What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-08 · 316 added, 134 removed, 935 unchanged (32% of the section changed)

4 unchanged sentences

(unaudited, in thousands, except share and per share amounts)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Investments in hotel properties, gross $ 2,272,364 $ 2,252,574

29 unchanged sentences

Commitments and contingencies (note 15)

5.50 % Series B cumulative convertible preferred stock, $ 0.01 par value, 3,078,017 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

5.50 % Series B cumulative convertible preferred stock, $ 0.01 par value, 3,078,017 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

65,426 65,426

Series E redeemable preferred stock, $ 0.01 par value, 13,909,632 and 14,910,521 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Series E redeemable preferred stock, $ 0.01 par value, 13,391,250 and 14,910,521 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

320,585 352,502

Series M redeemable preferred stock, $ 0.01 par value, 1,459,040 and 1,476,621 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Series M redeemable preferred stock, $ 0.01 par value, 1,420,421 and 1,476,621 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

35,524 36,916

1 unchanged sentence

Preferred stock, $ 0.01 par value, 80,000,000 shares authorized:

8.25 % Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at March 31, 2025 and December 31, 2024

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 67,046,523 and 66,607,823 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

8.25 % Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at June 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 68,219,432 and 66,607,823 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 727,002 718,536

Accumulated other comprehensive income (loss)

( 135 ) ( 684 )

Accumulated deficit ( 502,437 ) ( 477,804 )

8 unchanged sentences

(unaudited, in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Rooms $ 109,824 $ 116,227 $ 245,916 $ 254,779

16 unchanged sentences

Interest income 1,519 1,072 3,407 1,868

Other income (expense) ( 1,250 ) — ( 1,250 ) —

Interest expense and amortization of discounts and loan costs ( 25,361 ) ( 27,285 ) ( 50,188 ) ( 53,776 )

Write-off of loan costs and exit fees ( 3 ) ( 82 ) ( 1,467 ) ( 803 )

Gain (loss) on extinguishment of debt — ( 22 ) — ( 22 )

Realized and unrealized gain (loss) on derivatives 15 326 ( 183 ) 1,258

19 unchanged sentences

(unaudited, in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

NET INCOME (LOSS) $ ( 6,841 ) $ ( 13,787 ) $ 3,831 $ 1,695

1 unchanged sentence

Unrealized gain (loss) on investment in securities

( 260 ) — 599 —

Total other comprehensive income (loss) ( 260 ) — 599 —

17 unchanged sentences

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Balance at March 31, 2025

1,600 $ 16 67,047 $ 669 $ 720,703 $ ( 482,575 ) $ 95 $ ( 3,431 ) $ 235,477 3,078 $ 65,426 13,910 $ 331,875 1,459 $ 36,489 $ 26,430

Purchase of common stock — — ( 293 ) ( 2 ) ( 699 ) — — — ( 701 ) — — — — — — —

Equity-based compensation — — — — ( 35 ) — — — ( 35 ) — — — — — — ( 12 )

Issuance of preferred stock — — — — — — — — — — — 29 725 1 40 —

Dividends declared – common stock ($ 0.05 /share)

— — — — — ( 3,430 ) — — ( 3,430 ) — — — — — — —

Dividends declared – preferred stock - Series B ($ 0.34 /share)

— — — — — ( 1,058 ) — — ( 1,058 ) — — — — — — —

Dividends declared – preferred stock - Series D ($ 0.52 /share)

— — — — — ( 825 ) — — ( 825 ) — — — — — — —

Dividends declared – preferred stock - Series E ($ 0.47 /share)

— — — — — ( 6,354 ) — — ( 6,354 ) — — — — — — —

Dividends declared – preferred stock - Series M ($ 0.53 /share)

— — — — — ( 755 ) — — ( 755 ) — — — — — — —

Contributions from noncontrolling interests — — — — — — — 2,120 2,120 — — — — — — —

Distributions to noncontrolling interests — — — — — — — ( 2,125 ) ( 2,125 ) — — — — — — ( 271 )

Redemption/conversion of operating partnership units — — 1,465 15 7,033 — — — 7,048 — — — — — — ( 7,048 )

Net income (loss) — — — — — ( 5,467 ) — 115 ( 5,352 ) — — — — — — ( 1,489 )

Unrealized gain (loss) on investment in securities

— — — — — — ( 230 ) — ( 230 ) — — — — — — ( 30 )

Redemption of preferred stock — — — — — — — — — — — ( 548 ) ( 13,574 ) ( 40 ) ( 1,005 ) —

Redemption value adjustment – preferred stock — — — — — ( 1,559 ) — — ( 1,559 ) — — — 1,559 — — —

Redemption value adjustment — — — — — ( 414 ) — — ( 414 ) — — — — — — 414

Balance at June 30, 2025

1,600 $ 16 68,219 $ 682 $ 727,002 $ ( 502,437 ) $ ( 135 ) $ ( 3,321 ) $ 221,807 3,078 $ 65,426 13,391 $ 320,585 1,420 $ 35,524 $ 17,994

8.25 % Series D Cumulative Preferred Stock

Common Stock Additional

Capital Accumulated Deficit Noncontrolling Interest in Consolidated Entities Total 5.50 % Series B Cumulative Convertible

Preferred Stock

Series E Redeemable

Preferred Stock Series M Redeemable

Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Balance at March 31, 2024

1,600 $ 16 66,477 $ 664 $ 718,606 $ ( 412,013 ) $ ( 9,677 ) $ 297,596 3,078 $ 65,426 16,163 $ 375,261 1,748 $ 43,694 $ 33,005

Equity-based compensation — — — — 296 — — 296 — — — — — — 839

Issuance of preferred stock — — — — — — — — — — 32 809 1 34 —

Issuance of restricted shares/units — — 45 1 ( 1 ) — — — — — — — — — —

Dividends declared – common stock ($ 0.05 /share)

