What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 369 added, 175 removed, 897 unchanged (38% of the section changed)

4 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Investments in hotel properties, gross $ 1,402,848 $ 1,902,328

16 unchanged sentences

Intangible assets, net — 2,746

Due from related parties, net 367 —

Due from third-party hotel managers 13,884 17,088

Assets held for sale 327,886 —

Total assets $ 1,658,741 $ 1,861,732

9 unchanged sentences

Other liabilities 7,500 25,572

Liabilities associated with assets held for sale

Total liabilities 1,180,304 1,336,611

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 March 31, 2026 and December 31, 2025

5.50 % Series B cumulative convertible preferred stock, $ 0.01 par value, 3,078,017 shares issued and outstanding at June 30, 2026 and December 31, 2025

65,426 65,426

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

Series E redeemable preferred stock, $ 0.01 par value, 8,637,450 and 10,818,280 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

215,936 265,695

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

Series M redeemable preferred stock, $ 0.01 par value, 1,312,137 and 1,368,091 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

32,820 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 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

8.25 % Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at June 30, 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 June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 707,922 706,488

9 unchanged sentences

(unaudited, in thousands, except per share amounts)

Three Months Ended March 31,

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

2026 2025 2026 2025

Rooms $ 102,183 $ 109,824 $ 230,984 $ 245,916

13 unchanged sentences

Total operating expenses 157,810 161,183 327,172 340,263

Gain (loss) on disposition of assets and hotel properties

Gain (loss) on disposition of assets and hotel property 17,395 — 17,398 —

OPERATING INCOME (LOSS) 30,611 17,894 70,235 54,634

1 unchanged sentence

Interest income 774 1,519 1,584 3,407

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

Interest expense and amortization of discounts and loan costs ( 20,513 ) ( 25,361 ) ( 41,708 ) ( 50,188 )

21 unchanged sentences

(unaudited, in thousands)

Three Months Ended March 31,

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

2026 2025 2026 2025

NET INCOME (LOSS) $ 6,942 $ ( 6,841 ) $ 24,976 $ 3,831

1 unchanged sentence

Unrealized gain (loss) on investment in securities

— ( 260 ) — 599

Total other comprehensive income (loss) — ( 260 ) — 599

1 unchanged sentence

Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities 48 ( 115 ) 65 ( 51 )

Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership ( 347 ) 182

Comprehensive net (income) loss attributable to redeemable noncontrolling interests in operating partnership 48 1,519 ( 299 ) 1,701

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 7,038 $ ( 5,697 ) $ 24,742 $ 6,080

12 unchanged sentences

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

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

Issuance of preferred stock — — — — — — — — — — 21 542 2 41 —

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)

— — — — — ( 5,129 ) — ( 5,129 ) — — — — — — —

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

— — — — — ( 729 ) — ( 729 ) — — — — — — —

Purchase true-up of remaining noncontrolling interest — — — — 48 — — 48 — — — — — — —

Net income (loss) — — — — — 7,038 ( 48 ) 6,990 — — — — — — ( 48 )

Reclassification of redeemable preferred stock from mezzanine equity to liability — — — — — — — — — — ( 946 ) ( 23,656 ) ( 27 ) ( 671 ) —

Redemption value adjustment – preferred stock — — — — — ( 8 ) — ( 8 ) — — — 8 — — —

Redemption value adjustment — — — — — 680 — 680 — — — — — — ( 680 )

Balance at June 30, 2026

1,600 $ 16 68,679 $ 687 $ 707,922 $ ( 561,597 ) $ 2,030 $ 149,058 3,078 $ 65,426 8,637 $ 215,936 1,312 $ 32,820 $ 15,197

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 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

Purchase of common stock — — ( 293 ) ( 2 ) ( 699 ) — — ( 701 ) — — — — — — —

Equity-based compensation — — — — ( 35 ) — — — ( 35 ) — — — — — — ( 12 )

Issuance of preferred stock — — — — — — — — — — — 29 725 1 40 —

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)

— — — — — ( 6,354 ) — — ( 6,354 ) — — — — — — —

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

— — — — — ( 755 ) — — ( 755 ) — — — — — — —

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

Distributions to noncontrolling interests — — — — — — — ( 2,125 ) ( 2,125 ) — — — — — — ( 271 )

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

Net income (loss) — — — — — ( 5,467 ) — 115 ( 5,352 ) — — — — — — ( 1,489 )

Unrealized gain (loss) on investment in securities — — — — — — ( 230 ) — ( 230 ) — — — — — — ( 30 )

Redemption of preferred stock — — — — — — — — — — — ( 548 ) ( 13,574 ) ( 40 ) ( 1,005 ) —

Redemption value adjustment – preferred stock — — — — — ( 1,559 ) — — ( 1,559 ) — — — 1,559 — — —

Redemption value adjustment — — — — — ( 414 ) — — ( 414 ) — — — — — — 414

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

8.25 % Series D Cumulative Preferred Stock

Common Stock Additional

Capital Accumulated Deficit 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 December 31, 2025

9 unchanged sentences

— — — — — ( 1,464 ) — ( 1,464 ) — — — — — — —

Purchase true-up of remaining noncontrolling interest — — — — 48 — — 48 — — — — — — —

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

3 unchanged sentences

Redemption value adjustment — — — — — 2,716 — 2,716 — — — — — — ( 2,716 )

Balance at March 31, 2026

Balance at June 30, 2026

1,600 $ 16 68,679 $ 687 $ 707,922 $ ( 561,597 ) $ 2,030 $ 149,058 3,078 $ 65,426 8,637 $ 215,936 1,312 $ 32,820 $ 15,197

21 unchanged sentences

— — — — — ( 1,525 ) — — ( 1,525 ) — — — — — — —

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

Distributions to noncontrolling interests — — — — — — — ( 2,125 ) ( 2,125 ) — — — — — — ( 615 )

6 unchanged sentences

Redemption value adjustment — — — — — 734 — — 734 — — — — — — ( 734 )

Balance at March 31, 2025

Balance at June 30, 2025

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

4 unchanged sentences

(unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

Bad debt expense 180 8

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

Amortization of loan costs and discounts 5,134 5,143

Write-off of loan costs and exit fees 1,489 1,467

2 unchanged sentences

Interest expense accretion on refundable membership club deposits 255 286

Realized (gain) loss on sale of securities

(Gain) loss on disposition of assets and hotel property ( 17,398 ) —

Realized and unrealized (gain) loss on derivatives ( 283 ) 183

3 unchanged sentences

Deferred income tax expense (benefit) 1,283 ( 47 )

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

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

Accounts receivable and inventories ( 1,115 ) ( 4,168 )

11 unchanged sentences

Proceeds from property insurance 716 3,112

Proceeds from sale of investment in securities

Acquisition of land

Net proceeds from sale of hotel property 169,221 —

Proceeds from sale of investment in unconsolidated entity 58 —

1 unchanged sentence

Net cash provided by (used in) investing activities 152,176 ( 11,659 )

Six Months Ended June 30,

CASH FLOWS FROM FINANCING ACTIVITIES

4 unchanged sentences

Proceeds from derivatives 25 424

Purchase of common stock — ( 51 )

Payments for dividends and distributions ( 18,386 ) ( 24,202 )

Contributions from noncontrolling interest in consolidated entities — 306

Redemption of operating partnership units — ( 92 )

True-up for acquisition of noncontrolling interest in consolidated entities 48 —

Redemption of preferred stock ( 33,291 ) ( 40,746 )

Net cash provided by (used in) financing activities ( 209,974 ) ( 75,904 )

Net change in cash, cash equivalents and restricted cash

( 18,091 ) ( 48,822 )

Net change in cash, cash equivalents and restricted cash (including cash, cash equivalents and restricted cash held for sale) ( 14,929 ) ( 49,368 )

