BHR 10-K & 10-Q changes, risk factors and insider trading
Braemar Hotels & Resorts Inc. (also BHR-PB, BHR-PD) · NYSE · Real Estate Investment Trusts · CIK 1574085 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “If we acquire additional hotel properties, we face significant competition for attractive investment opportunities from other well-capitalized investors.”
New heading “Risks Related to a Potential Strategic Transaction”
New heading “There can be no assurance that the Company’s strategic process will result in a completed transaction, and the failure to complete a sale transaction could adversely affect our business, financial condition, and stock price.”
New heading “The Company’s strategic process could be lengthy and could divert management attention and resources, which could adversely affect our operating performance.”
New heading “Even if a transaction is announced, it may be subject to conditions that are outside our control, and there can be no assurance that an announced transaction will be completed on the expected terms or at all.”
New heading “The Company’s strategic process and any resulting transaction could cause volatility in our stock price, give rise to stockholder activism or litigation, and result in significant costs.”
Removed heading “Our business strategy depends on acquiring additional hotel properties on attractive terms and the failure to do so or to otherwise manage our planned growth successfully may adversely affect our business and operating results.”
Largest changes
Our business could be adversely affected by unstable economic and political conditions within the United States and foreign jurisdictions and by geopolitical conflicts, such as the conflict between Russia andsee in full comparisonUkraineUkraine, the Israel-Palestine-Iran conflict, andtheothermoreregionalrecentorIsrael-Hamasinternationalwar.tensions, including ongoing uncertainty in Venezuela. Because economic conditions in the United States may affect demand within the hospitality industry, current and future economic conditions in the United States, including slower economic growth, stock marketvolatilityvolatility,andheightenedrecessioninflationaryfears,pressures, recessionary concerns, or reduced consumer spending could have a material adverse impact on our earnings and financial condition. Economic conditions may be affected by numerous factors, including but not limited to, the pace of economic growth and/or recessionaryconcerns,pressures, inflation, increases intheunemploymentlevels of unemployment,levels, energy prices, tariffs and trade barriers, changes in currency exchange rates, uncertaintyaboutregarding governmentfiscalfiscal, monetary, and tax policy, geopolitical events,theregulatoryenvironmentdevelopments, changes in U.S. foreign policy and the availability and cost of credit and interest rates.President Trump has indicated that his administration is likely to impose significant tariffs on imported goods. The imposition of such tariffs may strain international trade relations and increase the risk that foreign governments implement retaliatory tariffs on goods imported from the United States.
“The Company’s strategic process and any resulting transaction could cause volatility in our stock price, give rise to stockholder activism or litigation, and result in significant costs.”see in full comparison
“The market price of our common stock may be volatile, and many factors, including speculation in the press or the investment community and general market and economic conditions, could cause significant fluctuations in our stock price. The announcement or pendency of a strategic process, including any potential sale of the Company or one or more transactions involving the sale of individual assets, including uncertainty about the terms, timing, or likelihood of a transaction, could increase stock price volatility. …”see in full comparison
“If we acquire additional hotel properties, we face significant competition for attractive investment opportunities from other well-capitalized investors.”see in full comparison
“The U.S. government has imposed significant tariffs on imported goods, and additional tariffs or trade restrictions may be implemented in the future. On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. …”see in full comparison
Ashford LLC and our hotel managers may purchase some of our information technology from vendors, on whom our systems will depend, and Ashford LLC relies on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential operator and other customer information. This includes systems that may incorporate AI or machine learning capabilities, which may introduce additional risks, including algorithmic errors, biased outputs, unintended data exposure, or vulnerabilities that could be exploited by third parties. We depend upon the secure transmission of this information over public networks. Ashford LLC’s and hotel managers’ networks and storage applications could be subject to unauthorized access by hackers or others through cyber-attacks, which are rapidly evolving and becoming increasingly sophisticated, including through the use of AI-enabled tools that allow malicious actors to identify vulnerabilities, automate attacks, generate convincing phishing or social engineering content, or bypass traditional security controls, or by other means, or may be breached due to operator error, malfeasance or other system disruptions. 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. Privacy and information security risks have generally increased in recent years because of the proliferation of new technologies, such assee in full comparisonransomware,ransomware and AI-powered attack tools, and the increased sophistication and activities of perpetrators of cyber-attacks. Further, there has been a surge in widespread cyber-attacks during and since the COVID-19 pandemic, and the use of remote work environments and virtual platforms may increase our risk of cyber-attack or data security breaches. In light of the increased risks, including due to the increased remote access associated with work-from-home arrangements as a result of the COVID-19 pandemic, Ashford LLC has dedicated additional resources on our behalf to strengthen the security of our computer systems. In the future, Ashford LLC may expend additional resources on our behalf to continue to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities. We may also incur costs related to evaluating, adopting, or monitoring AI technologies and ensuring their responsible use in compliance with applicable law. Despite these steps, there can be no assurance that we will not suffer a significant data security incident in the future, that unauthorized parties will not gain access to sensitive data stored on our systems, that AI systems we or our vendors use will perform as intended without error or bias, or that any such incident will be discovered in a timely manner.
Full comparison: every changed paragraph (46)
•catastrophic events or geopolitical conditions, such as the conflict between Russia and UkraineUkraine, the Israel-Palestine-Iran conflict and theongoing moreinstability recentin Israel-Hamas warVenezuela;
•actual and potential conflicts of interest with Ashford Trust, Ashford Inc. and its subsidiaries (including Ashford LLC, Remington Hospitality and Premier), Stirling Inc. and our executive officers and our non-independent directors;
•our ability to complete a potential sale of the Company;
Economic conditions in the United States and geopolitical developments could have a material adverse impact on our earnings and financial condition.
Our business could be adversely affected by unstable economic and political conditions within the United States and foreign jurisdictions and by geopolitical conflicts, such as the conflict between Russia and UkraineUkraine, the Israel-Palestine-Iran conflict, and theother moreregional recentor Israel-Hamasinternational war.tensions, including ongoing uncertainty in Venezuela. Because economic conditions in the United States may affect demand within the hospitality industry, current and future economic conditions in the United States, including slower economic growth, stock market volatilityvolatility, andheightened recessioninflationary fears,pressures, recessionary concerns, or reduced consumer spending could have a material adverse impact on our earnings and financial condition. Economic conditions may be affected by numerous factors, including but not limited to, the pace of economic growth and/or recessionary concerns,pressures, inflation, increases in theunemployment levels of unemployment,levels, energy prices, tariffs and trade barriers, changes in currency exchange rates, uncertainty aboutregarding government fiscalfiscal, monetary, and tax policy, geopolitical events, the regulatory environmentdevelopments, changes in U.S. foreign policy and the availability and cost of credit and interest rates. President Trump has indicated that his administration is likely to impose significant tariffs on imported goods. The imposition of such tariffs may strain international trade relations and increase the risk that foreign governments implement retaliatory tariffs on goods imported from the United States.
The U.S. government has imposed significant tariffs on imported goods, and additional tariffs or trade restrictions may be implemented in the future. On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. These measures could strain international trade relations and increase the risk that foreign governments impose retaliatory tariffs or other restrictions on goods imported from the United States. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended. Such actions may lead to higher costs, supply chain disruptions, increased operational complexity and broader economic uncertainty, all of which could adversely affect our business and financial condition.
Further, periodic impasses in the U.S. federal budget and appropriations process raise the risk of a partial or full U.S. government shutdown. A government shutdown could negatively impact economic conditions, consumer and business confidence, financial markets, and regulatory and administrative functions, which in turn could adversely affect us, delay government approvals or processes, and otherwise have a material adverse effect on our business, results of operations, and financial condition.
The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock and 8.25% Series D Cumulative Preferred Stock for each quarter of 2025, 2024 and 2023 and for the Company’s Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for each month of 2025, 2024 and 2023. On December 8, 2022, our board of directors increased the quarterly cash dividend from $0.01 per diluted share to $0.05 per diluted share beginning with the Company’s common stock dividend for the fourth quarter of 2022. The Company paid a quarterly cash dividend of $0.05 per share for the Company’s common stock for each of 20232025, 2024 and 2024,2023, or $0.20 per share on an annualized basis. On December 10, 2024, ourThe board of directors has not approved thea Company’scommon equity dividend policy for 2025.2026 in light of the fact that there is an ongoing Company sale process, which could result in the Company’s assets being sold in more than one transaction with net proceeds being distributed to stockholders after satisfying the Company’s other obligations. The approval of our dividend policy does not commit our board of directors to declare future dividends with respect to any quantity or the amount thereof and the board of directors may decide not to pay any dividends on our common stock and/or preferred stock. We may not pay dividends on our common stock or preferred stock in the future. If we fail to pay dividends on our common stock or preferred stock, the market price of our common stock or preferred stock will likely be adversely affected.
Our hotels are located in the Washington, D.C., San Francisco, Sarasota, Scottsdale, Seattle, Philadelphia, Chicago, Key West, Vail/Beaver Creek, Lake Tahoe, Los AngelesAngeles, San Francisco, Puerto Rico and St. Thomas metropolitan areas. As a result, we are particularly susceptible to adverse market conditions in these areas and any additional areas in which we may acquire assets in the future, including industry downturns, relocation of businesses and any oversupply of hotel rooms or a reduction in lodging demand. Adverse economic developments in the markets in which we have a concentration of hotels, or in any of the other markets in which we operate, or any increase in hotel supply or decrease in lodging demand resulting from the local, regional or national business climate, could adversely affect our business, operating results and prospects.
Our future success depends, to a significant extent, upon the continued services of Ashford LLC’s management team. In particular, the hotel industry experience of Messrs. Monty J. Bennett, Richard J. Stockton, AlexJim Rose,Plohg, Deric S. Eubanks and Justin Coe, and the extent and nature of the relationships they have developed with hotel franchisors, operators, and owners and hotel lending and other financial institutions are critically important to the success of our business. The loss of services of one or more members of Ashford LLC’s management team could harm our business and our prospects.
If we acquire additional hotel properties, we face significant competition for attractive investment opportunities from other well-capitalized investors.
Our business strategy depends on acquiring additional hotel properties on attractive terms and the failure to do so or to otherwise manage our planned growth successfully may adversely affect our business and operating results.
WeIf intend towe acquire additional hotel propertiesproperties, in the future. Wewe face significant competition for attractive investment opportunities from other well-capitalized investors, some of which have greater financial resources and greater access to debt and equity capital than we have. This competition increases as investments in real estate become increasingly attractive relative to other forms of investment. This competition could limit the number of suitable investment opportunities offered to us. It may also increase the bargaining power of property owners seeking to sell to us, making it more difficult for us to acquire new properties on attractive terms or on the terms contemplated in our business plan. As a result of such competition, we may be unable to acquire hotel properties that we deem attractive at prices that we consider appropriate or on terms that are satisfactory to us. If we do identify an appropriate acquisition candidate, we may not be able to successfully negotiate the terms of the acquisition. In addition, we would expect to finance any future acquisitions through a combination of the use of retained cash flows, property-level debt, and offerings of equity and debt securities, which may result in additional leverage or dilution to our stockholders. Any delay or failure on our part to identify, negotiate, finance on favorable terms, consummate and integrate such acquisitions could materially impede our growth.