— — — — — ( 3,347 ) — ( 3,347 ) — — — — — — —

Dividends declared – preferred stock - Series B ($ 0.34 /share)

— — — — — ( 1,058 ) — ( 1,058 ) — — — — — — —

Dividends declared – preferred stock-Series D ($ 0.52 /share)

— — — — — ( 825 ) — ( 825 ) — — — — — — —

Dividends declared – preferred stock - Series E ($ 0.47 /share)

— — — — — ( 7,570 ) — ( 7,570 ) — — — — — — —

Dividends declared – preferred stock - Series M ($ 0.52 /share)

— — — — — ( 876 ) — ( 876 ) — — — — — — —

Distributions to noncontrolling interests — — — — — — — — — — — — — — ( 368 )

Net income (loss) — — — — — ( 11,565 ) ( 303 ) ( 11,868 ) — — — — — — ( 1,919 )

Redemption of preferred stock — — — — — — — — — — ( 53 ) ( 1,249 ) ( 126 ) ( 3,159 ) —

Redemption value adjustment – preferred stock — — — — — ( 26 ) — ( 26 ) — — — 26 — — —

Redemption value adjustment — — — — — ( 22 ) — ( 22 ) — — — — — — 22

Balance at June 30, 2024

1,600 $ 16 66,522 $ 665 $ 718,901 $ ( 437,302 ) $ ( 9,980 ) $ 272,300 3,078 $ 65,426 16,142 $ 374,847 1,623 $ 40,569 $ 31,579

8.25 % Series D Cumulative Preferred Stock

Common Stock Additional

Capital Accumulated Deficit Accumulated Other Comprehensive Income/(loss)

Noncontrolling Interest in Consolidated Entities Total 5.50 % Series B Cumulative Convertible

Preferred Stock

Series E Redeemable

Preferred Stock Series M Redeemable

Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Balance at December 31, 2024

14 unchanged sentences

— — — — — ( 1,525 ) — — ( 1,525 ) — — — — — — —

Contributions from noncontrolling interests — — — — — — — 2,120 2,120 — — — — — — —

Distributions to noncontrolling interests — — — — — — — ( 2,125 ) ( 2,125 ) — — — — — — ( 615 )

7 unchanged sentences

Redemption value adjustment — — — — — 734 — — 734 — — — — — — ( 734 )

Balance at March 31, 2025

Balance at June 30, 2025

1,600 $ 16 68,219 $ 682 $ 727,002 $ ( 502,437 ) $ ( 135 ) $ ( 3,321 ) $ 221,807 3,078 $ 65,426 13,391 $ 320,585 1,420 $ 35,524 $ 17,994

26 unchanged sentences

Redemption value adjustment — — — — — ( 15 ) — ( 15 ) — — — — — — 15

Balance at March 31, 2024

Balance at June 30, 2024

1,600 $ 16 66,522 $ 665 718,901 $ ( 437,302 ) $ ( 9,980 ) $ 272,300 3,078 $ 65,426 16,142 $ 374,847 1,623 $ 40,569 $ 31,579

4 unchanged sentences

(unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

Bad debt expense 8 248

(Gain) loss on extinguishment of debt — 22

Amortization of loan costs, discounts and capitalized default interest 5,143 2,976

3 unchanged sentences

Interest expense accretion on refundable membership club deposits 286 310

Realized (gain) loss on sale of securities

Realized and unrealized (gain) loss on derivatives 183 ( 1,258 )

16 unchanged sentences

Proceeds from property insurance 3,112 542

Proceeds from sale of investment in securities

Acquisition of land

Improvements and additions to hotel properties ( 33,012 ) ( 39,224 )

6 unchanged sentences

Proceeds from derivatives 424 3,275

Purchase of common stock ( 51 ) ( 369 )

Payments for dividends and distributions ( 24,202 ) ( 26,244 )

Contributions from noncontrolling interest in consolidated entities 306 —

Redemption of operating partnership units ( 92 ) —

6 unchanged sentences

$ 135,689 $ 181,059

Three Months Ended March 31,

Six Months Ended June 30,

SUPPLEMENTAL CASH FLOW INFORMATION

4 unchanged sentences

Common stock purchases accrued but not paid 750 —

Assumption of debt in acquisition of land

Capital expenditures accrued but not paid 8,300 12,972

Distributions declared but not paid to a noncontrolling interest in a consolidated entity 2,125 3,723

Non-cash preferred stock dividends 1,602 1,708

2 unchanged sentences

Non-cash redemption of common units

Non-cash consideration for acquisition of land

SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

6 unchanged sentences

$ 135,689 $ 166,946

Cash and cash equivalents at end of period included in assets held for sale — 5,711

Restricted cash at end of period included in assets held for sale

Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale)

$ 135,689 $ 181,059

See Notes to Condensed Consolidated Financial Statements.

17 unchanged sentences

instead, we contractually engage hotel management companies to operate them for us under management contracts.

Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages four of our 15 hotel properties as of March 31, 2025.

Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages five of our 15 hotel properties as of June 30, 2025.

Third-party management companies manage the remaining hotel properties.

2 unchanged sentences

These products and services include, but are not limited to, design and construction services, debt placement and related services, broker-dealer and distribution services, audio visual services, real estate advisory and brokerage services, insurance policies covering general liability, workers compensation and business automobile claims, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services and cash management services.

The accompanying condensed consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of March 31, 2025, own 15 hotel properties in seven states, the District of Columbia, Puerto Rico and the U.S.

The accompanying condensed consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of June 30, 2025, own 15 hotel properties in seven states, the District of Columbia, Puerto Rico and the U.S.

Virgin Islands (“USVI”).

2 unchanged sentences

As a REIT, Braemar is required to comply with limitations imposed by the Code related to operating hotels.

