What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-11 · 200 added, 163 removed, 1088 unchanged (25% of the section changed)

4 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Investments in hotel properties, gross $ 2,126,129 $ 2,252,574

10 unchanged sentences

Prepaid expenses 5,441 5,116

Deposit paid to Ashford Inc.

Deferred costs, net 75 75

17 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 June 30, 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 September 30, 2025 and December 31, 2024, respectively

65,426 65,426

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

Series E redeemable preferred stock, $ 0.01 par value, 12,697,673 and 14,910,521 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

308,547 352,502

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

Series M redeemable preferred stock, $ 0.01 par value, 1,404,544 and 1,476,621 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

35,127 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 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

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

Additional paid-in capital 727,027 718,536

11 unchanged sentences

(unaudited, in thousands, except per share amounts)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

14 unchanged sentences

Total operating expenses 154,720 166,279 494,983 518,303

Gain (loss) on disposition of assets and hotel properties

40,970 88,210 40,970 88,210

OPERATING INCOME (LOSS) 29,806 70,329 84,440 124,971

26 unchanged sentences

(unaudited, in thousands)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

22 unchanged sentences

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

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

12 unchanged sentences

— — — — — ( 743 ) — — ( 743 ) — — — — — — —

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

Distributions to noncontrolling interests — — — — — — — ( 168 ) ( 168 ) — — — — — — ( 271 )

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

Redemption of operating partnership units for cash

— — — — — — — — — — — — — — — ( 2 )

Net income (loss) — — — — — 5,742 — ( 412 ) 5,330 — — — — — — ( 607 )

4 unchanged sentences

Redemption value adjustment — — — — — ( 1,794 ) — — ( 1,794 ) — — — — — — 1,794

Balance at June 30, 2025

Balance at September 30, 2025

1,600 $ 16 68,219 $ 682 $ 727,027 $ ( 515,837 ) $ ( 2 ) $ ( 3,901 ) $ 207,985 3,078 $ 65,426 12,698 $ 308,547 1,405 $ 35,127 $ 18,942

1 unchanged sentence

Common Stock Additional

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

Capital Accumulated Deficit Accumulated Other Comprehensive Income/(loss)

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

Preferred Stock

3 unchanged sentences

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

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

1 unchanged sentence

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

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

Dividends declared – common stock ($ 0.05 /share)

8 unchanged sentences

— — — — — ( 836 ) — — ( 836 ) — — — — — — —

Contributions from noncontrolling interests — — — — — — — 2,961 2,961 — — — — — — —

Distributions to noncontrolling interests — — — — — — — ( 23,322 ) ( 23,322 ) — — — — — — ( 369 )

Net income (loss) — — — — — 12,596 — 27,363 39,959 — — — — — — ( 124 )

Unrealized gain (loss) on investment in securities — — — — — — ( 723 ) — ( 723 ) — — — — — — ( 63 )

Redemption of preferred stock — — — — — — — — — — — ( 1,036 ) ( 24,629 ) ( 28 ) ( 696 ) —

1 unchanged sentence

Redemption value adjustment — — — — — ( 95 ) — — ( 95 ) — — — — — — 95

Balance at June 30, 2024

Balance at September 30, 2024

$ 1,600 $ 16 $ 66,522 $ 665 $ 719,110 $ ( 442,157 ) $ ( 723 ) $ ( 2,978 ) $ 273,933 3,078 $ 65,426 15,138 $ 355,178 1,596 $ 39,907 $ 31,336

34 unchanged sentences

Redemption value adjustment — — — — — ( 1,060 ) — — ( 1,060 ) — — — — — — 1,060

Balance at June 30, 2025

Balance at September 30, 2025

1,600 $ 16 68,219 $ 682 $ 727,027 $ ( 515,837 ) $ ( 2 ) $ ( 3,901 ) $ 207,985 3,078 $ 65,426 12,698 $ 308,547 1,405 $ 35,127 $ 18,942