In addition, if we expect to competewere to sell hotel properties.properties, Availabilityavailability of capital, the number of hotel properties available for sale and market conditions, all affect prices. We may not be able to sell hotel assets at our targeted price.
We own interestsan interest in one hotel through a joint venture and we do not have sole decision-making authority regarding this property.joint venture. In addition, we may continue to co-invest with third parties through partnerships, joint ventures or other entities, acquiring controlling or noncontrolling interests in, or sharing responsibility for, managing the affairs of a property, partnership, joint venture or other entity. We may not be in a position to exercise sole decision-making authority regarding any future properties that we may hold in a partnership or joint venture. Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt, suffer a deterioration in their financial condition or fail to fund their share of required capital contributions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, budgets, or financing, because neither we nor the partner or co-venturer have full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by, or disputes with, partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.
We do not have any employees. We contractually engage hotel managers, such as Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons, Hyatt, Accor and our affiliate, Remington Hospitality, which is owned by Ashford Inc., to operate, and to employ the personnel required to operate, our hotels. Each hotel manager is required under the applicable hotel management agreement to determine appropriate staffing levels; and we are required to reimburse the applicable hotel manager for the cost of these employees. As a result, we are dependent on our hotel managers to make appropriate staffing decisions and to appropriately reduce staffing when market conditions are poor, and we cannot reduce staffing at our hotels as we would if we employed such personnel directly. As a result, our hotels may be staffed at a level higher than we would choose if we employed the personnel required to operate the hotels. In addition, we may be less likely to take aggressive actions (such as delaying payments owed to our hotel managers) in order to influence the staffing decisions made by Remington Hospitality, which is our affiliate.
We are parties to hotel management agreements under which unaffiliated third-party hotel managers manage our hotels. We have also entered into a master hotel management agreement with Remington Hospitality, a subsidiary of Ashford Inc., pursuant to which Remington Hospitality currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville and theYountville, Cameo Beverly Hills.Hills, and Sofitel Chicago Magnificent Mile. We do not supervise any of the hotel managers or their respective personnel on a day-to-day basis. From time to time, disputes may arise between us and our third-party managers regarding their performance or compliance with the terms of the hotel management agreements, which in turn could adversely affect us and we could incur liabilities resulting from loss or injury to our property or to persons at our properties. If we are unable to resolve such disputes through discussions and negotiations, we may choose to terminate our management agreement, litigate the dispute or submit the matter to third-party dispute resolution, the expense of which may be material and the outcome of which may harm our business, operating results or prospects.
EightSeven of our hotels currently operate under Marriott or Hilton brands; therefore, we are subject to risks associated with concentrating our portfolio in just two brand families.
EightSeven of our 1513 hotels utilize brands owned by Marriott (or its affiliates) or Hilton (or its affiliates). As a result, our success is dependent in part on the continued success of Marriott and Hilton and their respective brands (or the brands of their affiliates). We believe that building brand value is critical to increase demand and build customer loyalty. Consequently, if market recognition or the positive perception of Marriott and/or Hilton is reduced or compromised, the goodwill associated with the Marriott- and Hilton-branded hotels in our portfolio may be adversely affected. Furthermore, if our relationship with Marriott or Hilton were to deteriorate as a result of disputes regarding the management of our hotels or for other reasons, Marriott and/or Hilton might terminate its current management agreements or franchise licenses with us or decline to manage or provide franchise licenses for hotels we may acquire in the future.
We are increasingly dependent on information technology, and cyber-attacks, security problemsproblems, artificial intelligence-related risks, or other disruption and expanding social media vehicles present new risks.
Ashford LLC and our hotel managers rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, personal identifying information, reservations, billing and operating data. We are also increasingly exposed to risks associated with the use of artificial intelligence (“AI”) and machine learning technologies, both as tools we and/or our hotel managers may adopt to improve operations. The collection and use of personally identifiable information is governed by federal and state laws and regulations. Privacy and information security laws continue to evolve and may be inconsistent from one jurisdiction to another. The regulatory landscape governing AI is also rapidly developing, with new federal and state laws, regulatory guidance, and international frameworks emerging that may impose additional compliance obligations on us. Compliance with all such laws and regulations may increase the Company’s operating costs and adversely impact the Company’s ability to market the Company’s properties and services.
Ashford LLC and our hotel managers may purchase some of our information technology from vendors, on whom our systems will depend, and Ashford LLC relies on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential operator and other customer information. This includes systems that may incorporate AI or machine learning capabilities, which may introduce additional risks, including algorithmic errors, biased outputs, unintended data exposure, or vulnerabilities that could be exploited by third parties. We depend upon the secure transmission of this information over public networks. Ashford LLC’s and hotel managers’ networks and storage applications could be subject to unauthorized access by hackers or others through cyber-attacks, which are rapidly evolving and becoming increasingly sophisticated, including through the use of AI-enabled tools that allow malicious actors to identify vulnerabilities, automate attacks, generate convincing phishing or social engineering content, or bypass traditional security controls, or by other means, or may be breached due to operator error, malfeasance or other system disruptions. 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. Privacy and information security risks have generally increased in recent years because of the proliferation of new technologies, such as ransomware,ransomware and AI-powered attack tools, and the increased sophistication and activities of perpetrators of cyber-attacks. Further, there has been a surge in widespread cyber-attacks during and since the COVID-19 pandemic, and the use of remote work environments and virtual platforms may increase our risk of cyber-attack or data security breaches. In light of the increased risks, including due to the increased remote access associated with work-from-home arrangements as a result of the COVID-19 pandemic, Ashford LLC has dedicated additional resources on our behalf to strengthen the security of our computer systems. In the future, Ashford LLC may expend additional resources on our behalf to continue to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities. We may also incur costs related to evaluating, adopting, or monitoring AI technologies and ensuring their responsible use in compliance with applicable law. Despite these steps, there can be no assurance that we will not suffer a significant data security incident in the future, that unauthorized parties will not gain access to sensitive data stored on our systems, that AI systems we or our vendors use will perform as intended without error or bias, or that any such incident will be discovered in a timely manner.
In addition, the use of social media or AI technologies could cause us to suffer brand damage or information leakage. Negative posts or comments about us, our hotel managers or our hotels on any social networking website could damage our or our hotels’ reputations. In addition, employees or others might disclose non-public sensitive information relating to our business through external media channels.channels or inadvertently through the use of AI tools. The continuing evolution of social media and AI will present us with new challenges and risks.
A class action lawsuit has beenwas filed against one of the Company’s hotel management companies alleging violations of certain California employment laws, which class action affects two hotels owned by subsidiaries of the Company. For more information, see “Item 3. Legal Proceedings.”
Our separation and distribution agreement, our advisory agreement, the original master hotel management agreement, the original mutual exclusivity agreement and other agreements entered into in connection with the spin-off, as well as the master project management agreement, the master hotel management agreement, the hotel management MEA and the project management MEA entered into in connection with Ashford Inc.’s August 2018 acquisition of Premier and the ERFP Agreement were not negotiated on an arm’s-length basis with an unaffiliated third party, and we may pursue less vigorous enforcement of the terms of the current agreementsagreements, because of conflicts of interest with certain of our executive officers and directors and key employees of Ashford LLC.
Remington Hospitality, a subsidiary of Ashford Inc., currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville andYountville, Cameo Beverly Hills.Hills, and Sofitel Chicago Magnificent Mile. We expect Remington Hospitality will manage certain of the hotels we acquire in the future. Premier, also a subsidiary of Ashford Inc., currently provides design and construction services to us. We expect Premier will also provide design and construction services to us in the future. Conflicts of interest in general and specifically relating to Remington Hospitality and Premier may lead to management decisions that are not in our stockholders’ best interest.
As of December 31, 2024,2025, Mr. Monty J. Bennett, chairman of our board of directors and chairman, chief executive officer and a significant stockholder of Ashford Inc. and Mr. Archie Bennett, Jr. together owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 46.6%51.9% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc. Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,395,2814,573,359 shares of Ashford Inc. common stock, which if converted as of December 31, 20242025 would have increased the Bennetts’ ownership interest in Ashford Inc. to 84.9%.87.8%. The 18,758,600 shares of Series D Convertible Preferred Stock owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. include 360,000 shares owned by trusts. Additionally, Mr. Monty J. Bennett acquired the right to direct votes, effective March 25, 2025, and as of December 31, 2025, those rights represented approximately 551,000 common shares.
We have adopted a conflicts of interest policy to address specifically some of the conflicts relating to our activities which requires the approval of a majority of our disinterested directors to approve any transaction, agreement or relationship in which any of our directors or officers, Ashford LLC or its employees,employees or Ashford Trust or Stirling Inc. has an interest. In connection with this policy, our board of directors has established a Related Party Transactions Committee (consisting of Mr. Rinaldi and Ms. Carter), which is empowered to deny a new proposed interested party transaction or recommend the transaction for approval by a majority of the independent directors. Our policies, however, may not be adequate to address all of the conflicts that may arise. In addition, it may not address such conflicts in a manner that is favorable to us.
Particularly following periods of volatility in the overall market or declines in the market price of the company’s securities, REITs, including usus, have been targets of stockholder litigation, stockholder director nominations and stockholder proposals by dissident stockholders that allege conflicts of interest in business dealings with affiliated and related persons and entities. Our relationships with Ashford LLC, Ashford Inc., Ashford Trust, Stirling Inc., the other businesses and entities to which Ashford LLC and Ashford Inc. provide management or other services, Mr. Monty J. Bennett, Mr. Archie Bennett, Jr. and with other related parties of Ashford Inc. and Ashford Trust may precipitate such activities. These activities, if instituted against us, could result in substantial costs and a diversion of our management’s attention even if the action is unfounded.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company does not expect the OBBBA to have a material impact on the consolidated financial statements for the year ending December 31, 2025 and will continue to monitor its impacts.
On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law, with tax provisions primarily focused on implementing a 15% corporate alternative minimum tax on global adjusted financial statement income and a 1% excise tax on share repurchases. The IRA also created a number of potentially beneficial tax credits to incentivize investments in certain technologies and industries. Certain provisions of the IRA became effective in fiscal 2023 and the Treasury Department and IRS have announced their intentions to continue to release and finalize regulations and other guidance implementing the IRA in fiscal 2024. The IRA has not had a material negative impact on our business.
We hold an investment in OpenKey, which operates in the lodging industry. To the extent we seek additional investments, we would expect that they will generally be in lodging-related entities. As such, our investment portfolio will likely contain investments concentrated in a single industry and may not be fully diversified by asset class, geographic region or other criteria, which will expose us to significant loss due to concentration risk. Investors have no assurance that the degree of diversification in our investment portfolio will increase at any time in the future.
Future issuances of common stock or preferred stock, including through our “at-the-market” equity offering program, our SEDA (as defined below), the issuance of Series E Preferred Stock and Series M Preferred Stock (for which we have an effective registration statement on file with the SEC) and privately negotiated exchange agreements with holders of our preferred stock in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), could decrease the relative voting power of our common stock or preferred stock and may cause substantial dilution in the ownership percentage of our then existing holders of common or preferred stock. We may value any common stock or preferred stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of reducing investors’ relative voting power and/or diluting the net tangible book value of the shares held by our stockholders, and might have an adverse effect on any trading market for our securities. Our board of directors may designate the rights, terms and preferences of our authorized but unissued common shares or preferred shares at its discretion, including conversion and voting preferences without stockholder approval.
The sale of one or more of our properties may be considered a prohibited transaction under the Code. Any “inventory-like” sales or dealer sales could be considered such a prohibited transaction. If we are deemed to have engaged in a “prohibited transaction” (i.e., sale of a property held by us primarily for sale in the ordinary course of our trade or business), all net gain that we derive from such sale would be subject to a 100% penalty tax. The Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% penalty tax. The principal requirements of the safe harbor are that: (i) the REIT must hold the applicable property for not less than two years for the production of rental income prior to its sale; (ii) the aggregate expenditures made by the REIT, or any partner of the REIT, during the two-year period preceding the date of sale which are includible in the basis of the property do not exceed 30% of the net selling price of the property; and (iii) property sales by the REIT during the particular tax year satisfy at least one of the following thresholds: (a) not more than seven sales during the year (treating the sale of multiple properties to the same buyer in a single transaction as a single sale for this purpose); (b) sales in the current year do not exceed 10% of the REIT’s assets as of the beginning of the year (as measured by either fair market value or tax basis); or (c) sales in the current year do not exceed 20% of the REIT’s assets as of the beginning of the year, and sales over a three-year period do not exceed, on average, 10% per annum of the REIT’s assets, in each case as measured by either fair market value or tax basis.
If we desire to sell a property pursuant to a transaction that does not satisfy the safe harbor, we may be able to avoid the prohibited transaction tax if we hold and sell the property through a TRS. In that case, any gain would be taxable to the TRS at regular corporate income tax rates. We may decide to forego the use of a TRS in a transaction that does not meet the safe harbor based our own internal analysis, or on the advice our tax advisors that the disposition should not be subject to the prohibited transaction tax. In cases where a property disposition is not effected through a TRS, the IRS could assert that the disposition constitutes a prohibited transaction. We believe based upon the facts and circumstances of the sales of our properties that such sales should not be treated as prohibited transactions. There can be no assurance, however, that the IRS will not successfully assert that sales of our properties are prohibited transactions. If such an assertion were successful, all of the net gain from the sale of the property will be payable as a penalty tax which will have a negative impact on cash flow and the ability to make cash distributions. In addition, we may defer the sale of certain properties in order to reduce the likelihood that a sale would be treated as a prohibited transaction.
Finally, we may sell one or more of our properties pursuant to an adopted plan of liquidation. Depending on the applicable facts and circumstances, such sales might not be treated as prohibited transactions. There can be no assurance, however, that the IRS will not successfully assert that sales of our properties pursuant to an adopted plan of liquidation are prohibited transactions. If such an assertion were successful, all of the net gain from the sale of the properties will be payable as a penalty tax which will have a negative impact on cash flow and the ability to make cash distributions.
A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. We may be subject to the prohibited transaction tax equal to 100% of net gain upon a disposition of real property. We may not be able to comply with the safe harbor to the characterization of the sale of real property by a REIT as a prohibited transaction. Consequently, we may choose not to engage in certain sales of our properties or we may conduct such sales through our TRS, which would be subject to federal and state income taxation.
Risks Related to a Potential Strategic Transaction
There can be no assurance that the Company’s strategic process will result in a completed transaction, and the failure to complete a sale transaction could adversely affect our business, financial condition, and stock price.
The board of directors is exploring potential strategic alternatives, including a potential sale of the Company or one or more potential transactions involving the sale of individual assets. However, there can be no assurance that the strategic process will result in a transaction of any kind. The outcome of the process will depend on many factors beyond our control, including the availability of interested buyers for the Company as a whole or for individual assets, the state of the capital markets, macroeconomic and industry conditions, and the ability to negotiate mutually acceptable terms. Macroeconomic conditions and market volatility could cause actual results to differ materially from those anticipated in connection with a potential transaction. If a transaction, whether a sale of the entire Company or a sale of individual assets, is not completed, we may have incurred significant costs, including advisory, legal, and other fees, without realizing any corresponding benefit. In addition, the failure to complete a transaction, or uncertainty about whether or when a transaction may be completed, could negatively affect investor sentiment, cause volatility in our stock price, and adversely affect our business, operating results, liquidity, and financial condition. We can give no assurance that the strategic process will result in a definitive agreement or a completed transaction, whether involving the entire Company or individual assets, on terms favorable to stockholders, or at all.
The Company’s strategic process could be lengthy and could divert management attention and resources, which could adversely affect our operating performance.
The strategic process may require a significant commitment of time and resources from our management team. Conducting a process to evaluate a potential sale of the Company or a series of transactions involving the sale of individual assets requires our management team to devote a significant amount of time to the potential sales process, which diverts management attention from our operating performance. Moreover, turbulent market conditions and engaging with multiple bidders, whether for the Company as a whole or for individual assets, might make it difficult to run an efficient process. The pendency of a strategic process could also make it more difficult to retain key personnel and could create uncertainty that adversely affects our relationships with employees, hotel managers, franchisors, lenders, and other business partners. Any of these factors could negatively affect our operating results and financial condition, regardless of whether a transaction is ultimately completed.
Even if a transaction is announced, it may be subject to conditions that are outside our control, and there can be no assurance that an announced transaction will be completed on the expected terms or at all.
Even if we enter into a definitive agreement with respect to a sale of the Company or one or more transactions involving the sale of individual assets, the completion of any such transaction would likely be subject to a number of conditions, many of which would be outside our control. These conditions may include, among others, the receipt of required regulatory approvals, third-party consents (including from hotel managers, franchisors, and lenders), financing availability for the acquirer, and satisfaction of other customary closing conditions. In the case of individual asset sales, additional consents or approvals specific to the assets being sold may also be required. The availability, terms, and deployment of capital are factors that could cause actual results to differ materially from our expectations, and constrained capital markets could impair a prospective buyer's ability to secure acquisition financing, whether for the Company as a whole or for individual assets. Constrained credit environments may make refinancing or transaction financing difficult and may force parties to seek unfavorable alternatives. If any condition to a definitive agreement is not satisfied or waived, or if a transaction is abandoned after announcement, we may face significant adverse consequences, including a decline in our stock price, reputational harm, disruption to our business, and significant costs incurred in connection with the failed transaction.
The Company’s strategic process and any resulting transaction could cause volatility in our stock price, give rise to stockholder activism or litigation, and result in significant costs.
The market price of our common stock may be volatile, and many factors, including speculation in the press or the investment community and general market and economic conditions, could cause significant fluctuations in our stock price. The announcement or pendency of a strategic process, including any potential sale of the Company or one or more transactions involving the sale of individual assets, including uncertainty about the terms, timing, or likelihood of a transaction, could increase stock price volatility. The potential for conflicts of interest in our management structure may also provoke dissident stockholder activity, and responding to activist investors can be costly, time-consuming, and disruptive to our operations. We may be subject to litigation in connection with the strategic process or any resulting transaction, including in connection with any individual asset sales, which may result in significant defense costs, settlements, fines, or judgments, as well as negative publicity, and could adversely affect our financial condition, operating results, cash flow, and the trading price of our common stock. Any such litigation could also delay or prevent completion of a transaction.
Management's Discussion & Analysis (MD&A)
New heading “Potential Strategic Transaction”
Largest changes
“We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2021 through 2025 remain subject to potential examination by certain federal and state taxing authorities.”see in full comparison
The “Income Taxes” Topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period.see in full comparisonWe analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2020 through 2024 remain subject to potential examination by certain federal and state taxing authorities.
“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”). …”see in full comparison
“On August 26, 2025, Braemar entered into an agreement with Ashford Inc. to explore a potential sale of Braemar. Pursuant to the Letter Agreement, Braemar and Ashford Inc. agreed that the termination fee payable to Ashford Inc. under the advisory agreement is $574.8 million (exclusive of accrued fees). However, Braemar and Ashford Inc. have agreed to the payment of a discounted aggregate amount of $480.0 million plus accrued fees. Ashford Inc. received a $17.0 million payment upon execution of the agreement. The $17.0 million payment will be credited against other amounts due to Ashford Inc. …”see in full comparison
“(iii) If the members of the board of directors change such that members who constitute the Board as of August 8, 2024 (the “Incumbent Board”) no longer constitute at least a majority of the board of directors (other than those whose election to the board of directors is approved or recommended to stockholders of the Company by a vote of at least a majority of the Incumbent Board), the Limited Waiver shall be null and void ab initio (but the consideration provided by the Company to the Advisor as described in item (iv) below shall remain in force); …”see in full comparison
“As previously disclosed, our board of directors is exploring potential strategic alternatives, including a potential sale of the Company or one or more potential transactions involving the sale of individual assets. However, there can be no assurance that the strategic process will result in a transaction of any kind. …”see in full comparison
Full comparison: every changed paragraph (109)
We operate in the direct hotel investment segment of the hotel lodging industry. As of December 31, 2024,2025, we owned interests in 1513 hotel properties in sevensix states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 3,8073,028 total rooms, or 3,667 net rooms, excluding those attributable to our joint venture partner.rooms. The hotel properties in our current portfolio are predominantly located in U.S. urban markets and resort locations with favorable growth characteristics resulting from multiple demand generators. We own 14 of our hotel properties directly, and the remaining one hotel property, through an investment in a majority-owned consolidated entity.
We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”) through an advisory agreement. Ashford LLC is a subsidiary of Ashford Inc. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.
We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. As of December 31, 2024,2025, Remington Hospitality, a subsidiary of Ashford Inc., managed fourfive of our 1513 hotel properties. Third-party management companies managed the remaining hotel properties.
Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. 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, mobile key technologyservices and cash management services.
On August 26, 2025, Braemar entered into an agreement with Ashford Inc. to explore a potential sale of Braemar. Pursuant to the Letter Agreement, Braemar and Ashford Inc. agreed that the termination fee payable to Ashford Inc. under the advisory agreement is $574.8 million (exclusive of accrued fees). However, Braemar and Ashford Inc. have agreed to the payment of a discounted aggregate amount of $480.0 million plus accrued fees. Ashford Inc. received a $17.0 million payment upon execution of the agreement. The $17.0 million payment will be credited against other amounts due to Ashford Inc. from Braemar if the sale of the Company does not occur before July 1, 2028. On December 22, 2025, Braemar entered into the Amendment. The Amendment was entered into in order to eliminate unintended ambiguity regarding the circumstances under which the termination fees become due and payable to Ashford Inc. and the timing of payment in order to more fully reflect the parties’ original intent under the Letter Agreement and ensure consistency across potential transaction structures in how the proceeds from a Company Sale Transaction (as defined in the Letter Agreement) are applied.
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.
On February 20, 2026, our board of directors, in consultation with counsel, in compliance with Article II, Section 12 of the Company’s bylaws, voted unanimously (with Mr. Ghassemieh recused) to determine that Mr. Ghassemieh was in breach of the cooperation agreement entered into on August 25, 2025 between the Company, Ashford Trust, Ashford Inc. and Mr. Ghassemieh (the “Ghassemieh Agreement”). Accordingly, pursuant to Section 4(a)(ii) of the Ghassemieh Agreement, Mr. Ghassemieh’s irrevocable resignation letter executed by Mr. Ghassemieh in connection with the Ghassemieh Agreement became effective on February 20, 2026.
On March 5, 2026, Ashford Inc. and Ashford LLC agreed with Deric Eubanks, the Chief Financial Officer of Ashford Inc., and Ashford LLC that, effective March 31, 2026 (the “Termination Date”), Mr. Eubanks would terminate employment with and service to Ashford Inc., Ashford LLC and their affiliates. Mr. Eubanks is also the Chief Financial Officer of the Company and Ashford Trust and accordingly his service as Chief Financial Officer of each of the Company and Ashford Trust will also end effective as of the Termination Date. Effective on the Termination Date, Justin Coe, the Company’s current Chief Accounting Officer and principal accounting officer, will serve as the principal financial officer of the Company.
On July 2, 2024, Braemar, 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. 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.
Pursuant to the Agreement, the Blackwells Parties have agreed to withdraw (i) the notice delivered to the Company on March 10, 2024 purporting to nominate four director candidates to the Company’s board of directors (the “Board”) and make certain other proposals and (ii) the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 3, 2024 to solicit proxies from stockholders of the Company to vote in favor of the Blackwells Parties’ director nominees and proposals.
The Blackwells Parties have also agreed to specified standstill restrictions with respect to the Company Group, which will expire on July 2, 2034. During the standstill period, the Blackwells Parties are required to (i) appear in person or by proxy at each meeting of stockholders of the members of the Company Group in which they beneficially own shares of stock and vote any Blackwells Parties’ shares then beneficially owned by them in accordance with the recommendation of the board of directors of such member of the Company Group on any proposals considered at such meeting and (ii) deliver consents or consent revocations in any action by written consent by stockholders of any member of the Company Group in which they beneficially own shares in accordance with the recommendation of the board of directors of such member of the Company Group.
The Agreement also provides for the voluntary dismissal, with prejudice, of the consolidated action previously pending in the U.S. District Court for the Northern District of Texas to which the Company, Blackwells Capital LLC and certain of their respective related parties are parties (the “Consolidated Litigation”). Pursuant to the Agreement, the Consolidated Litigation was voluntarily dismissed, with prejudice, on July 3, 2024. The Company has agreed to reimburse Blackwells Capital LLC, in an amount agreed upon by the parties, for the Blackwells Parties’ reasonable attorneys’ fees and expenses incurred in connection with the Consolidated Litigation and related matters.
Additionally, pursuant to the Agreement, the Board was required to take steps to identify and select one additional individual to be appointed to the Board as an independent director (the “Additional Board Member”). The Board was required to promptly notify Blackwells Capital LLC of its selection of the Additional Board Member and to consider any input Blackwells Capital LLC may have with respect to the Additional Board Member. In accordance with the Cooperation Agreement, on October 4, 2024, the Board increased the number of directors of the Company from eight to nine and appointed Mr. Jay H. Shah as the Additional Board Member to serve until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualified.
The Agreement contains various other obligations and provisions applicable to the Company Group and the Blackwells Parties, including a mutual release of claims and mutual non-disparagement.
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, 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. LLC, and Blackwells Asset Management LLC and shall bear payment-in-kind interest during the Term at a rate equal to the sum of (a) Term SOFR (as defined in the Loan Agreement) and (b) 3.00% (three hundred basis points) per annum. 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 10, 2025, the Company has loaned approximately $8.1 million that has been used to purchase 3.5 million shares of Braemar common stock.
The Company, Braemar OP, Braemar TRS, Ashford Inc. and Ashford Hospitality Advisors LLC (together with Ashford Inc., the “Advisor”), are parties to that certain Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018 (as amended, the “Advisory Agreement”).
The Company has a mortgage loan maturing in June 2025 with an outstanding principal balance of approximately $293 million (the “Mortgage Loan”) secured by four hotel properties: The Notary Hotel; The Clancy; Sofitel Chicago Magnificent Mile; and Marriott Seattle Waterfront (the “Hotel Properties”). On August 8, 2024, the parties to the Advisory Agreement entered into a Limited Waiver Under Advisory Agreement (the “Waiver Agreement”) that provides, among other things, as follows:
(i) From August 8, 2024 until the earlier of (a) November 15, 2025 and (b) the refinancing of the Mortgage Loan (the “Loan Outside Date”), the Advisor waives the operation of Section 12.4(a) of the Advisory Agreement that would permit the Advisor to terminate the Advisory Agreement occurring solely as a result from the sale or disposition of one or more of the Hotel Properties as a result of a mortgage foreclosure, deed-in-lieu of mortgage foreclosure, mezzanine loan foreclosure or an assignment in-lieu of a mezzanine loan foreclosure following the failure of the Company to pay, upon the maturity of the Mortgage Loan, all amounts due and payable thereunder (the “Limited Waiver”);
(ii) Upon the satisfaction of certain conditions, the Company may request the Advisor agree to amend the Waiver Agreement to extend the Loan Outside Date for a period not to exceed ninety (90) days from November 15, 2025 and if the Advisor agrees to such amendment, the Advisor shall not be entitled to any further consideration in respect thereof;
(iii) If the members of the board of directors change such that members who constitute the Board as of August 8, 2024 (the “Incumbent Board”) no longer constitute at least a majority of the board of directors (other than those whose election to the board of directors is approved or recommended to stockholders of the Company by a vote of at least a majority of the Incumbent Board), the Limited Waiver shall be null and void ab initio (but the consideration provided by the Company to the Advisor as described in item (iv) below shall remain in force); and (iv) In exchange for the Limited Waiver and the other agreements provided by the Advisor in the Waiver Agreement, the Company agrees to pay the Advisor an amount equal to the Advisor’s obligation under the Advisor’s current employment agreement with Richard J. Stockton, the Company’s President and Chief Executive Officer (the “Stockton Employment Agreement”), to pay Mr. Stockton a multiple of his Base Salary (as defined in the Stockton Employment Agreement) that becomes payable by the Advisor to Mr. Stockton as the result of the occurrence of certain events as more fully described in the Waiver Agreement.
On January 14, 2025, the Company amended its mortgage loan secured by the 170-room Ritz-Carlton Lake Tahoe. The terms of the amendment included a $10.0 million principal pay down, extending the current maturity date to July 2025, an interest rate reduction to SOFR + 3.25%, and one six-month extension option subject to satisfaction of certain conditions. The mortgage loan had an initial maturity date in January 2025.
On March 7, 2025, the Company refinanced its $293.2 million mortgage loan secured by The Clancy, The Notary Hotel, Marriott Seattle Waterfront, and Sofitel Chicago Magnificent Mile, which had an interest rate of SOFR + 2.66% and a final maturity date in June of 2025 and its $62.0 million mortgage loan secured by The Ritz-Carlton Reserve Dorado Beach, which had an interest rate of SOFR + 4.75% and a final maturity date in March of 2026. The new $363.0 million mortgage loan bears interest at a floating interest rate of SOFR + 2.52% and has a two-year initial term with three one-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is secured by five hotels: The Clancy, The Notary Hotel, Marriott Seattle Waterfront, Sofitel Chicago Magnificent Mile, and The Ritz-Carlton Reserve Dorado Beach. The $363.0 million mortgage loan amount represents an approximate 49% loan-to-value based on third-party appraisals completed by the lender. The appraisals valued the hotels at approximately $742 million based on the sum of their “as-is” values.
On March 10, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “2025 Advisory Agreement Limited Waiver”). Pursuant to the 2025 Advisory Agreement Limited Waiver, 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 the first and second fiscal quarters of calendar year 2025, cash incentive compensation to employees and other representatives of the Advisor.
RevPAR changes that are primarily driven by changes in occupancy have different implications for overall revenues and profitability than changes that are driven primarily by changes in ADR. For example, an increase in occupancy at a hotel would lead to additional variable operating costs (including housekeeping services, utilities and room supplies) and could also result in increased other operating department revenue and expense.expenses. Changes in ADR typically have a greater impact on operating margins and profitability as they do not have a substantial effect on variable operating costs.
All hotel properties owned for the year ended December 31, 20242025 and 20232024 have been included in our results of operations during the respective periods in which they were owned. Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the year ended December 31, 20242025 and 2023.2024. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following dispositiondispositions affectsaffect reporting comparability related to our consolidated financial statements:
The following table illustrates the key performance indicators of the 1513 comparable hotel properties that were owned for the full year ended December 31, 20242025 and 20232024:
Net Income (Loss) Attributable to the Company. Net loss attributable to the Company decreasedincreased $25.3$20.6 million from a net loss of $27.0$1.7 million for the year ended December 31, 2023 (“2023”) to $1.7 millionloss for the year ended December 31, 2024 (“2024”) to a $22.3 million loss for the year ended December 31, 2025 (“2025”), as a result of the factors discussed below.
Rooms Revenue. Rooms revenue decreased $12.5$23.4 million to $452.4$429.0 million during 20242025 compared to 20232024 primarily due to the salesales of theMarriott Seattle Waterfront in August 2025 and Hilton La Jolla Torrey Pines in July 2024. During 2024,2025, weour 13 comparable hotel properties experienced ana 3.7% increase of 0.1% in room rates and a 69181 basis point increasedecrease in occupancy compared to 2023.2024.
Food and Beverage Revenue. Food and beverage revenue decreased $4.1$1.7 million, or 2.2%,0.9%, to $181.3$179.5 million during 20242025 compared to 2023.2024. We experienced an aggregate decrease in food and beverage revenue of $4.7 million at sevenThe comparableRitz-Carlton hotelSt. propertiesThomas, asCameo wellBeverly asHills, Capital Hilton and Park Hyatt Beaver Creek Resort & Spa and a decrease of $6.6$11.3 million atdue to the sales of The Clancy, Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of approximately $7.2$14.3 million at Fournine Seasonscomparable Resorthotel Scottsdale, The Ritz-Carlton St. Thomas, The Notary Hotel, Sofitel Chicago Magnificent Mile, Marriott Seattle Waterfront, Capital Hilton, Hotel Yountville, and Pier House Resort & Spa.properties.
Other Hotel Revenue. Other hotel revenue, which consists mainly of condocondominium management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, increased $5.7 million,$694,000, or 6.4%,0.7%, to $94.8$95.5 million during 20242025 compared to 2023.2024. This increase is attributable to higher other hotel revenue of $9.6$7.5 million at 12eight comparable hotel properties. These increases were partially offset by a decrease of $3.0$4.9 million atdue to the sales of The Clancy, Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines as well asand an aggregate decrease of approximately $943,000$1.9 million at ThePark Ritz-CarltonHyatt ReserveBeaver DoradoCreek Beach,Resort The& Ritz-CarltonSpa, LakeCameo Tahoe,Beverly andHills, The Ritz-Carlton St. Thomas.Thomas, Four Seasons Resort Scottsdale and Hotel Yountville.
Rooms Expense. Rooms expense increaseddecreased $1.0$2.1 million, or 1.0%,2.0%, to $106.5$104.4 million in 20242025 compared to 2023.2024. This increasedecrease is attributable to an aggregate increasedecrease in rooms expense of $4.3$646,000 at Sofitel Chicago Magnificent Mile, Park Hyatt Beaver Creek Resort & Spa, Pier House Resort & Spa and The Notary Hotel and a decrease of $5.9 million atdue nineto comparablethe hotelsales properties.of The Clancy, Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These increasesdecreases were partially offset by an aggregate decreaseincrease of approximately $1.0$4.4 million at Thenine Ritz-Carltoncomparable St.hotel Thomas, Bardessono Hotel and Spa, Hotel Yountville, The Clancy, Park Hyatt Beaver Creek Resort & Spa and Cameo Beverly Hills, as well as a decrease of $2.3 million at Hilton La Jolla Torrey Pines.properties.
Food and Beverage Expense. Food and beverage expense increaseddecreased $1.4$4.1 million, or 0.9%,2.8%, to $145.9$141.8 million during 20242025 compared to 2023.2024. This increasedecrease is attributable to higherlower aggregate food and beverage expense of $6.3approximately $2.7 million at twelveseven comparable hotel properties.properties and a decrease of $7.0 million due to the sales of The Clancy, Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These increasesdecreases were partially offset by an aggregate decreaseincrease of approximately $1.5$5.6 million at The Ritz-Carlton Sarasota, The Ritz-Carlton Lake Tahoe, CameoThe BeverlyRitz-Carlton HillsReserve Dorado Beach, Capital Hilton, Pier House Resort & Spa and BardessonoThe HotelNotary and Spa, as well as a decrease of $3.5 million at Hilton La Jolla Torrey Pines.Hotel.
The increase in direct expenses is associated with higher direct expenses of approximately $1.8$1.6 million at nineThe comparableRitz-Carlton hotelSarasota, properties.Four TheseSeasons increasesResort wereScottsdale, The Ritz-Carlton Lake Tahoe, The Notary Hotel, The Ritz-Carlton Reserve Dorado Beach, Sofitel Chicago Magnificent Mile and Cameo Beverly Hills partially offset by lower direct expenses of $471,000approximately $400,000 at Thesix Ritz-Carltoncomparable Reservehotel Dorado Beach, Bardessono Hotelproperties and Spa,a Cameodecrease Beverlyof Hills,$759,000 due to the sales of The Clancy, TheMarriott NotarySeattle Hotel,Waterfront and Capital Hilton, as well as $402,000 at Hilton La Jolla Torrey Pines.
The decrease in indirect expenses is comprised of decreases in: (i) lease expense of $2.2 million comprising of a decrease of $1.9 million from the three disposed hotel properties and an aggregate decrease of $299,000 at our 13 comparable hotel properties; (ii) marketing costs of $1.4 million comprising an aggregate decrease of $3.5 million from the three disposed hotel properties partially offset by an increase of $2.1 million at our 13 comparable hotel properties; and (iii) incentive management fees of $280,000 including $507,000 from the three disposed hotel properties partially offset by an increase of $227,000 at our 13 comparable hotel properties. These decreases were partially offset by increases in: (i) general and administrative costs of $1.3 million comprising an aggregate increase of $5.4 million at our 13 comparable hotel properties partially offset by a decrease of $4.2 million from the three disposed hotel properties; (ii) repairs and maintenance of $230,000 comprising an aggregate increase of $1.6 million at our 13 comparable hotel properties partially offset by a decrease of $1.4 million from the three disposed hotel properties; and (iii) energy costs of $96,000 comprising an aggregate increase of $1.5 million at our 13 comparable hotel properties partially offset by a decrease of $1.4 million from the three disposed hotel properties.
The decrease in indirect expenses comprises decreases in: (i) incentive management fees of $1.9 million comprising an aggregate decrease of $1.8 million at our 15 comparable hotel properties and a decrease of $89,000 at the one disposed hotel property; (ii) lease expense of $2.3 million comprising of a decrease of $2.3 million at the one disposed hotel property partially offset by an aggregate increase of $8,000 at our 15 comparable hotel properties; (iii) energy costs of $907,000 comprising a decrease of $911,000 at the one disposed hotel property partially offset by an aggregate decrease of $4,000 at our 15 comparable hotel properties.
These decreases are partially offset by increases in: (i) general and administrative costs of $618,000 comprising an aggregate increase of $2.2 million at our 15 comparable hotel properties partially offset by a decrease of $1.6 million at the one disposed hotel property; (ii) repairs and maintenance of $1.1 million comprising an aggregate increase of $1.6 million at our 15 comparable hotel properties partially offset by a decrease of $516,000 at the one disposed hotel property; and (ii) marketing costs of $334,000 comprising an aggregate increase of $1.9 million at our 15 comparable hotel properties partially offset by a decrease of $1.6 million at the one disposed hotel property.
Management Fees. Base management fees increaseddecreased $239,000,$1.5 million, or 1.0%,6.4%, to $23.5$22.0 million in 20242025 compared to 2023.2024. Management fees increaseddecreased $1.4 million$852,000 at seveneight comparable hotel properties.properties and $1.2 million due to the sales of The Clancy, Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These increasesdecreases were partially offset by an aggregate decreaseincrease of $448,000$577,000 at Cameo Beverly Hills, The Ritz-Carlton Reserve Dorado Beach, TheFour Ritz-CarltonSeasons St.Resort Thomas, Bardessono Hotel and Spa,Scottsdale, The Clancy,Notary Hotel, Pier House Resort & Spa, Park Hyatt Beaver Creek Resort & Spa,Spa and Hotel Yountville, as well as a decrease of $685,000 at Hilton La Jolla Torrey Pines.Yountville.
Property Taxes, Insurance and Other. Property taxes, insurance and other increaseddecreased $3.9$8.3 million, or 10.0%,19.4%, to $42.5$34.3 million in 20242025 compared to 2023.2024. This increasedecrease is primarily attributable to ana increasedecrease of $4.1$4.9 million atdue to the Sofitelsales Chicagoof MagnificentThe MileClancy, relatedMarriott toSeattle aWaterfront propertyand taxHilton refundLa receivedJolla inTorrey 2023Pines and an aggregate increasedecrease of $2.7$3.7 million at 12nine comparable hotel properties. These increasesdecreases were partially offset by an aggregate decreaseincrease of approximately $620,000$392,000 at Four Seasons Resort Scottsdale and Park Hyatt Beaver Creek Resort & Spa, Capital Hilton, Pier House Resort & Spa and aFour decreaseSeasons ofResort $1.2 million at Hilton La Jolla Torrey Pines.Scottsdale.
Depreciation and Amortization. Depreciation and amortization increaseddecreased $5.5$6.2 million, or 5.9%,6.2%, to $98.7$92.6 million for 20242025 compared to 2023.2024. This increasedecrease of $9.1 million is compriseddue to the sales of The Clancy, Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and an aggregate increasedecrease of $11.6$6.3 million at tenThe comparableRitz-Carlton hotelSt. properties.Thomas, Capital Hilton, The Notary Hotel, Bardessono Hotel and Spa and Sofitel Chicago Magnificent Mile. These increasesdecreases were partially offset by an aggregate decreaseincrease of $4.3$9.3 million at Theeight Notarycomparable Hotel,hotel The Clancy, Pier House Resort & Spa, The Ritz-Carlton St. Thomas and Sofitel Chicago Magnificent Mile, primarily due to fully depreciated assets, as well as a decrease of $1.8 million at Hilton La Jolla Torrey Pines.properties.
Impairment Charges. We recorded an impairment charge of approximately $54.5 million in 2025 related to the reductions to the expected holding periods of the hotel properties. These charges include $30.3 million for the Sofitel Chicago Magnificent Mile, $15.6 million for Hotel Yountville and $8.7 million for Bardessono Hotel & Spa as the hotel properties’ net book values exceeded their estimated fair values. There were no impairment charges in 2024.
Advisory Services Fee. Advisory services fee decreased $602,000,$1.3 million, or 1.9%,4.3%, to $30.5$29.2 million in 20242025 compared to 20232024 due to lower equity-based compensation of $6.5$2.7 million and basea advisorylower incentive fee of $144,000,$1.3 million, partially offset by higher reimbursable expenses of $3.3$2.3 million and a higher incentivebase advisory fee of $2.7 million.$452,000.
In 2025, we recorded an advisory services fee of $29.2 million, which included a base advisory fee of $14.3 million, reimbursable expenses of $13.9 million, an incentive fee of $1.4 million and a credit to expense of $451,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
Corporate General and Administrative. Corporate general and administrative expense was $11.8 million in 2025 and consisted of $11.6 million in professional fees, $3.2 million of public company costs, $1.2 million related to Ashford Securities and $1.2 million in miscellaneous expenses. These expenses were partially offset by an expense reduction of $5.4 million from an insurance recovery for prior legal expenses.
In 2023, we recorded an advisory services fee of $31.1 million, which included a base advisory fee of $14.0 million, reimbursable expenses of $8.4 million and $8.8 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
Corporate General and Administrative. Corporate general and administrative expense was $14.4 million in 2024 comparedand to expenseconsisted of $13.5$8.9 million in 2023. The increase in corporate general and administrative expenses is primarily attributable to higher professional fees of $3.9 million andfees, $6.0 million of reimbursed legal costscosts, $2.3 million in 2024 as well as higher public company costscosts, ofand $69,000.$1.7 Thesemillion increases were partially offset by lowerin miscellaneous expensesexpenses. ofAdditionally, $299,000during and2024 lower reimbursed operating expenses of Ashford Securities of $8.9 million. The decrease in Ashford Securities reimbursed operations expensesthere was related to a revision to the estimated contribution amount associated with the Fourth Amended and Restated Contribution Agreement with Ashford Securities that resulted in a $4.5 million creditreduction to expense in 2024.expense.
Gain (loss) on disposition of assets and hotel property.properties. In 2024,2025, we recorded gains of approximately $82.8 million primarily related to the sales of Seattle Marriott Waterfront and The Clancy. In 2024 we recorded a gain of approximately $88.2 million primarily related to the sale of Hilton La Jolla Torrey Pines. There was no such gain (loss) recorded for 2023.
Equity in Earnings (Loss) of Unconsolidated Entity. There was a $56,000 loss in equity in earnings (loss) of unconsolidated entity in 2025 as a result of impairing the OpenKey note receivable in the fourth quarter of 2025. In 2024 and 2023, we recorded equity in loss of unconsolidated entity of $1.6 million and $253,000, respectively, related to our investment in OpenKey.OpenKey In 2024, equity in lossthat included an impairment charge to the OpenKey investment of $1.4 million. There was no such impairment recorded in 2023.
Other Income (Expense). Other expense was $1.6 million in 2025 due to a realized loss from the sale of Commercial Mortgage-Backed Securities (“CMBS”).
Interest Income. Interest income was $7.1$6.2 million and $6.4$7.1 million in 20242025 and 2023,2024, respectively. The increasedecrease in interest income in 20242025 was primarily attributable to higherlower averageinterest rates and lower excess cash balances in 2024 compared to 2023, as well as by interest income associated with a tranche of CMBS included in investment in securities.2024.
Other Income (Expense). In 2023, we recorded $293,000 of miscellaneous income.
Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs increaseddecreased $13.9$9.6 million, or 14.8%,8.9%, to $108.1$98.5 million for 20242025 compared to 2023.2024. The increasedecrease is primarily due to higherlower interest expense from higherlower average interest rates and lower average debt balances in 20242025 andpartially offset by higher amortization of loan costs of approximately $3.0$3.8 million in 20242025 compared to 2023. The average SOFR rates for 2024 and 2023 were 5.15% and 4.91%, respectively.2024.
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $1.8 million in 2025 related to various loan refinances and modifications. Write-off of loan costs and exit fees was $6.1 million in 2024 related to various loan refinances and modifications. Write-off of loan costs and exit fees was $3.5 million in 2023 related to related to various loan modifications.
Gain (loss) on Extinguishment of Debt. In 2025, we recognized a loss on extinguishment of debt of $2.7 million from the write-off of deferred loan costs resulting from the paydown on the mortgage loan partially secured by The Clancy and Marriott Seattle Waterfront in conjunction with the sale of the properties. In 2024 we recognized a loss of $22,000 attributable to the discount associated with the Cameo Beverly Hills mortgage loan that was repaid on April 9, 2024.
Gain (loss) on Extinguishment of Debt. In 2024, we recognized a loss of $22,000 attributable to the discount associated with the Cameo Beverly Hills mortgage loan that was repaid on April 9, 2024. Gain on extinguishment of debt was $2.3 million in 2023 due to the payoff of The Ritz-Carlton Reserve Dorado Beach mortgage loan. The gain was primarily attributable to the premium that was recorded upon the assumption of the mortgage loan when the hotel was acquired.
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain on derivatives of $585,000 for 2024 consisted of an unrealized gain on warrants of $12,000 and a realized gain of $4.7 million associated with payments received from counterparties on in-the-money interest rate caps, partially offset by an unrealized loss on interest rate caps of approximately $4.1 million.
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized loss on derivatives of $663,000$355,000 for 20232025 consisted of an unrealized loss on interest rate caps of approximately $8.7 million,$971,000, partially offset by an unrealized gain on warrants of $272,000 and a realized gain of $7.8 million$616,000 associated with payments received from counterparties on in-the-money interest rate caps.
Realized and unrealized gain on derivatives of $585,000 for 2024 primarily consisted of an unrealized gain on warrants of $12,000 and a realized gain of $4.7 million associated with payments received from counterparties on in-the-money interest rate caps, partially offset by an unrealized loss on interest rate caps of approximately $4.1 million.
Income Tax (Expense) Benefit. Income tax expense decreasedincreased $1.8$1.1 million, from $2.7$842,000 in 2024 to $2.0 million in 20232025. toThe $842,000increase in 2024.tax Thisexpense decrease wasis primarily due to aan decreaseincrease in the taxabledeferred incometax liabilities of certain of our TRStaxable entities in 2024 compared to 2023.entities.
(Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities. Our noncontrolling interest partnerpartners in consolidated entities waswere allocated a loss of $325,000 and income of $25.9 million and $1.6 million in 20242025 and 2023,2024, respectively. The allocated income for 2024 includes our partner’s share of gain on the sale of the Hilton La Jolla Torrey Pines. AtFor 2025, noncontrolling interest in consolidated entities represented a 25% ownership interest in one hotel property held by one entity through November 2025 when the Company purchased the remaining ownership interest and a 25% ownership interest in a JV. As of December 31, 2024, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity. At December 31, 2023, noncontrolling interest in consolidated entities represented an ownership interest of 25% in two hotel properties held by one entity.
Our hotel properties will require periodic capital expenditures and renovationrenovations to remain competitive. In addition, acquisitions, redevelopments or expansions of hotel properties may require significant capital outlays. We may not be able to fund such capital improvements solely from net cash provided by operations because we must distribute annually at least 90% of our REIT taxable income, determined without regard to the deductions for dividends paid and excluding net capital gains, to qualify and maintain our qualification as a REIT, and we are subject to tax on any retained income and gains. As a result, our ability to fund capital expenditures, acquisitions or hotel redevelopment through retained earnings is very limited. Consequently, we expect to rely heavily upon the availability of debt or equity capital for these purposes. If we are unable to obtain the necessary capital on favorable terms, or at all, our financial condition, liquidity, results of operations and prospects could be materially and adversely affected.
What changed in the latest 10-Q
Risk Factors
New heading “The pending hotel sale transactions necessary to fund the termination of the Advisory Agreement may not close, or may be delayed or enjoined, which could prevent or delay our planned transition to self-management and result in material harm to the Company.”
Largest changes
“The pending hotel sale transactions necessary to fund the termination of the Advisory Agreement may not close, or may be delayed or enjoined, which could prevent or delay our planned transition to self-management and result in material harm to the Company.”see in full comparison
“In addition, one or more third parties, including shareholders or other stakeholders who oppose the pending asset sale transactions or the terms of the Advisory Agreement’s termination, may seek to enjoin, delay, or otherwise challenge the pending hotel sale transactions or the termination of the Advisory Agreement through litigation or other legal proceedings. 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. …”see in full comparison
“On June 12, 2026, we announced our intention to terminate the Fifth Amended and Restated Advisory Agreement (the “Advisory Agreement”) with Ashford Inc. and its affiliates (“Ashford”) and transition to a self-managed real estate investment trust. Our planned transition to self-management depends on our ability to close asset sale transactions, the net proceeds of which are required to satisfy the Company Sale Fee and Master Agreement Termination Fee payable to Ashford under the Advisory Agreement upon its termination. …”see in full comparison
“There can be no assurance that any pending or contemplated hotel sale transaction will close on the terms announced, or at all. Hotel sale transactions are subject to numerous conditions and risks beyond our control, including the ability of prospective buyers to obtain financing, the satisfaction of customary closing conditions, the receipt of required third-party consents and regulatory approvals, and other factors affecting real estate markets generally. …”see in full comparison
“If we are unable to terminate the Advisory Agreement as planned, or if there is a material delay in doing so, we would continue to incur advisory fees and related costs payable to Ashford under the Advisory Agreement, the anticipated reduction in general and administrative costs of more than $25 million annually would not be realized, and the other expected benefits of self-management — including the reconstitution of our Board of Directors with new independent directors and improved shareholder alignment — would be delayed or not achieved. …”see in full comparison
The discussion of our business and operations should be read together with the risk factors contained in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner.see in full comparisonAsInof March 31, 2026, there have been no material changesaddition to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31,2025.2025, the following risk factor should be carefully considered in evaluating us and our business.
Full comparison: every changed paragraph (6)
The discussion of our business and operations should be read together with the risk factors contained in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. AsIn of March 31, 2026, there have been no material changesaddition to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.2025, the following risk factor should be carefully considered in evaluating us and our business.
The pending hotel sale transactions necessary to fund the termination of the Advisory Agreement may not close, or may be delayed or enjoined, which could prevent or delay our planned transition to self-management and result in material harm to the Company.
On June 12, 2026, we announced our intention to terminate the Fifth Amended and Restated Advisory Agreement (the “Advisory Agreement”) with Ashford Inc. and its affiliates (“Ashford”) and transition to a self-managed real estate investment trust. Our planned transition to self-management depends on our ability to close asset sale transactions, the net proceeds of which are required to satisfy the Company Sale Fee and Master Agreement Termination Fee payable to Ashford under the Advisory Agreement upon its termination. On July 14, 2026, we 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, upon which the Company Sale Fee was triggered and $173.0 million of net sale proceeds were paid to Ashford to pay down a portion of the Company Sale Fee. We have also entered into a definitive agreement to sell the Pier House Resort & Spa for a purchase price of $190 million in cash, and may enter into agreements for the sale of additional hotel properties, to satisfy our remaining obligations to Ashford associated with the termination of the Advisory Agreement. We do not intend to sell all or substantially all of our assets, only the approximate number necessary to satisfy our obligation to pay the Company Sale Fee and Master Agreement Termination Fee after working capital needs and other reserves.
There can be no assurance that any pending or contemplated hotel sale transaction will close on the terms announced, or at all. Hotel sale transactions are subject to numerous conditions and risks beyond our control, including the ability of prospective buyers to obtain financing, the satisfaction of customary closing conditions, the receipt of required third-party consents and regulatory approvals, and other factors affecting real estate markets generally. If a pending sale transaction fails to close, or if net sale proceeds are materially less than anticipated, we may be unable to satisfy our remaining financial obligations to Ashford upon termination of the Advisory Agreement, which could prevent or materially delay our planned transition to self-management.
In addition, one or more third parties, including shareholders or other stakeholders who oppose the pending asset sale transactions or the terms of the Advisory Agreement’s termination, may seek to enjoin, delay, or otherwise challenge the pending hotel sale transactions or the termination of the Advisory Agreement through litigation or other legal proceedings. 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 such litigation will not be commenced or, if commenced, that it will be resolved quickly or in our favor. A temporary restraining order, preliminary injunction, or other form of equitable relief could prevent or delay the closing of one or more pending hotel sale transactions, increase our legal costs and management distraction, create uncertainty that adversely affects our business and the market price of our securities, and cause us to be unable to complete our planned transition to a self-managed REIT in the anticipated timeframe, or at all.
If we are unable to terminate the Advisory Agreement as planned, or if there is a material delay in doing so, we would continue to incur advisory fees and related costs payable to Ashford under the Advisory Agreement, the anticipated reduction in general and administrative costs of more than $25 million annually would not be realized, and the other expected benefits of self-management — including the reconstitution of our Board of Directors with new independent directors and improved shareholder alignment — would be delayed or not achieved. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations, and the market price of our common stock and preferred stock.
Management's Discussion & Analysis (MD&A)
New heading “Benefits for Shareholders”
New heading “Transition to Self-Managed REIT”
New heading “Board Refreshment and Corporate Governance Enhancements”
New heading “Governance Reforms”
New heading “Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”
New heading “Debt Transactions”
Removed heading “Potential Strategic Transaction”
Largest changes
“Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”see in full comparison
“As previously disclosed, our board of directors is exploring potential strategic alternatives, including a potential sale of the Company or one or more potential transactions involving the sale of individual assets. However, there can be no assurance that the strategic process will result in a transaction of any kind. …”see in full comparison
“On March 31, 2026, the Advisor delivered written notice to the Company of the Advisor’s election to extend the term of our advisory agreement (the “Extension Notice”). Pursuant to Section 12.2 of our advisory agreement, the Advisor exercised its right to extend the agreement for an additional ten-year term, commencing on January 24, 2027 and expiring on January 24, 2037. …”see in full comparison
Full comparison: every changed paragraph (142)
We operate in the direct hotel investment segment of the hotel lodging industry. As of MarchJune 31,30, 2026, we owned interests in 1312 hotel properties in sixfive states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 3,0282,831 total rooms. The hotel properties in our current portfolio are predominantly located in U.S. urban markets and resort locations with favorable growth characteristics resulting from multiple demand generators.
We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. As of MarchJune 31,30, 2026, Remington Hospitality, a subsidiary of Ashford Inc., managed five of our 1312 hotel properties. Third-party management companies managed the remaining hotel properties.
Mr. Monty J. Bennett, chairman of our board of directors and chairman and chief executive officer of Ashford Inc. and his father, Mr. Archie Bennett, Jr. (together, the “Bennetts”), as of MarchJune 31,30, 2026, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 809,937810,123 shares of Ashford Inc. common stock, which represented an approximate 52.5% ownership interest in Ashford Inc., and owned 18,758,60018,777,914 shares of Ashford Inc. Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,656,3374,745,833 shares of Ashford Inc. common stock, which if converted as of MarchJune 31,30, 2026, would have increased the Bennetts’ ownership interest in Ashford Inc. to 88.2%.88.4%. The 18,758,60018,777,914 shares of Series D Convertible Preferred Stock owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. include 360,000 shares owned by trusts. Additionally, Mr. Monty J. Bennett acquired the right to direct votes, effective March 25, 2025, and as of MarchJune 31,30, 2026, those rights represented approximately 534,000 common shares.
As of MarchJune 31,30, 2026, Mr. Monty J. Bennett and Mr. Archie Bennett, Jr., together owned approximately 2,472,808 shares of our common stock (including common units, LTIP and performance LTIP units), which represented an approximate 3.4% ownership in the Company.
On February 20, 2026, our board of directors, in consultation with counsel, in compliance with Article II, Section 12 of the Company’s bylaws, voted unanimously (with Mr. Ghassemieh recused) to determine that Mr. Ghassemieh was in breach of the cooperation agreement entered into on August 25, 2025 between the Company, Ashford Trust, Ashford Inc. and Mr. Ghassemieh (the “Ghassemieh Agreement”). Accordingly, pursuant to Section 4(a)(ii) of the Ghassemieh Agreement, Mr. Ghassemieh’s irrevocable resignation letter executed by Mr. Ghassemieh in connection with the Ghassemieh Agreement became effective on February 20, 2026.
On March 5, 2026, Ashford Inc. and Ashford LLC agreed with Deric Eubanks, the Chief Financial Officer of Ashford Inc., and Ashford LLC that, effective March 31, 2026 (the “Termination Date”), Mr. Eubanks would terminate employment with and service to Ashford Inc., Ashford LLC and their affiliates. Mr. Eubanks was also the Chief Financial Officer of the Company and Ashford Trust and accordingly his service as Chief Financial Officer of each of the Company and Ashford Trust ended effective as of the Termination Date. Effective on the Termination Date, Justin Coe, the Company’s current Chief Accounting Officer and principal accounting officer, assumed the role of principal financial officer of the Company.
On March 31, 2026, the Advisor delivered written notice to the Company of the Advisor’s election to extend the term of our advisory agreement (the “Extension Notice”). Pursuant to Section 12.2 of our advisory agreement, the Advisor exercised its right to extend the agreement for an additional ten-year term, commencing on January 24, 2027 and expiring on January 24, 2037. All terms, conditions, rights and obligations under our advisory agreement will remain in full force and effect during the extended term, subject to Section 6.6 of our advisory agreement that provides the parties to our advisory agreement the right to renegotiate the amount of the Base Fee or Incentive Fee (as such terms are defined in our advisory agreement) payable by the Company.
On April 23, 2026, the Company announced that its board of directors declared and set aside the April 2026 portion of the second quarter 2026 dividends for its Series B Convertible Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series M Preferred Stock.
On AprilMay 27,26, 2026, the Company entered into an Agreement of Purchase and Sale (the “Agreement”) forsold the sale of Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado for $176 million in cash, subject to customary pro-rations and adjustments. TheAdditionally, agreementthe includedCompany arepaid $6.5the $70.5 million nonrefundablemortgage deposit.loan Thethat salewas issecured scheduled to close inby the secondhotel quarter of 2026, subject to customary closing conditions.property.
On June 12, 2026, the Company announced a series of actions designed to simplify its corporate structure, reduce costs, enhance governance and position the Company for long-term profitability and value creation. Following the conclusion of a lengthy strategic review process, and upon the recommendation of a Special Committee comprised solely of independent directors (the “Special Committee”), the BHR Board of Directors (the “Board”) has approved a management spin-out, which will enable Braemar to become a self-managed real estate investment trust (REIT). These actions include the initiation of steps to terminate the Fifth Amended and Restated Advisory Agreement (the “Advisory Agreement”) with Ashford Inc. and its affiliates (“Ashford”), hire employees directly, and reconstitute the Company’s Board.
Benefits for Shareholders
•A focused business generating significant revenue: On a go-forward basis, the Company intends to maintain a portfolio of approximately six to eight luxury properties across the U.S. and the Caribbean, which had a gross asset value of over $1 billion and generated total annual revenue of $300 to $350 million as of the trailing twelve months ending March 31, 2026.
•Long-term cost savings: The Company intends to directly hire employees and relocate to new office space, headquartered in Dallas. By directly employing its own management team, Braemar expects to reduce G&A costs by more than $25 million per year. Based on prevailing industry EBITDA multiples, ranging from 11-13x, these savings imply significant potential equity value accretion.
•Board and management fully aligned with shareholders’ best interests: The in-house management structure and a new Board are designed to improve shareholder alignment. The Company has retained Ferguson Partners, an independent executive search firm, to identify five new independent Board members. The new Board members will be appointed to the Board, with the existing directors simultaneously stepping down, at the termination of the Advisory Agreement and will also be nominated for election at the Company’s next annual meeting.
•No disruption to management team: Certain members of the management team currently employed by Ashford will become employees of Braemar, who will work exclusively for the Company and have no ongoing relationship with Ashford or its affiliates.
The Special Committee and the entire Board has worked tirelessly to exhaust all available options to maximize shareholder value. While initially a sale of the Company was explored, the Special Committee ultimately concluded that there was a superior value creation available by terminating the Advisory Agreement, spinning out management, and remaining publicly listed. While the directors have agreed to formally resign their positions, they remain devoted to the future success of the Company.
Transition to Self-Managed REIT
As part of the transition, Braemar will terminate the Advisory Agreement and all other material legacy contractual arrangements with Ashford and its affiliates. Following the termination, management, including Mr. Richard Stockton, will be employed directly by Braemar. This new structure is expected to reduce Braemar’s general and administrative costs by more than $25 million annually. Furthermore, by canceling the Ashford Master Agreements, the Company will be free to utilize any third-party company to provide property management, project management or other services at the Company’s hotels.
The new self-management structure was recommended by the Special Committee and approved by the independent members of the full Board.
Board Refreshment and Corporate Governance Enhancements
Five new independent directors will be identified and added to the Board. Concurrent with these appointments, all existing directors (including the Chairman, Mr. Monty Bennett), except for Mr. Richard Stockton, have agreed to step down from the Board to make way for the new directors. The reconstituted Board will have an independent Chairman.
The Company has retained Ferguson Partners to assist in the search for new directors, with a focus on ensuring that they collectively possess the right mix of skills and experience to oversee the Company and shape its future strategy. No individuals will be appointed who have existing or prior relationships with Ashford, its Chairman and Chief Executive Officer, Monty J. Bennett, or Archie Bennett Jr.
Governance Reforms
The Company is also taking steps to implement best-practice corporate governance reforms to better align the Company with the best interests of all shareholders, including a thorough review and revision of the Company’s Bylaws, Corporate Governance Guidelines, Code of Ethics and Board Committee Charters.
Additionally, Braemar will terminate its contractual relationships with Premier Project Management LLC and Remington Lodging & Hospitality, LLC, both of which are subsidiaries of Ashford Inc. Certain immaterial, short-term contracts will be retained with Inspire, Pure and RED Hospitality to avoid disrupting existing hotel operations.
The Company Sale Fee will be triggered under the Advisory Agreement with Ashford upon the closing of previously announced asset sales. Net sale proceeds from future asset sales, after working capital needs and other reserves, will be transferred to Ashford to pay down a portion or all of the Company Sale Fee.
The Company does not intend to sell all or substantially all of its assets, only the approximate number necessary to satisfy the Company’s obligation to pay the Company Sale Fee and Master Agreement Termination Fee.
On June 25, 2026 the Company extended its $43.4 million mortgage loan secured by The Ritz-Carlton Lake Tahoe. The loan had an initial maturity date of July 15, 2026 and now has a maturity date of October 15, 2026. An additional three-month maturity extension is also available at the Company’s discretion on the same terms.
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.
Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025
The following table summarizes changes in key line items from our condensed consolidated statements of operations for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands except percentages):
All hotel properties owned for the three months ended MarchJune 31,30, 2026 and 2025 have been included in our results of operations during the respective periods in which they were owned. Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the three months ended MarchJune 31,30, 2026 and 2025. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following dispositions affect reporting comparability related to our condensed consolidated financial statements:
The following table illustrates the key performance indicators of all hotel properties that were included in our results of operations during the three months ended MarchJune 31,30, 2026 and 2025:
The following table illustrates the key performance indicators of the 13 comparable12 hotel properties that were owned for the full three months ended MarchJune 31,30, 2026 and 2025:
Net Income (Loss) Attributable to the Company. Net income (loss) attributable to the Company increasedchanged $6.7$12.5 millionmillion, from $11.0a net loss of $5.5 million for the three months ended MarchJune 31,30, 2025 (the “2025 quarter”) to $17.7net income of $7.0 million for the three months ended MarchJune 31,30, 2026 (the “2026 quarter”), as a result of the factors discussed below.
Rooms Revenue. Rooms revenue decreased $7.3$7.6 millionmillion, or 7.0%, to $128.8$102.2 million during the 2026 quarter compared to the 2025 quarter primarily due to the sales of Marriott Seattle Waterfront in August 2025 and2025, The Clancy in November 2025.2025 and the Park Hyatt Beaver Creek Resort & Spa in May 2026. During the 2026 quarter, our 1312 comparable hotel properties experienced a 5.8%49 basis point decrease in occupancy and a 12.9% increase in room rates while occupancy was flat compared to the 2025 quarter.rates.
(1)This hotel was under renovation during the 2025 quarter.
Food and Beverage Revenue. Food and beverage revenue increased $554,000, or 1.1%, to $52.3 million during the 2026 quarter compared to the 2025 quarter. We experienced an aggregate increase in food and beverage revenue of approximately $3.3 million at ten comparable hotel properties. This increase was partially offset by an aggregate decrease of $885,000 at The Notary Hotel, The Ritz-Carlton Lake Tahoe and Four Seasons Resort Scottsdale and a decrease of $1.9 million due to the sales of The Clancy and Marriott Seattle Waterfront.
Other Hotel Revenue. Other hotel revenue, which consists mainly of condominium management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, decreased $100,000, or 0.4%, to $27.8 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to an aggregate decrease of approximately $587,000 at the Capital Hilton, Sofitel Chicago Magnificent Mile and Cameo Beverly Hills as well as a decrease of $1.4 million due to the sales of The Clancy and Marriott Seattle Waterfront. These decreases were partially offset by higher other hotel revenue of $1.9 million at ten comparable hotel properties.
Rooms Expense. Rooms expense decreased $3.3 million, or 11.8%, to $24.9 million in the 2026 quarter compared to the 2025 quarter. This decrease is attributable to an aggregate decrease in rooms expense of $462,000 at Capital Hilton, Pier House Resort & Spa, Park Hyatt Beaver Creek Resort & Spa and The Ritz-Carlton Lake Tahoe and a decrease of $4.0 million due to the sales of The Clancy and Marriott Seattle Waterfront. These decreases were partially offset by an aggregate increase of $1.1 million at nine comparable hotel properties.
Food and Beverage Expense.Revenue. Food and beverage expenserevenue decreased $1.3 million,$249,000, or 3.2%,0.5%, to $38.9$45.3 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to loweran aggregate food and beverage expensedecrease of approximately$3.2 $533,000million at theSofitel PierChicago HouseMagnificent ResortMile, &Hotel Spa,Yountville, The Ritz-Carlton Lake Tahoe, Bardessono Hotel and Spa and TheFour Ritz-CarltonSeasons LakeResort TahoeScottsdale and a decrease of $2.2$2.9 million due to the sales of Marriott Seattle Waterfront, The Clancy and MarriottPark SeattleHyatt Waterfront.Beaver Creek Resort & Spa. These decreases were partially offset by an aggregate increase of approximately $1.5$5.8 million at tenseven comparable hotel properties.
Other Operating Expenses. Other operating expenses decreased $498,000, or 0.8%, to $59.9 million in the 2026 quarter compared to the 2025 quarter. Other operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
We experienced an increase of $552,000 in direct expenses and a decrease of $1.1 million in indirect expenses and incentive management fees in the 2026 quarter compared to the 2025 quarter. Direct expenses were 4.8% of total hotel revenue in the 2026 quarter and 4.4% in the 2025 quarter.
The increase in direct expenses is associated with higher direct expenses of $684,000 at our 13 comparable hotel properties partially offset by a decrease of $132,000 due to the sales of The Clancy and Marriott Seattle Waterfront.
The decrease in indirect expenses is comprised of decreases in: (i) general and administrative costs of $786,000 comprising a decrease of $2.0 million from the two disposed hotel properties partially offset by an aggregate increase of $1.2 million at our 13 comparable hotel properties; (ii) marketing costs of $748,000 comprising an aggregate decrease of $1.2 million from the two disposed hotel properties partially offset by an increase of $497,000 at our 13 comparable hotel properties; and (iii) repairs and maintenance of $986,000 comprising an aggregate decrease of $117,000 at our 13 comparable hotel properties and a decrease of $869,000 from the two disposed hotel properties. These decreases were partially offset by increases in: (i) incentive management fees of $913,000 at our 13 comparable hotel properties; and (ii) energy costs of $570,000 comprising an aggregate increase of $984,000 at our 13 comparable hotel properties partially offset by a decrease of $414,000 from the two disposed hotel properties.
Management Fees. Base management fees decreased $716,000, or 10.4%, to $6.2 million in the 2026 quarter compared to the 2025 quarter. Management fees decreased $754,000 due to the sales of The Clancy and Marriott Seattle Waterfront, and decreases of $233,000 at The Ritz-Carlton Sarasota, Cameo Beverly Hills, Capital Hilton and Park Hyatt Beaver Creek Resort & Spa. These decreases were partially offset by an aggregate increase of $271,000 at nine comparable hotel properties.
Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $5.8 million, or 55.5%, to $4.7 million in the 2026 quarter compared to the 2025 quarter. This decrease is primarily attributable to a decrease of $1.6 million due to the sales of The Clancy and Marriott Seattle Waterfront and an aggregate decrease of $4.2 million at our 13 comparable hotel properties, primarily attributable to a favorable property tax assessment at the Sofitel Chicago Magnificent Mile.
DepreciationOther Hotel Revenue. Other hotel revenue, which consists mainly of condo management fees, health center fees, resort fees, golf, telecommunications, parking and Amortization. Depreciation and amortizationrentals, decreased $816,000,$161,000, or 3.5%,0.7%, to $22.6$23.5 million forduring the 2026 quarter compared to the 2025 quarter. This decrease is attributable to a decrease of $2.5 million due to lower depreciation of $3.4 million from the sales of Marriott Seattle Waterfront, The Clancy and MarriottPark SeattleHyatt WaterfrontBeaver Creek Resort & Spa and an aggregate decrease of $324,000$217,000 at Capital Hilton, Sofitel Chicago Magnificent MileMile, The Ritz-Carlton Lake Tahoe and PierCameo HouseBeverly Resort & Spa. These decreases wereHills, partially offset by an aggregate increase of $2.9$2.5 million at teneight comparable hotel properties.
Rooms Expense. Rooms expense decreased $3.1 million, or 11.2%, to $24.2 million in the 2026 quarter compared to the 2025 quarter. This decrease is primarily attributable to an aggregate decrease of $5.0 million due to the sales of Marriott Seattle Waterfront, The Clancy and Park Hyatt Beaver Creek Resort & Spa and an aggregate decrease of $208,000 at Capital Hilton, Bardessono Hotel and Spa, The Ritz-Carlton Lake Tahoe and Four Seasons Resort Scottsdale. These decreases are partially offset by an aggregate increase of $2.1 million at eight comparable hotel properties.
Food and Beverage Expense. Food and beverage expense decreased $870,000, or 2.4%, to $34.9 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to an aggregate decrease of $802,000 at Sofitel Chicago Magnificent Mile, Pier House Resort & Spa, The Ritz-Carlton Lake Tahoe and Four Seasons Resort Scottsdale and a decrease of $3.2 million from the three disposed hotel properties, partially offset by an aggregate increase of $3.1 million at eight comparable hotel properties.
Other Operating Expenses. Other operating expenses decreased $3.5 million, or 6.2%, to $52.9 million in the 2026 quarter compared to the 2025 quarter. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
We experienced a decrease of $3.3 million in indirect expenses and incentive management fees and a decrease of $222,000 in direct expenses in the 2026 quarter as compared to the 2025 quarter. Direct expenses were 4.7% of total hotel revenue in the 2026 quarter and 4.6% in the 2025 quarter.
The decrease in direct expenses is associated with lower direct expenses of $565,000 due to the sales of Marriott Seattle Waterfront, The Clancy and Park Hyatt Beaver Creek Resort & Spa partially offset by higher direct expenses of $343,000 at our 12 comparable hotel properties.
The decrease in indirect expenses comprises decreases in: (i) general and administrative costs of $2.2 million comprising an aggregate decrease of $3.0 million from the three disposed hotel properties, partially offset by an aggregate increase of $874,000 at our 12 comparable hotel properties; (ii) marketing costs of $1.4 million comprising a decrease of $1.9 million from the three disposed hotel properties partially offset by an aggregate increase of $510,000 at our 12 comparable hotel properties; (iii) repairs and maintenance of $974,000 comprising a decrease of $1.1 million from the three disposed hotel properties partially offset by an aggregate increase of $121,000 at our 12 comparable hotel properties; and (iv) energy costs of $220,000 comprising a decrease of $582,000 from the three disposed hotel properties partially offset by an aggregate increase of $362,000 at our 12 comparable hotel properties. These increases were partially offset by increases in incentive management fees of $1.4 million comprising an aggregate increase of $1.2 million at our 12 comparable hotel properties and an increase of $253,000 from the three disposed hotel properties.
Management Fees. Base management fees decreased $403,000, or 7.3%, to $5.1 million in the 2026 quarter compared to the 2025 quarter. Base management fees decreased $131,000 at The Ritz-Carlton Lake Tahoe and Four Seasons Resort Scottsdale and $932,000 from the three disposed hotel properties. These decreases were partially offset by an aggregate increase of $659,000 at ten comparable hotel properties.
Advisory Services Fee. Advisory services fee increased $793,000, or 12.0%, to $7.4 million in the 2026 quarter compared to the 2025 quarter due to higher reimbursable expenses of $635,000, higher base advisory fee of $192,000 and higher equity-based compensation of $48,000, partially offset by a lower incentive fee of $82,000.
In the 2026 quarter, we recorded an advisory services fee of $7.4 million, which included a base advisory fee of $3.8 million and reimbursable expenses of $3.6 million.
In the 2025 quarter, we recorded an advisory services fee of $6.6 million, which included a base advisory fee of $3.6 million, reimbursable expenses of $3.0 million, an incentive fee of $82,000 and a credit to expense of $48,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
BHR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding BHR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 706,500 | $1.5M | 0.0% | Reduced 3% |
| D. E. Shaw & Co. | 2026-06-30 | 424,312 | $916.5K | 0.0% | Added 76% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 272,781 | $589.2K | 0.0% | Added 39% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 205,010 | $442.8K | 0.0% | Added 26% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 117,606 | $254.0K | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 10,983 | $23.7K | 0.0% | Reduced 4% |