Cash, cash equivalents and restricted cash at beginning of period 166,833 185,057

Cash, cash equivalents and restricted cash at end of period

$ 148,742 $ 136,235

Three Months Ended March 31,

Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale) $ 151,904 $ 135,689

SUPPLEMENTAL CASH FLOW INFORMATION

4 unchanged sentences

Common stock purchases accrued but not paid — 750

Assumption of debt in acquisition of land

Capital expenditures accrued but not paid 4,516 8,300

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

Non-cash preferred stock dividends 1,260 1,602

2 unchanged sentences

Non-cash redemption of common units

Reclassification of redeemable preferred stock from mezzanine equity to liability

Non-cash consideration for acquisition of land

SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

6 unchanged sentences

$ 146,469 $ 135,689

Cash and cash equivalents at end of period included in assets held for sale 4,306 —

Restricted cash at end of period included in assets held for sale

Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale)

$ 151,904 $ 135,689

See Notes to Condensed Consolidated Financial Statements.

17 unchanged sentences

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

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

Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages five of our 12 hotel properties as of June 30, 2026.

Third-party management companies manage the remaining hotel properties.

2 unchanged sentences

These products and services include, but are not limited to, design and construction services, debt placement and related services, 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.

The accompanying condensed consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of June 30, 2026, own 12 hotel properties in five states, the District of Columbia, Puerto Rico and the U.S.

Virgin Islands (“USVI”).

1 unchanged sentence

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

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”).

As of June 30, 2026, 11 of our 12 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.

3 unchanged sentences

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.

and its affiliates, each of which is also an affiliate of Marriott (“Ritz-Carlton”), and Remington Hospitality, which are eligible independent contractors under the Code.

19 unchanged sentences

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

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.

Consequently, operating results for the three and six months ended June 30, 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.

2 unchanged sentences

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

• On May 26, 2026, we sold the Park Hyatt Beaver Creek Resort & Spa.

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.

11 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

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

2 unchanged sentences

Arizona 1 9,414 6,488 2,665 18,567

Colorado 1 13,049 5,349 3,377 21,775

Florida 2 17,529 11,022 8,042 36,593

4 unchanged sentences

USVI 1 14,965 6,772 3,540 25,277

Sold hotel property

1 752 1,039 937 2,728

Total 13 $ 102,183 $ 45,322 $ 23,521 $ 171,026

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

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

1 unchanged sentence

Puerto Rico 1 11,695 4,616 2,803 19,114

Arizona 1 9,758 7,270 2,252 19,280

Florida 2 15,173 9,725 7,126 32,024

Illinois 1 8,511 2,522 587 11,620

Pennsylvania 1 8,565 1,690 701 10,956

Washington, D.C.

1 12,818 4,472 1,155 18,445

Colorado 1 13,824 5,219 3,360 22,403

USVI 1 10,167 4,754 2,565 17,486

Sold hotel properties

3 19,260 3,902 3,405 26,567

Total 15 $ 109,824 $ 45,571 $ 23,682 $ 179,077

Six Months Ended June 30, 2026

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

California 4 $ 32,353 $ 11,035 $ 6,543 $ 49,931

Puerto Rico 1 30,957 12,102 5,628 48,687

Arizona 1 25,681 14,839 5,825 46,345

Florida 2 40,245 23,260 16,808 80,313

4 unchanged sentences

USVI 1 37,387 12,937 7,420 57,744

Sold hotel property

1 13,801 6,388 4,314 24,503

Total 13 $ 230,984 $ 97,664 $ 51,361 $ 380,009

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Six Months Ended June 30, 2025

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

California 4 $ 30,995 $ 13,130 $ 6,519 $ 50,644

Puerto Rico 1 32,062 10,245 6,183 48,490

1 24,046 16,068 5,052 45,166

Florida 2 35,584 20,785 15,465 71,834

Illinois 1 11,646 3,228 1,064 15,938

Pennsylvania 1 14,035 3,369 1,234 18,638

Washington, D.C.

1 23,623 9,750 2,379 35,752

USVI 1 26,515 9,810 5,537 41,862

Sold hotel properties

3 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Land $ 364,597 $ 576,362

6 unchanged sentences

Investments in hotel properties, net $ 1,098,326 $ 1,558,267

Impairment Charges

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

Hotel Dispositions

Hotel Dispositions, Impairments and Held for Sale

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

1 unchanged sentence

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

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

1 unchanged sentence

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

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 months ended March 31, 2025.

On May 26, 2026, the Company sold the Park Hyatt Beaver Creek Resort & Spa for $ 176 million in cash, subject to customary pro-rations and adjustments.

Additionally, the Company repaid the $ 70.5 million mortgage loan that was secured by the hotel property.

The sale resulted in a gain of approximately $ 17.4 million for the three and six months ended June 30, 2026.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Three Months Ended March 31, 2025

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

2026 2025 2026 2025

Total hotel revenue $ 2,728 $ 26,567 $ 24,503 $ 66,573

2 unchanged sentences

Depreciation and amortization ( 1,243 ) ( 4,849 ) ( 3,433 ) ( 9,743 )

Gain (loss) on disposition of assets and hotel property 17,398 — 17,398 —

Operating income (loss) 15,360 558 22,107 9,918

5 unchanged sentences

Income (loss) before income taxes attributable to the Company $ 13,739 $ ( 3,109 ) $ 18,962 $ 1,415

Impairment Charges

During the three and six months ended June 30, 2026 and 2025, no impairment charges were recorded.

Assets Held For Sale

On June 4, 2026, the Company entered into a purchase and sale agreement for The Ritz-Carlton Sarasota, the Bardessono Hotel and Spa and the Hotel Yountville.

As of June 30, 2026, these hotels were classified as held for sale.

Depreciation and amortization ceased as of the date the assets were deemed held for sale.

Since the sale of these hotels did not represent a strategic shift that has (or will have) a major effect on our operations or financial results, their results of operations were not reported as discontinued operations in the consolidated financial statements.

The sale of the three hotel properties closed on July 14, 2026.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The major classes of assets and liabilities related to assets held for sale included in the consolidated balance sheet at June 30, 2026 were as follows:

June 30, 2026

Investments in hotel properties, gross $ 318,560

Accumulated depreciation ( 41,808 )

Investments in hotel properties, net 276,752

Cash and cash equivalents 4,306

Restricted cash 1,129

Accounts receivable, net 2,974

Inventories 1,120

Prepaid expenses 904

Operating lease right-of-use assets 30,121

Other assets 2,536

Intangible assets, net 2,557

Due from third-party hotel managers 5,487

Assets held for sale $ 327,886

Indebtedness, net $ 205,830

Accounts payable and accrued expenses 24,064

Due to Ashford Inc., net 282

Due to related party, net 137

Operating lease liabilities 19,676

Other liabilities 18,189

Liabilities associated with assets held for sale $ 268,178

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Indebtedness, net

Indebtedness, net consisted of the following (dollars in thousands):

Indebtedness Collateral Current Maturity Final

Interest Rate March 31, 2026 December 31, 2025

Term Loan (2)

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

Mortgage loan

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

43,413 43,413

Maturity (10)

Interest Rate June 30, 2026 December 31, 2025

Convertible Senior Notes (2)

Equity June 2026 June 2026 4.50 % $ — $ 86,250

Mortgage loan (3)

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

Pier House Resort & Spa August 2026 August 2029 SOFR (1) + 3.24 %

407,000 407,000

The Ritz-Carlton St.

Bardessono Hotel & Spa

Hotel Yountville

The Ritz-Carlton Sarasota

Pier House Resort & Spa

The Ritz-Carlton St.

Mortgage loan (4)

The Ritz-Carlton Lake Tahoe October 2026 January 2027 SOFR (1) + 3.25 %

43,413 43,413

Mortgage loan (5)

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

2 unchanged sentences

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

70,500 70,500

Term Loan (7)

Land March 2027 March 2027 WSJ Prime Rate (1)

Mortgage loan (8)

10 unchanged sentences

Indebtedness, net $ 951,748 $ 1,103,450

Indebtedness, net related to assets held for sale (3)

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

Hotel Yountville

The Ritz-Carlton Sarasota

$ 745,918 $ 1,103,450

(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.

__________________

(1) SOFR rates were 3.65 % and 3.69 % at June 30, 2026 and December 31, 2025, respectively.

WSJ Prime Rate was 6.75 % at June 30, 2026 and December 31, 2025.

(2) On June 1, 2026, we repaid the Convertible Senior Notes.

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

On July 14, 2026, this mortgage loan was paid down $ 232.8 million in conjunction with the sales of Bardessono Hotel & Spa, Hotel Yountville, and The Ritz-Carlton Sarasota.

As of June 30, 2026, these three properties are held for sale.

(4) On June 25, 2026, we extended this mortgage loan secured by The Ritz-Carlton Lake Tahoe.

Terms of the amendment included extending the maturity date from July 2026 to October 2026, and added one three-month extension option, subject to satisfaction of certain conditions.

(5) 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 %.

(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) On June 1, 2026, we repaid this mortgage loan in conjunction with sale of the Park Hyatt Beaver Creek Resort & Spa.

(7) This term loan bears interest at WSJ Prime Rate and has a floor of 4.99 %.

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

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

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

For the three and six months ended June 30, 2026, the Company recorded coupon interest expense of $ 647,000 and $ 1.6 million, respectively.

For the three and six months ended June 30, 2025, the Company recorded coupon interest expense of $ 970,000 and $ 1.9 million, respectively.

For the three and six months ended June 30, 2026, the Company recorded discount amortization of $ 114,000 and $ 284,000 , respectively, related to the initial purchase discount.

For the three and six months ended June 30, 2025, the Company recorded discount amortization of $ 163,000 and $ 324,000 , respectively, related to the initial purchase discount, with the remaining discount balance amortized through June 2026.

The convertible senior notes were repaid in full on June 1, 2026.

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

As of June 30, 2026, we were in compliance with all covenants.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

11 unchanged sentences

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 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.

As of June 30, 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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Note receivable SOFR + 3.00 %

1 unchanged sentence

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

Three Months Ended March 31,

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

Line Item 2026 2025 2026 2025

Interest income

$ 152 $ 155 $ 301 $ 307

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.

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 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.

No allowance for credit losses or related expenses were recorded for the three and six months ended June 30, 2026 and 2025.

Fair Value Measurements

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Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Fair value measurements based on valuation techniques that use significant inputs that are unobservable.

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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 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.

In determining the fair values of our derivatives at June 30, 2026, the SOFR interest rate forward curve (Level 2 inputs) assumed an uptrend from 3.65 % to 3.99 % 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.

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(Level 3) Total

March 31, 2026

June 30, 2026

Derivative assets:

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__________________

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

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

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 March 31,

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

2026 2025 2026 2025

Derivative assets:

Interest rate derivatives - caps $ 35 $ 15 $ 283 $ ( 183 )

Total derivative assets $ 35 $ 15 $ 283 $ ( 183 )

Non-derivative assets:

Investment in securities

$ — $ ( 1,250 ) $ — $ ( 1,250 )

Total $ 35 $ ( 1,235 ) $ 283 $ ( 1,433 )

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$ ( 165 ) (1)

$ ( 551 ) (1)

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

Realized gain (loss) on investment in securities

— ( 1,250 ) (3) — ( 1,250 ) (3)

Net $ 35 $ ( 1,235 ) $ 283 $ ( 1,433 )

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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.