1 unchanged sentence

Common Stock Additional

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

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

17 unchanged sentences

— — — — — ( 2,636 ) — — ( 2,636 ) — — — — — — —

Contributions from noncontrolling interests — — — — — — — 2,961 2,961 — — — — — — —

Distributions to noncontrolling interests — — — — — — — ( 23,322 ) ( 23,322 ) — — — — — — ( 1,103 )

1 unchanged sentence

Redemption of preferred stock — — — — — — — — — — — ( 1,275 ) ( 30,281 ) ( 241 ) ( 6,018 ) —

Unrealized gain (loss) on investment in securities — — — — — — ( 723 ) — ( 723 ) — — — — ( 63 )

Redemption value adjustment – preferred stock — — — — — ( 6,175 ) — — ( 6,175 ) — — — 5,978 — 197 —

Redemption value adjustment — — — — — ( 110 ) — — ( 110 ) — — — — — — 110

Balance at June 30, 2024

Balance at September 30, 2024

1,600 $ 16 66,522 $ 665 719,110 $ ( 442,157 ) $ ( 723 ) $ ( 2,978 ) $ 273,933 3,078 $ 65,426 $ 15,138 $ 355,178 $ 1,596 $ 39,907 $ 31,336

4 unchanged sentences

(unaudited, in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

12 unchanged sentences

Realized (gain) loss on sale of securities

(Gain) loss on disposition of assets and hotel property

( 40,970 ) ( 88,210 )

Realized and unrealized (gain) loss on derivatives 301 ( 523 )

Non-cash interest income

( 464 ) ( 67 )

Equity in (earnings) loss of unconsolidated entity — 214

Deferred income tax expense (benefit) ( 56 ) 8

Changes in operating assets and liabilities, exclusive of acquisitions, disposition of assets and hotel property:

Changes in operating assets and liabilities, exclusive of disposition of assets and hotel properties:

Accounts receivable and inventories ( 5,996 ) 6,620

Prepaid expenses and other assets ( 577 ) 978

Deposit paid to Ashford Inc.

Accounts payable and accrued expenses 6,160 6,828

9 unchanged sentences

Proceeds from property insurance 3,486 13

Issuance of note receivable

Proceeds from sale of investment in securities

Acquisition of land

Net proceeds from sale of hotel properties

139,326 155,629

Purchase of securities

Investment in unconsolidated entity — ( 79 )

Improvements and additions to hotel properties ( 54,552 ) ( 54,825 )

9 unchanged sentences

Contributions from noncontrolling interest in consolidated entities 306 2,961

Nine Months Ended September 30,

Redemption of operating partnership units ( 94 ) —

Distributions to noncontrolling interest in consolidated entities ( 2,293 ) ( 27,045 )

Redemption of preferred stock ( 59,159 ) ( 36,299 )

5 unchanged sentences

$ 163,960 $ 217,136

Six Months Ended June 30,

SUPPLEMENTAL CASH FLOW INFORMATION

3 unchanged sentences

Dividends and distributions declared but not paid $ 8,553 $ 9,271

Common stock purchases accrued but not paid 750 —

Assumption of debt in acquisition of land

Capital expenditures accrued but not paid 11,818 12,541

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

Non-cash preferred stock dividends 2,329 2,551

11 unchanged sentences

$ 163,960 $ 217,136

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 five of our 15 hotel properties as of June 30, 2025.

Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages five of our 14 hotel properties as of September 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 June 30, 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 September 30, 2025, own 14 hotel properties in six 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 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”).

As of September 30, 2025, 13 of our 14 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 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.

As of September 30, 2025, 12 of the 14 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 June 30, 2025.

Lease revenue from Braemar TRS is eliminated in consolidation as of September 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.

21 unchanged sentences

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

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.

Consequently, operating results for the three and nine months ended September 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.

The operating results of the hotel property were excluded from our results of operations as of the disposition date.

• On August 7, 2025, we sold the Marriott Seattle Waterfront.

The operating results of the hotel property were excluded from our results of operations as of the disposition date.