As of March 31, 2025, 14 of our 15 hotel properties were leased by wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes (collectively, the TRS entities are referred to as “Braemar TRS”).

As of June 30, 2025, 14 of our 15 hotel properties were leased by wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes (collectively, the TRS entities are referred to as “Braemar TRS”).

One hotel property, located in the USVI, is owned by our USVI TRS.

1 unchanged sentence

Hotel operating results related to the hotel properties are included in the condensed consolidated statements of operations.

As of March 31, 2025, 13 of the 15 hotel properties were leased by Braemar’s wholly-owned TRS and the one hotel property majority-owned through a consolidated partnership was leased to a TRS wholly-owned by such consolidated partnership.

As of June 30, 2025, 13 of the 15 hotel properties were leased by Braemar’s wholly-owned TRS and the one hotel property majority-owned through a consolidated partnership was leased to a TRS wholly-owned by such consolidated partnership.

Each leased hotel is leased under a percentage lease that provides for each lessee to pay in each calendar month the base rent plus, in each calendar quarter, percentage rent, if any, based on hotel revenues.

Lease revenue from Braemar TRS is eliminated in consolidation as of March 31, 2025.

The hotel properties are operated under management contracts with Marriott Hotel Services, LLC (“Marriott”), Hilton Management LLC (“Hilton”), Accor Management US Inc.

(“Accor”), Four Seasons Hotels Limited (“Four Seasons”), Hyatt Corporation (“Hyatt”), The Ritz-Carlton Hotel Company, L.L.C.

Lease revenue from Braemar TRS is eliminated in consolidation as of June 30, 2025.

The hotel properties are operated under management contracts with Marriott Hotel Services, LLC (“Marriott”), Hilton Management LLC (“Hilton”), Four Seasons Hotels Limited (“Four Seasons”), Hyatt Corporation (“Hyatt”), The Ritz-Carlton Hotel Company, L.L.C.

and its affiliates, each of which is also an affiliate of Marriott (“Ritz-Carlton”), and Remington Hospitality, which are eligible independent contractors under the Code.

4 unchanged sentences

These condensed consolidated financial statements include the accounts of Braemar Hotels & Resorts Inc., its majority-owned subsidiaries, and its majority-owned entities in which it has a controlling interest.

All intercompany accounts and transactions

All intercompany accounts and transactions between consolidated entities have been eliminated in these condensed consolidated financial statements.

We have condensed

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

between consolidated entities have been eliminated in these condensed consolidated financial statements.

We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements.

or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements.

We believe the disclosures made herein are adequate to prevent the information presented from being misleading.

8 unchanged sentences

• Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results.

Consequently, operating results for the three months ended March 31, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Consequently, operating results for the three and six months ended June 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

• On July 17, 2024, we sold the Hilton La Jolla Torrey Pines.

6 unchanged sentences

The amendments in this ASU may be applied prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or the amendments may be applied retrospectively by providing the revised disclosures for all periods presented.

As of March 31, 2025, the Company has not adopted this ASU.

As of June 30, 2025, the Company has not adopted this ASU.

The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements.

10 unchanged sentences

The following tables present our revenue disaggregated by geographical areas (dollars in thousands):

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total

11 unchanged sentences

Total 15 $ 109,824 $ 45,571 $ 23,682 $ 179,077

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total

1 unchanged sentence

Puerto Rico 1 9,931 4,238 2,576 16,745

Arizona 1 8,733 6,075 2,425 17,233

Colorado 1 1,912 1,768 1,715 5,395

Florida 2 14,924 8,636 6,515 30,075

Illinois 1 8,347 2,348 650 11,345

Pennsylvania 1 8,642 1,786 326 10,754

Washington 1 8,786 1,407 774 10,967

Washington, D.C.

1 13,511 5,549 906 19,966

USVI 1 11,863 5,788 2,655 20,306

Sold hotel property

1 7,832 4,802 1,478 14,112

Total 16 $ 116,227 $ 47,563 $ 23,797 $ 187,587

Six Months Ended June 30, 2025

Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total

California 5 $ 49,651 $ 14,865 $ 8,148 $ 72,664

Puerto Rico 1 32,062 10,245 6,183 48,490

Arizona 1 24,046 16,068 5,052 45,166

Colorado 1 15,294 6,725 4,899 26,918

6 unchanged sentences

USVI 1 26,515 9,810 5,537 41,862

Total 15 $ 245,916 $ 97,359 $ 51,622 $ 394,897

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Six Months Ended June 30, 2024

Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total

California 5 $ 47,390 $ 11,851 $ 7,809 $ 67,050

Puerto Rico 1 28,926 9,225 5,804 43,955

1 22,848 14,150 4,928 41,926

Colorado 1 15,093 7,421 5,463 27,977

Florida 2 36,972 19,293 13,509 69,774

Illinois 1 11,721 3,284 1,070 16,075

Pennsylvania 1 13,138 2,907 617 16,662

Washington 1 13,245 2,144 1,281 16,670

Washington, D.C.

1 22,643 10,985 1,795 35,423

USVI 1 28,676 10,982 5,644 45,302

Sold hotel property

3 unchanged sentences

Investments in hotel properties, net consisted of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Land $ 643,526 $ 630,842

7 unchanged sentences

Impairment Charges

During the three months ended March 31, 2025 and 2024, no impairment charges were recorded.

During the three and six months ended June 30, 2025 and 2024, no impairment charges were recorded.

Land Acquisition

On April 4, 2025, the Company acquired an eight acre parcel of land with an estimated fair value of $ 12.6 million.

The consideration consisted of cash of approximately $ 5.5 million and a 25 % equity interest in the acquiring entity (“CR JV”) with an estimated fair value of $ 1.8 million.

CR JV also assumed a mortgage loan for the land with an estimated fair value of $ 5.4 million.

