What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-12 compared with 2025-03-12 · 168 added, 310 removed, 1359 unchanged (26% of the section changed)

7 unchanged sentences

We operate in the direct hotel investment segment of the hotel lodging industry.

As of March 10, 2025, we owned interests in 15 hotel properties in seven states, the District of Columbia, Puerto Rico and St.

Virgin Islands with 3,807 total rooms, or 3,667 net rooms, excluding those attributable to our joint venture partner.

As of March 9, 2026, we owned interests in 13 hotel properties in six states, the District of Columbia, Puerto Rico and St.

Virgin Islands with 3,028 total rooms.

The hotel properties in our current portfolio are predominantly located in U.S.

urban and resort locations with favorable growth characteristics resulting from multiple demand generators.

We own 14 of our hotel properties directly and the remaining hotel property through an investment in a majority-owned consolidated joint venture entity.

We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC” or the “Advisor”), a subsidiary of Ashford Inc., through an advisory agreement.

All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC.

Asset management functions include acquisition, renovation, financing and disposition of assets, operational accountability of managers, budget review, capital expenditures and property-level strategies as compared to the day-to-day management of our

hotel properties, which is performed by our hotel managers.

We do not have any employees.

2 unchanged sentences

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

Remington Hospitality, a subsidiary of Ashford Inc., manages four of our 15 hotel properties.

Remington Hospitality, a subsidiary of Ashford Inc., manages five of our 13 hotel properties.

Third-party management companies manage the remaining hotel properties.

1 unchanged sentence

has an ownership interest.

These products and services include, but are not limited to, design and construction services, debt placement and related 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, mobile key technology, broker-dealer services, and cash management services.

See note 17 to our consolidated financial statements.

10 unchanged sentences

include 360,000 shares owned by trusts.

has filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 and, on July 29, 2024, effected a reverse and forward stock split as part of a plan to deregister Ashford Inc.’s common stock under the Exchange Act and delist its common stock from the NYSE American LLC (the “NYSE American”).

The last day of trading of Ashford Inc.

common stock on the NYSE American was July 26, 2024.

Additionally, Mr.

Bennett acquired the right to direct votes, effective March 25, 2025, and as of December 31, 2025, those rights represented approximately 551,000 common shares.

As of December 31, 2025, Mr.

19 unchanged sentences

Ashford LLC aims to achieve this goal by benchmarking each asset’s performance compared to similar hotel properties within our portfolio.

Ashford LLC also monitors hotel operating

Ashford LLC also monitors hotel operating expenses.

If expense levels are not commensurate with the property revenues, Ashford LLC works with the property manager to implement cost-cutting initiatives.

Ashford LLC also evaluates and proposes strategies to improve the sales, marketing and revenue management efforts of the property manager as well as its ability to drive ancillary hotel revenues (e.g., spa, food and beverage, parking, and Internet).

Further, Ashford LLC works with the brands and management companies to negotiate favorable franchise agreement and hotel management agreement terms.

Further, Ashford LLC works with the brands and management companies to negotiate

favorable franchise agreement and hotel management agreement terms.

Finally, Ashford LLC participates in brand advisory committee and industry advocacy association meetings to provide feedback and input on new hotel brand and industry initiatives.

3 unchanged sentences

To the extent we sell hotel properties, we generally intend to redeploy the capital into investment opportunities that we believe will achieve higher returns, repay debt, or buy back our common stock or other securities.

As of March 10, 2025, we own interests in a high-quality, geographically diverse portfolio of 15 hotel properties located in seven states, the District of Columbia, Puerto Rico and St.

As of March 9, 2026, we own interests in a high-quality, geographically diverse portfolio of 13 hotel properties located in six states, the District of Columbia, Puerto Rico and St.

Virgin Islands.

Our properties have 3,807 total rooms, or 3,667 net rooms, excluding those attributable to our joint venture partner.

Our properties have 3,028 total rooms.

All of the hotel properties in our portfolio are generally located in markets that exhibit strong growth characteristics resulting from multiple demand generators.

Eight of the 15 hotel properties in our portfolio operate under brands affiliated with Marriott International, Inc.

Six of the 13 hotel properties in our portfolio are managed under brands affiliated with Marriott International, Inc.

(“Marriott”) and Hilton Worldwide, Inc.

One hotel property is managed by Accor Management US Inc.

(“Accor”), one is managed by Hyatt Corporation (“Hyatt”), one is managed by Four Seasons Hotels Limited (“Four Seasons”) and four hotel properties are managed by Remington Hospitality.

One hotel property is managed by Hyatt Corporation (“Hyatt”), one is managed by Four Seasons Hotels Limited (“Four Seasons”) and five hotel properties are managed by Remington Hospitality.

The material terms of these hotel management agreements are described below in “Certain Agreements—Hotel Management Agreements.” For the year ended December 31, 2025, approximately 74% of rooms revenue was generated by transient business, approximately 24% was generated by group sales and 2% was generated by contract sales.

10 unchanged sentences

Puerto Rico 96 100 % 67.48 % 2,195.81 1,481.67 10,327 22,506

Capital Hilton Washington, D.C.

Capital Hilton (6)

Washington, D.C.

559 100 % 74.32 % 273.86 203.54 (4,722) 16,862

Marriott Seattle Waterfront Seattle, WA 369 100 % 72.96 % 307.67 224.48 6,172 13,996

Pier House Resort & Spa Key West, FL 142 100 % 74.09 % 607.54 450.15 12,469 14,227

2 unchanged sentences

Sofitel Chicago Magnificent Mile Chicago, IL 415 100 % 69.83 % 261.73 182.76 (28,661) 6,220

The Clancy San Francisco, CA 410 100 % 66.29 % 301.79 200.05 (2,607) 5,733

The Ritz-Carlton Lake Tahoe (2)

3 unchanged sentences

Hotel Yountville Yountville, CA 80 100 % 54.34 % 638.09 346.75 (15,095) 3,057

Cameo Beverly Hills Los Angeles, CA 143 100 % 66.95 % 274.33 183.67 (5,778) (1,485)

Cameo Beverly Hills (7)

Los Angeles, CA 143 100 % 52.63 % 280.09 147.41 (8,424) (3,964)

Total / Weighted Average (5)

2 unchanged sentences

(1) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a reconciliation of Hotel EBITDA by property.

We own the Capital Hilton in a joint venture.

The Hilton La Jolla Torrey Pines, which was also part of the joint venture, was sold on July 17, 2024.

The operating results of the Hilton La Jolla Torrey Pines, including $9.1 million of hotel EBITDA, is excluded from the table above.

The Hotel EBITDA represents the total amount for each hotel during our period of ownership, not our pro rata amount based on our ownership percentage.

4 unchanged sentences

(5) Calculated on a portfolio basis for the 13 hotel properties in our portfolio as of December 31, 2025.

(6) The hotel was 75% majority owned by Braemar through November 2025.

(7) On August 1, 2023, the Company announced the rebranding and planned conversion of the hotel to the Cameo Beverly Hills.

Following an extensive renovation that was completed in December 2025, the hotel joined LXR Hotels & Resorts.

Capital Hilton, Washington, D.C.

We own a 75% partnership interest in Ashford HHC Partners III LP, which has a fee simple interest in the Capital Hilton.

CHH Capital Hotel Partners LP, a subsidiary of Ashford HHC Partners III LP, leases the Capital Hilton to CHH Capital Tenant Corp.

The remaining 25% partnership interest in Ashford HHC Partners III LP is owned by Park Hotels & Resorts, Inc.

The hotel opened in 1943 and is comprised of 559 guest rooms, including 283 king rooms, 94 queen/queen rooms, 90 double/double rooms, 81 single queen rooms and two parlor suites.

We own a fee simple interest in the Capital Hilton.

The hotel opened in 1943 and is comprised of 559 guest rooms, including 239 king rooms, 87 queen/queen rooms, 91 double/double rooms, 80 single queen rooms, 49 junior suites, ten superior suites and three executive suites.

Approximately $110.0 million has been spent on capital expenditures since the acquisition of the hotel by Ashford HHC Partners III LP in 2007, which has included renovations to the guest rooms, public space, meeting space, lobby and restaurant.

37 unchanged sentences

(1) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a reconciliation of net income (loss) to Hotel EBITDA by property.

We own the Capital Hilton in a joint venture.

The Hotel EBITDA amount for this hotel represents the total amount for this hotel, not our pro rata amount based on our 75% ownership percentage.

Marriott Seattle Waterfront, Seattle, Washington

Our subsidiary, Ashford Seattle Waterfront LP, owns a fee simple interest in the Marriott Seattle Waterfront.

The hotel opened in 2003 and is comprised of 362 guest rooms and 7 suites, including 240 king rooms and 129 queen/queen rooms.

About half of the hotel’s guest rooms have water views overlooking Elliott Bay with the remaining guest rooms having partial water views.

Approximately $35.2 million has been spent on capital expenditures since the acquisition of the hotel in 2007.

Capital improvements in 2017 included the relocation of the M Club from the eighth floor to the lobby level, which recaptured three guest rooms.

A transformative guest room and corridor renovation occurred in 2022 which included case goods, flooring, wall covering, soft goods, lighting, and bathrooms and added 8 new keys.

The hotel is located on the Seattle Waterfront within walking distance of Pike Place Market, a unique retail experience and a major Seattle tourist attraction.

Numerous food vendors providing locally produced food, retail shops offering a variety of merchandise and the original Starbucks Coffee Shop complement the venue.

The Seattle Great Wheel, one of the tallest Ferris wheels in the western United States, and the Seattle Aquarium are located along Alaskan Way, which is in close proximity to the hotel.