Use of Estimates —The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

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

As of September 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 June 30, 2025

Three Months Ended September 30, 2025

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

6 unchanged sentences

Pennsylvania 1 6,050 1,309 750 8,109

Washington 1 8,879 1,486 974 11,339

Washington, D.C.

1 unchanged sentence

USVI 1 6,117 2,267 1,857 10,241

Sold hotel property

1 4,983 713 437 6,133

Total 15 $ 85,701 $ 36,637 $ 21,218 $ 143,556

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

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

6 unchanged sentences

Pennsylvania 1 7,334 1,539 378 9,251

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

Washington, D.C.

1 unchanged sentence

USVI 1 6,709 4,071 1,956 12,736

Sold hotel property

Sold hotel properties

2 12,598 1,937 1,397 15,932

Total 16 $ 92,427 $ 34,781 $ 21,190 $ 148,398

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

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

6 unchanged sentences

Pennsylvania 1 20,085 4,678 1,984 26,747

Washington 1 13,460 2,514 1,661 17,635

Washington, D.C.

1 unchanged sentence

USVI 1 32,632 12,077 7,394 52,103

Sold hotel property

1 18,443 3,227 2,098 23,768

Total 15 $ 331,617 $ 133,996 $ 72,840 $ 538,453

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

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

6 unchanged sentences

Pennsylvania 1 20,472 4,446 995 25,913

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

Washington, D.C.

1 unchanged sentence

USVI 1 35,385 15,053 7,600 58,038

Sold hotel property

Sold hotel properties

2 39,970 12,949 5,535 58,454

2 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Land $ 611,638 $ 630,842

7 unchanged sentences

Impairment Charges

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

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

Land Acquisition

4 unchanged sentences

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

Hotel Dispositions

On July 17, 2024, the Company sold the Hilton La Jolla Torrey Pines for $ 165 million in cash, subject to customary pro-rations and adjustments.

2 unchanged sentences

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

On August 7, 2025, the Company sold the Marriott Seattle Waterfront 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 sale resulted in a gain of approximately $ 41.0 million for the three and nine months ended September 30, 2025, and is included in “gain (loss) on disposition of assets and hotel property” in our condensed consolidated statements of operations.

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 and six months ended June 30, 2024.

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

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

We included the results of operations for these hotel properties through the dates of disposition in net income (loss) as shown in our condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024, respectively.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Total hotel revenue $ 6,133 $ 15,932 $ 23,768 $ 58,454

2 unchanged sentences

Depreciation and amortization ( 672 ) ( 2,791 ) ( 4,119 ) ( 8,430 )

Gain (loss) on disposition of assets and hotel property

41,043 88,160 41,043 88,160

Operating income (loss) 43,109 91,749 45,766 100,464

2 unchanged sentences

Write-off of loan costs and exit fees — — ( 141 ) ( 104 )

Gain (loss) on extinguishment of debt ( 1,553 ) — ( 1,553 ) —

Income (loss) before income taxes 40,911 89,621 40,193 91,198

6 unchanged sentences

Maturity (11)

Interest Rate June 30, 2025 December 31, 2024

Interest Rate September 30, 2025 December 31, 2024

Mortgage loan (2) (3)

4 unchanged sentences

Mortgage loan (4)

The Ritz-Carlton Lake Tahoe July 2025 January 2026 SOFR (1) + 3.25 %

43,413 53,413

Mortgage loan (5)

Park Hyatt Beaver Creek Resort & Spa February 2026 February 2027 SOFR (1) + 2.86 %

6 unchanged sentences

Mortgage loan (6)

The Ritz-Carlton Lake Tahoe July 2026 July 2026 SOFR (1) + 3.25 %

43,413 53,413

Mortgage loan (7)

Bardessono Hotel & Spa August 2026 August 2029 SOFR (1) + 3.24 %

5 unchanged sentences

Mortgage loan (8)

Four Seasons Resort Scottsdale December 2026 December 2028 SOFR (1) + 3.75 %

140,000 140,000

Mortgage loan (9)

Capital Hilton December 2026 December 2028 SOFR (1) + 3.75 %

3 unchanged sentences

Sofitel Chicago Magnificent Mile

Marriott Seattle Waterfront

The Ritz-Carlton Reserve Dorado Beach

Mortgage loan (10)

Four Seasons Resort Scottsdale August 2028 August 2030 SOFR (1) + 3.00 %

180,000 140,000

1,177,753 1,222,943

Deferred loan costs, net ( 12,631 ) ( 11,985 )

2 unchanged sentences

__________________

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

(1) SOFR rates were 4.13 % and 4.33 % at September 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.

