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Item 9A. Controls and Procedures

2025-03-12 compared with 2024-03-14 · 31 added, 18 removed, 314 unchanged (13% of the section changed)

11 unchanged sentences

In making the assessment of the effectiveness of our internal control over financial reporting, management has utilized the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, (2013 framework) (“COSO”).

We previously identified a material weakness related to the review controls over accounting for treatment of deemed dividends on redeemable preferred stock in arriving at net income (loss) attributable to common stockholders as of December 31, 2022.

The Company implemented new controls whereby management evaluates the treatment of complex transactions including but not limited to deemed dividends on redeemable preferred stock in arriving at net income (loss) attributable to common stockholders, and where appropriate, engages third-party accounting experts to assist management in assessing the accounting in its consolidated financial statements.

The Company tested the controls that were implemented and concluded that the controls were operating effectively as of December 31, 2023.

As a result, management concluded that the material weakness was remediated as of December 31, 2023.

Based on management’s assessment of these criteria, we concluded that, as of December 31, 2024, our internal control over financial reporting is effective.

37 unchanged sentences

and Ashford LLC (the “2025 Advisory Agreement Limited Waiver”).

Pursuant to the Advisory Agreement Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during calendar year 2024, cash incentive compensation to employees and other representatives of the Advisor.

The foregoing description of the Advisory Agreement Limited Waiver contained in this Item 9B does not purport to be complete and is subject to and qualified in its entirety by the full text of the agreement, a copy of which is attached hereto as Exhibit 10.38 and incorporated herein by reference.

Pursuant to the 2025 Advisory Agreement Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in our 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 2025, cash incentive compensation to employees and other representatives of the Advisor.

The foregoing description of the 2025 Advisory Agreement Limited Waiver contained in this Item 9B does not purport to be complete and is subject to and qualified in its entirety by the full text of the agreements, of which a copy is attached hereto as Exhibit 10.46 and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

32 unchanged sentences

3.2 Fifth Amended and Restated Bylaws, as amended by Amendment No.

1 on February 27, 2024, adopted on February 27, 2024 (incorporated by reference to Exhibit 3.

2 to the Current Report on Form 8-K filed on March 1 , 2024) (File No.

1 on February 27, 2024, adopted on February 27, 2024 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on March 1, 2024) (File No.

3.3 Articles of Amendment of Ashford Hospitality Prime, Inc.

9 unchanged sentences

3.9 Articles Supplementary Establishing the Series E Redeemable Preferred Stock of Braemar Hotels & Resorts Inc., accepted for record and certified by the SDAT on April 2, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 2, 2021) (File No.

Number Exhibit Description

3.10 Certificate of Correction of Series E Articles Supplementary of Braemar Hotels & Resorts Inc., accepted for record and certified by the SDAT on November 4, 2021 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on November 5, 2021) (File No.

39 unchanged sentences

10.6 Option Agreement Pier House Resort & Spa by and between Ashford Hospitality Prime Limited Partnership and Ashford Hospitality Limited Partnership with respect to the Properties Entities, and Ashford TRS Corporation and Ashford Prime TRS Corporation with respect to the TRS Entity, dated November 19, 2013 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on November 25, 2013) (File No.

Number Exhibit Description

10.7 Amended and Restated Braemar Mutual Exclusivity Agreement, dated August 8, 2018, by and among Braemar Hospitality Limited Partnership, Braemar Hotels & Resorts Inc., Remington Lodging & Hospitality, LLC, as consented to by Monty J.

33 unchanged sentences

and each of its executive officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 8, 2017) (File No.

Number Exhibit Description

10.23 Agreement of Purchase and Sale, dated January 13, 2017 between Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership and Hotel Yountville, LLC a California limited liability company, Hotel Yountville Holdings, LLC, a California limited liability company, Altamura Family, LLC, a California limited liability company, and George Altamura, Jr., LLC, a California limited liability company (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed on May 9, 2017) (File No.

25 unchanged sentences

10.36 Credit Agreement, dated as of July 31, 2023, by and among Braemar Hospitality Limited Partnership, Braemar Hotels & Resorts Inc., the lenders party thereto and Bank of America, N.A.(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 1, 2023) (File No.

Am endment No.

2 to the Master Project Management Agreement, dated as of February 12, 2024, by and among Braemar TRS Corporation, CHH III Tenant Parent Corp., RC Hotels ( Virgin Islands), Inc., Premier Project Management LLC and Br aemar H ospitality Limited Partnership .

Limited Waiver Under Advisory Ag reement, dated as of March 1 1 , 2024, b y and among Braemar H otels & Resorts Inc., Br aemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC .

F irst Amendment to Credit Agreement, dated as of February 21 , 2024, by and among Braemar Hospitality Limited Par t nership, B r aem ar Hotels & Resorts , I nc., the lenders party thereto and Ba nk of America, N.A.

