Equibles

10-Q

Braemar Hotels & Resorts Inc. (BHR)

10-Q 2025-11-07 For: 2025-09-30
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number: 001-35972

BRAEMAR HOTELS & RESORTS INC.

(Exact name of registrant as specified in its charter)

Maryland 46-2488594
(State or other jurisdiction of incorporation or organization) (IRS employer identification number)
14185 Dallas Parkway
Suite 1200
Dallas
Texas 75254
(Address of principal executive offices) (Zip code)

(972) 490-9600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☑
Non-accelerated filer ☐ Smaller reporting company ☑
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.01 par value per share 68,219,432
(Class) Outstanding at November 5, 2025

BRAEMAR HOTELS & RESORTS INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as ofSeptember30, 2025 and December 31, 2024 2
Condensed Consolidated Statements of Operations for the Three andNineMonths EndedSeptember30, 2025 and 2024 3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three andNineMonths EndedSeptember30, 2025 and 2024 4
Condensed Consolidated Statements of Equity for the Three andNineMonths EndedSeptember30, 2025 and 2024 5
Condensed Consolidated Statements of Cash Flows for theNineMonths EndedSeptember30, 2025 and 2024 7
Notes to Condensed Consolidated Financial Statements 9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 32
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 53
ITEM 4. CONTROLS AND PROCEDURES 53
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 54
ITEM 1A. RISK FACTORS 55
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 56
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 56
ITEM 4. MINE SAFETY DISCLOSURES 56
ITEM 5. OTHER INFORMATION 56
ITEM 6. EXHIBITS 57
SIGNATURES 59

ITEM 1.    FINANCIAL STATEMENTS (unaudited)

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

December 31, 2024
ASSETS
Investments in hotel properties, gross 2,126,129 $ 2,252,574
Accumulated depreciation (473,888)
Investments in hotel properties, net 1,778,686
Cash and cash equivalents 135,465
Restricted cash 49,592
Investment in securities (amortized cost of 17,279 and 42,279, respectively) 41,535
Accounts receivable, net of allowance of 179 and 459, respectively 31,754
Inventories 4,664
Note receivable 8,283
Prepaid expenses 5,116
Deposit paid to Ashford Inc. —
Deferred costs, net 75
Investment in unconsolidated entity 145
Derivative assets 356
Operating lease right-of-use assets 34,852
Other assets 19,538
Intangible assets, net 3,125
Due from third-party hotel managers 22,873
Total assets 2,009,316 $ 2,136,059
LIABILITIES AND EQUITY
Liabilities:
Indebtedness, net 1,164,671 $ 1,210,018
Accounts payable and accrued expenses 143,566
Dividends and distributions payable 9,255
Due to Ashford Inc. 4,267
Due to related parties, net 1,055
Due to third-party hotel managers 1,476
Operating lease liabilities 19,984
Other liabilities 24,268
Total liabilities 1,413,889
Commitments and contingencies (note 15)
5.50% Series B cumulative convertible preferred stock, 0.01 par value, 3,078,017 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively 65,426
Series E redeemable preferred stock, 0.01 par value, 12,697,673 and 14,910,521 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively 352,502
Series M redeemable preferred stock, 0.01 par value, 1,404,544 and 1,476,621 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively 36,916
Redeemable noncontrolling interests in operating partnership 29,964
Equity:
Preferred stock, 0.01 par value, 80,000,000 shares authorized:
8.25% Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at September 30, 2025 and December 31, 2024 16
Common stock, 0.01 par value, 250,000,000 shares authorized, 68,219,432 and 66,607,823 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively 665
Additional paid-in capital 718,536
Accumulated other comprehensive income (loss) (684)
Accumulated deficit (477,804)
Total stockholders’ equity of the Company 240,729
Noncontrolling interest in consolidated entities (3,367)
Total equity 237,362
Total liabilities and equity 2,009,316 $ 2,136,059

All values are in US Dollars.

See Notes to Condensed Consolidated Financial Statements.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
REVENUE
Rooms $ 85,701 $ 92,427 $ 331,617 $ 347,206
Food and beverage 36,637 34,781 133,996 135,891
Other 21,218 21,190 72,840 71,967
Total hotel revenue 143,556 148,398 538,453 555,064
EXPENSES
Hotel operating expenses:
Rooms 24,728 25,548 80,232 81,288
Food and beverage 30,685 31,998 106,662 109,379
Other expenses 51,766 51,300 168,587 169,531
Management fees 4,440 4,869 16,891 17,913
Total hotel operating expenses 111,619 113,715 372,372 378,111
Property taxes, insurance and other 8,211 9,985 26,568 30,740
Depreciation and amortization 23,164 25,078 69,919 75,192
Advisory services fee 7,915 8,627 21,717 23,155
Corporate general and administrative 3,811 8,874 4,407 11,105
Total operating expenses 154,720 166,279 494,983 518,303
Gain (loss) on disposition of assets and hotel properties 40,970 88,210 40,970 88,210
OPERATING INCOME (LOSS) 29,806 70,329 84,440 124,971
Equity in earnings (loss) of unconsolidated entity — (80) — (214)
Interest income 1,494 2,660 4,901 4,528
Other income (expense) — — (1,250) —
Interest expense and amortization of discounts and loan costs (25,188) (27,911) (75,376) (81,687)
Write-off of loan costs and exit fees (366) (5,292) (1,833) (6,095)
Gain (loss) on extinguishment of debt (1,553) — (1,553) (22)
Realized and unrealized gain (loss) on derivatives (118) (735) (301) 523
INCOME (LOSS) BEFORE INCOME TAXES 4,075 38,971 9,028 42,004
Income tax (expense) benefit 648 864 (474) (474)
NET INCOME (LOSS) 4,723 39,835 8,554 41,530
(Income) loss attributable to noncontrolling interest in consolidated entities 412 (27,363) 361 (26,317)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 607 124 2,358 1,747
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY 5,742 12,596 11,273 16,960
Preferred dividends (8,667) (9,857) (26,928) (30,593)
Deemed dividends on preferred stock (5,251) (4,151) (11,086) (6,175)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (8,176) $ (1,412) $ (26,741) $ (19,808)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders $ (0.12) $ (0.02) $ (0.40) $ (0.30)
Weighted average common shares outstanding – basic 68,219 66,522 67,419 66,493
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders $ (0.12) $ (0.02) $ (0.40) $ (0.30)
Weighted average common shares outstanding – diluted 68,219 66,522 67,419 66,493

See Notes to Condensed Consolidated Financial Statements.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
NET INCOME (LOSS) $ 4,723 $ 39,835 $ 8,554 $ 41,530
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized gain (loss) on investment in securities 143 (786) 742 (786)
Total other comprehensive income (loss) 143 (786) 742 (786)
TOTAL COMPREHENSIVE INCOME (LOSS) 4,866 39,049 9,296 40,744
Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities 412 (27,363) 361 (26,317)
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership 597 187 2,298 1,810
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 5,875 $ 11,873 $ 11,955 $ 16,237

See Notes to Condensed Consolidated Financial Statements.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(unaudited, in thousands except per share amounts)

8.25% Series D Cumulative Preferred Stock Common Stock Additional<br>Paid-in<br>Capital Accumulated Deficit Accumulated Other Comprehensive Income/(loss) Noncontrolling Interest in Consolidated Entities Total 5.50% Series B Cumulative Convertible<br><br>Preferred Stock Series E Redeemable<br>Preferred Stock Series M Redeemable<br>Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
Balance at June 30, 2025 1,600 $ 16 68,219 $ 682 $ 727,002 $ (502,437) $ (135) $ (3,321) $ 221,807 3,078 $ 65,426 13,391 $ 320,585 1,420 $ 35,524 $ 17,994
Purchase of common stock — — — — (26) — — — (26) — — — — — — —
Equity-based compensation — — — — 51 — — — 51 — — — — — — 24
Issuance of preferred stock — — — — — — — — — — — 27 686 3 41 —
Dividends declared – common stock ($0.05/share) — — — — — (3,430) — — (3,430) — — — — — — —
Dividends declared – preferred stock - Series B ($0.34/share) — — — — — (1,058) — — (1,058) — — — — — — —
Dividends declared – preferred stock - Series D ($0.52/share) — — — — — (825) — — (825) — — — — — — —
Dividends declared – preferred stock - Series E ($0.47/share) — — — — — (6,041) — — (6,041) — — — — — — —
Dividends declared – preferred stock - Series M ($0.53/share) — — — — — (743) — — (743) — — — — — — —
Distributions to noncontrolling interests — — — — — — — (168) (168) — — — — — — (271)
Redemption of operating partnership units for cash — — — — — — — — — — — — — — — (2)
Net income (loss) — — — — — 5,742 — (412) 5,330 — — — — — — (607)
Unrealized gain (loss) on investment in securities — — — — — — 133 — 133 — — — — — — 10
Redemption of preferred stock — — — — — — — — — — — (720) (17,975) (18) (438) —
Redemption value adjustment – preferred stock — — — — — (5,251) — — (5,251) — — — 5,251 — — —
Redemption value adjustment — — — — — (1,794) — — (1,794) — — — — — — 1,794
Balance at September 30, 2025 1,600 $ 16 68,219 $ 682 $ 727,027 $ (515,837) $ (2) $ (3,901) $ 207,985 3,078 $ 65,426 12,698 $ 308,547 1,405 $ 35,127 $ 18,942
8.25% Series D Cumulative Preferred Stock Common Stock Additional<br>Paid-in<br>Capital Accumulated Deficit Accumulated Other Comprehensive Income/(loss) Noncontrolling Interest in Consolidated Entities Total 5.50% Series B Cumulative Convertible<br><br>Preferred Stock Series E Redeemable<br> Preferred Stock Series M Redeemable<br> Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
Balance at June 30, 2024 1,600 $ 16 66,522 $ 665 $ 718,901 $ (437,302) $ — $ (9,980) 272,300 3,078 $ 65,426 16,142 $ 374,847 1,623 $ 40,569 $ 31,579
Equity-based compensation — — — — 209 — — — 209 — — — — — — 218
Issuance of preferred stock — — — — — — — — — — — 32 809 1 34 —
Dividends declared – common stock ($0.05/share) — — — — — (3,348) — — (3,348) — — — — — — —
Dividends declared – preferred stock - Series B ($0.34/share) — — — — — (1,059) — — (1,059) — — — — — — —
Dividends declared – preferred stock-Series D ($0.52/share) — — — — — (825) — — (825) — — — — — — —
Dividends declared – preferred stock - Series E ($0.47 /share) — — — — — (7,137) — — (7,137) — — — — — — —
Dividends declared – preferred stock - Series M ($0.53 /share) — — — — — (836) — — (836) — — — — — — —
Contributions from noncontrolling interests — — — — — — — 2,961 2,961 — — — — — — —
Distributions to noncontrolling interests — — — — — — — (23,322) (23,322) — — — — — — (369)
Net income (loss) — — — — — 12,596 — 27,363 39,959 — — — — — — (124)
Unrealized gain (loss) on investment in securities — — — — — — (723) — (723) — — — — — — (63)
Redemption of preferred stock — — — — — — — — — — — (1,036) (24,629) (28) (696) —
Redemption value adjustment – preferred stock — — — — — (4,151) — — (4,151) — — — 4,151 — — —
Redemption value adjustment — — — — — (95) — — (95) — — — — — — 95
Balance at September 30, 2024 $ 1,600 $ 16 $ 66,522 $ 665 $ 719,110 $ (442,157) $ (723) $ (2,978) $ 273,933 3,078 $ 65,426 15,138 $ 355,178 1,596 $ 39,907 $ 31,336
8.25% Series D Cumulative Preferred Stock Common Stock Additional<br>Paid-in<br>Capital Accumulated Deficit Accumulated Other Comprehensive Income/(loss) Noncontrolling Interest in Consolidated Entities Total 5.50% Series B Cumulative Convertible<br><br>Preferred Stock Series E Redeemable<br>Preferred Stock Series M Redeemable<br>Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
Balance at December 31, 2024 1,600 $ 16 66,608 $ 665 $ 718,536 $ (477,804) $ (684) $ (3,367) $ 237,362 3,078 $ 65,426 14,911 $ 352,502 1,477 $ 36,916 $ 29,964
Purchase of common stock — — (312) (2) (776) — — — (778) — — — — — — —
Equity-based compensation — — — — (17) — — — (17) — — — — — — (3)
Issuance of preferred stock — — — — — — — — — — — 88 2,209 5 120 —
Issuance of restricted shares/units — — 1 — 4 — — — 4 — — — — — — 498
Dividends declared – common stock ($0.15 /share) — — — — — (10,232) — — (10,232) — — — — — — —
