bhr-20260526

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 26, 2026

BRAEMAR HOTELS & RESORTS INC.

(Exact name of registrant as specified in its charter)

Maryland

001-35972

46-2488594

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS employer identification number)

14185 Dallas Parkway

Suite 1200

Dallas

Texas

75254

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BHR

New York Stock Exchange

Preferred Stock, Series B

BHR-PB

New York Stock Exchange

Preferred Stock, Series D

BHR-PD

New York Stock Exchange

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.

In conjunction with the sale, the Company repaid the $70.5 million mortgage loan secured by the Hotel and retained approximately $104.5 million of net proceeds after payment of transaction costs and the release of operating cash held at the Hotel.

ITEM 7.01 REGULATION FD DISCLOSURE.

On June 1, 2026, the Company issued a press release announcing the closing of the sale of the Hotel. Additionally, the Company announced the repayment of its 4.50% Convertible Senior Notes due 2026, together with all accrued and unpaid interest thereon. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 8.01 OTHER EVENTS.

On June 1, 2026, the Company repaid in full, at scheduled maturity, the outstanding principal amount of approximately $86.25 million of its 4.50% Convertible Senior Notes due 2026 (the “Notes”), together with all accrued and unpaid interest thereon. The Notes were issued pursuant to the Indenture, dated as of May 18, 2021 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Following such repayment, all of the Company’s obligations under the Notes and the Indenture have been satisfied and discharged in accordance with their terms, and the Indenture has been terminated.

The Company funded the repayment of the Notes with proceeds from the disposition of the Hotel.

As previously disclosed, on December 22, 2025, the Company and Braemar Hospitality Limited Partnership, the operating subsidiary of the Company (“Braemar OP”), entered into an Amendment (the “Amendment”) to the letter agreement, dated as of August 26, 2025 (the “Letter Agreement”), by and among the Company, Braemar OP, Ashford Inc. and Ashford Hospitality Advisors LLC (together with Ashford Inc., the “Advisor”). The Advisor serves as the external advisor to the Company and Braemar OP.

As previously disclosed, the Letter Agreement was entered into with respect to that certain Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018, by and among the Company, Braemar OP, Braemar TRS Corporation and the Advisor (as amended, the “Advisory Agreement”), in connection with the Company’s exploration of a potential sale of the Company.

The Amendment was entered into in order to eliminate unintended ambiguity regarding the circumstances under which the aforementioned termination fees become due and payable to the Advisor 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 are applied.

The sale of the Hotel, taken together with the sale of other properties during the applicable twelve-month and thirty-six-month lookback periods, does not, the Company believes, exceed the threshold that constitutes a Change of Control under the Advisory Agreement.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information for the Company as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

(d) Exhibits

Exhibit Number Description

10.1 Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018, among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Hospitality Advisors LLC and Ashford Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 23, 2018) (File No. 001-35972).

10.2 Letter Agreement, dated August 26, 2025, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Ashford Inc. and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on August 26, 2025) (File No. 001-35972).

10.3 Amendment to Letter Agreement, dated December 22, 2025, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Ashford Inc. and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on December 23 , 2025) (File No. 001-35972).

99.1** Press Release of the Company, dated June 1, 2026

99.2* Unaudited Pro Forma Financial Information of Braemar Hotels & Resorts Inc.

101 Inline Interactive Data Files

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

___________________________________

*Filed herewith.

**Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BRAEMAR HOTELS & RESORTS INC.

Dated: June 1, 2026	By:	/s/ Justin Coe
		Justin Coe
		Chief Accounting Officer

EXHIBIT 99.1

NEWS RELEASE


Contact:	Justin Coe	Allison Beach	Joseph Calabrese
	Chief Accounting Officer	Media Contact	Financial Relations Board
	972-778-9795	[email protected]	212- 827-3772

BRAEMAR HOTELS & RESORTS ANNOUNCES CLOSING ON SALE OF PARK HYATT BEAVER CREEK RESORT & SPA

DALLAS, June 1, 2026 – Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”) announced today that it has closed on the previously announced sale of the 193-room Park Hyatt Beaver Creek Resort & Spa for $176 million ($912,000 per key). The sale price represents a 4.6% capitalization rate on net operating income for the trailing 12 months ended March 2026.

“The sale of Park Hyatt Beaver Creek was a fantastic outcome for the Company and our shareholders,” said Richard J. Stockton, President and Chief Executive Officer. “Acquired in 2017 for $145.5 million, this asset was a key representation of Braemar's strategy of owning high-quality luxury properties in attractive locations. Over our nine-year hold, we generated strong cash flow and meaningfully grew the value, ultimately selling for $176 million and delivering a compelling return for our investors. The transaction also eliminates a near-term debt maturity and generates substantial net proceeds after repayment, further strengthening our balance sheet as we advance our strategic alternatives process.”

