaid in full about $86.25 million of 4.50% Convertible Senior Notes due 2026, together with accrued interest, and terminated the related indenture. This removes a near-term maturity and modestly reduces leverage using asset-sale proceeds.
Pro forma financials remove Park Hyatt Beaver Creek’s revenues and expenses and include a preliminary gain of $16.384 million on the sale for the year ended December 31, 2025. Actual results may differ as final gain and tax effects are determined in subsequent reporting periods.
8-K Event Classification
4 items: 2.01, 7.01, 8.01, 9.01
4 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Hotel sale price: $176 million cash
Price per key: $912,000 per key
Capitalization rate: 4.6%
+5 more
8 metrics
Hotel sale price
$176 million cash
Park Hyatt Beaver Creek Resort & Spa sale
Price per key
$912,000 per key
193-room Park Hyatt Beaver Creek, trailing 12 months to March 2026
Capitalization rate
4.6%
Based on $8.0M net operating income, twelve months ended March 31, 2026
Mortgage repaid
$70.5 million
Loan secured by Park Hyatt Beaver Creek, repaid at sale closing
Net proceeds retained
$104.5 million
After mortgage repayment, transfer taxes, transaction costs, and cash release
Convertible notes repaid
$86.25 million
4.50% Convertible Senior Notes due 2026, repaid June 1, 2026
Hotel EBITDA
$9.8 million
Park Hyatt Beaver Creek, twelve months ended March 31, 2026
Hotel Net Operating Income
$8.0 million
Park Hyatt Beaver Creek, twelve months ended March 31, 2026
Key Terms
capitalization rate, Convertible Senior Notes, pro forma financial information, Change of Control, +2 more
6 terms
capitalization rate financial
"The sale price represents a 4.6% 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.
Convertible Senior Notes financial
"repayment of its 4.50% Convertible Senior Notes due 2026, together with all accrued and unpaid interest"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
pro forma financial information financial
"The unaudited pro forma financial information for the Company as of and for the three months ended March 31, 2026"
Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.
Change of Control financial
"does not, the Company believes, exceed the threshold that constitutes a Change of Control under the Advisory Agreement"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Hotel EBITDA financial
"Hotel EBITDA multiple is defined as the purchase price divided by the trailing 12 month EBITDA"
Hotel EBITDA is the operating profit a hotel generates before deducting interest, taxes, depreciation and amortization, showing the cash earned from running the rooms, food and services without counting financing costs or accounting for building wear. Investors use it to compare how well different hotels or brands perform, estimate property value and judge whether a hotel can cover debt and pay owners — like looking at how much cash a store makes before paying rent, loans and replacing old equipment.
net operating income financial
"Net operating income is the property’s hotel EBITDA minus a capital expense reserve"
Net operating income is the profit a business makes from its core operations after subtracting the costs directly related to running those operations, but before accounting for taxes, interest, or other expenses. It shows how efficiently a company is generating income from its main activities. Investors use this figure to assess the company's operational performance and profitability.
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): May 26, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS employer identification number) | ||||||||||||
| (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:
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 | ||||||||||||
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.
In conjunction with the sale, the Company repaid the $70.5 million mortgage loan secured by the Hotel and retained approximately $104.5 million of net proceeds after payment of transaction costs and the release of operating cash held at the Hotel.
ITEM 7.01 REGULATION FD DISCLOSURE.
On June 1, 2026, the Company issued a press release announcing the closing of the sale of the Hotel. Additionally, the Company announced the repayment of its 4.50% Convertible Senior Notes due 2026, together with all accrued and unpaid interest thereon. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 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, except as shall be expressly set forth by specific reference in such filing.
ITEM 8.01 OTHER EVENTS.