Summary of Fair Value of Financial Instruments

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Value Estimated

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Cash and cash equivalents $ 98,171 $ 98,171 $ 124,354 $ 124,354

$ 93,385 $ 93,385 $ 124,354 $ 124,354

Restricted cash 53,733 53,733 42,479 42,479

55,357 55,357 42,479 42,479

Accounts receivable, net 30,645 30,645 32,843 32,843

37,045 37,045 32,843 32,843

Note receivable 9,197 9,197 8,896 8,896

Due from related parties, net 367 367 — —

Due from third-party hotel managers 19,371 19,371 17,088 17,088

Financial liabilities not measured at fair value (1) :

$ 1,112,911 $ 1,113,025 $ 1,112,741 $ 1,113,025

Indebtedness $ 956,274 $ 956,274 $ 1,112,741 $ 1,113,025

Accounts payable and accrued expenses 122,286 122,286 142,123 142,123

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

Redeemable preferred stock redemptions payable 54,760 54,760 30,864 30,864

1 unchanged sentence

Due to Ashford Inc., net 962 962 5,148 5,148

1,924 1,924 5,148 5,148

Due to related parties, net 336 336 257 257

1 unchanged sentence

657 657 1,467 1,467

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

____________________________________

(1) Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of June 30, 2026.

Cash, cash equivalents and restricted cash .

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This is considered a Level 1 valuation technique.

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.

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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 $ 1.1 billion as of March 31, 2026, and approximately 100.0 % of the carrying value of $ 1.1 billion as of December 31, 2025.

We estimated the fair value of the total indebtedness to be approximately 100.0 % of the carrying value of $ 956.3 million as of June 30, 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.

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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 March 31,

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

2026 2025 2026 2025

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

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dividends on common stock — 3,411 — 6,764

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 )

Distributed and undistributed net income (loss) - basic and diluted $ ( 711 ) $ ( 16,037 ) $ 4,190 $ ( 18,603 )

Weighted average common shares outstanding:

Weighted average common shares outstanding – basic

68,432 66,744

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:

Weighted average common shares outstanding – basic and diluted 68,679 67,279 68,556 67,013

Income (loss) per share - basic and diluted:

Net income (loss) allocated to common stockholders per share $ ( 0.01 ) $ ( 0.24 ) $ 0.06 $ ( 0.28 )

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

Three Months Ended March 31,

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

2026 2025 2026 2025

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

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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.

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

As of June 30, 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:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Redeemable noncontrolling interests in Braemar OP (in thousands) $ 15,197 $ 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 March 31,

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

2026 2025 2026 2025

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 48 $ 1,489 $ ( 299 ) $ 1,751

1 unchanged sentence

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Units redeemed/exchanged

— 1,465 460 1,922

Fair value of common units redeemed (1)

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(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.

The accumulated historical cost of the converted units for the six months ended June 30, 2026 was $ 722,000 .

The accumulated historical cost of the converted units for the three and six months ended June 30, 2025 was $ 7.0 million and $ 9.3 million, respectively.

BRAEMAR HOTELS & RESORTS INC.

2 unchanged sentences

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Units redeemed

Fair value of common units redeemed

$ — $ — $ — $ 92

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Common stock dividends declared $ — $ 3,430 $ — $ 6,802

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

As of June 30, 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 March 31,

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

2026 2025 2026 2025

Series D Cumulative Preferred Stock $ 825 $ 825 $ 1,650 $ 1,650

9 unchanged sentences

2) a special optional redemption, in which on or prior to the occurrence of a Change of Control (as defined in the Articles Supplementary), the Company may redeem shares of the Series B Convertible Preferred Stock, in whole or in part, for cash at a redemption price of $ 25.00 per share;

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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

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

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The following table summarizes dividends declared (in thousands):

Three Months Ended March 31,

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

2026 2025 2026 2025

Series B Convertible Preferred Stock $ 1,058 $ 1,058 $ 2,116 $ 2,116

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• 5.0 % of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series E Preferred Stock to be redeemed;

• 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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

• 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.

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.

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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 June 30, 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 June 30, 2026, the Company has received $ 53.4 million in investor-initiated Series E Preferred Stock redemption requests, representing approximately 2,137,681 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.