10.37 Amendment No.

2 to the Master Project Management Agreement, dated as of February 12, 2024, by and among Braemar TRS Corporation, CHH III Tenant Parent Corp., RC Hotels (Virgin Islands), Inc., Premier Project Management LLC and Braemar Hospitality Limited Partnership.

(incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K filed on March 14, 2024 (File No.

10.38 Limited Waiver Under Advisory Agreement, dated as of March 11, 2024, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC.

(incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K filed on March 14, 2024 (File No.

Number Exhibit Description

10.39 First Amendment to Credit Agreement, dated as of February 21, 2024, by and among Braemar Hospitality Limited Partnership, Braemar Hotels & Resorts Inc., the lenders party thereto and Bank of America, N.A.

(incorporated by reference to Exhibit 10.39 to the Annual Report on Form 10-K filed on March 14, 2024 (File No.

10.40 Agreement of Purchase and Sale, dated as of May 6, 2024, by and among JRK Torrey Pines Hotel Owner LLC and CHH Torrey Pines Hotel Partners, LP and CHH Torrey Pines Tenant Corp.

(incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on August 8, 2024 (File No.

10.41 Cooperation Agreement, dated July 2, 2024, by and among Braemar Hotels & Resorts Inc., Ashford Hospitality Trust, Inc., Ashford Inc., Blackwells Capital LLC, Blackwells Onshore I LLC, Blackwells Holding Co.

LLC, Vandewater Capital Holdings, LLC, Blackwells Asset Management LLC, BW Coinvest Management I LLC and Jason Aintabi (incorporated by reference to Exhibit 10.1 to the Current Report on 8-K filed on July 2, 2024) (File No.

10.42 Share Ownership Agreement, dated July 2, 2024, by and among Braemar Hotels & Resorts Inc., Ashford Hospitality Trust, Inc., Ashford Inc., Blackwells Capital LLC, Blackwells Onshore I LLC, Blackwells Holding Co.

LLC, Vandewater Capital Holdings, LLC, Blackwells Asset Management LLC, BW Coinvest Management I LLC and Jason Aintabi (incorporated by reference to Exhibit 10.2 to the Current Report on 8-K filed on July 2, 2024) (File No.

10.43 Loan Agreement, dated July 2, 2024, by and between BW Coinvest I, LLC, Jason Aintabi, Vandewater Capital Holdings, LLC, Blackwells Holding Co.

LLC, Blackwells Asset Management LLC and Braemar Hospitality Limited Partnership (incorporated by reference to Exhibit 10.3 to the Current Report on 8-K filed on July 2, 2024) (File No.

10.44 Limited Waiver Under Advisory Agreement, dated August 8, 2024, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc.

and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed on August 8, 2024 (File No.

Form of 202 5 Deferred Cash Award Agreement

Limited Waiver Under Advisory Agreement, dated as of March 10 , 202 5 , by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC.

19.1* Policy on Insider Trading and Compliance

21.1* List of Subsidiaries of Braemar Hotels & Resorts Inc.

53 unchanged sentences

Rebeca Odino-Johnson

/s/ KENNETH H.

Director March 12, 2025

/s/ ABTEEN VAZIRI Director March 14, 2024

Abteen Vaziri

/s/ REBECCA MUSSER

Director March 12, 2025

Rebecca Musser

/s/ MARY CANDACE EVANS Director March 12, 2025

20 unchanged sentences

$ 110,600 $ 45,721 $ 106,245 $ — $ 59,536 $ 45,721 $ 165,781 $ 211,502 $ 77,489 — April 2007 (1),(2),(3)

Hilton La Jolla Torrey Pines La Jolla, CA 66,600 — 114,614 — 7,644 — 122,258 122,258 55,311 — April 2007 (1),(2),(3)

Marriott Seattle Waterfront Seattle, WA 90,785 31,888 112,176 — 23,177 31,888 135,353 167,241 63,180 — April 2007 (1),(2),(3)

13 unchanged sentences

The Ritz-Carlton Reserve Dorado Beach Dorado, Puerto Rico 62,000 79,711 117,510 — 8,246 79,711 125,756 205,467 18,928 — March 2022 (1),(2),(3)

Four Seasons Resort Scottsdale

Scottsdale, AZ 140,000 70,248 197,610 — 4,285 70,248 201,895 272,143 10,406 — December 2022 (1),(2),(3)

Four Seasons Resort Scottsdale Scottsdale, AZ 140,000 70,248 197,610 — 8,538 70,248 206,148 276,396 20,765 — December 2022 (1),(2),(3)

Total $ 1,136,693 $ 634,603 $ 1,317,745 $ 353 $ 299,874 $ 634,956 $ 1,617,618 $ 2,252,574 $ 473,888

21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures