1 unchanged sentence
Rule 10b5-1 Trading Agreements
−Removed: During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.
Exhibit Description
12 unchanged sentences
Fifth Amended and Restated Bylaws, as amended by Amendment No.1 on February 27, 2024, adopted on February 27,2024 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on March 1, 2024) (File No.
−Removed: Agreement of Purchase and Sale, dated as of July 3, 2025, by and among Ashford Seattle Waterfront LP, Ashford TRS Seattle Waterfront LLC and Seafront Fjord Owner, LLC
+Added: Agreement of Purchase and Sale, dated as of October 6, 2025, by and among Ashford San Francisco II LP, Ashford TRS SF LLC and Block Nine Owner, LLC.
+Added: Agreement filed on August 26, 2025 by and among Braemar Hotels & Resorts Inc.
+Added: and Babek “Bob” Ghassemieh and the other signatories party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of August 25, 2025) (File No.
+Added: Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018, among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Hospitality Advisors LLC and Ashford Inc.
+Added: (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 23, 2018) (File No.
+Added: Letter Agreement, dated August 26, 2025, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Ashford Inc.
+Added: and Ashford Hospitality Advisors LLC.
+Added: (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 26, 2025) (File No.
+Added: Agreement of Purchase and Sale, dated as of July 3, 2025, by and among Ashford Seattle Waterfront LP and Ashford TRS Seattle Waterfront LLC, indirect subsidiaries of Braemar Hotels & Resorts Inc.
+Added: (incorporated by reference to Exhibit 10.
+Added: 1 to the Quarterly Report on Form 10-Q filed on August 11 , 2025) (File No.
+Added: Form of Indemnification Agreement between Braemar Hotels & Resorts Inc.
+Added: and each of its executive officers and directors.
31.1* Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 are formatted in XBRL (Extensible Business Reporting Language):
+Added: The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 are formatted in XBRL (Extensible Business Reporting Language):
(i) Consolidated Balance Sheets;
17 unchanged sentences
** Furnished herewith.
+Added: † Management contract or compensatory plan or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BRAEMAR HOTELS & RESORTS INC.
−Removed: August 8, 2025 By:
+Added: November 7, 2025 By:
/s/ RICHARD J.
President and Chief Executive Officer
−Removed: August 8, 2025 By:
+Added: November 7, 2025 By:
Chief Financial Officer
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.