We accounted for this acquisition as an asset acquisition because substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable assets.

The cost of the acquisition including transaction costs was allocated to the individual asset acquired and liabilities assumed on a relative fair value basis, which is considered a Level 3 valuation technique.

Hotel Disposition

1 unchanged sentence

The Company owned an indirect 75 % equity interest in the hotel property.

Additionally, the Company

Additionally, the Company repaid the $ 66.6 million mortgage loan secured by the hotel property.

The sale resulted in a gain of approximately $ 88.1 million for the year ended December 31, 2024.

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

repaid the $ 66.6 million mortgage loan secured by the hotel property.

The sale resulted in a gain of approximately $ 88.1 million for the year ended December 31, 2024.

We included the results of operations for this hotel property through the date of disposition in net income (loss) as shown in our condensed consolidated statements of operations for the three months ended March 31, 2024.

The following table includes the condensed consolidated financial information from this hotel property (in thousands):

Three Months Ended March 31, 2024

Three Months Ended June 30, Six Months Ended June 30,

Total hotel revenue $ 14,112 $ 25,852

13 unchanged sentences

Indebtedness Collateral Current Maturity Final

Interest Rate March 31, 2025 December 31, 2024

Maturity (10)

Interest Rate June 30, 2025 December 31, 2024

Mortgage loan (2) (3)

11 unchanged sentences

The Ritz-Carlton Reserve Dorado Beach March 2026 March 2026 SOFR (1) + 4.75 %

Term Loan (6)

March 2026 March 2026 WSJ Prime Rate 5,360 —

Convertible Senior Notes Equity June 2026 June 2026 4.50 % 86,250 86,250

22 unchanged sentences

__________________

(1) SOFR rates were 4.32 % and 4.33 % at March 31, 2025 and December 31, 2024, respectively.

(1) SOFR rates were 4.32 % and 4.33 % at June 30, 2025 and December 31, 2024, respectively.

(2) This mortgage loan had five one-year extension options, subject to satisfaction of certain conditions, of which the fifth was exercised in June 2024.

6 unchanged sentences

Terms of the amendment included a $ 10.0 million principal pay-down, current maturity date extension to July 2025, interest rate reduction to SOFR + 3.25 %, and one six-month extension option subject to satisfaction of certain conditions.

On July 25, 2025, we amended this mortgage loan.

Terms of the amendment included extending the maturity date from July 2025 to July 2026.

(5) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the second was exercised in February 2025.

(6) On April 4, 2025, we assumed a $ 5.4 million term loan secured by an eight acre parcel of land.

The assumed term loan is interest only, bears interest at WSJ Prime Rate, and matures in March 2026.

This term loan has a floor of 4.99 %.

(7) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions.

Braemar holds a tranche of Commercial Mortgage-Backed Securities (“CMBS”), which is secured by the five hotel properties that serve as collateral for the new mortgage loan and has a par value of $ 42.2 million and a rate of SOFR + 5.20 %.

The CMBS is reported as “investment in securities” on the condensed consolidated balance sheet.

5 unchanged sentences

Convertible Senior Notes

For the three months ended March 31, 2025 and 2024, the Company recorded coupon interest expense of $ 970,000 and $ 970,000 , respectively.

For the three months ended March 31, 2025 and 2024, the Company recorded discount amortization of $ 161,000 and $ 152,000 , respectively, related to the initial purchase discount, with the remaining discount balance to be amortized through June 2026.

For the three and six months ended June 30, 2025, the Company recorded coupon interest expense of $ 970,000 and $ 1.9 million, respectively.

For the three and six months ended June 30, 2024, the Company recorded coupon interest expense of $ 970,000 and $ 1.9 million, respectively.

For the three and six months ended June 30, 2025, the Company recorded discount amortization of $ 163,000 and $ 324,000 , respectively, related to the initial purchase discount, with the remaining discount balance to be amortized through June 2026.

For the three and six months ended June 30, 2024, the Company recorded discount amortization of $ 154,000 and $ 306,000 respectively, related to the initial purchase discount, with the remaining discount balance to be amortized through June 2026.

The convertible senior notes are convertible at any time prior to the close of business on the business day immediately preceding the maturity date for cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the election of the Company.

As of March 31, 2025, the conversion rate is 188.0528 shares per $1,000 principal amount of notes.

As of June 30, 2025, the conversion rate is 188.6054 shares per $1,000 principal amount of notes.

If we violate covenants in any debt agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all.

The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of the consolidated group.

As of March 31, 2025, we were in compliance with all covenants.

As of June 30, 2025, we were in compliance with all covenants.

Interest Rate Derivatives —We use interest rate caps to hedge our debt and our cash flows, which are recorded at fair value.

10 unchanged sentences

(a) Term SOFR (as defined in the Loan Agreement) and (b) 3.00 % (three hundred basis points) per annum.

The Company has agreed to reimburse Blackwells Capital LLC, in an amount agreed upon by the parties, for the Blackwells Parties’ reasonable due diligence expenses incurred on or prior to the date of the Share Ownership Agreement.

As of March 31, 2025, the Company has advanced approximately $ 8.1 million that has been used to purchase 3.5 million shares of Braemar common stock.

The Company has

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The n ote receivable is summarized in the table below (dollars in thousands):

agreed to reimburse Blackwells Capital LLC, in an amount agreed upon by the parties, for the Blackwells Parties’ reasonable due diligence expenses incurred on or prior to the date of the Share Ownership Agreement.

As of June 30, 2025, the Company has advanced approximately $ 8.1 million that has been used to purchase 3.5 million shares of Braemar common stock.

The note receivable is summarized in the table below (dollars in thousands):

Interest Rate

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Note receivable SOFR + 3.00 %

1 unchanged sentence

We recognized interest income as presented in the table below (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Line Item 2025 2024 2025 2024

Interest income

$ 155 $ — $ 307 $ —

We review receivables for impairment each reporting period.