The hotel is also located directly across from the Pier 66 cruise terminal, a strong leisure demand generator during the six-month long cruise season.

Additional property highlights include:

• Meeting Space :

Approximately 18,000 square feet of meeting space.

• Food and Beverage :

The Marriott Seattle Waterfront hosts:

(i) Hook and Plow, a full-service restaurant with 192 seats;

(ii) Lobby Bar/Library with 120 seats;

and (iii) the “Market” offering snacks, drinks and sundry items.

• Other Amenities :

The hotel has a fitness center, indoor/outdoor connected pool, business center, guest laundry facilities, valet parking and three electric vehicle charging stations.

Location and Access .

The hotel is conveniently located on the Seattle waterfront, just off of the Alaskan Way S.

exit from Highway 99 N.

The hotel is approximately 13 miles from the Seattle/Tacoma International Airport.

Operating History .

The following table shows certain historical information regarding the Marriott Seattle Waterfront since 2022:

Year Ended December 31,

2024 2023 2022

73.0 % 70.7 % 56.9 %

$ 307.67 $ 298.39 $ 286.14

$ 224.48 $ 210.94 $ 162.75

Selected Financial Information .

The following tables show certain selected financial information regarding the Marriott Seattle Waterfront since 2022 (dollars in thousands):

Year Ended December 31,

2024 2023 2022

Total Revenue

$ 38,776 $ 34,629 $ 26,385

Rooms Revenue

30,317 28,410 21,445

Hotel net income 6,172 5,471 3,790

Hotel net income margin 15.9 % 15.8 % 14.4 %

Hotel EBITDA (1)

13,996 12,816 9,217

Hotel EBITDA Margin (1)

36.1 % 37.0 % 34.9 %

__________________

The Clancy, San Francisco, California

Our subsidiary, Ashford San Francisco II LP, owns a fee simple interest in The Clancy.

The hotel opened in 2001 and is comprised of 410 guest rooms, including 196 king rooms, 184 queen/queen rooms and 30 suites.

Approximately $77.6 million has been spent on capital expenditures since the acquisition of the hotel in 2007, which included a restaurant renovation, a guest room soft goods renovation and a meeting space renovation.

In early 2017, the hotel began an extensive custom designed guest room renovation.

As part of this renovation we increased the room count from 405 to 410 rooms utilizing former conference suites.

The new guest rooms reflect the hotel’s ideal location in the new and evolving SoMa district.

Bold vibrant colors with calming grey undertones mimic the stunning visual beauty expressed in the iconic city of San Francisco.

Innovative smart technology combined with comfort and luxury provide travelers with an intriguing and unique experience.

On October 1, 2020, we announced the opening of The Clancy, a conversion of the Courtyard San Francisco Downtown into a full service hotel within Marriott’s Autograph Collection®.

The conversion included a complete redesign of the lobby, front desk, food and beverage outlets, meeting spaces, public areas and the façade.

The custom designed guest rooms are commensurate with an upper upscale brand.

Adding a few additional amenities and accessories completed their transition to an Autograph Collection hotel.

The reimaged public space and modern guest rooms elevate The Clancy within the upper upscale market.

The hotel is located conveniently downtown in the heart of the SoMa district of San Francisco.

The hotel is located near numerous high tech businesses and attractions, including the Moscone Convention Center, Transbay Transit Center, Oracle Park, Union Square and the Metreon Complex.

Additional property highlights include:

• Meeting Space :

Approximately 9,900 square feet of indoor meeting space and nearly 1,000 square feet of private outdoor reception areas.

In 2022, we converted the former indoor swimming pool space into an approximate 1,200 square foot meeting room, which includes an outdoor balcony space overlooking the Block 9 Courtyard.

Located on the second floor adjacent to the majority of the hotel’s meeting space, this new meeting room will allow the hotel to capture additional groups while providing much greater flexibility to the group meeting guests.

• Food and Beverage :

The transformed food and beverage outlets at The Clancy include completely reconfigured spaces to meet the requirements of today’s discerning traveler.

The Seven Square Tap Room, serves as the main dining option for the property and seats 118.

The dining area seats 78.

The bar and lounge area seats six at the bar and 34 in the lounge.

The Lobby Lounge is configured with a bar, couches, small tables and a community table, seats 43 guests including 10 at the bar, 10 at the community table and 23 in various other seating configurations.

The Radiator Coffee Salon, open for breakfast and light lunches, seats 35 patrons at tables and stadium style seating.

An exterior sales window allows the outlet to capture business from local residents and office commuters.

Two exterior venues are available for both group and transient guests:

the original outdoor courtyard, renamed Block 9 and a completely new space, the Parklet.

Block 9 includes a fire pit and has been redesigned to be flexible enough to offer overflow seating for the Lobby Lounge and for private receptions.

Total seating in Block 9 encompasses 56 seats in lounge, table and stadium seating configurations.

The Parklet is completely covered and can be used for small receptions and outdoor seating.

• Other Amenities :

The hotel has a fully equipped 1,400 square foot fitness center.

In 2022 we expanded the fitness center by approximately 600 square feet.

SOMA Mercantile, a gift shop of approximately 100 square feet contains food, beverage and retail items unique to San Francisco, along with national brand favorites.

Valet parking is available in a two level subterranean garage.

• Original Art:

During the conversion process, we commissioned two new outdoor murals, located in Block 9 and the Parklet and two sculptures, one located on a lobby wall and one on the exterior of the building.

The hotel’s original art piece, a globe representing San Francisco’s unique position as a world class city, was moved from Block 9 to a prominent position in the Parklet.

Location and Access .

The hotel is located in downtown San Francisco and is easily accessible from Interstate 80 and US 101.

The hotel is approximately 14 miles from the San Francisco International Airport.

The Montgomery Street BART (Bay Area Rapid Transit) station is approximately three blocks from the hotel providing convenient access to the airport and East Bay communities.

Operating History .

The following table shows certain historical information regarding The Clancy since 2022:

Year Ended December 31,

2024 2023 2022

66.3 % 70.8 % 70.1 %

$ 301.79 $ 309.19 $ 298.91

$ 200.05 $ 218.95 $ 209.38

Selected Financial Information .

The following tables show certain selected financial information regarding The Clancy since 2022 (dollars in thousands):

Year Ended December 31,

2024 2023 2022

Total Revenue

$ 36,389 $ 38,754 $ 36,163

Rooms Revenue

30,020 32,767 31,334

Hotel net income (2,607) (462) (2,872)

Hotel net income margin (7.2) % (1.2) % (7.9) %

Hotel EBITDA (1)

5,733 9,276 8,354

Hotel EBITDA Margin (1)

15.8 % 23.9 % 23.1 %

__________________

The Notary Hotel, Philadelphia, Pennsylvania

Our subsidiary, Ashford Philadelphia Annex LP, owns a fee simple interest in The Notary Hotel.

We own a fee simple interest in The Notary Hotel.

The hotel opened in 1999 and is comprised of 499 guest rooms, including 311 king rooms, 109 queen/queen rooms, 77 double/double rooms and two parlor suites.

5 unchanged sentences

The property joined Marriott’s Autograph Collection®, a diverse portfolio of independent hotels around the world that reflect unique vision, design and environments.

It is located in the center of Philadelphia’s downtown business district, across from City Hall and one block from the Philadelphia Convention Center.

It is located in the center of Philadelphia’s downtown business district, across

from City Hall and one block from the Philadelphia Convention Center.

The hotel is also conveniently located next to the Historical District, the Reading Terminal Market, the University of Pennsylvania and Independence Hall.

78 unchanged sentences

Pier House Resort & Spa, Key West, Florida

On March 1, 2014, we acquired a fee simple interest in the Pier House Resort & Spa from Ashford Trust pursuant to an option agreement that we entered into in connection with our spin-off from Ashford Trust.

On March 1, 2014, we acquired a fee simple interest in the Pier House Resort & Spa from Ashford Hospitality Trust, Inc.

(“Ashford Trust”) pursuant to an option agreement that we entered into in connection with our spin-off from Ashford Trust.

The hotel opened in 1968 and is comprised of 142 guest rooms, including 76 king rooms, 43 queen/queen rooms and 23 suites.

39 unchanged sentences

On July 9, 2015, we acquired a 100% leasehold interest in the Bardessono Hotel and Spa in Yountville, California, which is subject to a ground lease that initially expires in 2065, with two 25-year extension options.

The Bardessono Hotel and Spa was built in 2009 and has 65 luxurious rooms and suites built and operated with a primary focus on green practices and is LEED Platinum certified.

The Bardessono Hotel and Spa was built in 2009 and has 65 luxurious rooms and suites built and operated with a primary focus on green practices.

In 2016 the meeting space was renovated.

In 2019 we completed construction of a 3,705 square foot Maple Grove Villa, which consists of three large suites, each of which boasts a distinctive great room, stately king bedroom, spa bathroom, courtyard and plunge pool.

Guestrooms were renovated in 2024 and 2025, the old fitness center was transformed into a new 328 square foot parlor, with a 575 square foot private patio, that can connect to existing adjoining guestrooms to create either a one or two-bedroom suite.

Approximately $14.4 million has been spent on capital expenditures since the acquisition of the hotel in July 2015.

39 unchanged sentences

Virgin Islands

On December 15, 2015, we acquired a 100% interest in The Ritz-Carlton St.

On December 15, 2015, we acquired a fee simple interest in The Ritz-Carlton St.

Thomas on the island of St.