In conjunction with the sale, the Company repaid the $70.5 million mortgage loan secured by the property and retained approximately $104.5 million of net proceeds after payment of transfer taxes, transaction costs, and the release of operating cash held at the property. The Company used a portion of the net proceeds to repay in full its 4.50% Convertible Senior Notes on June 1, 2026.

This property sale, taken together with the sale of other properties during the applicable twelve-month and thirty-six-month lookback periods, does not, the Company believes, exceed the threshold that constitutes a Change of Control under the advisory agreement, as amended, with Ashford Inc.

About Braemar Hotels & Resorts

Braemar Hotels & Resorts Inc. (NYSE: BHR) is a real estate investment trust (REIT) focused on the high-growth luxury hotel and resort sector. The Company targets high-performance luxury urban and resort properties, specializing in assets that generate revenue per available room (RevPAR) at least twice the U.S. national average. Its industry-leading portfolio features luxury properties across the United States and the U.S. territories in the Caribbean. Externally advised by Ashford Hospitality Advisors LLC, Braemar leverages deep industry expertise and disciplined asset management to drive outsized performance.


Braemar Hotels & Resorts Inc.
Park Hyatt Beaver Creek Resort & Spa
Reconciliation of Hotel Net Income (Loss) to Hotel EBITDA and Hotel Net Operating Income
(unaudited, in millions)

	12 Months Ended
	March 31, 2026
Net income (loss)	$	(3.0)

Interest expense	5.0

Depreciation and amortization	7.8


Hotel EBITDA	$	9.8
Capital reserve	(1.8)


Hotel Net Operating Income	$	8.0

_________

All information in this table is based upon unaudited operating financial data for the twelve month period ended March 31, 2026. This data has not been audited or reviewed by the Company’s independent registered public accounting firm. The financial information presented could change.

EBITDA is defined as net income (loss), computed in accordance with generally accepted accounting principles (“GAAP”), before interest, taxes, depreciation and amortization. Hotel EBITDA multiple is defined as the purchase price divided by the trailing 12 month EBITDA. A capitalization rate is determined by dividing the property’s annual net operating income by the purchase price. Net operating income is the property’s hotel EBITDA minus a capital expense reserve of 4% of gross revenue.

Forward-Looking Statements

Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the federal securities regulations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: our business and investment strategy; anticipated or expected purchases, sales or dispositions of assets; our projected operating results; completion of any pending transactions; our ability to restructure existing property-level indebtedness; our ability to secure additional financing to

enable us to operate our business; our understanding of our competition; projected capital expenditures; and the impact of technology on our operations and business. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. These and other risk factors are more fully discussed in the Company's filings with the SEC.

The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We will not publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise except to the extent required by law.

EXHIBIT 99.2

On May 26, 2026, Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) completed the sale of the Park Hyatt Beaver Creek Resort & Spa (“Park Hyatt Beaver Creek”) located in Avon, Colorado for approximately $174.7 million in cash, net of transfer taxes and selling expenses. Additionally, the Company repaid the $70.5 million mortgage loan secured by the Park Hyatt Beaver Creek.

The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the disposition occurred on the date indicated or what may result in the future. The unaudited pro forma consolidated balance sheet assumes the disposition closed on March 31, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the three months ended March 31, 2026, assumes the disposition closed on January 1, 2025. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of the Park Hyatt Beaver Creek and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel property. The pro forma gain resulting from the disposition of the Park Hyatt Beaver Creek is preliminary. Therefore, the actual results may differ from the amounts reflected in the pro forma financial statements. There are no other non-recurring items associated with the transaction.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

March 31, 2026

(in thousands, except share and per share amounts)


	Braemar Consolidated Historical (A)		Park Hyatt Beaver Creek (B)		Adjustments			Braemar Consolidated Pro Forma
ASSETS
Investment in hotel properties, gross	$	1,906,327	$	183,010	$	—		$	1,723,317
Accumulated depreciation	(361,588)		(28,646)		—			(332,942)
Investment in hotel properties, net	1,544,739		154,364		—			1,390,375
Cash and cash equivalents	93,385		8,863		174,739		(C) (i)	191,615
					2,854		(C) (i)
					(70,500)		(C) (ii)
Restricted cash	55,357		790		—			54,567