On June 1, 2026, the Company repaid in full, at scheduled maturity, the outstanding principal amount of approximately $86.25 million of its 4.50% Convertible Senior Notes due 2026 (the “Notes”), together with all accrued and unpaid interest thereon. The Notes were issued pursuant to the Indenture, dated as of May 18, 2021 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Following such repayment, all of the Company’s obligations under the Notes and the Indenture have been satisfied and discharged in accordance with their terms, and the Indenture has been terminated.
The Company funded the repayment of the Notes with proceeds from the disposition of the Hotel.
As previously disclosed, on December 22, 2025, the Company and Braemar Hospitality Limited Partnership, the operating subsidiary of the Company (“Braemar OP”), entered into an Amendment (the “Amendment”) to the letter agreement, dated as of August 26, 2025 (the “Letter Agreement”), by and among the Company, Braemar OP, Ashford Inc. and Ashford Hospitality Advisors LLC (together with Ashford Inc., the “Advisor”). The Advisor serves as the external advisor to the Company and Braemar OP.
As previously disclosed, the Letter Agreement was entered into with respect to that certain Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018, by and among the Company, Braemar OP, Braemar TRS Corporation and the Advisor (as amended, the “Advisory Agreement”), in connection with the Company’s exploration of a potential sale of the Company.
The Amendment was entered into in order to eliminate unintended ambiguity regarding the circumstances under which the aforementioned termination fees become due and payable to the Advisor and the timing of payment in order to more fully reflect the parties’ original intent under the Letter Agreement and ensure consistency across potential transaction structures in how the proceeds from a Company Sale Transaction are applied.
The sale of the Hotel, taken together with the sale of other properties during the applicable twelve-month and thirty-six-month lookback periods, does not, the Company believes, exceed the threshold that constitutes a Change of Control under the Advisory Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information for the Company as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
(d) Exhibits
Exhibit Number 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 Letter Agreement, dated August 26, 2025, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Ashford Inc. and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on August 26, 2025) (File No. 001-35972).
10.3 Amendment to Letter Agreement, dated December 22, 2025, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Ashford Inc. and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on December 23, 2025) (File No. 001-35972).
99.1** Press Release of the Company, dated June 1, 2026
99.2* 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)
___________________________________
*Filed herewith.
**Furnished herewith.
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 1, 2026 | By: | /s/ Justin Coe | ||||||
| Justin Coe | ||||||||
| Chief Accounting Officer | ||||||||
EXHIBIT 99.1
NEWS RELEASE
| Contact: | Justin Coe | Allison Beach | Joseph Calabrese | ||||||||
| Chief Accounting Officer | Media Contact | Financial Relations Board | |||||||||
| 972-778-9795 | abeach@ashfordinc.com | 212- 827-3772 | |||||||||
BRAEMAR HOTELS & RESORTS ANNOUNCES CLOSING ON SALE OF PARK HYATT BEAVER CREEK RESORT & SPA
DALLAS, June 1, 2026 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today that it has closed on the previously announced sale of the 193-room Park Hyatt Beaver Creek Resort & Spa for $176 million ($912,000 per key). The sale price represents a 4.6% capitalization rate on net operating income for the trailing 12 months ended March 2026.
“The sale of Park Hyatt Beaver Creek was a fantastic outcome for the Company and our shareholders,” said Richard J. Stockton, President and Chief Executive Officer. “Acquired in 2017 for $145.5 million, this asset was a key representation of Braemar's strategy of owning high-quality luxury properties in attractive locations. Over our nine-year hold, we generated strong cash flow and meaningfully grew the value, ultimately selling for $176 million and delivering a compelling return for our investors. The transaction also eliminates a near-term debt maturity and generates substantial net proceeds after repayment, further strengthening our balance sheet as we advance our strategic alternatives process.”
In conjunction with the sale, the Company repaid the $70.5 million mortgage loan secured by the property and retained approximately $104.5 million of net proceeds after payment of transfer taxes, transaction costs, and the release of operating cash held at the property. The Company used a portion of the net proceeds to repay in full its 4.50% Convertible Senior Notes on June 1, 2026.