1 unchanged sentence

Our assessment of impairment is based on considerable management judgment and assumptions.

No impairment charges were recorded for the three months ended March 31, 2025.

No impairment charges were recorded for the three and six months ended June 30, 2025.

Fair Value Measurements

12 unchanged sentences

Transfers of inputs between levels are determined at the end of each reporting period.

In determining the fair values of our derivatives at March 31, 2025, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 4.319 % to 3.404 % for the remaining term of our derivatives.

In determining the fair values of our derivatives at June 30, 2025, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 4.322 % to 3.130 % for the remaining term of our derivatives.

Credit spreads (Level 3 inputs) used in determining the fair values derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates.

2 unchanged sentences

Prices received from the vendor are analyzed based on various sources of observable market data.

If prices are not within certain tolerance levels that are based on the asset type’s characteristics, the exception is researched and, if the price is not able to be validated, an alternate pricing vendor is utilized.

If prices are

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

not within certain tolerance levels that are based on the asset type’s characteristics, the exception is researched and, if the price is not able to be validated, an alternate pricing vendor is utilized.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

4 unchanged sentences

(Level 3) Total

March 31, 2025

June 30, 2025

$ — $ 17,134 $ — $ 17,134 (1)

14 unchanged sentences

(2) Reported as “derivative assets” in our condensed consolidated balance sheets.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations

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Gain (Loss) Recognized in Income

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Derivative assets:

Interest rate derivatives - caps $ 15 $ 326 $ ( 183 ) $ 1,246

Total derivative assets $ 15 $ 326 $ ( 183 ) $ 1,246

Non-derivative assets:

Investment in securities

$ ( 1,250 ) $ — $ ( 1,250 ) $ —

Total $ ( 1,235 ) $ 326 $ ( 1,433 ) $ 1,246

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$ ( 1,213 ) (1)

$ ( 551 ) (1)

$ ( 1,952 ) (1)

Realized gain (loss) on interest rate caps 180 (1) (2)

1,539 (1) (2)

3,210 (1) (2)

Realized gain (loss) on investment in securities

( 1,250 ) (3)

— ( 1,250 ) (3) —

Net $ ( 1,235 ) $ 326 $ ( 1,433 ) $ 1,258

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(2) Represents settled and unsettled payments from counterparties on interest rate caps.

The amortized cost of the CMBS at March 31, 2025 and December 31, 2024, was $ 42.3 million and $ 42.3 million, respectively.

The unrealized gain (loss) recognized as a change in other comprehensive income (loss) for the three months ended March 31, 2025 and March 31, 2024 was $ 859,000 and $ 0 , respectively.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(3) Reported in “other income (expense)” in our condensed consolidated statements of operations.

The amortized cost of the CMBS at June 30, 2025 and December 31, 2024, was $ 17.3 million and $ 42.3 million, respectively.

The unrealized gain (loss) recognized as a change in other comprehensive income (loss) for the three and six months ended June 30, 2025 was $( 260,000 ) and $ 599,000 , respectively.

During the three and six months ended June 30, 2025, the Company sold a portion of the CMBS with a par value of $ 25 million resulting in a realized loss of approximately $ 1.3 million included in “other income (expense)” on the condensed consolidated statements of operations .

As a result of the sale, $ 68,000 of unrealized gain was reclassified to realized loss in the three and six months ended June 30, 2025.

There was no unrealized gain (loss) recognized as a change in other comprehensive income (loss) for the three and six months ended June 30, 2024.

Summary of Fair Value of Financial Instruments

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Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold or settled.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The carrying amounts and estimated fair values of financial instruments were as follows (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Value Estimated

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The carrying amount of note receivable approximates its fair value.

We estimate the fair value of the note receivable to approximate the carrying value of $ 8.4 million as of March 31, 2025 and the carrying value of $ 8.3 million as of December 31, 2024.

This is considered a Level 2 valuation technique.

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Fair value of indebtedness is determined using the loan terms, collateral value and financial data such as loan-to-value ratios, debt service coverage ratios, and interest rates for comparable loans.

We estimated the fair value of the total indebtedness to be approximately 99.9 % of the carrying value of $ 1.2 billion as of March 31, 2025, and approximately 98.8 % of the carrying value of $ 1.2 billion as of December 31, 2024.

We estimated the fair value of the total indebtedness to be approximately 100.1 % of the carrying value of $ 1.2 billion as of June 30, 2025, and approximately 98.8 % of the carrying value of $ 1.2 billion as of December 31, 2024.

These fair value estimates are considered a Level 2 valuation technique.

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The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income (loss) attributable to common stockholders - basic and diluted:

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dividends on unvested performance stock units ( 19 ) ( 21 ) ( 38 ) ( 42 )

dividends on unvested restricted shares — ( 2 )

Undistributed net income (loss) allocated to common stockholders ( 19,448 ) ( 25,267 ) ( 25,367 ) ( 25,088 )

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$ ( 16,037 ) $ ( 21,941 ) $ ( 18,603 ) $ ( 18,438 )

Dividends on preferred stock - Series E (inclusive of deemed dividends) — 9,401

Distributed and undistributed net income (loss) - diluted $ ( 2,566 ) $ 12,902

Weighted average common shares outstanding:

1 unchanged sentence

67,279 66,501 67,013 66,478

Effect of assumed conversion of preferred stock - Series E — 202,061

Weighted average common shares outstanding – diluted 66,744 268,516

Income (loss) per share - basic and diluted:

Net income (loss) allocated to common stockholders per share $ ( 0.24 ) $ ( 0.33 ) $ ( 0.28 ) $ ( 0.28 )

Income (loss) per share - diluted:

Net income (loss) allocated to common stockholders per share $ ( 0.04 ) $ 0.05

Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income (loss) allocated to common stockholders is not adjusted for:

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Total 171,849 205,261 174,346 226,652

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Redeemable Noncontrolling Interests in Operating Partnership

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Each common unit may be redeemed, by the holder, for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either:

(i) issued pursuant to an effective registration statement;

(i) issued pursuant to an effective registration

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(ii) included in an effective registration statement providing for the resale of such common stock;

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The grant date fair value of the award may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period.