46 unchanged sentences

The Park Hyatt Beaver Creek Resort & Spa, Beaver Creek, Colorado

On March 31, 2017, we acquired a 100% interest in the 190-room Park Hyatt Beaver Creek Resort & Spa in Beaver Creek, Colorado.

On March 31, 2017, we acquired a fee simple interest in the 190-room Park Hyatt Beaver Creek Resort & Spa in Beaver Creek, Colorado.

In December 2022, we acquired three additional keys that were added to inventory in February 2023, bringing the total hotel room count to 193.

1 unchanged sentence

The Park Hyatt Beaver Creek Resort & Spa is an integral part of the Beaver Creek Village as the only full-service hotel with direct ski-in/ski-out access.

The Park Hyatt Beaver Creek Resort & Spa was built in 1989 and has 193 luxurious and spacious rooms, including 83 king rooms, 67 double/double rooms, 20 double/queen rooms, 19 suites and four suite parlors.

The Park Hyatt Beaver Creek Resort & Spa was built in 1989 and has 193 luxurious and spacious rooms, including 91 king rooms, 79 double/queen rooms, 19 suites and four suite parlors.

The hotel underwent a full lobby renovation in 2019, which included a new lobby bar and the addition of an epicurean market.

The fitness center and meeting space located within the hotel footprint were renovated in 2023.

In 2025, an extensive renovation of the guestrooms occurred which replaced all soft goods and case goods, including converting all double sized beds to queen, and bathroom work that included select tub to shower conversions.

Approximately $49.6 million has been spent on capital expenditures since the acquisition of the hotel in March 2017.

35 unchanged sentences

Hotel Yountville, Yountville, California

On May 11, 2017, we acquired a 100% interest in the 80-room Hotel Yountville in Yountville, California.

On May 11, 2017, we acquired a fee simple interest in the 80-room Hotel Yountville in Yountville, California.

The Hotel Yountville was originally built in 1998 and, in 2011, underwent an extensive expansion and renovation that upgraded all guest rooms, adding 29 new guest rooms, and added a restaurant, spa, meeting and event space, an outdoor pool, and lounge patio.

Currently, the property has 80 luxury rooms consisting of 62 king rooms, eight double/queen rooms and 10 suites.

Currently, the property has 80 luxury rooms consisting of 61 king rooms, nine double/queen rooms and 10 suites.

All guestrooms went through a full renovation in 2025.

Approximately $12.7 million has been spent on capital expenditures since the acquisition of the hotel in May 2017.

3 unchanged sentences

• Food and Beverage :

The property has the acclaimed 46-seat Heritage Oak restaurant and bar, in-room dining service and a complimentary glass of wine upon check-in.

The property has the acclaimed 46-seat Heritage Oak restaurant and bar, Y Bar Lounge and Terrace, a seasonal pool bar, in-room dining service and a complimentary glass of wine upon check-in.

• Other Amenities :

1 unchanged sentence

Its outdoor amenities are notable as well, including a resort-style outdoor heated pool and lounge, landscaping and water features, and the availability of complimentary bicycles for guest use.

• The property includes Hopper Creek Apartments which is a 25-unit multifamily community designated as affordable housing.

The community is spread across three two-story residential buildings and one apartment located on the second floor of a building that houses executive offices.

Location and Access .

26 unchanged sentences

The Ritz-Carlton, Sarasota, Florida

On April 4, 2018, we acquired a 100% interest in The Ritz-Carlton Sarasota in Sarasota, Florida for $171.4 million and a 22-acre plot of vacant land for $9.7 million.

On April 4, 2018, we acquired a fee simple interest in The Ritz-Carlton Sarasota in Sarasota, Florida for $171.4 million and a 22-acre plot of vacant land for $9.7 million.

Approximately $41.0 million has been spent on capital expenditures since the acquisition of the hotel in April 2018.

36 unchanged sentences

The Ritz-Carlton, Lake Tahoe, California

On January 15, 2019, we acquired a 100% interest in the 170-room Ritz-Carlton Lake Tahoe located in Truckee, California for $120.0 million.

On January 15, 2019, we acquired a fee simple interest in the 170-room Ritz-Carlton Lake Tahoe located in Truckee, California for $120.0 million.

Approximately $52.4 million has been spent on capital expenditures since the acquisition of the hotel in January 2019.

1 unchanged sentence

In 2024, further capital investments were made to enhance the meeting space, fitness center, Manzanita restaurant and The Living Room.

In 2025, the café was renovated and transformed into an elevated fast casual cantina.

The Ritz-Carlton Lake Tahoe was built in 2009 and has 170 luxurious and spacious rooms, including 17 suites.

The resort also offers an array of amenities, including ski-in/ski-out access to Northstar Ski Mountain, the ultra-luxury Lake Club on the shore of Lake Tahoe, a 17,000 square foot full-service spa, six food and beverage outlets, including the acclaimed Manzanita restaurant, over 37,000 square feet of flexible indoor/outdoor meeting space, two outdoor pools and state-of-the-art fitness club and yoga studio.

The resort also offers an array of amenities, including ski-in/ski-out access to Northstar California Resort, the ultra-luxury Lake Club on the shore of Lake Tahoe, a 17,000 square foot full-service spa, six food and beverage outlets, including the acclaimed Manzanita restaurant, over 37,000 square feet of flexible indoor/outdoor meeting space, two outdoor pools and state-of-the-art fitness club and yoga studio, as well as a Ritz-Carlton Club Lounge.

Additional property highlights include:

2 unchanged sentences

• Food and Beverage :

The property features six food and beverage outlets, including the extraordinary North Lake Tahoe dining in Manzanita, featuring artfully crafted cuisine and Backyard Bar and BBQ, featuring St.

Louis style BBQ favorites.

The property features six food and beverage outlets, including the signature restaurant, Manzanita, which features locally sourced produce, meats and seafood, Backyard Bar and BBQ, featuring St.

Louis style BBQ favorites, the resort’s new slopeside restaurant Montesa, Cantina Moderna serving elevated takes on traditional Mexican street food and cocktails, and The Living Room Lodge which is the ideal space to enjoy a handcrafted cocktail and casual dining menu.

• Other Amenities :

1 unchanged sentence

Location and Access .

Located in the North Lake Tahoe area, the property is situated mid-mountain at the Northstar Ski Area.

Located in the North Lake Tahoe area, the property is situated mid-mountain at the Northstar California Resort.

With its premier location, luxury brand affiliation and world-class amenities, The Ritz-Carlton Lake Tahoe is positioned as the leading resort in one of the country’s most popular tourist destinations.

28 unchanged sentences

Cameo Beverly Hills, Beverly Hills, California

On August 5, 2021, the Company acquired a 100% interest in the 138-room Cameo Beverly Hills (formerly known as the Mr.

On August 5, 2021, the Company acquired a fee simple interest in the 138-room Cameo Beverly Hills (formerly known as the Mr.

C Beverly Hills Hotel) and five luxury residences adjacent to the hotel.

4 unchanged sentences

On August 1, 2023, the Company announced the rebranding and planned conversion of the hotel to the Cameo Beverly Hills.

Following an extensive renovation, which is expected to be completed by the end of 2025, the hotel will join LXR Hotels & Resorts.

Following an extensive renovation that was completed in December 2025, the hotel joined LXR Hotels & Resorts.

Additional property highlights include:

• Meeting Space :

The property has over 24,000 sq.

of flexible indoor/outdoor meeting space.

The property has over 24,000 square feet of flexible indoor/outdoor meeting space.

The 12 th floor ballroom features unparalleled 360-degree panoramic views of Beverly Hills.

• Food and Beverage :

The property also features I1 Moderno which offers a menu of classic southern Italian recipes with a California flair.

The property also features Zampo, a Peruvian fusion that celebrates the bold vibrancy of Peru and the refined precision of Japan, and Silhouette Lounge which is the ideal place to gather, laugh and savor the world’s flavors together.

• Other Amenities :

The property offers an outdoor pool terrace with daybeds and cabanas, state-of-the-art fitness center and a business center.

The property offers an outdoor pool terrace with daybeds and cabanas, state-of-the-art fitness center, spa and a business center.

Location and Access .

With its premier location in the heart of West Los Angeles, the property is in the middle of more than 45 million sq.

of office space, supporting substantial corporate demand and a wide array of world-renowned leisure demand generators, including unrivaled shopping with high-end retailers, vibrant restaurants and various art and cultural attractions.

With its premier location in the heart of West Los Angeles, the property is in the middle of more than 45 million square feet of office space, supporting substantial corporate demand and a wide array of world-renowned leisure demand generators, including unrivaled shopping with high-end retailers, vibrant restaurants and various art and cultural attractions.

Operating History .

23 unchanged sentences

The Ritz-Carlton Reserve, Dorado, Puerto Rico

On March 11, 2022, the Company acquired a 100% interest in the 96-room Ritz-Carlton Reserve Dorado Beach in Dorado, Puerto Rico.

On March 11, 2022, the we acquired a fee simple interest in the 96-room Ritz-Carlton Reserve Dorado Beach in Dorado, Puerto Rico.

Approximately $13.4 million has been spent on capital expenditures since the acquisition.

15 unchanged sentences

The following table shows certain historical information regarding Ritz-Carlton Reserve Dorado Beach since 2023:

Year Ended December 31, Year Ended December 31,

2022 (Combined)

Period from March 11, 2022 through December 31, 2022

January 1, 2022 through

March 10, 2022

Year Ended December 31,

2025 2024 2023

6 unchanged sentences

The following table shows certain selected financial information regarding The Ritz-Carlton Reserve Dorado Beach since 2023 (dollars in thousands):

Year Ended December 31, Year Ended

December 31, 2022 (Combined)

Period from March 11, 2022 through December 31, 2022

January 1, 2022 through

March 10, 2022

Year Ended December 31,

2025 2024 2023

Total Revenue

11 unchanged sentences

(1) Rooms revenue does not include the operations of the voluntary rental program with respect to residential units not owned by the Company.

(2) Hotel net income (loss) for the periods before the Company’s ownership includes the predecessor hotel net income (loss) and adjustments for depreciation and interest as if the Company owned the hotel during the predecessor periods.

(2) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a reconciliation of net income (loss) to Hotel EBITDA by property.

The hotel operating results for the period from March 11, 2022 through December 31, 2022 represent the operating results since the acquisition of the hotel on March 11, 2022.

The hotel operating results for the period from January 1, 2022 through March 10, 2022 represent the period before our ownership and were obtained from the prior owner.

The Company performed a limited review of the information as part of its analysis of the acquisition.

No financial statements were prepared, audited or reviewed for the period from January 1, 2022 through March 10, 2022.

Four Seasons Resort, Scottsdale, Arizona

On December 1, 2022, the Company acquired a 100% interest in the 210-room Four Seasons Resort Scottsdale at Troon North in Scottsdale, Arizona.

On December 1, 2022, we acquired a fee simple interest in the 210-room Four Seasons Resort Scottsdale at Troon North in Scottsdale, Arizona.

Approximately $12.9 million has been spent on capital expenditures since the acquisition.

The Four Seasons Resort Scottsdale was opened in 1999.

It has 210 luxurious and spacious guest rooms, including 22 suites that average 1,214 sq.

in size, all boasting private patios or balconies overlooking the colorful desert landscapes.

It has 210 luxurious and spacious guest rooms, including 22 suites that average 1,214 square feet in size, all boasting private patios or balconies overlooking the colorful desert landscapes.

Additional property highlights include:

4 unchanged sentences

• Other Amenities :

The property offers locally inspired spa treatments at the 9,000 sq.

spa, a bi-level pool.

The property offers locally inspired spa treatments at the 9,000 square foot spa, a bi-level pool.

It also offers guests opportunities for outdoor adventure, including close shuttle access to two world-class golf courses, four pickleball and two tennis courts, as well as the opportunities to hike, bike or rock climb surrounding hills.

4 unchanged sentences

The following table shows certain historical information regarding the Four Seasons Resort Scottsdale since 2023:

Year Ended December 31, Year Ended December 31, 2022 (Combined)

Period from December 1, 2022 through December 31, 2022 Period from January 1, 2022 through November 30, 2022

Year Ended December 31,

2025 2024 2023

4 unchanged sentences

The following table shows certain selected financial information regarding the Four Seasons Resort Scottsdale Hotel since 2023 (dollars in thousands):

Year Ended December 31, Year Ended December 31, 2022 (Combined)

Period from December 1, 2022 through December 31, 2022 Period from January 1, 2022 through November 30, 2022

Year Ended December 31,

2025 2024 2023

Total Revenue

10 unchanged sentences

__________________

(1) Hotel net income (loss) for the periods before the Company’s ownership includes the predecessor hotel net income (loss) and adjustments for depreciation and interest as if the Company owned the hotel during the predecessor periods.

The hotel operating results for the period from December 1, 2022 through December 31, 2022 represent the operating results since the acquisition of the hotel on December 1, 2022.

The hotel operating results for the period from January 1, 2022 through November 30, 2022 represent periods before our ownership and were obtained from the prior owner.

The Company performed a limited review of the information as part of its analysis of the acquisition.

The financial statements as of and for the nine months ended September 30, 2022 were included in our Current Report on Form 8-K filed on December 1, 2022.

No financial statements were prepared, audited or reviewed for the period from October 1, 2022 through November 30, 2022.

Asset Management

13 unchanged sentences

Hotel Management Agreements .

Eleven of our hotel properties are operated pursuant to a hotel management agreement with one of five brand management companies and four of our hotel properties are operated pursuant to a hotel management agreement with Remington Hospitality, a hotel management company and a subsidiary of Ashford Inc.

Eight of our hotel properties are operated pursuant to a hotel management agreement with one of four brand management companies and five of our hotel properties are operated pursuant to a hotel management agreement with Remington Hospitality, a hotel management company and a subsidiary of Ashford Inc.

Each management company receives a base management fee and may also be eligible to receive an incentive management fee if hotel operating income, as defined in the respective management agreement, exceeds certain thresholds.

The incentive management fee is

generally calculated as a percentage of hotel operating income after we have received a priority return on our investment in the hotel.

The incentive management fee is generally calculated as a percentage of hotel operating income after we have received a priority return on our investment in the hotel.

See “Certain Agreements—Hotel Management Agreements.”

Franchise Agreements .

The Cameo Beverly Hills operates under a franchise agreement.

The management agreements with Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons, Hyatt or Accor allow eleven of our hotel properties to operate under the Marriott, Autograph Collection, The Ritz-Carlton, Ritz-Carlton Reserve, Hilton, Four Seasons, Park Hyatt or Sofitel brand names, as applicable, and provide benefits typically associated with franchise agreements, including, among others, the use of Marriott’s (or its affiliates), Hilton’s (or its affiliates), Four Seasons’ (or its affiliates), Hyatt’s (or its affiliates) or Accor’s (or its affiliates), applicable, reservation system and guest loyalty and reward program.

Any intellectual property and trademarks of Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons (or its affiliates), Hyatt (or its affiliates) or Accor (or its affiliates), as applicable, are exclusively owned and controlled by the applicable manager (or its affiliates) and the management agreement with Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons, Hyatt, and Accor grants the applicable manager the rights to use such intellectual property or trademarks with respect to the applicable hotel.

The management agreements with Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons, or Hyatt allow eight of our hotel properties to operate under the Autograph Collection, The Ritz-Carlton, Ritz-Carlton Reserve, Hilton, Four Seasons or Park Hyatt brand names, as applicable, and provide benefits typically associated with franchise agreements, including, among others, the use of Marriott’s (or its affiliates), Hilton’s (or its affiliates), Four Seasons’ (or its affiliates), or Hyatt’s (or its affiliates), applicable, reservation system and guest loyalty and reward program.

Any intellectual property and trademarks of Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons (or its affiliates) or Hyatt (or its affiliates), as applicable, are

exclusively owned and controlled by the applicable manager (or its affiliates) and the management agreement with Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons and Hyatt, grants the applicable manager the rights to use such intellectual property or trademarks with respect to the applicable hotel.

Licensing Agreement.

9 unchanged sentences

In connection with our ability to use Four Seasons name and mark, we are obligated to pay a royalty fee of 0.5% of gross revenues.

Franchise Agreements.

Cameo Beverly Hills is subject to a Franchise Agreement, which allows the hotel to use the LXR name and system for 25 years and is non-renewable.

Among other fees, we are obligated to pay monthly franchise fees and program fees under the Franchise Agreement.

Monthly franchise fees are 3% of Gross Rooms Revenue (GRR) through April 30, 2026, at which time they will increase to 4% of GRR through December 31, 2026, and then they will increase to 5% of GRR for the remainder of the term.

Monthly program fees are 2% of GRR through April 30, 2026, at which time they will increase to 3% of GRR through August 3, 2026, and then they will increase to 4% of GRR for the remainder of the term.

Sofitel Chicago Magnificent Mile is subject to a Franchise Agreement, which allows the hotel to use the Sofitel name and system for 16 years and is renewable for two additional periods of five-years each.

Among other fees, we are obligated to pay monthly royalty fees and marketing fees under the Franchise Agreement.

Monthly royalty fees are 4.4% of Room Revenue.

Monthly marketing fees are 1.5% of Room Revenue.

Our Financing Strategy

60 unchanged sentences

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

“Net Asset Fee Adjustment” shall be equal to (i) the product of the Sold Non-ERFP Asset Amount (as more particularly defined in the advisory agreement, but generally equal to the net sales prices of real property (other than any Enhanced Return Hotel Assets (as defined in the ERFP Agreement)) sold or disposed of after the date of the ERFP Agreement, commencing with and including the first such sale) and 0.70% plus (ii) the product of the Sold ERFP

Asset Amount (as more particularly defined in the advisory agreement, but generally equal to the net sales prices of Enhanced Return Hotel Assets sold or disposed of after the date of the ERFP Agreement, commencing with and including the first such sale) and 1.07%.

Enhanced Return Hotel Assets sold or disposed of after the date of the ERFP Agreement, commencing with and including the first such sale) and 1.07%.

The minimum base fee for Braemar for each month will be equal to the greater of:

16 unchanged sentences

• Equity Compensation.

To incentivize employees, officers, consultants, non-employee directors, affiliates and representatives of Ashford LLC, or its affiliates, to achieve our goals and business objectives, as established by our board of directors, in addition to the base fee and the incentive fee described above, our board of directors has the authority to make equity awards to Ashford LLC or directly to employees, officers, consultants and non-employee directors of Ashford LLC, or its affiliates, based on our achievement of certain financial and other hurdles established

by our board of directors.

These annual equity awards are intended to provide an incentive to Ashford LLC and its employees to promote the success of our business.

The compensation committee of our board of directors has full discretion regarding the grant of any annual equity awards, and other than the overall limitation on the total number of shares that are authorized to be granted under our Second Amended and Restated 2013 Equity Incentive Plan (as amended, the “2013 Equity Incentive Plan”) there are no limitations on the amount of these equity awards.

The Company currently does not have an equity incentive plan .

• Expense Reimbursement.

7 unchanged sentences

If, and to the extent that, we request Ashford LLC to render services on our behalf other than those required to be rendered by it under the advisory agreement, such additional services shall be compensated separately at market rates, as defined in the advisory agreement.

• Assignment.

Ashford LLC may assign its rights under the agreement without our approval to any affiliate under the control of Ashford Inc.

9 unchanged sentences

however, if we materially change our investment guidelines without the express consent of Ashford LLC, Ashford LLC will use its best judgment to allocate investment opportunities to us and Ashford Trust, taking into account such factors as it deems relevant, in its discretion, subject to any then-existing obligations of Ashford LLC to other entities.

In the advisory agreement, we declared

our initial investment guidelines to be hotel real estate assets primarily consisting of equity or ownership interests, as well as debt investments when such debt is acquired with the intent of obtaining an equity or ownership interest, in:

In the advisory agreement, we declared our initial investment guidelines to be hotel real estate assets primarily consisting of equity or ownership interests, as well as debt investments when such debt is acquired with the intent of obtaining an equity or ownership interest, in:

• full-service hotels and resorts with trailing 12 month average RevPAR or anticipated 12 month average RevPAR of at least twice the then-current U.S.

14 unchanged sentences

All related party transactions are approved by either the Related Party Transactions Committee or the independent members of our board of directors.

Letter Agreement

On August 26, 2025, Braemar entered into a Letter 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 (the “Company Sale Fee”).

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 consolidated balance sheet.

Amendment to Letter Agreement

On December 22, 2025, Braemar entered into an amendment to the Letter Agreement (the “Amendment”).

The Amendment was entered into in order to eliminate unintended ambiguity regarding the circumstances under which the termination fees become due and payable to Ashford Inc.

and the timing of payment in order to more fully reflect the parties’ original intent under the Letter Agreement and ensure consistency across potential transaction structures in how the proceeds from a Company Sale Transaction (as defined in the Letter Agreement) are applied.

Specifically, the Amendment revises the definition of “Company Sale Transaction” to clarify that it is a Company Change of Control (as defined in the advisory agreement).

Pursuant to the Amendment, Braemar and Ashford Inc.

further agreed that the Company Sale Fee (as defined in the Letter Agreement) will be paid directly to Ashford Inc.

from Net Sale Proceeds (as defined in the Amendment) of a Company

Sale Transaction (as defined in the Amendment), after payment of any Master Agreement Termination Fee (as defined in the Amendment), but before any other payments, dividends or distributions are made.

In the event that Braemar’s assets are sold in more than one Company Sale Transaction and the Net Sale Proceeds from a particular Company Sale Transaction is insufficient to pay the Company Sale Fee and accrued fees in full, the Amendment provides that the Net Sale Proceeds from subsequent sales or dispositions of assets will be applied towards the payment of the Company Sale Fee until the Company Sale Fee is paid in full.

The Amendment further provides that upon the complete satisfaction and discharge of the Company Sale Fee, and the Master Agreement Termination Fee (if applicable), each of the Company and Ashford Inc.

may terminate the advisory agreement upon providing 60 days’ prior written notice to the other.

The Amendment further provides that in the case of a sale or disposition of assets representing 50% or more of the Gross Asset Value (as defined in the advisory agreement and calculated as of January 1, 2025) of all of Braemar’s assets, the buyer must pay directly to Ashford Inc.

the cash proceeds from such sale or disposition transaction necessary to satisfy the Master Agreement Termination Fee, and the related master agreements will terminate upon closing of such transaction.

If proceeds are insufficient to pay the Master Agreement Termination Fee, proceeds from subsequent sales will be applied until the fee is paid in full.

Additionally, upon the approval of a plan of liquidation by Braemar’s stockholders, the master agreements will terminate, subject to payment of the Master Agreement Termination Fee.

\ Hotel Management Agreements

3 unchanged sentences

Thomas, which is owned by a TRS), which in turn have engaged hotel managers to manage our hotel properties.

Each of our hotel properties, other than the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville and Cameo Beverly Hills (which are operated by Remington Hospitality), are operated pursuant to a hotel management agreement with one of five independent hotel management companies:

(1) Hilton Management LLC, (2) Marriott Hotel Services, LLC (or its affiliates, The Ritz-Carlton Hotel Company, L.L.C., Ritz-Carlton (Virgin Islands), Inc., and Luxury Hotels International of Puerto Rico, Inc.), (3) Four Seasons, (4) Accor, and (5) Hyatt.

Each of our hotel properties, other than the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville, Cameo Beverly Hills and Sofitel Chicago Magnificent Mile (which are operated by Remington Hospitality), are operated pursuant to a hotel management agreement with one of four independent hotel management companies:

The terms of each of the hotel management agreements, as well as any remaining extension, are set forth in the table below:

Hotel Effective Date

Expiration Date Extension Options By Manager

Expiration Date Remaining Extension Options By Manager

Capital Hilton

12/17/2003 12/31/2033 Two 10-year options

Marriott Seattle Waterfront

Four 10-year options

10/1/2020 12/31/2032

Four 5-year options

The Notary Hotel

1 unchanged sentence

The Ritz-Carlton Sarasota

1/1/2015 12/31/2030

1/1/2015 12/31/2030 Two 10-year options

Sofitel Chicago Magnificent Mile

Three 10-year options

5/5/2025 5/5/2035 Three 7-year options and one 4-year option

Pier House Resort & Spa

5 unchanged sentences

Park Hyatt Beaver Creek Resort & Spa

12/11/1987 12/31/2029

12/11/1987 12/31/2029 One 10-year option

7 unchanged sentences

Four Seasons Resort Scottsdale 3/29/1996 12/31/2039 Two 20-year options

Each hotel management company receives a base management fee (expressed as a percentage of gross revenues) ranging from 3.0%–5.0%, as well as an incentive management fee calculated as a percentage of hotel operating income, in certain cases after funding of certain requirements, including the capital renewal reserve, and in certain cases after we have received a priority return on our investment in the hotel (referred to as the owner’s priority), as summarized in the chart below:

Each hotel management company receives a base management fee (expressed as a percentage of gross revenues) ranging from approximately 2.0%–4.0%, as well as an incentive management fee calculated as a percentage of hotel operating income, in certain cases after funding of certain requirements, including the capital renewal reserve, and in certain cases after we have received a priority return on our investment in the hotel (referred to as the owner’s priority), as summarized in the chart below:

Hotel Management Fee (1)

4 unchanged sentences

3% 20% of operating cash flow (after deduction for capital renewals reserve and owner’s priority) Reimbursement of hotel’s pro rata share of group services 11.5% of owner’s total investment $174,950,115

Marriott Seattle Waterfront

3% After payment of owner’s 1st priority, remaining operating profit is split between owner and manager, such that manager receives 30% of remaining operating profit that is less than the sum of $15,113,000 plus 10.75% of owner-funded capital expenses, and 50% of the operating profit in excess of such sum Reimbursement of the hotel’s pro rata share of chain services, capped at 2.2% of gross revenues per fiscal year

Owner’s 1st Priority:

10.75% of owner’s investment

Owner’s 2nd Priority:

After payment of the owner’s 1st priority, remaining operating profit is split between owner and manager, such that owner receives 70% of remaining operating profit that is less than the sum of $15,113,000 plus 10.75% of owner-funded capital expenses, and 50% of the operating profit in excess of such sum $91,571,054

The Clancy 5% 50% of the excess of operating profit (after deduction for contributions to the FF&E reserve) over owner’s priority up to the Spread Threshold of $3,000,000, reduced to 25% for Operating Profit exceeding the Spread Threshold.

1.5% of gross room sales $12,478,067, plus 11.5% of owner funded capital expenses Not applicable

The Notary Hotel 4% 20% of the excess of operating profit over owner’s priority 1.5% of gross room sales $9,053,011 Plus 10.25% of owner-funded capital expenditures after the effective date, the amount of reserve shortfalls funded by Owner after the effective date, and the amount of owner-funded capital expenditures spent for completion of the conversion of the hotel to The Notary Hotel, up to $18,000,000

Not applicable

Sofitel Chicago Magnificent Mile 3% 20% of the amount by which the hotel’s annual net operating income exceeds a threshold amount (equal to 8% of our total investment in the hotel), capped at 2.5% of gross hotel revenues 2% of gross hotel revenues $13,891,288 plus 8% of all expenditures to fund capital improvements Not applicable

Hotel Management Fee (1)

Incentive Fee Marketing Fee

Owner’s Priority (2)

Investment (2)

The Notary Hotel 4% 20% of the excess of operating profit over owner’s priority 1.5% of gross room sales $9,257,666 Plus 10.25% of owner-funded capital expenditures after the effective date, the amount of reserve shortfalls funded by Owner after the effective date, and the amount of owner-funded capital expenditures spent for completion of the conversion of the hotel to The Notary Hotel, up to $18,000,000 Not applicable

Sofitel Chicago Magnificent Mile Greater of $17,821 monthly or 3% The lesser of 1% of gross revenues or the amount by which actual house profit exceeds budgeted house profit Not applicable Not applicable Not applicable

Pier House Resort & Spa Greater of $17,821 monthly or 3%

10 unchanged sentences

provided, however, that in no event shall the total, aggregate sum of the Base Fee and the Incentive Fee paid to Operator in any given Fiscal Year exceed 6% of gross revenues for such Fiscal Year 1% of gross revenues for each fiscal year $9,534,318 plus 10% of the amount of certain owner-funded renovation expenditures, plus 10% of any other owner-funded capital expenditures after 1/1/2022 that were approved by manager, plus a varying additional credit based on the number of condominium units (which are to be constructed) in the voluntary rental program Not applicable

