What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-07 · 251 added, 467 removed, 821 unchanged (47% of the section changed)

4 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Investments in hotel properties, gross $ 1,906,327 $ 1,902,328

3 unchanged sentences

Restricted cash 55,357 42,479

Investment in securities (amortized cost of $ 17,279 and $ 42,279 , respectively)

17,277 41,535

Accounts receivable, net of allowance of $ 136 and $ 113 , respectively

4 unchanged sentences

Deposit paid to Ashford Inc.

17,000 17,000

Deferred costs, net 74 75

4 unchanged sentences

Intangible assets, net 2,652 2,746

Due from related parties, net 367 —

Due from third-party hotel managers 28,054 17,088

3 unchanged sentences

Accounts payable and accrued expenses 139,573 142,123

Redeemable preferred stock redemptions payable 46,719 30,864

Dividends and distributions payable 3,907 7,672

Due to Ashford Inc.

Due to Ashford Inc., net

Due to related parties, net — 257

4 unchanged sentences

Commitments and contingencies (note 15)

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

5.50 % Series B cumulative convertible preferred stock, $ 0.01 par value, 3,078,017 shares issued and outstanding at March 31, 2026 and December 31, 2025

65,426 65,426

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

Series E redeemable preferred stock, $ 0.01 par value, 9,561,665 and 10,818,280 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

239,042 265,695

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

Series M redeemable preferred stock, $ 0.01 par value, 1,337,328 and 1,368,091 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

33,450 34,217

1 unchanged sentence

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

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

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

8.25 % Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at March 31, 2026 and December 31, 2025

Common stock, $ 0.01 par value, 250,000,000 shares authorized, 68,679,318 and 68,219,432 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 707,874 706,488

Accumulated other comprehensive income (loss)

( 2 ) ( 684 )

Accumulated deficit ( 561,566 ) ( 568,503 )

8 unchanged sentences

(unaudited, in thousands, except per share amounts)

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

2025 2024 2025 2024

Three Months Ended March 31,

Rooms $ 128,801 $ 136,092

14 unchanged sentences

Gain (loss) on disposition of assets and hotel properties

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

OPERATING INCOME (LOSS) 39,624 36,740

1 unchanged sentence

Interest income 810 1,888

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

Interest expense and amortization of discounts and loan costs ( 21,195 ) ( 24,827 )

Write-off of loan costs and exit fees ( 5 ) ( 1,464 )

Gain (loss) on extinguishment of debt ( 1,553 ) — ( 1,553 ) ( 22 )

Realized and unrealized gain (loss) on derivatives 248 ( 198 )

19 unchanged sentences

(unaudited, in thousands)

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

2025 2024 2025 2024

Three Months Ended March 31,

NET INCOME (LOSS) $ 18,034 $ 10,672

1 unchanged sentence

Unrealized gain (loss) on investment in securities

143 ( 786 ) 742 ( 786 )

Total other comprehensive income (loss) — 859

10 unchanged sentences

Common Stock Additional

Capital Accumulated Deficit Accumulated Other Comprehensive Income/(loss)

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

Preferred Stock

Series E Redeemable

Preferred Stock Series M Redeemable

Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Balance at June 30, 2025

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

Purchase of common stock — — — — ( 26 ) — — — ( 26 ) — — — — — — —

Equity-based compensation — — — — 51 — — — 51 — — — — — — 24

Issuance of preferred stock — — — — — — — — — — — 27 686 3 41 —

Dividends declared – common stock ($ 0.05 /share)

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

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

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

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

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

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

— — — — — ( 6,041 ) — — ( 6,041 ) — — — — — — —

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

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

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

Redemption of operating partnership units for cash

— — — — — — — — — — — — — — — ( 2 )

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

Unrealized gain (loss) on investment in securities

— — — — — — 133 — 133 — — — — — — 10

Redemption of preferred stock — — — — — — — — — — — ( 720 ) ( 17,975 ) ( 18 ) ( 438 ) —

Redemption value adjustment – preferred stock — — — — — ( 5,251 ) — — ( 5,251 ) — — — 5,251 — — —

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

Balance at September 30, 2025

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

8.25 % Series D Cumulative Preferred Stock

Common Stock Additional

Capital Accumulated Deficit Accumulated Other Comprehensive Income/(loss)

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

Preferred Stock

Series E Redeemable

Preferred Stock Series M Redeemable

Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Balance at June 30, 2024

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

Equity-based compensation — — — — 209 — — — 209 — — — — — — 218

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

Dividends declared – common stock ($ 0.05 /share)

— — — — — ( 3,348 ) — — ( 3,348 ) — — — — — — —

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

— — — — — ( 1,059 ) — — ( 1,059 ) — — — — — — —

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

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

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

— — — — — ( 7,137 ) — — ( 7,137 ) — — — — — — —

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

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

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

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

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

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

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

Redemption value adjustment – preferred stock — — — — — ( 4,151 ) — — ( 4,151 ) — — — 4,151 — — —

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

Balance at September 30, 2024

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

8.25 % Series D Cumulative Preferred Stock

Common Stock Additional

Capital Accumulated Deficit Accumulated Other Comprehensive Income/(loss)

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

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

Preferred Stock

5 unchanged sentences

1,600 $ 16 68,219 $ 682 $ 706,488 $ ( 568,503 ) $ 2,095 $ 140,778 3,078 $ 65,426 10,818 $ 265,695 1,368 $ 34,217 $ 19,005