(3) On March 7, 2025, we refinanced two mortgage loans into a new $ 363.0 million mortgage loan.

The new mortgage loan is interest only and bears interest at a rate of SOFR + 2.52 %, has a two-year initial term, and has three one-year extension options, subject to the satisfaction of certain conditions.

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(4) On January 14, 2025, we amended this mortgage loan.

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.

(3) On March 7, 2025, we refinanced two mortgage loans into a new $ 363.0 million mortgage loan.

The new mortgage loan is interest only and bears interest at a rate of SOFR + 2.57 %, has a two-year initial term, and has three one-year extension options, subject to the satisfaction of certain conditions.

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

2 unchanged sentences

This term loan has a floor of 4.99 %.

(6) On January 14, 2025, we amended this mortgage loan.

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

Terms of the amendment extended the maturity date to July 2026.

(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 $ 17.2 million and $ 42.2 million at June 30, 2025, and December 31, 2024, respectively, and a rate of SOFR + 5.20 %.

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 $ 17.2 million and $ 42.2 million at September 30, 2025, and December 31, 2024, respectively, and a rate of SOFR + 5.20 %.

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

1 unchanged sentence

This mortgage loan has a SOFR floor of 2.00 %.

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

This mortgage loan has a SOFR floor of 2.00 %.

(9) On August 7, 2025, this mortgage loan was paid down $ 88.4 million in conjunction with the sale of the Marriott Seattle Waterfront.

(10) On August 15, 2025, we amended this mortgage loan.

Terms of the amendment included increasing the principal balance to $ 180.0 million, reducing the interest rate to SOFR + 3.00 %, extending the maturity to August 2028, and adding two , one-year extension options, subject to the satisfaction of certain conditions.

(11) The final maturity date assumes all available extension options will be exercised.

Convertible Senior Notes

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.

For the three and nine months ended September 30, 2025, the Company recorded coupon interest expense of $ 970,000 and $ 2.9 million, respectively.

For the three and nine months ended September 30, 2024, the Company recorded coupon interest expense of $ 970,000 and $ 2.9 million, respectively.

For the three and nine months ended September 30, 2025, the Company recorded discount amortization of $ 165,000 and $ 489,000 , respectively, related to the initial purchase discount, with the remaining discount balance to be amortized through June 2026.

For the three and nine months ended September 30, 2024, the Company recorded discount amortization of $ 157,000 and $ 463,000 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 June 30, 2025, the conversion rate is 188.6054 shares per $1,000 principal amount of notes.

As of September 30, 2025, the conversion rate is 195.8127 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 June 30, 2025, we were in compliance with all covenants.

As of September 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.

6 unchanged sentences

Concurrently and in connection with the Agreement, certain of the parties thereto have also entered into a Share Ownership Agreement (the “Share Ownership Agreement”) and a Loan Agreement (the “Loan Agreement”), pursuant to which agreements the Company will provide to BW Coinvest I, LLC (“Borrower”) an unsecured loan (the “Loan”).

The proceeds from the Loan will be used to reimburse Borrower for 70 % of the amount expended by Borrower to purchase on the open market a total of 3,500,000 shares of the Company’s common stock (the “Purchased Shares”) within six months of the date of Loan Agreement, at a price per Purchased Share not to exceed $ 10 and subject to the other limitations set forth therein.

The Loan has a term of five years (the “Term”), is guaranteed by Jason Aintabi, Vandewater Capital Holdings, LLC, Blackwells Holding Co.