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Series E Preferred Stock $ 215,936 $ 265,695

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The following table summarizes dividends declared (in thousands):

Three Months Ended March 31,

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

2026 2025 2026 2025

Series E Preferred Stock $ 5,129 $ 6,354 $ 10,551 $ 12,970

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Series E Preferred Stock shares redeemed 635 548 1,299 1,581

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provided, however, that the dividend rate for any share of Series M Preferred Stock shall not exceed 8.7 % per annum of the Stated Value.

Dividends are payable on a monthly basis and in arrears on the 15th day of each month (or, if such payment date is not a business day, on the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date.

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

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

month immediately preceding the applicable dividend payment date.

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

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.

3 unchanged sentences

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 June 30, 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 June 30, 2026, the Company has received $ 1.3 million in investor-initiated Series M Preferred Stock redemption requests, representing approximately 52,725 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.

2 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Series M Preferred Stock $ 32,820 $ 34,217

4 unchanged sentences

The following table summarizes dividends declared (in thousands):

Three Months Ended March 31,

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

2026 2025 2026 2025

Series M Preferred Stock $ 729 $ 755 $ 1,464 $ 1,525

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Series M Preferred Stock shares redeemed 16 40 32 59

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Advisory services fee

1 unchanged sentence

Reimbursable expenses (1)

3,491 3,577 7,127 6,578

Equity-based compensation (2)

— ( 51 ) — ( 99 )

Incentive fee — 188 — 270

9 unchanged sentences

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.

The hotel management companies procure workers’ compensation insurance, the expenses of which are passed through to the Company.

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

secures general

The hotel management companies procure workers’ compensation insurance, the expenses of which are passed

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.

through to the Company.

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

secures general 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.

29 unchanged sentences

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

For both the three and six months ended June 30, 2026, we incurred no fees from Lismore or its subsidiaries.

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

Ashford Securities

2 unchanged sentences

(“Ashford Securities”).

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 March 31,

Line Item 2026 2025

Corporate general and administrative

As of June 30, 2026, Braemar has funded approximately $ 13.7 million .

BRAEMAR HOTELS & RESORTS INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

Line Item 2026 2025 2026 2025

Corporate general and administrative

$ ( 2 ) $ — $ 435 $ —

Design and Construction Services

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Hotel Management Services

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

As of June 30, 2026, Remington Hospitality managed five of our 12 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.

7 unchanged sentences

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.

As of June 30, 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 six months ended June 30, 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 March 31, 2026, 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 June 30, 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.

1 unchanged sentence

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 terms of the agreement, we paid monthly franchise fees of 3 % of gross rooms revenue through April 30, 2026.

We will pay monthly franchise fees of 4 % of gross rooms revenue from May 1, 2026 through December 31, 2026 and 5 % of gross rooms revenue for the remainder of the term.

We also paid monthly program fees of 2 % of gross rooms revenue through April 30, 2026.

We will pay monthly program fees of 3 % of gross rooms revenue from May 1, 2026 through August 3, 2026 and 4 % of gross rooms revenue for the remainder of the term.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 March 31,

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

Line Item 2026 2025 2026 2025

Other hotel expenses $ 527 $ 453 $ 712 $ 523

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.

Management Fees —Under hotel management agreements for our hotel properties existing at June 30, 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 2.6 % 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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The case is now in the settlement administration phase.

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

Settlement distributions were scheduled to begin on July 22, 2026, and the Court has set a compliance hearing for November 18, 2026.

As of June 30, 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.

2 unchanged sentences

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.

The allocation to Hilton La Jolla Torrey Pines is approximately $ 401,000 , which was accrued as of June 30, 2026.

The Court granted a motion for preliminary approval of the settlement on October 27, 2025.

A hearing on the motion for final approval occurred on April 20, 2026, and the Court entered a final judgment.

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

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

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

As of June 30, 2026, the settlement liability was paid in full.

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

3 unchanged sentences

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.

