1 unchanged sentence
Rule 10b5-1 Trading Agreements
−Removed: During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.
Exhibit Description
−Removed: 3.1 Articles of Amendment and Restatement of Braemar Hotels & Resorts Inc.
+Added: 3.1 Articles of Amendment and Restatement of Ashford Hospitality Prime, Inc.
(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 29, 2016) (File No.
−Removed: 3.2 Articles Supplementary of Braemar Hotels & Resorts Inc.
−Removed: (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on May 18, 2015) (File No.
−Removed: 3.3 Articles of Amendment of Braemar Hotels & Resorts Inc.
+Added: 3.2 Articles of Amendment of Ashford Hospitality Prime, Inc.
(incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on April 29, 2016) (File No.
+Added: 3.3 Articles Supplementary of Ashford Hospitality Prime, Inc.
+Added: (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on April 29, 2016) (File No.
3.4 Amendment Number One to the Articles of Amendment and Restatement of Braemar Hotels & Resorts Inc.
5 unchanged sentences
3.7 Fifth Amended and Restated Bylaws, as amended by Amendment No.1 on February 27, 2024, adopted on February 27, 2024 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on March 1, 2024) (File No.
−Removed: Agreement of Purchase and Sale, dated as of October 6, 2025, by and among Ashford San Francisco II LP, Ashford TRS SF LLC and Block Nine Owner, LLC.
−Removed: Agreement filed on August 26, 2025 by and among Braemar Hotels & Resorts Inc.
−Removed: and Babek “Bob” Ghassemieh and the other signatories party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of August 25, 2025) (File No.
−Removed: Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018, among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Hospitality Advisors LLC and Ashford Inc.
−Removed: (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 23, 2018) (File No.
−Removed: Letter Agreement, dated August 26, 2025, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Ashford Inc.
−Removed: and Ashford Hospitality Advisors LLC.
−Removed: (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 26, 2025) (File No.
−Removed: Agreement of Purchase and Sale, dated as of July 3, 2025, by and among Ashford Seattle Waterfront LP and Ashford TRS Seattle Waterfront LLC, indirect subsidiaries of Braemar Hotels & Resorts Inc.
−Removed: (incorporated by reference to Exhibit 10.
−Removed: 1 to the Quarterly Report on Form 10-Q filed on August 11 , 2025) (File No.
−Removed: Form of Indemnification Agreement between Braemar Hotels & Resorts Inc.
−Removed: and each of its executive officers and directors.
+Added: 10.1 Limited Waiver Under Advisory Agreement, dated as of March 13, 2026, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 17, 2026 (File No.
+Added: 10.2† Form of 2026 Deferred Cash Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 17, 2026 (File No.
+Added: 10.3† Form of 2026 Deferred Cash Award Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 17, 2026 (File No.
+Added: 10.4 Notice of Exercise of Extension of Term under Fifth Amended and Restated Advisory Agreement, as amended, dated as of March 31, 2026 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 3, 2026) (File No.
+Added: 10.5* Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Ashford BC LP, Ashford TRS BC LLC and Apres Owner, LLC.
31.1* Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended.
−Removed: 31.2* Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended.
+Added: 31.2* Certifications of Chief Accounting Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended.
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C.
+Added: 32.2** Certification of Chief Accounting Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 are formatted in XBRL (Extensible Business Reporting Language):
+Added: The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 are formatted in XBRL (Extensible Business Reporting Language):
(i) Consolidated Balance Sheets;
20 unchanged sentences
BRAEMAR HOTELS & RESORTS INC.
−Removed: November 7, 2025 By:
+Added: May 7, 2026 By:
/s/ RICHARD J.
President and Chief Executive Officer
−Removed: November 7, 2025 By:
−Removed: Chief Financial Officer
+Added: May 7, 2026 By:
+Added: /s/ JUSTIN R.
+Added: Chief Accounting Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.