Purchase of common stock — — ( 312 ) ( 2 ) ( 776 ) — — — ( 778 ) — — — — — — —

Equity-based compensation — — — — ( 17 ) — — — ( 17 ) — — — — — — ( 3 )

Issuance of preferred stock — — — — — — — — — — 26 634 1 43 —

Issuance of restricted shares/units — — 1 — 4 — — — 4 — — — — — — 498

Dividends declared – common stock ($ 0.15 /share)

— — — — — ( 10,232 ) — — ( 10,232 ) — — — — — — —

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

6 unchanged sentences

— — — — — ( 735 ) — ( 735 ) — — — — — — —

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

Distributions to noncontrolling interests — — — — — — — ( 2,293 ) ( 2,293 ) — — — — — — ( 886 )

Redemption/conversion of operating partnership units — — 460 5 1,386 — — 1,391 — — — — — — ( 1,391 )

Redemption of operating partnership units for cash

— — — — — — — — — — — — — — — ( 94 )

Net income (loss) — — — — — 17,704 ( 17 ) 17,687 — — — — — — 347

Redemption of preferred stock — — — — — — — — — — — ( 2,301 ) ( 57,250 ) ( 77 ) ( 1,909 ) —

Unrealized gain (loss) on investment in securities — — — — — — 682 — 682 — — — — — — 60

Reclassification of redeemable preferred stock from mezzanine equity to liability — — — — — — — — — — ( 1,282 ) ( 32,050 ) ( 32 ) ( 810 ) —

Redemption value adjustment – preferred stock — — — — — ( 4,763 ) — ( 4,763 ) — — — 4,763 — — —

Redemption value adjustment — — — — — 2,036 — 2,036 — — — — — — ( 2,036 )

Balance at September 30, 2025

Balance at March 31, 2026

1,600 $ 16 68,679 $ 687 $ 707,874 $ ( 561,566 ) $ 2,078 $ 149,089 3,078 $ 65,426 9,562 $ 239,042 1,337 $ 33,450 $ 15,925

11 unchanged sentences

Issuance of restricted shares/units — — 1 — 4 — — — 4 — — — — — — 498

Forfeiture of restricted common shares — — ( 1 ) — — — — — — — — — — — — —

Dividends declared – common stock - ($ 0.05 /share)

8 unchanged sentences

— — — — — ( 770 ) — — ( 770 ) — — — — — — —

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

Distributions to noncontrolling interests — — — — — — — — — — — — — — — ( 344 )

Redemption/conversion of operating partnership units — — 457 4 2,247 — — — 2,251 — — — — — — ( 2,251 )

Redemption of operating partnership units for cash — — — — — — — — — — — — — — — ( 92 )

Net income (loss) — — — — — 10,998 — ( 64 ) 10,934 — — — — — — ( 262 )

3 unchanged sentences

Redemption value adjustment — — — — — 1,148 — — 1,148 — — — — — — ( 1,148 )

Balance at September 30, 2024

Balance at March 31, 2025

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

4 unchanged sentences

(unaudited, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

Bad debt expense 64 ( 15 )

(Gain) loss on extinguishment of debt 1,553 22

Amortization of loan costs, discounts and capitalized default interest 2,579 2,293

3 unchanged sentences

Interest expense accretion on refundable membership club deposits 135 151

Realized (gain) loss on sale of securities

(Gain) loss on disposition of assets and hotel property

( 40,970 ) ( 88,210 )

Realized and unrealized (gain) loss on derivatives ( 248 ) 198

6 unchanged sentences

Prepaid expenses and other assets ( 3,616 ) ( 8,003 )

Deposit paid to Ashford Inc.

Accounts payable and accrued expenses ( 157 ) ( 6,518 )

9 unchanged sentences

Proceeds from property insurance 135 1,101

Issuance of note receivable

Proceeds from sale of investment in securities

Acquisition of land

Net proceeds from sale of hotel properties

139,326 155,629

Purchase of securities

Investment in unconsolidated entity — ( 79 )

Proceeds from sale of investment in unconsolidated entity 58 —

Improvements and additions to hotel properties ( 12,069 ) ( 15,305 )

6 unchanged sentences

Proceeds from derivatives 20 244

Purchase of common stock ( 778 ) ( 369 )

Payments for dividends and distributions ( 11,128 ) ( 12,209 )

Contributions from noncontrolling interest in consolidated entities 306 2,961

Nine Months Ended September 30,

Redemption of operating partnership units — ( 92 )

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

Redemption of preferred stock ( 17,005 ) ( 26,167 )

5 unchanged sentences

$ 148,742 $ 136,235

Three Months Ended March 31,

SUPPLEMENTAL CASH FLOW INFORMATION

3 unchanged sentences

Dividends and distributions declared but not paid $ 3,907 $ 8,692

Assumption of debt in acquisition of land

Common stock purchases accrued but not paid — 51

Capital expenditures accrued but not paid 4,516 8,825

3 unchanged sentences

Non-cash redemption of common units

Non-cash consideration for acquisition of land

Reclassification of redeemable preferred stock from mezzanine equity to liability

SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

25 unchanged sentences

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

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

Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages five of our 13 hotel properties as of March 31, 2026.

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, broker-dealer and distribution services, audio visual services, real estate advisory and brokerage services, insurance policies covering general liability, workers compensation and business automobile claims, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services and cash management services.

The accompanying condensed consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of September 30, 2025, own 14 hotel properties in six states, the District of Columbia, Puerto Rico and the U.S.

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 and cash management services.

The accompanying condensed consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of March 31, 2026, own 13 hotel properties in six states, the District of Columbia, Puerto Rico and the U.S.

Virgin Islands (“USVI”).

The portfolio includes 13 wholly-owned hotel properties and one hotel property that is owned through a partnership in which Braemar OP has a controlling interest.

These hotel properties represent 3,438 total rooms, or 3,298 net rooms, excluding those attributable to our partner.

These hotel properties represent 3,028 total rooms.

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

As of September 30, 2025, 13 of our 14 hotel properties were leased by wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes (collectively, the TRS entities are referred to as “Braemar TRS”).

As of March 31, 2026, 12 of our 13 hotel properties were leased by wholly-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes (collectively, the TRS entities are referred to as “Braemar TRS”).

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

1 unchanged sentence

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

As of September 30, 2025, 12 of the 14 hotel properties were leased by Braemar’s wholly-owned TRS and the one hotel property majority-owned through a consolidated partnership was leased to a TRS wholly-owned by such consolidated partnership.

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

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

Lease revenue from Braemar’s TRSs is eliminated in consolidation.

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

6 unchanged sentences

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

We have condensed

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

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

However, the unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2026.

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2025.

Braemar OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance.

6 unchanged sentences

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

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

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

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

Consequently, operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

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

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

• On November 6, 2025, we sold The Clancy.

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

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

Actual results could differ from those estimates.

Recently Issued Accounting Standards —In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid.

ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted.

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

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

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

In November 2024, the FASB issued ASU 2024-03 , Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses that requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the statement of operations.

Recently Issued Accounting Standards —In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 , Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses that requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the statement of operations.

In January 2025, the FASB issued ASU 2025-01 which amends the effective date of the new disaggregation of income statement expenses standard to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

8 unchanged sentences

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

Three Months Ended September 30, 2025

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

California 5 $ 25,809 $ 8,932 $ 4,300 $ 39,041

Puerto Rico 1 8,183 3,887 2,155 14,225

Arizona 1 4,336 3,547 1,513 9,396

Colorado 1 2,916 4,487 2,035 9,438

Florida 2 9,734 5,144 6,446 21,324

Illinois 1 8,941 1,895 751 11,587

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

Washington, D.C.

1 8,632 4,456 974 14,062

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

Sold hotel property

1 4,983 713 437 6,133

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

Three Months Ended September 30, 2024

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

California 5 $ 23,366 $ 7,041 $ 4,138 $ 34,545

Puerto Rico 1 6,764 3,303 2,157 12,224

Arizona 1 3,472 2,625 1,820 7,917

Colorado 1 3,591 3,876 2,147 9,614

Florida 2 9,844 4,822 5,586 20,252

Illinois 1 9,037 1,972 662 11,671

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

Washington, D.C.

1 9,712 3,595 949 14,256

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

Sold hotel properties

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

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

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

9 unchanged sentences

USVI 1 22,422 6,165 3,880 32,467

Sold hotel property

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

Total 13 $ 128,801 $ 52,342 $ 27,840 $ 208,983

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

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

14 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Land $ 576,362 $ 576,362

7 unchanged sentences

Impairment Charges

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

Land Acquisition

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

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

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

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

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

During the three months ended March 31, 2026 and 2025, no impairment charges were recorded.

Hotel Dispositions

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

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

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

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

On August 7, 2025, the Company sold the Marriott Seattle Waterfront for $ 145 million in cash, subject to customary pro-rations and adjustments.

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

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

The sale resulted in a gain of approximately $ 41.1 million for the year ended December 31, 2025.

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

On November 6, 2025, the Company sold The Clancy for $ 115 million in cash, subject to customary pro-rations and adjustments.

Additionally, the Company repaid approximately $ 64.7 million on the mortgage loan that was partially secured by the hotel property.

The sale resulted in a gain of approximately $ 41.7 million for the year ended December 31, 2025.

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

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

2025 2024 2025 2024

Three Months Ended March 31, 2025

Total hotel revenue $ 17,602

2 unchanged sentences

Depreciation and amortization ( 3,378 )

Gain (loss) on disposition of assets and hotel property

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

Operating income (loss) 1,006

2 unchanged sentences

Write-off of loan costs and exit fees ( 263 )

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

Income (loss) before income taxes ( 2,098 )

Income from consolidated entities attributable to noncontrolling interests — ( 26,296 ) — ( 28,024 )

(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership 196

3 unchanged sentences

Indebtedness Collateral Current Maturity Final

Maturity (11)

Interest Rate September 30, 2025 December 31, 2024

Mortgage loan (2) (3)

The Notary Hotel June 2025 June 2025 SOFR (1) + 2.66 %

$ — $ 293,180

Sofitel Chicago Magnificent Mile

Marriott Seattle Waterfront

Mortgage loan (4)

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

70,500 70,500

Mortgage loan (3)

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

Interest Rate March 31, 2026 December 31, 2025

Term Loan (2)

March 2026 March 2026 WSJ Prime Rate 5,360 —

Land March 2026 March 2026 WSJ Prime Rate (1)

$ 5,360 $ 5,360

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

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Mortgage loan (5)

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

70,500 70,500

Mortgage loan (3)

The Notary Hotel March 2027 March 2030 SOFR (1) + 2.83 %

209,902 209,902

Sofitel Chicago Magnificent Mile

8 unchanged sentences

__________________

(1) SOFR rates were 4.13 % and 4.33 % at September 30, 2025 and December 31, 2024, respectively.