This matter has been resolved for approximately $ 350,000 , which has been accrued as of June 30, 2026, with no admission with respect to the factual allegations or alleged violations.

On June 12, 2026, the Company announced its intention to terminate the Advisory Agreement with Ashford Inc.

and transition to a self-managed REIT.

In connection with the pending asset sale transactions and the planned termination of the Advisory Agreement, certain shareholders have publicly expressed opposition to aspects of the asset sale transactions and the termination of the Advisory Agreement, and have indicated an intention to pursue legal remedies.

There can be no assurance that litigation will not be commenced or, if commenced, that it will be resolved quickly or in the Company’s favor.

If a court were to issue a temporary restraining order, preliminary injunction, or other form of equitable relief, the closing of one or more pending hotel sale transactions could be prevented or delayed, which could in turn prevent or delay the termination of the Advisory Agreement.

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

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

As of June 30, 2026 and 2025, all of our hotel properties were in the U.S.

and its territories.

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Specifically, the CODM reviews the results of each hotel to assess the hotel’s profitability.

The key measure the CODM uses to allocate resources and assess performance is individual hotel net income (loss) before interest expense, income taxes, depreciation, and amortization, adjusted to exclude certain items determined by management to not be reflective of its ongoing operating performance or incurred in the normal course of business (Hotel Adjusted EBITDA).

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

certain items determined by management to not be reflective of its ongoing operating performance or incurred in the normal course of business (Hotel Adjusted EBITDA).

The adjustments include gains and losses on hotel dispositions, impairment charges, pre-opening costs associated with extensive renovation projects, property-level legal settlements, restructuring, severance, and management transition costs, and other expenses identified by management to be non-recurring.

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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 March 31,

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

2026 2025 2026 2025

Rooms $ 102,183 $ 109,824 $ 230,984 $ 245,916

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Hotel adjusted EBITDA $ 47,953 $ 47,793 $ 123,416 $ 118,534

Three Months Ended March 31,

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

2026 2025 2026 2025

Hotel adjusted EBITDA $ 47,953 $ 47,793 $ 123,416 $ 118,534

6 unchanged sentences

( 4,413 ) 2,298 ( 9,280 ) ( 596 )

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

Gain (loss) on disposition of assets and hotel property 17,395 — 17,398 —

Equity in earnings (loss) of unconsolidated entities — — ( 31 ) —

Interest income 774 1,519 1,584 3,407

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

Interest expense and amortization of discounts and loan costs ( 20,513 ) ( 25,361 ) ( 41,708 ) ( 50,188 )

3 unchanged sentences

Net income (loss) $ 6,942 $ ( 6,841 ) $ 24,976 $ 3,831

BRAEMAR HOTELS & RESORTS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Subsequent Event

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.

On July 13, 2026, the Company entered into a definitive agreement to sell the Pier House Resort & Spa for a purchase price of $ 190 million in cash, subject to customary pro-rations and adjustments.

The agreement included a nonrefundable deposit of $ 6.0 million.

On July 14, 2026, the Company completed the sale of the Ritz-Carlton Sarasota, the Bardessono Hotel and Spa and the Hotel Yountville for a purchase price of $ 437.5 million in cash, subject to customary pro-rations and adjustments.

Additionally, the Company repaid approximately $ 232.8 million on the mortgage loan that was partially secured by the hotel properties.

Upon closing, the Company Sale Fee was triggered under the Advisory Agreement with Ashford Inc., and as a result, the Company incurred a related liability of $ 480.0 million during the third quarter of 2026.

The Company subsequently paid $ 173.0 million to Ashford Inc.

to pay down a portion of the Company Sale Fee.

In July 2026, the Company exercised its put option to require the noncontrolling interest holder to repurchase the Company’s interest in CR JV, a joint venture that owns a parcel of land and is consolidated by the Company.

As a result, in August 2026, the noncontrolling interest holder repurchased CR JV for $ 6.3 million and, in conjunction with the repurchase, the Company derecognized the land and the related mortgage loan secured by the land.

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