Cameo Beverly Hills Greater of $17,320 monthly or 3% The lesser of 1% of gross revenues or the amount by which actual house profit exceeds budgeted house profit Not applicable Not applicable Not applicable

Cameo Beverly Hills Greater of $17,821 monthly or 3%

The lesser of 1% of gross revenues or the amount by which actual house profit exceeds budgeted house profit Not applicable Not applicable Not applicable

Hotel Management Fee (1)

Incentive Fee Marketing Fee

Owner’s Priority (2)

Investment (2)

The Ritz-Carlton Reserve Dorado Beach 3%, comprised of a management fee of 0.4% and a royalty fee of 2.6% $250,000 if Net House Profit exceeds Owner’s Priority plus 20% of the excess of Net House Profit over Owner’s Priority with annual true-up 1% of Gross Revenues plus allocation of reimbursable expenses $14,612,625 plus (a) 11% of any operating losses funded by owner, plus (b) 11% of certain non-routine capital expenditures incurred by manager and certain non-routine owner-funded capital expenditures, plus (c) $100,000 time the number of condominium units in the voluntary rental program at the beginning of each FY, plus (d) an amount negotiated at the beginning of each year for the West Beach Estates and East Beach Villas participating in the standard and flexible voluntary rental program Not applicable

8 unchanged sentences

For some properties these amounts will continue to increase over time by the amount of additional owner-funded capital expenses.

The hotel management agreements allow each hotel to operate under the Marriott, Autograph Collection, The Ritz-Carlton, Ritz-Carlton Reserve, Hilton, Four Seasons, Sofitel, and Park Hyatt brand names, as applicable, and provide benefits typically associated with franchise agreements, including, among others, the use of the Marriott’s (or its affiliates), Hilton’s (or its affiliates), Four Seasons’ (or its affiliates), Accor’s (or its affiliates), or Hyatt’s (or its affiliates), as applicable, reservation system and guest loyalty and reward program.

Any intellectual property and trademarks of Marriott (or its affiliates, including, without limitation, The Ritz-Carlton), Hilton (or its affiliates), Four Seasons (or its affiliates), Accor (or its affiliates), or Hyatt (or its affiliates), as applicable, are exclusively owned and controlled by the applicable manager or an affiliate of such manager who grants the manager rights to use such intellectual property or trademarks with respect to the applicable hotel.

The hotel management agreements allow each hotel to operate under the Marriott, Autograph Collection, The Ritz-Carlton, Ritz-Carlton Reserve, Hilton, Four Seasons, and Park Hyatt brand names, as applicable, and provide benefits typically associated with franchise agreements, including, among others, the use of the Marriott’s (or its affiliates), Hilton’s (or its affiliates), Four Seasons’ (or its affiliates), or Hyatt’s (or its affiliates), as applicable, reservation system and guest loyalty and reward program.

Any intellectual property and trademarks of Marriott (or its affiliates, including, without limitation, The Ritz-Carlton), Hilton (or its affiliates), Four Seasons (or its affiliates), or Hyatt (or its affiliates), as applicable, are exclusively owned and controlled by the applicable manager or an affiliate of such manager who grants the manager rights to use such intellectual property or trademarks with respect to the applicable hotel.

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

1 unchanged sentence

Marriott Management Agreements

The remaining base term of each of our seven management agreements with Marriott (or its affiliates) ranges from approximately 6 to 42 years, expiring between December 31, 2030 and December 31, 2065.

Each of these agreements has remaining automatic extension options at the discretion of the manager, ranging from two 10-year extensions to four 10-year extensions.

The remaining base term of each of our five management agreements with Marriott (or its affiliates) ranges from approximately 5 to 40 years, expiring between December 31, 2030 and December 31, 2065.

Each of these agreements has remaining automatic extension options of two 10-year extensions at the discretion of the manager.

Events of Default.

3 unchanged sentences

provided, however, the management agreement may not be terminated by the non-defaulting party unless and until such Event of Default has a material adverse effect on the non-defaulting party.

In the case of The Notary Hotel, The Clancy, and The Ritz-Carlton Reserve Dorado Beach, if the defaulting party contests such Event of Default or such material adverse effect, the non-defaulting party may not terminate unless a court of competent jurisdiction has issued a final, binding and non-appealable order finding that the Event of Default has occurred and that the default resulted in a material adverse effect.

In the case of The Notary Hotel, and The Ritz-Carlton Reserve Dorado Beach, if the defaulting party contests such Event of Default or such material adverse effect, the non-defaulting party may not terminate unless a court of competent jurisdiction has issued a final, binding and non-appealable order finding that the Event of Default has occurred and that the default resulted in a material adverse effect.

Early Termination for Casualty .

The termination provisions for our Marriott-managed hotel properties after casualty are summarized as follows:

• If the hotel suffers a total casualty (meaning the cost of the damage to be repaired or replaced would be equal to 30% or more of the then-total replacement cost in the case of the Marriott Seattle Waterfront, 33% or more of the then replacement cost in the case of The Ritz-Carlton Lake Tahoe and The Ritz-Carlton Sarasota, and 60% or more of the then-total replacement cost in the case of The Ritz-Carlton St.

Thomas, The Ritz-Carlton Reserve Dorado Beach, The Clancy and The Notary Hotel), then either party may terminate the management agreement.

• If the hotel suffers a total casualty (meaning the cost of the damage to be repaired or replaced would be equal to 33% or more of the then replacement cost in the case of The Ritz-Carlton Lake Tahoe and The Ritz-Carlton Sarasota, and 60% or more of the then-total replacement cost in the case of The Ritz-Carlton St.

Thomas, The Ritz-Carlton Reserve Dorado Beach and The Notary Hotel), then either party may terminate the management agreement.

Early Termination for Condemnation.

If all or substantially all of the hotel (meaning 1/3 or more of the replacement cost therefor with respect to The Ritz-Carlton Lake Tahoe and The Ritz-Carlton Sarasota and 50% or more of the replacement value of the hotel with respect to The Ritz-Carlton St.

Thomas) is taken in any condemnation or similar proceeding, or a portion of the hotel is so taken, and the result is that it is unreasonable to continue to operate the hotel in accordance with the management agreement, the hotel management agreement shall terminate (provided, however, with respect to The Ritz-Carlton Lake Tahoe and The Ritz-Carlton Sarasota the management agreement will be terminated at our option or the manager’s option, and with respect to The Clancy and The Notary Hotel, the management agreement will be terminated only at the manager’s option).

Thomas) is taken in any condemnation or similar proceeding, or a portion of the hotel is so taken, and the result is that it is unreasonable to continue to operate the hotel in accordance with the management agreement, the hotel management agreement shall terminate (provided, however, with respect to The Ritz-Carlton Lake Tahoe and The Ritz-Carlton Sarasota the management agreement will be terminated at our option or the manager’s option, and with respect to The Notary Hotel, the management agreement will be terminated only at the manager’s option).

Performance Termination.

2 unchanged sentences

The performance criteria generally includes each of the following:

(i) operating profit for each such fiscal year is less than the applicable performance termination threshold (as defined in the management agreement), which, (a) in the case of Marriott Seattle Waterfront is 9.5% of the approximate total investment in the hotel, (b) in the case of The Clancy is 82.6% of the owner’s priority return (as defined in the management agreement), (c) in the case of The Notary Hotel is 85% of the owner’s priority return (as defined in the

management agreement), (d) in the case of The Ritz-Carlton St.

(i) operating profit for each such fiscal year is less than the applicable performance termination threshold (as defined in the management agreement), which, (a) in the case of The Notary Hotel is 85% of the owner’s priority return (as defined in the management agreement), (d) in the case of The Ritz-Carlton St.

Thomas is $6,000,000, plus 85% of 10.25% of owner-funded capital expenditures incurred after November 20, 2019, (e) in the case of The Ritz-Carlton Sarasota is $6,000,000, (f) in the case of The Ritz-Carlton Lake Tahoe is $7,200,000 minus the annual amount of certain shared facilities expenses relating to offsite parcels that are deemed to gross operating expenses for a fiscal year, and (g) in the case of Dorado Beach, a Ritz-Carlton Reserve, it is 75% of the owner’s priority return (as defined in the hotel management agreement), (ii) the RevPAR penetration index of the hotel during each such fiscal year is less than the revenue index threshold (as such terms are defined in the hotel management agreements) which ranges from 0.65 to 1.191 (this item is currently being negotiated for Dorado Beach, a Ritz-Carlton Reserve), and (iii) the fact that the criteria set forth in (i) or (ii) is not the result of certain disruptive events, such force majeure, major renovation, or any default by us under the hotel management agreement.

The manager has a right to avoid a performance termination by paying to us the total amount by which the operating profit for each of the fiscal years in question was less than the performance termination threshold for such fiscal years, or in the case of The Notary Hotel and The Clancy, by waiving base management fees (and, with respect to The Ritz-Carlton St.

The manager has a right to avoid a performance termination by paying to us the total amount by which the operating profit for each of the fiscal years in question was less than the performance termination threshold for such fiscal years, or in the case of The Notary Hotel, by waiving base management fees (and, with respect to The Ritz-Carlton St.

Thomas, certain royalty fees owed to Marriott Switzerland Licensing Company S.ar.L (St.

11 unchanged sentences

A sale or transfer to an affiliate is specifically excluded from this right (except in the management agreement for The Ritz-Carlton Sarasota).

After notice of a proposed sale to the manager, we have a specified time period, ranging from 10 business days to 60 days, to negotiate an acceptable purchase and sale agreement.