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

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

This term loan has a floor of 4.99 %.

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

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

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

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

(1) SOFR rates were 3.66 % and 3.69 % at March 31, 2026 and December 31, 2025, respectively.

WSJ Prime Rate was 6.75 % at March 31, 2026 and December 31, 2025.

(2) This term loan bears interest at WSJ Prime Rate, has a floor of 4.99 % and had an original maturity date in March 2026.

The Company executed an amendment on April 21, 2026, that extended the maturity date to March 31, 2027, and modified the terms from interest-only to principal and interest amortizing beginning in October 2026.

The term loan was not in default upon maturity in March 2026.

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

Braemar holds a tranche of Commercial Mortgage-Backed Securities (“CMBS”), which is secured by the five hotel properties that serve as collateral for the new mortgage loan and has a par value of $ 17.2 million and $ 42.2 million at September 30, 2025, and December 31, 2024, respectively, and a rate of SOFR + 5.20 %.

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

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

This mortgage loan has a SOFR floor of 2.00 %.

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

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

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

(5) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the third was exercised in February 2026.

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

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Convertible Senior Notes

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

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

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

For the three and nine months ended September 30, 2024, the Company recorded discount amortization of $ 157,000 and $ 463,000 respectively, related to the initial purchase discount, with the remaining discount balance to be amortized through June 2026.

For the three months ended March 31, 2026 and 2025, the Company recorded coupon interest expense of $ 970,000 and $ 970,000 , respectively.

For the three months ended March 31, 2026 and 2025, the Company recorded discount amortization of $ 170,000 and $ 161,000 , respectively, related to the initial purchase discount, with the remaining discount balance to be amortized through June 2026.

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

As of September 30, 2025, the conversion rate is 195.8127 shares per $1,000 principal amount of notes.

As of March 31, 2026, the conversion rate is 199.2360 shares per $1,000 principal amount of notes.

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

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

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

As of March 31, 2026, we were in compliance with all covenants.

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

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(“Ashford Trust”) and Ashford Inc.

(collectively with the Company, Ashford Trust and each of Ashford Inc.’s, the Company’s and Ashford Trust’s respective affiliates (including Stirling Hotels & Resorts, Inc.) and any entity advised by Ashford Inc., the “Company Group”) entered into a Cooperation Agreement (the “Agreement”) with Blackwells Capital LLC, Blackwells Onshore I LLC, Blackwells Holding Co.

(collectively with the Company, Ashford Trust and each of Ashford Inc.’s, the Company’s and Ashford Trust’s respective affiliates and any entity advised by Ashford Inc., the “Company Group”) entered into a Cooperation Agreement (the “Agreement”) with Blackwells Capital LLC, Blackwells Onshore I LLC, Blackwells Holding Co.

LLC, Vandewater Capital Holdings, LLC, Blackwells Asset Management LLC, BW Coinvest Management I LLC and Jason Aintabi (collectively, the “Blackwells Parties”) regarding the withdrawal of the Blackwells Parties’ proxy campaign, dismissal of pending litigation involving the parties and certain other matters.

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

The proceeds from the Loan will be used to reimburse Borrower for 70 % of the amount expended by Borrower to purchase on the open market a total of 3,500,000 shares of the Company’s common stock (the “Purchased Shares”) within six months of the date of Loan Agreement,

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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

As of March 31, 2026, the Company has advanced approximately $ 8.1 million that has been used to purchase 3.5 million shares of Braemar common stock.

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

Interest Rate

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Note receivable SOFR + 3.00 %

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

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

Three Months Ended March 31,

Line Item 2026 2025

Interest income

$ 157 $ 67 $ 464 $ 67

We review receivables for impairment each reporting period.

Under the model, the Company estimates credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument and is required to record a credit loss expense (or reversal) in each reporting period.

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

No impairment charges were recorded for the three and nine months ended September 30, 2025.

We review receivables for expected credit losses each reporting period.

Under the model, the Company estimates credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument and is required to

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

record an allowance for expected credit losses (or reversals) in each reporting period.

Our assessment of expected credit losses is based on considerable management judgment and assumptions.

No allowance for credit losses or related expenses were recorded for the three months ended March 31, 2026 and 2025.

Fair Value Measurements

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

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

In determining the fair values of our derivatives at March 31, 2026, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 3.660 % to 3.493 % for the remaining term of our derivatives.

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

Investment in securities includes mortgage-backed securities.

These securities are classified as available for sale and are generally reported at fair value utilizing Level 2 inputs where the Company obtains fair value measurements from an external pricing vendor.