This property sale, taken together with the sale of other properties during the applicable twelve-month and thirty-six-month lookback periods, does not, the Company believes, exceed the threshold that constitutes a Change of Control under the advisory agreement, as amended, with Ashford Inc.
About Braemar Hotels & Resorts
Braemar Hotels & Resorts Inc. (NYSE: BHR) is a real estate investment trust (REIT) focused on the high-growth luxury hotel and resort sector. The Company targets high-performance luxury urban and resort properties, specializing in assets that generate revenue per available room (RevPAR) at least twice the U.S. national average. Its industry-leading portfolio features luxury properties across the United States and the U.S. territories in the Caribbean. Externally advised by Ashford Hospitality Advisors LLC, Braemar leverages deep industry expertise and disciplined asset management to drive outsized performance.
| Braemar Hotels & Resorts Inc. | ||||||||
| Park Hyatt Beaver Creek Resort & Spa | ||||||||
| Reconciliation of Hotel Net Income (Loss) to Hotel EBITDA and Hotel Net Operating Income | ||||||||
| (unaudited, in millions) | ||||||||
| 12 Months Ended | ||||||||
| March 31, 2026 | ||||||||
| Net income (loss) | $ | (3.0) | ||||||
| Interest expense | 5.0 | |||||||
| Depreciation and amortization | 7.8 | |||||||
| Hotel EBITDA | $ | 9.8 | ||||||
| Capital reserve | (1.8) | |||||||
| Hotel Net Operating Income | $ | 8.0 | ||||||
_________
All information in this table is based upon unaudited operating financial data for the twelve month period ended March 31, 2026. This data has not been audited or reviewed by the Company’s independent registered public accounting firm. The financial information presented could change.
EBITDA is defined as net income (loss), computed in accordance with generally accepted accounting principles (“GAAP”), before interest, taxes, depreciation and amortization. Hotel EBITDA multiple is defined as the purchase price divided by the trailing 12 month EBITDA. A capitalization rate is determined by dividing the property’s annual net operating income by the purchase price. Net operating income is the property’s hotel EBITDA minus a capital expense reserve of 4% of gross revenue.
Forward-Looking Statements
Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the federal securities regulations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: our business and investment strategy; anticipated or expected purchases, sales or dispositions of assets; our projected operating results; completion of any pending transactions; our ability to restructure existing property-level indebtedness; our ability to secure additional financing to
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enable us to operate our business; our understanding of our competition; projected capital expenditures; and the impact of technology on our operations and business. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. These and other risk factors are more fully discussed in the Company's filings with the SEC.
The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We will not publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise except to the extent required by law.
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EXHIBIT 99.2
On May 26, 2026, Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) completed the sale of the Park Hyatt Beaver Creek Resort & Spa (“Park Hyatt Beaver Creek”) located in Avon, Colorado for approximately $174.7 million in cash, net of transfer taxes and selling expenses. Additionally, the Company repaid the $70.5 million mortgage loan secured by the Park Hyatt Beaver Creek.