After notice of a proposed sale to the manager, we have a specified time period, ranging from 10 business days to 60 days, to

negotiate an acceptable purchase and sale agreement.

If after such time period no agreement is signed, we are free to sell or lease the hotel to a third party, subject to certain conditions, such as providing notice of sale to the manager (with certain details regarding the terms of sale).

3 unchanged sentences

The Ritz-Carlton Sarasota management agreement requires that the sale must occur within 365 days after the manager’s receipt of our original notice pertaining to the manager’s right of first offer;

The Notary Hotel and The Clancy management agreements require that the sale must occur within one year after the expiration of the right of first negotiation period;

The Notary Hotel management agreement requires that the sale must occur within one year after the expiration of the right of first negotiation period;

The Ritz-Carlton Reserve Dorado Beach management agreements requires that the sale must occur within 18 months after the 30-day right of first negotiation period) or the notice of sale is deemed void and we must provide a new notice to the manager.

60 unchanged sentences

or (iv) is in any other manner an individual or entity with whom or with which a prudent business person would not with to associate in a commercial venture.

Accor Management Agreement

The initial term of the Sofitel Chicago Magnificent Mile management agreement expires on December 31, 2030 and automatically renews for three consecutive 10-year renewal terms, at the discretion of the manager.

Events of Default.

An “Event of Default” is generally defined to include the failure to make a payment under the Accor management agreement and failure to cure such non-payment after the applicable notice and cure period, the bankruptcy or insolvency of either party, a failure by either party to maintain at all times all of the insurance required to be maintained by such party and failure to cure such default after the applicable notice and cure period, the failure by either party to perform any of the material covenants in the Accor management agreement that continues beyond the applicable notice and cure period and a transfer of the Accor management agreement by either party in violation of the provisions there of.

The occurrence of an Event of Default prevents the defaulting party from transferring the management agreement without the consent of the non-defaulting party.

A non-defaulting party may terminate the management agreement if the defaulting party (i) has breached any material representation or fails to perform any material provision of the Accor management agreement or (ii) becomes insolvent or bankrupt, in each case after the expiration of any applicable notice and cure period.

In addition, the manager may terminate the Accor management agreement if we default under a mortgage relating to the hotel and fail to cure such default within the times provided.

Performance Termination.

We have the right to terminate the management agreement without payment of a termination fee if the manager fails to achieve certain criteria relating to the performance of the hotel.

The performance period is measured with respect to any two consecutive operating years.

The performance criteria are:

(i) the RevPAR for the hotel is less than 90% of the RevPAR for the hotel’s competitive set for each such operating year and (ii) the adjusted net operating income (meaning the net operating income less the hurdle amount of approximately $13.9 million plus 8% of any amounts we spent on capital expenditures) is a negative number (i.e.

less than zero) for each such operating year, provided that for any operating year in which the operation of the hotel is materially and adversely affected by a force majeure event, a refurbishing program or major capital improvements, the RevPAR for the hotel and the adjusted net operating income for such operating years shall be adjusted equitably.

The manager will have a right up to three times in any eight-year period to avoid a performance termination by paying to us a cure amount that equals, for any operating year, the lower of (i) the amount by which the adjusted net operating income is less than zero and (ii) the amount that we would have been entitled to receive as a distribution from the hotel had the hotel not had a RevPAR shortfall.

Early Termination for Condemnation.

If all of the hotel, or a portion of the hotel that in our reasonable opinion makes it imprudent or unsuitable to use and operate the remaining portion of the hotel in accordance with the standards maintained by the Sofitel brand, is taken in any condemnation or similar proceeding, we may terminate the management agreement.

Early Termination for Casualty .

If a material part of the hotel is damaged or destroyed by fire or other casualty, then we may terminate the Accor management agreement and elect not to restore the hotel.

If we elect to restore the hotel, we must commence such process within 120 days after the date of the casualty and diligently proceed with the restoration of the hotel so that it meets the standards maintained by the Sofitel brand.

If we fail to complete the restoration within two years after the date of the casualty, then for so long as such failure continues, the manager may terminate the management agreement.

If we or the manager terminate the Accor management agreement because of a casualty, or if we have not restored the hotel and desire to lease or sell it, we must first offer to sell the hotel to the manager.

If we repair, rebuild or replace the premises within five years, the manager may reinstate the Accor management agreement.

Assignment and Sale.

So long as we are not in default under the management agreement and any advances made by the manager on our behalf would be repaid in connection with the sale, we may sell the Sofitel Chicago Magnificent Mile and assign the Accor management agreement (including as a result of a change of control) without the consent of the manager to any of our affiliates or to any person that (i) is not a competitor of the manager (as defined in the management agreement), (ii) is not generally recognized in the community as being a person of ill repute or with whom a prudent business person would not wish to associate in a commercial venture, and (iii) has a minimum net worth required by the management agreement, if the assignee expressly assumes the Accor management agreement.

Park Hyatt Beaver Creek Resort & Spa Management Agreement

17 unchanged sentences

Remington Hospitality Master Hotel Management Agreement

We are party to an Amended and Restated Hotel Master Management Agreement, dated August 8, 2018 with Remington Hospitality, which agreement we refer to below as the “master hotel management agreement.” Pursuant to the master hotel management agreement, Remington Hospitality currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville and Cameo Beverly Hills.

The master hotel management agreement will also govern the management of hotels we acquire in the future that are managed by Remington Hospitality, which has the right to manage and operate hotel properties we acquire in the future unless our independent directors either (i) unanimously elect not to engage Remington Hospitality, or (ii) by a majority vote, elect not to engage Remington Hospitality because they have determined, in their reasonable business judgment, (A) special circumstances exist such that it would be in our best interest not to engage Remington Hospitality for the particular hotel, or (B) based on the prior performance of Remington Hospitality, another manager or developer could perform the management duties materially better than Remington Hospitality for the particular hotel.

10 unchanged sentences

The incentive management fee, if any, for each hotel will be due annually in arrears within 90 days of the end of the fiscal year and will be equal to the lesser of (i) 1% of gross revenues and (ii) the amount by which the actual house profit (gross operating profit of the applicable hotel before deducting management fees or franchise fees) exceeds the target house profit as set forth in the annual operating budget approved for the applicable fiscal year, except with respect to hotels where Remington Hospitality takes over management upon our acquisition, in which case, for the first five years, the incentive management fee to be paid to Remington Hospitality, if any, is the amount by which the hotel’s actual house profit exceeds the projected house profit for such calendar year as set forth in our acquisition pro forma.

If, however, based on actual operations and revised

forecasts from time to time, it is reasonably anticipated that the incentive fee is reasonably expected to be earned, the TRS lessee will consider payment of the incentive fee pro rata on a quarterly basis.

If, however, based on actual operations and revised forecasts from time to time, it is reasonably anticipated that the incentive fee is reasonably expected to be earned, the TRS lessee will consider payment of the incentive fee pro rata on a quarterly basis.

The incentive fee is designed to encourage Remington Hospitality to generate higher house profit at each hotel by increasing the fee due to Remington Hospitality when the hotels generate house profit above certain threshold levels.

11 unchanged sentences

If any hotel subject to the master hotel management agreement is the subject of a casualty during the first year of the initial 10-year term and the TRS lessee elects not to rebuild, then we must pay to Remington Hospitality the termination fee, if any, that would be owed if the hotel had been sold.

However, after the first year of the initial 10-year term, if a hotel is the subject of a casualty and the TRS lessee elects not to rebuild the hotel even though sufficient casualty insurance proceeds are available to do so, then the TRS lessee must pay to Remington Hospitality a termination fee equal to the product obtained by multiplying (i) 65% of the aggregate management fees (both base fees and incentive fees) estimated to be paid to Remington Hospitality with respect to the applicable hotel pursuant to the then-current annual operating budget (but in no event less than the management fees for the preceding full fiscal year) by (ii) nine.

termination fee equal to the product obtained by multiplying (i) 65% of the aggregate management fees (both base fees and incentive fees) estimated to be paid to Remington Hospitality with respect to the applicable hotel pursuant to the then-current annual operating budget (but in no event less than the management fees for the preceding full fiscal year) by (ii) nine.

• Condemnation or Force Majeure.

6 unchanged sentences

If the consultant’s determination is in the affirmative, then Remington Hospitality must engage such consultant to assist with the cure of such performance failure for the second year of the cure period after that failure.

If the consultant’s determination is in the negative, then Remington

Hospitality will be deemed not to be in default under the performance test.

If the consultant’s determination is in the negative, then Remington Hospitality will be deemed not to be in default under the performance test.

The cost of such consultant will be shared by the TRS lessee and Remington Hospitality equally.

27 unchanged sentences

Upon termination, neither the TRS lessee nor Remington Hospitality will have any further rights, remedies, liabilities or obligations under the master hotel management agreement with respect to such hotel.

If any partial taking of a property does not make it unreasonable to continue to operate the hotel, there is

no right to terminate the master hotel management agreement.

If any partial taking of a property does not make it unreasonable to continue to operate the hotel, there is no right to terminate the master hotel management agreement.

If there is an event of force majeure or any other cause beyond the control of Remington Hospitality that directly involves a hotel and has a significant adverse effect upon the continued operations of that hotel, then the master hotel management agreement may be terminated by the TRS lessee.

29 unchanged sentences

To minimize conflicts between us and Remington Hospitality on matters arising under the master hotel management agreement, the Company’s Corporate Governance Guidelines provide that any waiver, consent, approval, modification, enforcement matters or elections which the Company may make pursuant to the terms of the master hotel management agreement shall be within the exclusive discretion and control of a majority of the independent members of the board of directors (or higher vote thresholds specifically set forth in such agreements).