As of March 31, 2025, we have issued a total of approximately 3.8 million LTIP and Performance LTIP units, net of Performance LTIP cancellations.

All LTIP and Performance LTIP units, other than approximately 623,000 LTIP units and 1.2 million Performance LTIP units issued from March 2015 to December 2024, had reached full economic parity with, and are convertible into, common units.

As of June 30, 2025, there are 353,000 unvested Performance LTIP units.

As of June 30, 2025, there are approximately 429,000 issued and outstanding LTIP and Performance LTIP units.

All LTIP and Performance LTIP units, other than approximately 353,000 Performance LTIP units issued in March 2023, had reached full economic parity with, and are convertible into, common units.

The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Redeemable noncontrolling interests in Braemar OP (in thousands) $ 17,994 $ 29,964

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We allocated net (income) loss to the redeemable noncontrolling interests as illustrated in the table below (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 1,489 $ 1,919 $ 1,751 $ 1,623

Distributions declared to holders of common units, LTIP units and Performance LTIP units $ 271 $ 368 615 734

In June 2025, the Company exchanged approximately 1.5 million LTIP and Performance LTIP units for fully vested shares of the Company's common stock which resulted in no adjustments to equity-based compensation expense because the estimated fair value of the units immediately before the exchange was equal to the estimated fair value of the common stock immediately after the exchange.

The exchange was accounted for in the same manner as a redemption by the holder of common units that was settled by the Company in shares of the Company's common stock, in which the greater of the historical cost or fair value of the underlying LTIP or Performance LTIP units as of the exchange date was reclassified from mezzanine equity to permanent equity.

BRAEMAR HOTELS & RESORTS INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents the common units redeemed for common stock (in thousands):

Three Months Ended March 31,

Units redeemed

The following table presents the common units redeemed/exchanged for common stock (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Units redeemed/exchanged

1,465 — 1,922 $ —

Fair value of common units redeemed (1)

$ 3,516 $ — $ 4,897 —

____________________________________

(1) The redemption value is the greater of historical cost or fair value.

The historical cost of the converted units was $ 2.3 million.

The historical cost of the converted units for the three and six months ended June 30, 2025 was $ 7.0 million and $ 9.3 million, respectively.

The following table presents the common units redeemed for cash (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Units redeemed

Fair value of common units redeemed

$ — $ — $ 92 $ —

Equity and Stock-Based Compensation

Common Stock Dividends —The following table summarizes the common stock dividends declared during the period (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Common stock dividends declared $ 3,430 $ 3,347 $ 6,802 $ 6,692

Stock Repurchases —On May 3, 2024, the board of directors approved a new share repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $ 0.01 per share, having an aggregate value of up to $ 50 million.

As of March 31, 2025, the Company has not repurchased any common stock pursuant to this program.

As of June 30, 2025, the Company has not repurchased any common stock pursuant to this program.

Restricted Stock —We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates.

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The following table summarizes dividends declared (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Series D Cumulative Preferred Stock $ 825 $ 825 $ 1,650 $ 1,650

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The following table summarizes dividends declared (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Series B Convertible Preferred Stock $ 1,058 $ 1,058 $ 2,116 $ 2,116

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The Company is also offering a maximum of 8,000,000 shares of the Series E Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $ 25.00 per share (the “Stated Value”).

The Series E Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series B Convertible Preferred stock, the Series D Preferred Stock and the Series M Preferred Stock (as defined below)) and with any future parity securities and

BRAEMAR HOTELS & RESORTS INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

the Series D Preferred Stock and the Series M Preferred Stock (as defined below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

Holders of the Series E Preferred Stock shall have the right to vote for the election of directors of the Company and on all other matters requiring stockholder action by the holders of the common stock, each share being entitled to vote to the same extent as one share of the Company’s common stock, and all such shares voting together as a single class.

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The redemption value adjustment of Series E Preferred Stock is summarized below (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Series E Preferred Stock $ 320,585 $ 352,502

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The following table summarizes dividends declared (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Series E Preferred Stock $ 6,354 $ 7,570 $ 12,970 $ 15,170

The redemption activities of Series E Preferred Stock is summarized below (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Series E Preferred Stock shares redeemed 548 53 1,581 239

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Upon such change of control events, holders have the option to convert their shares of Series M Preferred Stock into a maximum of 5.69476 shares of our common stock.

The redemption fee shall be an amount equal to:

• 1.5 % of the Stated Value of $ 25.00 per share beginning on the Series M Original Issue Date (as defined in the Articles Supplementary) of the shares of Series M Preferred Stock to be redeemed;

• 0 % of the Stated Value beginning on the first anniversary from the Series M Original Issue Date of the shares of Series M Preferred Stock to be redeemed.

BRAEMAR HOTELS & RESORTS INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The redemption fee shall be an amount equal to:

• 1.5 % of the Stated Value of $ 25.00 per share beginning on the Series M Original Issue Date (as defined in the Articles Supplementary) of the shares of Series M Preferred Stock to be redeemed;

• 0 % of the Stated Value beginning on the first anniversary from the Series M Original Issue Date of the shares of Series M Preferred Stock to be redeemed.

The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal number of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption.