LLC, and Blackwells Asset Management LLC and shall bear payment-in-kind interest during the Term at a rate equal to the sum of:

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

The Company has

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

at a price per Purchased Share not to exceed $ 10 and subject to the other limitations set forth therein.

The Loan has a term of five years (the “Term”), is guaranteed by Jason Aintabi, Vandewater Capital Holdings, LLC, Blackwells Holding Co.

LLC, and Blackwells Asset Management LLC and shall bear payment-in-kind interest during the Term at a rate equal to the sum of:

(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 September 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

June 30, 2025 December 31, 2024

September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Line Item 2025 2024 2025 2024

4 unchanged sentences

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

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

No impairment charges were recorded for the three and nine months ended September 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 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.

In determining the fair values of our derivatives at September 30, 2025, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 4.129 % to 3.087 % for the remaining term of our

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

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.

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.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

4 unchanged sentences

(Level 3) Total

June 30, 2025

September 30, 2025

$ — $ 17,277 $ — $ 17,277 (1)

20 unchanged sentences

Gain (Loss) Recognized in Income

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

15 unchanged sentences

( 3,698 ) (1)

$ ( 1,952 ) (1)

Realized gain (loss) on interest rate caps 181 (1) (2)

3 unchanged sentences

— — ( 1,250 ) (3) —

— ( 1,250 ) (3) —

Net $ ( 118 ) $ ( 735 ) $ ( 1,551 ) $ 523

2 unchanged sentences

(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.

The amortized cost of the CMBS at September 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 nine months ended September 30, 2025 was $ 143,000 and $ 742,000 , respectively.

During the nine months ended September 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 during the nine months ended September 30, 2025.

There was no unrealized gain (loss) recognized as a change in other comprehensive income (loss) for the three months ended September 30, 2025.

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

Summary of Fair Value of Financial Instruments

6 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Value Estimated

28 unchanged sentences

This is considered a Level 1 valuation technique.

Accounts receivable, net, due to/from related parties, net, accounts payable and accrued expenses, dividends and distributions payable, due to Ashford Inc and due to/from third-party hotel managers .

Accounts receivable, net, due to/from related parties, net, accounts payable and accrued expenses, dividends and distributions payable, due to Ashford Inc.

and due to/from third-party hotel managers .

The carrying values of these financial instruments approximate their fair values due to the short-term nature of these financial instruments.

9 unchanged sentences

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 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.

We estimated the fair value of the total indebtedness to be approximately 100.0 % of the carrying value of $ 1.2 billion as of September 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.

4 unchanged sentences

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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

36 unchanged sentences

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 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.

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

As of September 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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Redeemable noncontrolling interests in Braemar OP (in thousands) $ 18,942 $ 29,964

5 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

7 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

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

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 historical cost of the converted units for the nine months ended September 30, 2025 was $ 9.3 million.

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

1 unchanged sentence

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

As of September 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.

7 unchanged sentences

The following table summarizes dividends declared (in thousands):

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

23 unchanged sentences

The following table summarizes dividends declared (in thousands):

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

36 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Series E Preferred Stock $ 308,547 $ 352,502

3 unchanged sentences

The following table summarizes dividends declared (in thousands):

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

1 unchanged sentence

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

31 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Series M Preferred Stock $ 35,127 $ 36,916

4 unchanged sentences

The following table summarizes dividends declared (in thousands):

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

1 unchanged sentence

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

21 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

24 unchanged sentences

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.

On August 26, 2025, Braemar entered into an agreement with Ashford Inc.

to explore a potential sale of Braemar.

Pursuant to the Letter Agreement, Braemar and Ashford Inc.

agreed that the termination fee payable to Ashford Inc.

under the advisory agreement is $ 574.8 million (exclusive of accrued fees).

However, Braemar and Ashford Inc.

have agreed to the payment of a discounted aggregate amount of $ 480.0 million plus accrued fees.

received a $ 17.0 million payment upon execution of the agreement.

The $ 17.0 million payment will be credited against other amounts due to Ashford Inc.

from Braemar if the sale of the Company does not occur before July 1, 2028.