Accounts receivable, net of allowance	37,045		2,696		—			34,349
Inventories	4,870		471		—			4,399
Note receivable	9,045		—		—			9,045
Prepaid expenses	8,286		630		—			7,656
Deposit paid to Ashford Inc.	17,000		—		—			17,000
Deferred costs, net	74		—		—			74
Derivative assets	341		—		—			341
Operating lease right-of-use assets	30,597		—		—			30,597
Other assets	17,685		3,991		—			13,694
Intangible assets, net	2,652		—		—			2,652
Due from related parties, net	367		—		—			367
Due from third-party hotel managers	28,054		—		—			28,054


Total assets	$	1,849,497	$	171,805	$	107,093		$	1,784,785
LIABILITIES AND EQUITY
Liabilities:
Indebtedness, net	$	1,106,029	$	70,500	$	—		$	1,035,529
Accounts payable and accrued expenses	139,573		8,682		—			130,891
Redeemable preferred stock redemptions payable	46,719		—		—			46,719
Dividends and distributions payable	3,907		—		—			3,907
Due to Ashford Inc., net	1,924		33		—			1,891
Due to third-party hotel managers	3,392		1,881		—			1,511
Operating lease liabilities	20,058		—		—			20,058
Other liabilities	24,963		—		—			24,963



Total liabilities	1,346,565		81,096		—			1,265,469
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 3,078,017 shares issued and outstanding at March 31, 2026	65,426		—		—			65,426
Series E redeemable preferred stock, $0.01 par value, 9,561,665 shares issued and outstanding at March 31, 2026	239,042		—		—			239,042
Series M redeemable preferred stock, $0.01 par value, 1,337,328 shares issued and outstanding at March 31, 2026	33,450		—		—			33,450
Redeemable noncontrolling interests in operating partnership	15,925		—		—			15,925
Equity:
Preferred stock, $0.01 value, 80,000,000 shares authorized:
8.25% Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at March 31, 2026	16		—		—			16
Common stock, $0.01 par value, 250,000,000 shares authorized, 68,679,318 shares issued and outstanding at March 31, 2026	687		—		—			687
Additional paid-in capital	707,874		90,709		158,355		(C) (i)	707,874
					2,854		(C) (i)
					(70,500)		(C) (ii)


Accumulated deficit	(561,566)		—		16,384		(C) (i)	(545,182)

Total stockholders’ equity of the Company	147,011		90,709		107,093			163,395
Noncontrolling interest in consolidated entities	2,078		—		—			2,078

Total equity	149,089		90,709		107,093			165,473
Total liabilities and equity	$	1,849,497	$	171,805	$	107,093		$	1,784,785

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A)Represents the historical consolidated balance sheet of Braemar as of March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 7, 2026.

(B)Represents the removal of the historical balance sheet of the Park Hyatt Beaver Creek as of March 31, 2026.

(C)Represents adjustments for Braemar’s disposition of the Park Hyatt Beaver Creek as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $174.7 million, net of selling expenses, and cash received for hotel net working capital; and (ii) the cash paid to repay the mortgage loan secured by the Park Hyatt Beaver Creek.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2025

(in thousands, except per share amounts)


	Braemar Consolidated Historical (A)		Park Hyatt Beaver Creek (B)		Adjustments			Braemar Consolidated Pro Forma
REVENUE
Rooms	$	428,990	$	22,903	$	—		$	406,087
Food and beverage	179,538		13,699		—			165,839
Other	95,487		8,891		—			86,596
Total hotel revenue	704,015		45,493		—			658,522


EXPENSES
Hotel operating expenses:
Rooms	104,367		4,704		—			99,663
Food and beverage	141,846		9,981		—			131,865
Other expenses	223,977		16,553		—			207,424
Management fees	21,995		1,296		—			20,699
Total hotel operating expenses	492,185		32,534		—			459,651
Property taxes, insurance and other	34,253		2,235		—			32,018
Depreciation and amortization	92,578		7,127		—			85,451
Impairment charges	54,492		—		—			54,492
Advisory services fee	29,186		—		—			29,186