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

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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(Level 3) Total

September 30, 2025

$ — $ 17,277 $ — $ 17,277 (1)

March 31, 2026

Derivative assets:

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December 31, 2025

$ — $ 41,535 $ — $ 41,535 (1)

Derivative assets:

Interest rate derivatives - caps $ — $ 56 $ — $ 56 (1)

$ — $ 41,891 $ — $ 41,891

Total $ — $ 56 $ — $ 56

__________________

(1) Reported as “investment in securities” in our condensed consolidated balance sheet.

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

BRAEMAR HOTELS & RESORTS INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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Gain (Loss) Recognized in Income

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

2025 2024 2025 2024

Three Months Ended March 31,

Derivative assets:

Interest rate derivatives - caps $ 248 $ ( 198 )

Total derivative assets $ ( 118 ) $ ( 735 ) $ ( 301 ) $ 511

Non-derivative assets:

Investment in securities

$ — $ — $ ( 1,250 ) $ —

Total $ 248 $ ( 198 )

Derivative liabilities:

Warrants $ — $ — $ — $ 12

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

Total combined

Interest rate derivatives - caps $ 240 $ ( 386 )

Warrants — — — 12

Unrealized gain (loss) on derivatives $ 240 (1)

$ ( 386 ) (1)

( 3,698 ) (1)

Realized gain (loss) on interest rate caps 8 (1) (2)

1,011 (1) (2)

4,221 (1) (2)

Realized gain (loss) on investment in securities

— — ( 1,250 ) (3) —

Net $ 248 $ ( 198 )

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

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

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

The unrealized gain (loss) recognized as a change in other comprehensive income (loss) for the three and nine months ended September 30, 2025 was $ 143,000 and $ 742,000 , respectively.

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

As a result of the sale, $ 68,000 of unrealized gain was reclassified to realized loss during the nine months ended September 30, 2025.

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

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

Summary of Fair Value of Financial Instruments

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Value Estimated

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Financial assets measured at fair value:

Investment in securities

$ 17,277 $ 17,277 $ 41,535 $ 41,535

Derivative assets $ 341 $ 341 $ 56 $ 56

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Note receivable 9,045 9,045 8,896 8,896

Due from related parties, net 367 367 — —

Due from third-party hotel managers 28,054 28,054 17,088 17,088

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139,573 139,573 142,123 142,123

Redeemable preferred stock redemptions payable 46,719 46,719 30,864 30,864

Dividends and distributions payable 3,907 3,907 7,672 7,672

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This is considered a Level 1 valuation technique.

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

and due to/from third-party hotel managers .

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This is considered a Level 1 valuation technique.

Investment in securities .

See note 8 for a complete description of the methodology and assumptions utilized in determining fair values.

Note receivable.

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See note 8 for a complete description of the methodology and assumptions utilized in determining fair values.

Indebtedness, net.

Indebtedness.

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

We estimated the fair value of the total indebtedness to be approximately 100.0 % of the carrying value of $ 1.2 billion as of September 30, 2025, and approximately 98.8 % of the carrying value of $ 1.2 billion as of December 31, 2024.

We estimated the fair value of the total indebtedness to be approximately 100.0 % of the carrying value of $ 1.1 billion as of March 31, 2026, and approximately 100.0 % of the carrying value of $ 1.1 billion as of December 31, 2025.

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Income (Loss) Per Share

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

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

2025 2024 2025 2024

Three Months Ended March 31,

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

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dividends on common stock — 3,353

Distributed and undistributed net income (loss) - basic and diluted

Distributed and undistributed net income (loss) - basic

$ 4,901 $ ( 2,566 )

Interest expense on Convertible Senior Notes 1,140 —

Dividends on preferred stock - Series M (inclusive of deemed dividends) 735 —

Distributed and undistributed net income (loss) - diluted $ 6,776 $ ( 2,566 )

Weighted average common shares outstanding:

Weighted average common shares outstanding – basic and diluted

Weighted average common shares outstanding – basic

68,432 66,744

Income (loss) per share - basic and diluted:

Effect of assumed conversion of Convertible Senior Notes 17,184 —

Effect of assumed conversion of preferred stock - Series M 14,673 —

Weighted average common shares outstanding – diluted 100,289 66,744

Income (loss) per share - basic:

Net income (loss) allocated to common stockholders per share $ 0.07 $ ( 0.04 )

Income (loss) per share - diluted:

Net income (loss) allocated to common stockholders per share $ 0.07 $ ( 0.04 )

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

2025 2024 2025 2024

Three Months Ended March 31,

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

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Total 132,259 176,840

Redeemable Noncontrolling Interests in Operating Partnership

Redeemable noncontrolling interests in the operating partnership represent the limited partners’ proportionate share of equity and their allocable share of equity in earnings/losses of Braemar OP, which is an allocation of net income/loss attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested.

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

(i) issued pursuant to an effective registration

BRAEMAR HOTELS & RESORTS INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Redeemable Noncontrolling Interests in Operating Partnership

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

(i) issued pursuant to an effective registration statement;

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

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or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for our operating partnership.

The compensation committee of our board of directors may authorize the issuance of Performance LTIP units to certain executive officers and directors from time to time.

The award agreements provide for the grant of a target number of Performance LTIP units that will be settled in common units of Braemar OP, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period, which is generally three years from the grant date.

The performance awards will be eligible to vest, from 0 % to 200 % of target, based on achievement of certain performance targets over the three-year performance period.