The $ 17.0 million payment is presented in “deposit paid to Ashford Inc.” on the condensed consolidated balance sheet.

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.

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

For the three and nine months ended September 30, 2024, we incurred fees from Lismore or its subsidiaries of $ 1.8 million and $ 2.9 million, respectively.

Ashford Securities

2 unchanged sentences

(“Ashford Securities”).

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.

As of September 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 in a credit to expense of $ 5.6 million for the nine months ended September 30, 2024.

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

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

Three Months Ended September 30, Nine Months Ended September 30,

Line Item 2025 2024 2025 2024

12 unchanged sentences

Hotel Management Services

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

As of September 30, 2025, Remington Hospitality managed five of our 14 hotel properties.

We pay monthly hotel management fees equal to the greater of approximately $ 18,000 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.

Our hotel management agreement also requires that we fund property-level operating costs, including the hotel manager's payroll and related costs.

Investment in OpenKey

OpenKey, Inc.

(“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 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.

1 unchanged sentence

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.

Investment in OpenKey

OpenKey, Inc.

(“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 September 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 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 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.

As of September 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 June 30, 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 September 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.

6 unchanged sentences

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

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.

As of September 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 pay franchisor royalty fees of 4.4 % of gross rooms revenue.

Additionally, we 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Line Item 2025 2024 2025 2024

Other hotel expenses $ 416 $ 84 $ 939 $ 258

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.

Management Fees —Under hotel management agreements for our hotel properties existing at September 30, 2025, we pay a monthly hotel management fee equal to the greater of approximately $ 18,000 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.

9 unchanged sentences

Potential class members had until April 4, 2021 to opt-out of the class;

however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery.

however, the total number of employees in the

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

class has not been definitively determined and is the subject of continuing discovery.

The opt-out period has been extended until such time that discovery has concluded.

2 unchanged sentences

On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks.

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

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)

A tentative settlement in the amount of $ 850,000 was reached on February 14, 2025.

Final court approval was obtained on September 12, 2025.

Braemar’s portion of the settlement is 11.7 %.

The case is now in the settlement administration phase.

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

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 June 30, 2025.

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

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

A hearing on a motion for preliminary approval of the settlement was held on October 27, 2025.

The Court issued a tentative ruling granting the motion for preliminary approval of settlement and scheduled a hearing for final approval on April 20, 2026.

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

6 unchanged sentences

A private mediation was held on December 27, 2024 to globally resolve the three outstanding matters.

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

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

A tentative settlement was reached subject to court approval.

As of September 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.

16 unchanged sentences

The amount of the class settlement is approximately $ 485,000 .

The hearing for final Court approval of the settlement is scheduled for August 27, 2025.

Final court approval was received on September 3, 2025.

Our assessment may change depending upon the development of any current or future legal proceedings, and the final results of such legal proceedings cannot be predicted with certainty.

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

5 unchanged sentences

(ii) utilize third-party hotel management companies to deliver its products and services to its customers;

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

(iii) are designed and operated to appeal to similar

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

individuals, groups, leisure, and business customers;

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.

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

and its territories.

12 unchanged sentences

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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

22 unchanged sentences

Hotel adjusted EBITDA $ 25,562 $ 25,050 $ 144,096 $ 147,107

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

Corporate, general and administrative ( 3,811 ) ( 8,874 ) ( 4,407 ) ( 11,105 )

Gain (loss) on disposition of assets and hotel properties 40,970 88,210 40,970 88,210

Equity in earnings (loss) of unconsolidated entities — ( 80 ) — ( 214 )

7 unchanged sentences

Net income (loss) $ 4,723 $ 39,835 $ 8,554 $ 41,530

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.

Subsequent Event

On November 6, 2025, we sold The Clancy pursuant to an Agreement of Purchase and Sale, entered into effective October 6, 2025, for $ 115.0 million in cash, subject to customary pro-rations and adjustments.

Additionally, the Company repaid approximately $ 64.7 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.

The net carrying value of the land, building and furniture, fixtures and equipment was approximately $ 66.9 million as of September 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