In addition, our board of directors has established

a Related Party Transactions Committee comprised solely of independent members of our board of directors to review all related party transactions that involve conflicts.

In addition, our board of directors has established a Related Party Transactions Committee comprised solely of independent members of our board of directors to review all related party transactions that involve conflicts.

The Related Party Transactions Committee may make recommendations to the independent members of our board of directors (including rejection of any proposed transaction).

10 unchanged sentences

Amounts Payable under the Master Project Management Agreement.

The master project management agreement provides that the TRS lessee will pay Premier a design and construction fee equal to 4% of the total project costs associated with the implementation of the approved capital improvement budget for a hotel until such time that the capital improvement budget and/or renovation project costs involve expenditures in excess of 5% of gross revenues of such hotel, whereupon the design and construction fee will be 3% of total project costs in excess of the 5% of gross revenue threshold.

budget and/or renovation project costs involve expenditures in excess of 5% of gross revenues of such hotel, whereupon the design and construction fee will be 3% of total project costs in excess of the 5% of gross revenue threshold.

In addition, the TRS lessee will pay Premier market service fees at current market rates with respect to construction management, interior design, architecture, FF&E purchasing, FF&E expediting/freight management, FF&E warehousing and FF&E installation and supervision.

73 unchanged sentences

Bennett and their affiliates, as the case may be, will not pursue those opportunities (except as described below) and will give us a written notice and description of the investment opportunity, and we will have 10 business days to either accept or reject the investment opportunity.

If we reject the opportunity, Remington Hospitality may then pursue such investment opportunity, subject to a right of first refusal in favor of Ashford Trust pursuant to an existing agreement between Ashford Trust and

Remington Hospitality, on materially the same terms and conditions as offered to us.

If the terms of such investment opportunity materially change, then Remington Hospitality must offer the revised investment opportunity to us, whereupon we will have 10 business days to either accept or reject the opportunity on the revised terms.

45 unchanged sentences

Premier Project Management MEA

In August 2018 we entered into the Mutual Exclusivity Agreement dated as of August 8, 2018 with Braemar OP and Premier, which agreement we refer to below as the “project management MEA,” pursuant to which Premier gave us a first right of refusal to purchase any lodging-related investments identified by Premier and any of its affiliates that met our initial investment criteria, and we agreed to engage Premier to provide project management for hotels we acquired or invested in, to the extent that we had the right or controlled the right to direct such matters.

investment criteria, and we agreed to engage Premier to provide project management for hotels we acquired or invested in, to the extent that we had the right or controlled the right to direct such matters.

The initial term of the project management MEA was through November 19, 2023.

9 unchanged sentences

Premier and its affiliates have granted us a first right of refusal to pursue certain lodging investment opportunities identified by Premier and its affiliates (including Mr.

Bennett), including opportunities to buy hotel

properties, to buy land and build hotels, or to otherwise invest in hotel properties that satisfy our initial investment guidelines and are not considered excluded transactions pursuant to the project management MEA.

Bennett), including opportunities to buy hotel properties, to buy land and build hotels, or to otherwise invest in hotel properties that satisfy our initial investment guidelines and are not considered excluded transactions pursuant to the project management MEA.

If investment opportunities are identified and are subject to the project management MEA, and we have not materially modified our initial investment guidelines, then Premier and its affiliates, as the case may be, will not pursue those opportunities (except as described below) and will give us a written notice and description of the investment opportunity, and we will have 10 business days to either accept or reject the investment opportunity.

43 unchanged sentences

Further, the agreement will automatically terminate upon a termination of our advisory agreement or upon a change of control of either us or Ashford Trust, excluding any change of control that may occur as a result of a spin-off, carve-out, split-off or other similar event.

Three of the hotels we acquired from Ashford Trust in connection with the spin-off are owned by our operating partnership and leased to subsidiaries of Braemar TRS.

Two of our hotels have been held in a joint venture in which we have a 75% equity interest, until one of the hotels was sold in July 2024.

The two hotels owned by the joint venture are leased to subsidiaries of the joint venture, which two subsidiaries we have elected to treat as TRSs.

Since 2013 Braemar TRS has formed multiple subsidiaries which lease acquired hotels.

Braemar TRS has elected to be treated as a TRS.

Generally, we intend to lease all hotels we acquire in the future, other than pursuant to sale-leaseback transactions with unrelated third parties, to a TRS lessee, pursuant to the terms of leases that are generally similar to the terms of the existing leases, unless not appropriate based on

relevant regulatory factors.

One of the hotels we acquired from Ashford Trust in connection with the spin-off is owned by our operating partnership and leased to a subsidiary of Braemar TRS.

One of our hotels has been held in a joint venture in which we now own a 100% equity interest.

The hotel owned by the joint venture is leased to a subsidiary of the joint venture, which the subsidiary we have elected to treat as a TRS.

Ashford LLC will negotiate the terms and provisions of each future lease, considering such things as the purchase price paid for the hotel, then current economic conditions and any other factors deemed relevant at the time.

1 unchanged sentence

Virgin Islands, is owned by our USVI TRS.

The leases for our hotel properties include a term of five years, which expires on December 31, 2025 (December 31, 2026 in the case of the Cameo Beverly Hills).

The leases for our hotel properties include a term of three years, which expire on December 31, 2028.

The leases may be terminated earlier than the stated term if certain events occur, including specified damages to the related hotel, a condemnation of the related hotel or the sale of the related hotel, or an event of default that is not cured within any applicable cure or grace periods.

31 unchanged sentences

However, regardless of insurance coverage, if damage or destruction rendering the property unsuitable for its primary intended purpose occurs within 24 months of the end of the lease term, we may terminate the lease with 30 days’ notice.

lease remains in effect and the damage does not result in a reduction of gross revenues at the hotel, the TRS lessee’s obligation to pay rent will be unabated.

If the lease remains in effect and the damage does not result in a reduction of gross revenues at the hotel, the TRS lessee’s obligation to pay rent will be unabated.

If, however, the lease remains in effect but the damage does result in a reduction of gross revenues at the hotel, the TRS lessee will be entitled to a certain amount of rent abatement while the hotel is being repaired.

34 unchanged sentences

Rent is payable monthly and is the greater of minimum rent or percentage rent with an annual true-up on October 1.

Each year, annual base minimum rent is increased (but never decreased) by an amount equal to the percentage increase in CPI Index during the prior 12-month period that starts on September 1 and

ends on August 31.

Each year, annual base minimum rent is increased (but never decreased) by an amount equal to the percentage increase in CPI Index during the prior 12-month period that starts on September 1 and ends on August 31.

In no event will the index percentage be less than 101.5% nor more than 103.5% multiplied by the annual base minimum rent payable by tenant during the lease year just ending.

15 unchanged sentences

Future changes in federal, state or local tax regulations applicable to REITs, real property or income derived from our real estate could impact the financial performance, operations, and value of our properties and the Company.

On February 6, 2024, we received a Request for Information Under Section 114 of the Clean Air Act dated January 11, 2024, from the Environmental Protection Agency (EPA), Region 2, relating to The Ritz-Carlton St.

We complied with the Request for Information and provided the requested information on March 12, 2024.

Then, on April 16, 2025, we received a subsequent communication from the EPA alleging certain failures to comply with various record keeping and reporting requirements.

The EPA also indicated that they had concerns regarding the operation of the hotel’s generators and the lack of certain certifications that should be held by hotel employees.

We met with the EPA in May 2025 to discuss and respond to the allegations in the EPA’s April 16, 2025 communication.

Since this meeting, we have been working with the hotel management team to ensure full compliance with all applicable regulatory requirements at the hotel, including ensuring all appropriate hotel

employees have all applicable certifications, engaging third-party environmental consultants, working with outside counsel, preparing standard operating procedures for the hotel, and reviewing options relating to the operation of the hotel’s generators.

Conversations with the EPA are ongoing.

Environmental Matters

7 unchanged sentences

In addition, the presence of significant mold or other airborne contaminants could expose us to liability from guests or employees at our hotels and others if property damage or health concerns arise.

hotels in areas where we believe such coverage is warranted, in each case with limits of liability that we deem adequate.

We carry comprehensive general liability, “All Risk” property, business interruption, cybersecurity, directors and officers, rental loss coverage and umbrella liability coverage on all of our hotels and earthquake, wind, flood and hurricane coverage on hotels in areas where we believe such coverage is warranted, in each case with limits of liability that we deem adequate.

Similarly, we are insured against the risk of direct physical damage in amounts we believe to be adequate to reimburse us, on a replacement basis, for costs incurred to repair or rebuild each hotel, including loss of rental income during the reconstruction period.

18 unchanged sentences

Subsidiaries of Ashford Inc.

have approximately 101 full-time employees who provide advisory services to us.

currently have approximately 82 full-time employees who provide advisory services to us.

These employees directly or indirectly perform various acquisition, development, asset management, capital markets, accounting, tax, risk management, legal, redevelopment, and corporate management functions pursuant to the terms of our advisory agreement.

8 unchanged sentences

All of our filed reports can also be obtained at the SEC’s website at www.sec.gov.

In addition, our Code of Business Conduct and Ethics, Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, Corporate Governance Guidelines, and Board Committee Charters are also

available free-of-charge on our website or can be made available in print upon request.

A description of any substantive amendment or waiver of our Code of Business Conduct and Ethics or our Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer will be disclosed on our website under the Corporate Governance section.

4 unchanged sentences

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

What changed 10-K

Item 1. Business