Corporate general and administrative	11,754		—		—			11,754
Total expenses	714,448		41,896		—			672,552
Gain (loss) on disposition of assets and hotel property	82,797		—		16,384		(C) (i)	99,181
OPERATING INCOME (LOSS)	72,364		3,597		16,384			85,151
Equity in earnings (loss) of unconsolidated entity	(56)		—		—			(56)
Interest income	6,246		—		—			6,246
Other income (expense)	(1,572)		—		—			(1,572)
Interest expense and amortization of premiums and loan costs	(98,539)		(5,080)		—			(93,459)
Write-off of premiums, loan costs and exit fees	(1,833)		—		—			(1,833)
Gain (loss) on extinguishment of debt	(2,686)		—		—			(2,686)
Unrealized gain (loss) on derivatives	(355)		—		—			(355)
INCOME (LOSS) BEFORE INCOME TAXES	(26,431)		(1,483)		16,384			(8,564)
Income tax (expense) benefit	(1,979)		—		—		(C) (ii)	(1,979)
NET INCOME (LOSS)	(28,410)		(1,483)		16,384			(10,543)
(Income) loss attributable to noncontrolling interest in consolidated entities	325		—		—			325
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	5,767		—		(1,235)		(C) (iii)	4,532
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(22,318)		(1,483)		15,149			(5,686)
Preferred dividends	(35,273)		—		—			(35,273)
Deemed dividends on preferred stock	(15,112)		—		—			(15,112)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMMON STOCKHOLDERS	$	(72,703)	$	(1,483)	$	15,149		$	(56,071)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	(1.07)						$	(0.83)
Weighted average common shares outstanding—basic	67,621							67,621
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	(1.07)						$	(0.83)
Weighted average common shares outstanding—diluted	67,621							67,621

See accompanying notes.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2026

(in thousands, except per share amounts)


	Braemar Consolidated Historical (A)		Park Hyatt Beaver Creek (B)		Adjustments			Braemar Consolidated Pro Forma
Revenue
Rooms	$	128,801	$	13,049	$	—		$	115,752
Food and beverage	52,342		5,349		—			46,993
Other	27,840		3,377		—			24,463
Total hotel revenue	208,983		21,775		—			187,208


Expenses
Hotel operating expenses:
Rooms	24,878		1,753		—			23,125
Food and beverage	38,910		3,919		—			34,991
Other expenses	59,878		5,956		—			53,922
Management fees	6,194		627		—			5,567
Total hotel operating expenses	129,860		12,255		—			117,605
Property taxes, insurance and other	4,652		583		—			4,069
Depreciation and amortization	22,579		2,190		—			20,389

Advisory services fee	7,404		—		—			7,404


Corporate general and administrative	4,867		—		—			4,867
Total operating expenses	169,362		15,028		—			154,334
Gain (loss) on disposition of assets and hotel properties	3		—		—			3
Operating income (loss)	39,624		6,747		—			32,877
Equity in earnings (loss) of unconsolidated entity	(31)		—		—			(31)
Interest income	810		—		—			810

Interest expense and amortization of loan costs	(21,195)		(1,154)		—			(20,041)
Write-off of premiums, loan costs and exit fees	(5)		—		—			(5)

Unrealized gain (loss) on derivatives	248		—		—			248
Income (loss) before income taxes	19,451		5,593		—			13,858
Income tax (expense) benefit	(1,417)		—		418		(C) (ii)	(999)
Net income (loss)	18,034		5,593		418			12,859
(Income) loss from consolidated entities attributable to noncontrolling interests	17		—		—			17
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	(347)		—		342		(C) (iii)	(5)
Net income (loss) attributable to the Company	17,704		5,593		760			12,871
Preferred dividends	(8,040)		—		—			(8,040)
Deemed dividend on preferred stock	(4,763)		—		—			(4,763)
Net income (loss) available to common stockholders	$	4,901	$	5,593	$	760		$	68
Income (loss) per share – basic:
Income (loss) attributable to common stockholders	$	0.07						$	—
Weighted average common shares outstanding—basic	68,432							68,432
Income (loss) per share – diluted:
Income (loss) attributable to common stockholders	$	0.07						$	—
Weighted average common shares outstanding—diluted	100,289							68,432

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(A)Represents the historical consolidated statement of operations of Braemar for the year ended December 31, 2025, as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 12, 2026, and the historical consolidated statement of operations of Braemar for the three months ended March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 7, 2026.

(B)Represents the removal of the historical consolidated statements of operations of the Park Hyatt Beaver Creek for the year ended December 31, 2025, and the three months ended March 31, 2026.

(C)Represents adjustments for the Company’s sale of the Park Hyatt Beaver Creek, which includes: (i) the estimated non-recurring gain on the disposition of the Park Hyatt Beaver Creek for the year ended December 31, 2025; (ii) an adjustment for the estimated tax effect of the hotel no longer being part of the consolidated group for the three months ended March 31, 2026; and (iii) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of the Park Hyatt Beaver Creek, including the estimated non-recurring gain for the year ended December 31, 2025, based on an ownership percentage of 6.91% for the year ended December 31, 2025, and 6.61% for the three months ended March 31, 2026. There is no material additional estimated tax effect associated with the hotel no longer being part of the consolidated group for the year ended December 31, 2025. The pro forma gain and the related tax effects, resulting from the disposition of the Park Hyatt Beaver Creek are preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.