The performance criteria are based on performance conditions under the relevant literature.

The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the applicable measurement date fair value of the award.

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

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

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

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

As of March 31, 2026, there were approximately 77,000 issued and outstanding LTIP and Performance LTIP units.

All LTIP and Performance LTIP units had reached full economic parity with, and are convertible into, common units.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Redeemable noncontrolling interests in Braemar OP (in thousands) $ 15,925 $ 19,005

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ ( 347 ) $ 262

Distributions declared to holders of common units, LTIP units and Performance LTIP units — 344

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

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Units redeemed/exchanged

— — 1,922 $ —

Fair value of common units redeemed (1)

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____________________________________

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

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

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

The accumulated historical cost of the converted units for the three months ended March 31, 2026 and 2025 was $ 722,000 and $ 2.3 million, respectively.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Units redeemed

Fair value of common units redeemed

$ 2 $ — $ 94 $ —

Equity and Stock-Based Compensation

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Common stock dividends declared $ — $ 3,372

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

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

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

We also issue common stock to certain of our independent directors, which vests immediately upon issuance.

Performance Stock Units —The compensation committee of the board of directors of the Company may authorize the issuance of grants of performance stock units (“PSUs”) to certain executive officers and directors from time to time.

The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period, which is generally three years from the grant date.

The compensation committee utilizes a performance metric, pursuant to which, the performance awards will be eligible to vest, from 0 % to 200 % of target, based on achievement of certain performance targets over the three-year performance period.

The performance criteria are based on performance conditions under the relevant literature and were issued to non-employees.

The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the corresponding measurement date fair value of the award, which may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period.

As of March 31, 2026, the Company has not repurchased any common stock pursuant to this program.

8.25 % Series D Cumulative Preferred Stock —The dividend for all issued and outstanding shares of the Company’s Series D Cumulative Preferred Stock (the “Series D Preferred Stock”) is set at $ 2.0625 per annum per share.

The following table summarizes dividends declared (in thousands):

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

2025 2024 2025 2024

Three Months Ended March 31,

Series D Cumulative Preferred Stock $ 825 $ 825

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Redeemable Preferred Stock

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and 3) a “REIT Termination Event” and “Listing Event Redemption,” in which at any time (i) a REIT Termination Event (as defined below) occurs or (ii) the Company’s common stock fails to be listed on the NYSE, NYSE American, or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor thereto (each, a “National Exchange”), the holder of Series B Convertible Preferred Stock shall have the right to require the Company to redeem any or all shares of Series B Convertible Preferred Stock at 103 % of the liquidation preference ($ 25.00 per share, plus any accumulated, accrued, and unpaid dividends) in cash.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

A “REIT Termination Event,” shall mean the earliest of:

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The following table summarizes dividends declared (in thousands):

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

2025 2024 2025 2024

Three Months Ended March 31,

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

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

The Series E Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series B Convertible Preferred stock, the Series D Preferred Stock and the Series M Preferred Stock (as defined below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

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

If and whenever dividends on any shares of the Series E Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive, the number of directors then constituting the board shall be increased by two and the holders of such shares of Series E Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series E Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.

Each share is redeemable at any time, at the option of the holder, at a redemption price of $ 25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee.

Each share is redeemable at any time, at the option of the holder, at a redemption price of $ 25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee, subject to the limitations as stated in the Articles Supplementary.

Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $ 25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee).

5 unchanged sentences

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

7 unchanged sentences

The Series E Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control.

As such, the Series E Preferred Stock is classified outside of permanent equity.

As such, the Series E Preferred Stock is classified outside of permanent equity either in mezzanine equity or as a liability.

The Company evaluates the classification of redeemable preferred stock each reporting period based on the substance of holder redemption rights, redemption activity, contractual redemption limits, dividend payment conditions, liquidity, and other relevant factors.

When redemption of any portion of a redeemable preferred stock series is considered mandatorily redeemable and not within the Company’s control, such portion is classified as a liability, while the remaining portion continues to be classified in mezzanine equity.

As of March 31, 2026, the Company determined that a portion of the outstanding Series E Preferred Stock met the criteria for mandatory redemption based on certain holders initiating redemption requests that exceeded the limitations set forth in the Articles Supplementary.

As of March 31, 2026, the Company has received $ 45.7 million in investor-initiated Series E Preferred Stock redemption requests, representing approximately 1,826,794 shares, that have not been completed and are included in “redeemable preferred stock redemptions payable” in our condensed consolidated balance sheet.

As of December 31, 2025, the Company had received $ 30.2 million in investor-initiated Series E Preferred Stock redemption requests, representing approximately 1,208,850 shares, that have not been completed and are included in “redeemable preferred stock redemptions payable” in our condensed consolidated balance sheet.

At the date of issuance, the carrying amount of the Series E Preferred Stock was less than the redemption value.

As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

September 30, 2025 December 31, 2024

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

March 31, 2026 December 31, 2025

Series E Preferred Stock $ 239,042 $ 265,695

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The following table summarizes dividends declared (in thousands):

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

2025 2024 2025 2024

Three Months Ended March 31,

Series E Preferred Stock $ 5,422 $ 6,616

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Series E Preferred Stock shares redeemed 664 1,033

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If and whenever dividends on any shares of Series M Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive, the number of directors then constituting the board shall be increased by two and the holders of such shares of Series M Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series M Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.