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The redemption value adjustment of Series M Preferred stock is summarized below (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Series M Preferred Stock $ 35,524 $ 36,916

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The following table summarizes dividends declared (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Series M Preferred Stock $ 755 $ 876 $ 1,525 $ 1,800

The redemption activities of Series M Preferred Stock is summarized below (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Series M Preferred Stock shares redeemed 40 126 59 213

Redemption amount, net of redemption fees $ 1,005 $ 3,159 $ 1,471 $ 5,322

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Related Party Transactions

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We pay a monthly base fee equal to 1/12 of the sum of (i) 0.70 % of the total market capitalization of our company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our advisory agreement), if any, on the last day of the prior month during which our advisory agreement was in effect;

provided, however, in no event shall the base fee for

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

any month be less than the minimum base fee as provided by our advisory agreement.

provided, however, in no event shall the base fee for any month be less than the minimum base fee as provided by our advisory agreement.

The base fee is payable on the fifth business day of each month.

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The following table summarizes the advisory services fees incurred (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Advisory services fee

1 unchanged sentence

Reimbursable expenses (1)

3,577 2,961 6,578 5,226

Equity-based compensation (2)

( 51 ) 883 ( 99 ) 1,991

Incentive fee 188 648 270 648

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Pursuant to the Advisory Agreement Limited Waivers, 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 years 2024 and 2025, respectively, cash incentive compensation to employees and other representatives of the Advisor.

Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage which includes worker’s compensation, general liability and auto liability coverages.

The hotel management companies procure worker’s compensation insurance, the expenses of which are passed through to the Company.

Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage which includes workers’ compensation, general liability and auto liability coverages.

The hotel management companies procure workers’ compensation insurance, the expenses of which are passed through to the Company.

Under the advisory agreement and hotel management agreements, Ashford Inc.

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delegates the management of the casualty insurance program to Warwick Insurance Company, LLC (“Warwick”), a subsidiary of Ashford Inc.

which issues policies covering general liability, workers’ compensation and auto liability losses.

Each year Ashford Inc.

collects funds from Ashford Trust, Braemar, Stirling OP and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis.

We engage Lismore or its subsidiaries to provide debt placement services and assist with loan modifications or refinancings on our behalf and brokerage services.

For the three months ended March 31, 2025 and 2024, we incurred fees from Lismore or its subsidiaries of $ 1.7 million and $ 1.1 million, respectively.

which issues policies covering general liability, workers’ compensation and auto liability

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Each year Ashford Inc.

collects funds from Ashford Trust, Braemar, Stirling OP and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis.

We engage Lismore or its subsidiaries to provide debt placement services and assist with loan modifications or refinancings on our behalf and brokerage services.

For the three and six months ended June 30, 2025, we incurred fees from Lismore or its subsidiaries of $ 0 and $ 1.7 million, respectively.

For the three and six months ended June 30, 2024, we incurred fees from Lismore or its subsidiaries of $ 50,000 and $ 1.1 million, respectively.

Ashford Securities

2 unchanged sentences

(“Ashford Securities”).

As of March 31, 2025 and December 31, 2024 , Braemar has funded approximately $ 12.9 million and has a pre-funded balance of $ 797,000 that is included in “other assets” on the condensed consolidated balance sheet.

During the first quarter of 2024, there was a true-up of the funding requirement based on the aggregate capital raised that resulted to a credit to expense of $ 5.6 million for the three months ended March 31, 2024.

As of June 30, 2025 and December 31, 2024 , Braemar has funded approximately $ 12.9 million and has a pre-funded balance of $ 797,000 that is included in “other assets” on the condensed consolidated balance sheet.

During the first quarter of 2024, there was a true-up of the funding requirement based on the aggregate capital raised that resulted to a credit to expense of $ 5.6 million for the six months ended June 30, 2024.

The table below summarizes the amount Braemar has expensed related to reimbursed operating expenses of Ashford Securities (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Line Item 2025 2024 2025 2024

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Hotel Management Services

As of March 31, 2025, Remington Hospitality managed four of our 15 hotel properties.

As of June 30, 2025, Remington Hospitality managed five of our 15 hotel properties.

We pay monthly hotel management fees equal to the greater of approximately $ 17,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues, as well as annual incentive management fees, if certain operational criteria were met, and other general and administrative expense reimbursements primarily related to accounting services.

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(“OpenKey”) is a hospitality-focused mobile key platform that provides a universal smart phone app and related hardware and software for keyless entry into hotel guest rooms.

As of March 31, 2025 and December 31, 2024, the Company had made equity investments in OpenKey totaling $ 2.9 million resulting in an ownership interest of 7.9 % accounted for under the equity method of accounting.

During the fourth quarter of 2024, we determined that the estimated fair value of the investment in OpenKey was less than our carrying amount and fully impaired our investment as of December 31, 2024.

As of June 30, 2025 and December 31, 2024, the Company had made equity investments in OpenKey totaling $ 2.9 million resulting in an ownership interest of 7.9 % accounted for under the equity method of accounting.

During the fourth quarter of

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2024, we determined that the estimated fair value of the investment in OpenKey was less than our carrying amount and fully impaired our investment as of December 31, 2024.

The Company also entered into a loan funding agreement with Ashford Inc.

1 unchanged sentence

During the fourth quarter of 2024, we determined that the full amount of the note receivable was not collectible, the note receivable was impaired and the recognition of interest income ceased.

As of March 31, 2025 and December 31, 2024, the carrying amount of the loan was $ 145,000 included in “investment of unconsolidated entity” on our condensed consolidated balance sheets.

As of June 30, 2025 and December 31, 2024, the carrying amount of the loan was $ 145,000 included in “investment of unconsolidated entity” on our condensed consolidated balance sheets.

Commitments and Contingencies

Restricted Cash —Under certain management and debt agreements for our hotel properties existing at March 31, 2025, escrow payments are required for insurance, real estate taxes and debt service.