The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 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 March 31, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the three months ended March 31, 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 Park Hyatt Beaver Creek 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 Park Hyatt Beaver Creek 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
March 31, 2026
(in thousands, except share and per share amounts)
| Braemar Consolidated Historical (A) | Park Hyatt Beaver Creek (B) | Adjustments | Braemar Consolidated Pro Forma | ||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Investment in hotel properties, gross | $ | 1,906,327 | $ | 183,010 | $ | — | $ | 1,723,317 | |||||||||||||||
| Accumulated depreciation | (361,588) | (28,646) | — | (332,942) | |||||||||||||||||||
| Investment in hotel properties, net | 1,544,739 | 154,364 | — | 1,390,375 | |||||||||||||||||||
| Cash and cash equivalents | 93,385 | 8,863 | 174,739 | (C) (i) | 191,615 | ||||||||||||||||||
| 2,854 | (C) (i) | ||||||||||||||||||||||
| (70,500) | (C) (ii) | ||||||||||||||||||||||
| Restricted cash | 55,357 | 790 | — | 54,567 | |||||||||||||||||||
| Accounts receivable, net of allowance | 37,045 | 2,696 | — | 34,349 | |||||||||||||||||||
| Inventories | 4,870 | 471 | — | 4,399 | |||||||||||||||||||
| Note receivable | 9,045 | — | — | 9,045 | |||||||||||||||||||
| Prepaid expenses | 8,286 | 630 | — | 7,656 | |||||||||||||||||||
| Deposit paid to Ashford Inc. | 17,000 | — | — | 17,000 | |||||||||||||||||||
| Deferred costs, net | 74 | — | — | 74 | |||||||||||||||||||
| Derivative assets | 341 | — | — | 341 | |||||||||||||||||||
| Operating lease right-of-use assets | 30,597 | — | — | 30,597 | |||||||||||||||||||
| Other assets | 17,685 | 3,991 | — | 13,694 | |||||||||||||||||||
| Intangible assets, net | 2,652 | — | — | 2,652 | |||||||||||||||||||
| Due from related parties, net | 367 | — | — | 367 | |||||||||||||||||||
| Due from third-party hotel managers | 28,054 | — | — | 28,054 | |||||||||||||||||||
| Total assets | $ | 1,849,497 | $ | 171,805 | $ | 107,093 | $ | 1,784,785 | |||||||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Indebtedness, net | $ | 1,106,029 | $ | 70,500 | $ | — | $ | 1,035,529 | |||||||||||||||
| Accounts payable and accrued expenses | 139,573 | 8,682 | — | 130,891 | |||||||||||||||||||
| Redeemable preferred stock redemptions payable | 46,719 | — | — | 46,719 | |||||||||||||||||||
| Dividends and distributions payable | 3,907 | — | — | 3,907 | |||||||||||||||||||
| Due to Ashford Inc., net | 1,924 | 33 | — | 1,891 | |||||||||||||||||||
| Due to third-party hotel managers | 3,392 | 1,881 | — | 1,511 | |||||||||||||||||||
| Operating lease liabilities | 20,058 | — | — | 20,058 | |||||||||||||||||||
| Other liabilities | 24,963 | — | — | 24,963 | |||||||||||||||||||
| Total liabilities | 1,346,565 | 81,096 | — | 1,265,469 | |||||||||||||||||||
| 5.50% Series B cumulative convertible preferred stock, $0.01 par value, 3,078,017 shares issued and outstanding at March 31, 2026 | 65,426 | — | — | 65,426 | |||||||||||||||||||
| Series E redeemable preferred stock, $0.01 par value, 9,561,665 shares issued and outstanding at March 31, 2026 | 239,042 | — | — | 239,042 | |||||||||||||||||||
| Series M redeemable preferred stock, $0.01 par value, 1,337,328 shares issued and outstanding at March 31, 2026 | 33,450 | — | — | 33,450 | |||||||||||||||||||
| Redeemable noncontrolling interests in operating partnership | 15,925 | — | — | 15,925 | |||||||||||||||||||
| 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 March 31, 2026 | 16 | — | — | 16 | |||||||||||||||||||
| Common stock, $0.01 par value, 250,000,000 shares authorized, 68,679,318 shares issued and outstanding at March 31, 2026 | 687 | — | — | 687 | |||||||||||||||||||
| Additional paid-in capital | 707,874 | 90,709 | 158,355 | (C) (i) | 707,874 | ||||||||||||||||||
| 2,854 | (C) (i) | ||||||||||||||||||||||
| (70,500) | (C) (ii) | ||||||||||||||||||||||
| Accumulated deficit | (561,566) | — | 16,384 | (C) (i) | (545,182) | ||||||||||||||||||
| Total stockholders’ equity of the Company | 147,011 | 90,709 | 107,093 | 163,395 | |||||||||||||||||||
| Noncontrolling interest in consolidated entities | 2,078 | — | — | 2,078 | |||||||||||||||||||
| Total equity | 149,089 | 90,709 | 107,093 | 165,473 | |||||||||||||||||||
| Total liabilities and equity | $ | 1,849,497 | $ | 171,805 | $ | 107,093 | $ | 1,784,785 | |||||||||||||||
See accompanying notes.