Each share is redeemable at any time, at the option of the holder, at a redemption price of $ 25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee.

1 unchanged sentence

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The redemption fee shall be an amount equal to:

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Dividends will be computed on the basis of twelve 30-day months and a 360-day year.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company has a DRIP that allows participating holders to have their Series M Preferred Stock dividend distributions automatically reinvested in additional shares of the Series M Preferred Stock at a price of $ 25.00 per share.

The Series M Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside the Company’s control.

As such, the Series M Preferred Stock is classified outside of permanent equity.

As such, the Series M Preferred Stock is classified outside of permanent equity either in mezzanine equity or as a liability.

As of March 31, 2026, the Company determined that a portion of the outstanding Series M Preferred Stock met the criteria for mandatory redemption based on certain holders initiating redemption requests that exceeded the limitations set forth in the Articles Supplementary.

As of March 31, 2026, the Company has received $ 1.0 million in investor-initiated Series M Preferred Stock redemption requests, representing approximately 41,961 shares, that have not been completed and are included in “redeemable preferred stock redemptions payable” in our condensed consolidated balance sheet.

As of December 31, 2025, the Company had received $ 642,000 in investor-initiated Series M Preferred Stock redemption requests, representing approximately 25,689 shares, that have not been completed and are included in “redeemable preferred stock redemptions payable” in our condensed consolidated balance sheet.

At the date of issuance, the carrying amount of the Series M Preferred Stock was less than the redemption value.

As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.

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

September 30, 2025 December 31, 2024

The redemption value adjustment of Series M Preferred Stock classified as mezzanine equity is summarized below (in thousands):

March 31, 2026 December 31, 2025

Series M Preferred Stock $ 33,450 $ 34,217

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The following table summarizes dividends declared (in thousands):

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

2025 2024 2025 2024

Three Months Ended March 31,

Series M Preferred Stock $ 735 $ 770

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Series M Preferred Stock shares redeemed 16 19

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Advisory services fee

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Reimbursable expenses (1)

3,825 3,231 10,403 8,457

Equity-based compensation (2)

75 427 ( 24 ) 2,418

Incentive fee — 82

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(2) Equity-based compensation is associated with equity grants of Braemar’s common stock, PSUs, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC.

On each of March 11, 2024 and March 10, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc.

and Ashford LLC (collectively, the “Advisory Agreement Limited Waivers”).

Pursuant to the Advisory Agreement Limited Waivers, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during calendar years 2024 and 2025, respectively, cash incentive compensation to employees and other representatives of the Advisor.

On March 10, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc.

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

Pursuant to the March 2025 Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waived the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during calendar year 2025, cash incentive compensation to employees and other representatives of the Advisor.

On March 13, 2026, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc.

and Ashford LLC (the “March 2026 Limited Waiver”).

Pursuant to the March 2026 Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waived the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during calendar year 2026, cash incentive compensation to employees and other representatives of the Advisor.

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

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

secures general liability and auto liability policies to cover Ashford Trust, Braemar, Stirling OP, their hotel managers, as needed, and Ashford Inc.

The total cost estimates covered by such policies are based on the collective pool of risk exposures from each party.

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

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

secures general

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

liability and auto liability policies to cover Ashford Trust, Braemar, their hotel managers, as needed, and Ashford Inc.

The total cost estimates covered by such policies are based on the collective pool of risk exposures from each party.

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

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

Each year Ashford Inc.

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

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

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

On August 26, 2025, Braemar entered into a Letter Agreement with Ashford Inc.

to explore a potential sale of Braemar.

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However, Braemar and Ashford Inc.

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

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.

1 unchanged sentence

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

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

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

On December 22, 2025, Braemar entered into an amendment to the Letter Agreement.

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.

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

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

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

For the three months ended March 31, 2026 and 2025, we incurred fees from Lismore or its subsidiaries of $ 0 and $ 1.7 million, respectively.

Ashford Securities

2 unchanged sentences

(“Ashford Securities”).

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

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

As of March 31, 2026, Braemar has funded approximately $ 13.7 million .

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

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

Three Months Ended March 31,

Line Item 2026 2025

Corporate general and administrative

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Design and Construction Services

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Hotel Management Services

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

As of March 31, 2026, Remington Hospitality managed five of our 13 hotel properties.

We pay monthly hotel management fees equal to the greater of approximately $ 18,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues, as well as annual incentive management fees, if certain operational criteria were met, and other general and administrative expense reimbursements primarily related to accounting services.

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Investment in OpenKey

OpenKey, Inc.

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

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

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

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

The loan bears interest at an annual rate of 15 %.

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

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

The Company previously held an investment in OpenKey, Inc.

(“OpenKey”), a subsidiary of Ashford Inc., with a carrying value of $ 0 as of December 31, 2025.

During the fourth quarter of 2025, Ashford Inc., Ashford Trust and Braemar entered into a purchase and sale agreement to sell OpenKey.

The transaction closed in January 2026.

The Company also previously had a loan funding agreement with Ashford Inc.

During the fourth quarter of 2025, we determined that the full amount of the note receivable was not collectible and the note receivable was impaired.

As of March 31, 2026 and December 31, 2025, the carrying amount of the note receivable was $ 0 and $ 89,000 , respectively included in “investment in unconsolidated entity” on our condensed consolidated balance sheets.