Restricted Cash —Under certain management and debt agreements for our hotel properties existing at June 30, 2025, escrow payments are required for insurance, real estate taxes and debt service.

In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 3 % to 5 % of gross revenues for capital improvements.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Franchise Fees —We currently have one hotel property that operates under a franchise agreement with a 25-year term.

Franchise Fees —We currently have two hotel properties that operate under franchise agreements.

The Cameo Beverly Hills franchise agreement has a 25-year term.

The term begins upon the completion of conversion of the Cameo Beverly Hills.

3 unchanged sentences

and (iii) 5 % of the gross rooms revenue for the preceding calendar month for the remainder of the term.

As of March 31, 2025, we are currently paying 3 % of gross revenues.

As of June 30, 2025, we are currently paying 3 % of gross revenues for the Cameo Beverly Hills.

Under the franchise agreement for the Sofitel Chicago Magnificent Mile, we will pay franchisor royalty fees of 4.4 % of gross rooms revenue.

Additionally, we will pay a marketing fee of 1.5 % of gross rooms revenue.

This franchise agreement expires in 2041, with extension options.

The table below summarizes the franchise fees incurred (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Line Item 2025 2024 2025 2024

Other hotel expenses $ 453 $ 94 $ 523 $ 174

Management Fees —Under hotel management agreements for our hotel properties existing at March 31, 2025, we pay a monthly hotel management fee equal to the greater of approximately $ 17,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues, or in some cases, 3.0 % to 5.0 % of gross revenues, as well as annual incentive management fees, if applicable.

Management Fees —Under hotel management agreements for our hotel properties existing at June 30, 2025, we pay a monthly hotel management fee equal to the greater of approximately $ 17,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues, or in some cases, 2.3 % to 5.0 % of gross revenues, as well as annual incentive management fees, if applicable.

These management agreements expire from November 2029 through December 2065, with renewal options.

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A tentative settlement has been reached subject to the respective parties obtaining various approvals.

As of March 31, 2025, the estimated settlement liability amount has been accrued.

As of June 30, 2025, the estimated settlement liability amount has been accrued.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

On June 8, 2022, a lawsuit was filed against various Hilton entities on behalf of a class of all hourly employees at all Hilton-branded managed properties in California, including Hilton La Jolla Torrey Pines.

2 unchanged sentences

At the end of the mediation, the mediator submitted a mediator’s proposal for approximately $ 3.5 million, to which the parties have since agreed to.

The allocation to Hilton La Jolla Torrey Pines is approximately $ 401,000 , which was accrued as of March 31, 2025.

The allocation to Hilton La Jolla Torrey Pines is approximately $ 401,000 , which was accrued as of June 30, 2025.

A hearing on a motion for preliminary approval of the settlement has been set for August 29, 2025.

On August 4, 2020, a lawsuit, Benjamin Zermeno v.

7 unchanged sentences

A tentative settlement was reached subject to the parties finalizing the agreement and court approval.

As of March 31, 2025, the estimated settlement liability amount has been accrued.

As of June 30, 2025, the estimated settlement liability amount has been accrued.

We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated.

To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims:

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

employment matters, tax matters and matters relating to compliance with applicable law (for example, the Americans with Disabilities Act and similar state laws).

17 unchanged sentences

If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Segment Reporting

6 unchanged sentences

(iii) are designed and operated to appeal to similar individuals, groups, leisure, and business customers;

and (iv) third-party hotel managers utilize the same methods (direct hotel sales and various online booking portals) to distribute the Company’s products and services.

As of March 31, 2025 and December 31, 2024, all of our hotel properties were in the U.S.

and (iv) have third-party hotel managers that utilize the same methods (direct hotel sales and various online booking portals) to distribute the Company’s products and services.

As of June 30, 2025 and December 31, 2024, all of our hotel properties were in the U.S.

and its territories.

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The following tables include revenues, significant hotel operating expenses, and Hotel Adjusted EBITDA for the Company’s hotels, reconciled to the consolidated amounts included in the Company’s condensed consolidated statements of operations (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Rooms $ 109,824 $ 116,227 $ 245,916 $ 254,779

2 unchanged sentences

Total hotel revenue $ 179,077 $ 187,587 $ 394,897 $ 406,666

Hotel expenses:

Rooms $ 27,285 $ 27,476 $ 55,504 $ 55,740

15 unchanged sentences

Total expenses 131,284 136,510 276,363 284,609

145,079 148,100

Hotel adjusted EBITDA $ 47,793 $ 51,077 $ 118,534 $ 122,057

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Three Months Ended March 31,

Hotel adjusted EBITDA $ 47,793 $ 51,077 $ 118,534 $ 122,057

7 unchanged sentences

Interest income 1,519 1,072 3,407 1,868

Other income (expense) ( 1,250 ) — ( 1,250 ) —

Interest expense and amortization of discounts and loan costs ( 25,361 ) ( 27,285 ) ( 50,188 ) ( 53,776 )

Write-off of loan costs and exit fees ( 3 ) ( 82 ) ( 1,467 ) ( 803 )

Gain (loss) on extinguishment of debt — ( 22 ) — ( 22 )

Realized and unrealized gain (loss) on derivatives 15 326 ( 183 ) 1,258

1 unchanged sentence

Net income (loss) $ ( 6,841 ) $ ( 13,787 ) $ 3,831 $ 1,695

Subsequent Events

On August 7, 2025, we sold the Marriott Seattle Waterfront hotel pursuant to an Agreement of Purchase and Sale, entered into effective July 3, 2025, for $ 145 million in cash, subject to customary pro-rations and adjustments.

Additionally, the Company repaid approximately $ 88.4 million on the mortgage loan that was partially secured by the hotel property.

The net carrying value of the building and furniture, fixtures and equipment was approximately $ 100.9 million as of June 30, 2025.

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-Q

Item 1. Financial Statements