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(A)Represents the historical consolidated balance sheet of Braemar as of March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 7, 2026.
(B)Represents the removal of the historical balance sheet of the Park Hyatt Beaver Creek as of March 31, 2026.
(C)Represents adjustments for Braemar’s disposition of the Park Hyatt Beaver Creek as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $174.7 million, net of selling expenses, and cash received for hotel net working capital; and (ii) the cash paid to repay the mortgage loan secured by the Park Hyatt Beaver Creek.
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BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2025
(in thousands, except per share amounts)
| Braemar Consolidated Historical (A) | Park Hyatt Beaver Creek (B) | Adjustments | Braemar Consolidated Pro Forma | ||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||
| Rooms | $ | 428,990 | $ | 22,903 | $ | — | $ | 406,087 | |||||||||||||||
| Food and beverage | 179,538 | 13,699 | — | 165,839 | |||||||||||||||||||
| Other | 95,487 | 8,891 | — | 86,596 | |||||||||||||||||||
| Total hotel revenue | 704,015 | 45,493 | — | 658,522 | |||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||
| Hotel operating expenses: | |||||||||||||||||||||||
| Rooms | 104,367 | 4,704 | — | 99,663 | |||||||||||||||||||
| Food and beverage | 141,846 | 9,981 | — | 131,865 | |||||||||||||||||||
| Other expenses | 223,977 | 16,553 | — | 207,424 | |||||||||||||||||||
| Management fees | 21,995 | 1,296 | — | 20,699 | |||||||||||||||||||
| Total hotel operating expenses | 492,185 | 32,534 | — | 459,651 | |||||||||||||||||||
| Property taxes, insurance and other | 34,253 | 2,235 | — | 32,018 | |||||||||||||||||||
| Depreciation and amortization | 92,578 | 7,127 | — | 85,451 | |||||||||||||||||||
| Impairment charges | 54,492 | — | — | 54,492 | |||||||||||||||||||
| Advisory services fee | 29,186 | — | — | 29,186 | |||||||||||||||||||
| Corporate general and administrative | 11,754 | — | — | 11,754 | |||||||||||||||||||
| Total expenses | 714,448 | 41,896 | — | 672,552 | |||||||||||||||||||
| Gain (loss) on disposition of assets and hotel property | 82,797 | — | 16,384 | (C) (i) | 99,181 | ||||||||||||||||||
| OPERATING INCOME (LOSS) | 72,364 | 3,597 | 16,384 | 85,151 | |||||||||||||||||||
| Equity in earnings (loss) of unconsolidated entity | (56) | — | — | (56) | |||||||||||||||||||
| Interest income | 6,246 | — | — | 6,246 | |||||||||||||||||||
| Other income (expense) | (1,572) | — | — | (1,572) | |||||||||||||||||||
| Interest expense and amortization of premiums and loan costs | (98,539) | (5,080) | — | (93,459) | |||||||||||||||||||
| Write-off of premiums, loan costs and exit fees | (1,833) | — | — | (1,833) | |||||||||||||||||||
| Gain (loss) on extinguishment of debt | (2,686) | — | — | (2,686) | |||||||||||||||||||
| Unrealized gain (loss) on derivatives | (355) | — | — | (355) | |||||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | (26,431) | (1,483) | 16,384 | (8,564) | |||||||||||||||||||
| Income tax (expense) benefit | (1,979) | — | — | (C) (ii) | (1,979) | ||||||||||||||||||
| NET INCOME (LOSS) | (28,410) | (1,483) | 16,384 | (10,543) | |||||||||||||||||||
| (Income) loss attributable to noncontrolling interest in consolidated entities | 325 | — | — | 325 | |||||||||||||||||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 5,767 | — | (1,235) | (C) (iii) | 4,532 | ||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (22,318) | (1,483) | 15,149 | (5,686) | |||||||||||||||||||
| 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) | $ | (1,483) | $ | 15,149 | $ | (56,071) | |||||||||||||||
| INCOME (LOSS) PER SHARE - BASIC: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (1.07) | $ | (0.83) | |||||||||||||||||||
| Weighted average common shares outstanding—basic | 67,621 | 67,621 | |||||||||||||||||||||
| INCOME (LOSS) PER SHARE - DILUTED: | |||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (1.07) | $ | (0.83) | |||||||||||||||||||
| Weighted average common shares outstanding—diluted | 67,621 | 67,621 | |||||||||||||||||||||
See accompanying notes.
4
BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended March 31, 2026
(in thousands, except per share amounts)
| Braemar Consolidated Historical (A) | Park Hyatt Beaver Creek (B) | Adjustments | Braemar Consolidated Pro Forma | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Rooms | $ | 128,801 | $ | 13,049 | $ | — | $ | 115,752 | |||||||||||||||
| Food and beverage | 52,342 | 5,349 | — | 46,993 | |||||||||||||||||||
| Other | 27,840 | 3,377 | — | 24,463 | |||||||||||||||||||
| Total hotel revenue | 208,983 | 21,775 | — | 187,208 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Hotel operating expenses: | |||||||||||||||||||||||
| Rooms | 24,878 | 1,753 | — | 23,125 | |||||||||||||||||||
| Food and beverage | 38,910 | 3,919 | — | 34,991 | |||||||||||||||||||
| Other expenses | 59,878 | 5,956 | — | 53,922 | |||||||||||||||||||
| Management fees | 6,194 | 627 | — | 5,567 | |||||||||||||||||||
| Total hotel operating expenses | 129,860 | 12,255 | — | 117,605 | |||||||||||||||||||
| Property taxes, insurance and other | 4,652 | 583 | — | 4,069 | |||||||||||||||||||
| Depreciation and amortization | 22,579 | 2,190 | — | 20,389 | |||||||||||||||||||
| Advisory services fee | 7,404 | — | — | 7,404 | |||||||||||||||||||
| Corporate general and administrative | 4,867 | — | — | 4,867 | |||||||||||||||||||
| Total operating expenses | 169,362 | 15,028 | — | 154,334 | |||||||||||||||||||
| Gain (loss) on disposition of assets and hotel properties | 3 | — | — | 3 | |||||||||||||||||||
| Operating income (loss) | 39,624 | 6,747 | — | 32,877 | |||||||||||||||||||
| Equity in earnings (loss) of unconsolidated entity | (31) | — | — | (31) | |||||||||||||||||||
| Interest income | 810 | — | — | 810 | |||||||||||||||||||
| Interest expense and amortization of loan costs | (21,195) | (1,154) | — | (20,041) | |||||||||||||||||||
| Write-off of premiums, loan costs and exit fees | (5) | — | — | (5) | |||||||||||||||||||
| Unrealized gain (loss) on derivatives | 248 | — | — | 248 | |||||||||||||||||||
| Income (loss) before income taxes | 19,451 | 5,593 | — | 13,858 | |||||||||||||||||||
| Income tax (expense) benefit | (1,417) | — | 418 | (C) (ii) | (999) | ||||||||||||||||||
| Net income (loss) | 18,034 | 5,593 | 418 | 12,859 | |||||||||||||||||||
| (Income) loss from consolidated entities attributable to noncontrolling interests | 17 | — | — | 17 | |||||||||||||||||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (347) | — | 342 | (C) (iii) | (5) | ||||||||||||||||||
| Net income (loss) attributable to the Company | 17,704 | 5,593 | 760 | 12,871 | |||||||||||||||||||
| Preferred dividends | (8,040) | — | — | (8,040) | |||||||||||||||||||
| Deemed dividend on preferred stock | (4,763) | — | — | (4,763) | |||||||||||||||||||
| Net income (loss) available to common stockholders | $ | 4,901 | $ | 5,593 | $ | 760 | $ | 68 | |||||||||||||||
| Income (loss) per share – basic: | |||||||||||||||||||||||
| Income (loss) attributable to common stockholders | $ | 0.07 | $ | — | |||||||||||||||||||
| Weighted average common shares outstanding—basic | 68,432 | 68,432 | |||||||||||||||||||||
| Income (loss) per share – diluted: | |||||||||||||||||||||||
| Income (loss) attributable to common stockholders | $ | 0.07 | $ | — | |||||||||||||||||||
| Weighted average common shares outstanding—diluted | 100,289 | 68,432 | |||||||||||||||||||||
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 three months ended March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 7, 2026.
(B)Represents the removal of the historical consolidated statements of operations of the Park Hyatt Beaver Creek for the year ended December 31, 2025, and the three months ended March 31, 2026.
(C)Represents adjustments for the Company’s sale of the Park Hyatt Beaver Creek, which includes: (i) the estimated non-recurring gain on the disposition of the Park Hyatt Beaver Creek for the year ended December 31, 2025; (ii) an adjustment for the estimated tax effect of the hotel no longer being part of the consolidated group for the three months ended March 31, 2026; and (iii) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of the Park Hyatt Beaver Creek, 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 6.61% for the three months ended March 31, 2026. There is no material additional estimated tax effect associated with the hotel no longer being part of the consolidated group for the year ended December 31, 2025. The pro forma gain and the related tax effects, resulting from the disposition of the Park Hyatt Beaver Creek are preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
6
FAQ
What asset did Braemar Hotels & Resorts (BHR) sell and for how much?
Braemar sold the 193-room Park Hyatt Beaver Creek Resort & Spa in Avon, Colorado for $176 million in cash. The price equates to about $912,000 per key and reflects a 4.6% capitalization rate on trailing twelve-month net operating income to March 2026.
How did Braemar (BHR) use the proceeds from the Park Hyatt Beaver Creek sale?
After repaying the $70.5 million mortgage on the hotel, Braemar retained roughly $104.5 million of net proceeds. A portion funded full repayment of about $86.25 million of its 4.50% Convertible Senior Notes due 2026, together with accrued and unpaid interest.
What financial performance metrics were disclosed for Park Hyatt Beaver Creek?
For the twelve months ended March 31, 2026, Park Hyatt Beaver Creek generated Hotel EBITDA of $9.8 million and Hotel Net Operating Income of $8.0 million. The sale price implies a 4.6% capitalization rate based on that net operating income figure.
How does the Park Hyatt Beaver Creek sale affect Braemar’s pro forma results?
Pro forma statements remove Park Hyatt Beaver Creek’s assets, liabilities, and operations. For 2025, they reflect a preliminary $16.384 million gain on the sale, reducing pro forma net loss attributable to the company’s stockholders from $72.703 million to $56.071 million.
Did the Park Hyatt Beaver Creek sale trigger a change of control under Braemar’s advisory agreement?
Braemar states that this property sale, together with other asset sales during the relevant twelve‑ and thirty‑six‑month lookback periods, does not exceed the Change of Control threshold under its advisory agreement with Ashford Inc., as amended by earlier letters and an amendment.
What changes occurred to Braemar’s debt profile after these transactions?
The company repaid the $70.5 million mortgage secured by Park Hyatt Beaver Creek and fully repaid about $86.25 million of 4.50% Convertible Senior Notes due 2026. Following repayment, all obligations under the notes and indenture were satisfied and discharged.