During the three months ended March 31, 2026, the Company received proceeds of approximately $ 58,000 related to the note receivable with OpenKey and wrote off the remaining $ 31,000 balance.

Commitments and Contingencies

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

Restricted Cash —Under certain management and debt agreements for our hotel properties existing at March 31, 2026, escrow payments are required for insurance, real estate taxes and debt service.

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

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

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

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

Under the terms of the agreement, we will pay:

(i) 3 % of gross rooms revenue for the preceding calendar month during the first three years of the agreement;

(ii) 4 % of gross rooms revenue for the preceding calendar month during year four;

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

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

The Cameo Beverly Hills franchise agreement has a 25-year term that expires on December 31, 2050.

Under the terms of the agreement, we will pay monthly franchise fees of:

(i) 3 % of gross rooms revenue through April 30, 2026;

(ii) 4 % of gross rooms revenue from May 1, 2026 through December 31, 2026;

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

We will also pay monthly program fees of:

(i) 2 % of gross rooms revenue through April 30, 2026;

(ii) 3 % of gross rooms revenue from May 1, 2026 through August 3, 2026;

and (iii) 4 % of gross rooms revenue for the remainder of the term.

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

2 unchanged sentences

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

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

Three Months Ended March 31,

Line Item 2026 2025

Other hotel expenses $ 185 $ 70

Management Fees —Under hotel management agreements for our hotel properties existing at September 30, 2025, we pay a monthly hotel management fee equal to the greater of approximately $ 18,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues, or in some cases, 2.3 % to 5.0 % of gross revenues, as well as annual incentive management fees, if applicable.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Management Fees —Under hotel management agreements for our hotel properties existing at March 31, 2026, we pay a monthly hotel management fee equal to the greater of approximately $ 18,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues, or in some cases, approximately 2.3 % to 4.0 % of gross revenues, as well as annual incentive management fees, if applicable.

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

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

however, the total number of employees in the

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

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The case is now in the settlement administration phase.

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

As of March 31, 2026, the settlement liability amount has been accrued.

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

1 unchanged sentence

On November 30, 2023, Hilton mediated this litigation, but it did not result in a settlement.

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

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

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

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

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

The allocation to Hilton La Jolla Torrey Pines is approximately $ 401,000 , which was accrued as of March 31, 2026.

The Court granted a motion for preliminary approval of the settlement on October 27, 2025, and a hearing on the motion for final approval was set for April 20, 2026, and the ruling is pending.

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

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

A tentative settlement was reached subject to court approval.

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

The Court approved the settlement of all matters on January 16, 2026.

The aggregate settlement is $ 2.5 million.

Braemar’s portion of the settlement is approximately $ 679,000 .

As of March 31, 2026, the settlement liability amount has been accrued.

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,

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

preparing standard operating procedures for the hotel, and reviewing options relating to the operation of the hotel’s generators.

As of the date of this Quarterly Report on Form 10-Q, conversations with the EPA are ongoing.

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

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Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flow.

During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain personal information.

We have completed an investigation and have identified certain information that may have been exposed and notified potentially impacted individuals pursuant to applicable state guidelines.

All systems have been restored.

In February of 2024, two class action lawsuits were filed, one in the U.S.

District Court for the Northern District of Texas and a second in the 68th District Court for Dallas County related to the cyber incident.

The lawsuit filed in the 68th District Court was subsequently dismissed and refiled in the U.S.

District Court for the Northern District of Texas.

On March 12, 2024, the court ordered the two cases be consolidated.

The consolidated case is currently pending in the U.S.

District Court for the Northern District of Texas.

The parties have reached an agreement, subject to final Court approval, to resolve the class action suit.

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

Final court approval was received on September 3, 2025.

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

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

(iii) are designed and operated to appeal to similar

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

individuals, groups, leisure, and business customers;

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

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

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

As of March 31, 2026 and 2025, all of our hotel properties were in the U.S.

and its territories.

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Rooms $ 128,801 $ 136,092

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Hotel adjusted EBITDA $ 75,463 $ 70,741

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

2025 2024 2025 2024

Three Months Ended March 31,

Hotel adjusted EBITDA $ 75,463 $ 70,741

5 unchanged sentences

Corporate general and administrative

( 4,867 ) ( 2,894 )

Gain (loss) on disposition of assets and hotel properties 3 —

1 unchanged sentence

Interest income 810 1,888

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

Interest expense and amortization of discounts and loan costs ( 21,195 ) ( 24,827 )

Write-off of loan costs and exit fees ( 5 ) ( 1,464 )

Gain (loss) on extinguishment of debt ( 1,553 ) — ( 1,553 ) ( 22 )

Realized and unrealized gain (loss) on derivatives 248 ( 198 )

2 unchanged sentences

Subsequent Event

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

Additionally, the Company repaid approximately $ 64.7 million on the mortgage loan that was partially secured by the hotel property.

The net carrying value of the land, building and furniture, fixtures and equipment was approximately $ 66.9 million as of September 30, 2025.

On April 27, 2026, the Company entered into a definitive agreement to sell the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado for a purchase price of $ 176 million.

The agreement included a nonrefundable deposit of $ 6.5 million which was paid on April 28, 2026.

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

What changed 10-Q

Item 1. Financial Statements