Dividends declared – preferred stock - Series B ($1.02/share) — — — — — (3,174) — — (3,174) — — — — — — —
Dividends declared – preferred stock - Series D ($1.56/share) — — — — — (2,475) — — (2,475) — — — — — — —
Dividends declared – preferred stock - Series E ($1.41/share) — — — — — (19,011) — — (19,011) — — — — — — —
Dividends declared – preferred stock - Series M ($1.58/share) — — — — — (2,268) — — (2,268) — — — — — — —
Contributions from noncontrolling interests — — — — — — — 2,120 2,120 — — — — — — —
Distributions to noncontrolling interests — — — — — — — (2,293) (2,293) — — — — — — (886)
Redemption/conversion of operating partnership units — — 1,922 19 9,280 — — — 9,299 — — — — — — (9,299)
Redemption of operating partnership units for cash — — — — — — — — — — — — — — — (94)
Net income (loss) — — — — — 11,273 — (361) 10,912 — — — — — — (2,358)
Redemption of preferred stock — — — — — — — — — — — (2,301) (57,250) (77) (1,909) —
Unrealized gain (loss) on investment in securities — — — — — — 682 — 682 — — — — — — 60
Redemption value adjustment – preferred stock — — — — — (11,086) — — (11,086) — — — 11,086 — — —
Redemption value adjustment — — — — — (1,060) — — (1,060) — — — — — — 1,060
Balance at September 30, 2025 1,600 $ 16 68,219 $ 682 $ 727,027 $ (515,837) $ (2) $ (3,901) $ 207,985 3,078 $ 65,426 12,698 $ 308,547 1,405 $ 35,127 $ 18,942
8.25% Series D Cumulative Preferred Stock Common Stock Additional<br>Paid-in<br>Capital Accumulated Deficit Accumulated Other Comprehensive Income/(loss) Noncontrolling Interest in Consolidated Entities Total 5.50% Series B Cumulative Convertible Preferred Stock Series E Redeemable Preferred Stock Series M Redeemable Preferred Stock Redeemable Noncontrolling Interests in Operating Partnership
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
Balance at December 31, 2023 1,600 $ 16 66,636 $ 666 $ 718,498 $ (412,199) $ — $ (8,934) $ 298,047 3,078 $ 65,426 16,316 $ 377,035 1,833 $ 45,623 $ 32,395
Purchase of common stock — — (170) (2) (367) — — — (369) — — — — — — —
Equity-based compensation — — — — 977 — — — 977 — — — — — — 1,712
Issuance of preferred stock — — — — — — — — — — — 97 2,446 4 105 —
Issuance of restricted shares/units — — 57 1 2 — — — 3 — — — — — — 32
Forfeiture of restricted common shares — — (1) — — — — — — — — — — — — —
Dividends declared – common stock - ($0.15/share) — — — — (10,040) — — (10,040) — — — — — — —
Dividends declared – preferred stock - Series B ($1.02/share) — — — — — (3,175) — — (3,175) — — — — — — —
Dividends declared – preferred stock-Series D ($1.56/share) — — — — — (2,475) — — (2,475) — — — — — — —
Dividends declared – preferred stock - Series E ($1.41/share) — — — — — (22,307) — — (22,307) — — — — — — —
Dividends declared – preferred stock - Series M ($1.57/share) — — — — — (2,636) — — (2,636) — — — — — — —
Contributions from noncontrolling interests — — — — — — — 2,961 2,961 — — — — — — —
Distributions to noncontrolling interests — — — — — — — (23,322) (23,322) — — — — — — (1,103)
Net income (loss) — — — — — 16,960 — 26,317 43,277 — — — — — — (1,747)
Redemption of preferred stock — — — — — — — — — — — (1,275) (30,281) (241) (6,018) —
Unrealized gain (loss) on investment in securities — — — — — — (723) — (723) — — — — (63)
Redemption value adjustment – preferred stock — — — — — (6,175) — — (6,175) — — — 5,978 — 197 —
Redemption value adjustment — — — — — (110) — — (110) — — — — — — 110
Balance at September 30, 2024 1,600 $ 16 66,522 $ 665 719,110 $ (442,157) $ (723) $ (2,978) $ 273,933 3,078 $ 65,426 $ 15,138 $ 355,178 $ 1,596 $ 39,907 $ 31,336

See Notes to Condensed Consolidated Financial Statements.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

Nine Months Ended September 30,
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 8,554 $ 41,530
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 69,919 75,192
Recognition of deferred income (510) —
Equity-based compensation (20) 2,689
Bad debt expense 159 351
(Gain) loss on extinguishment of debt 1,553 22
Amortization of loan costs, discounts and capitalized default interest 8,033 4,885
Write-off of loan costs and exit fees 1,833 6,095
Amortization of intangibles 321 346
Amortization of non-refundable membership initiation fees (1,964) (1,606)
Interest expense accretion on refundable membership club deposits 421 275
Realized (gain) loss on sale of securities 1,250 —
(Gain) loss on disposition of assets and hotel property (40,970) (88,210)
Realized and unrealized (gain) loss on derivatives 301 (523)
Non-cash interest income (464) (67)
Equity in (earnings) loss of unconsolidated entity — 214
Deferred income tax expense (benefit) (56) 8
Changes in operating assets and liabilities, exclusive of disposition of assets and hotel properties:
Accounts receivable and inventories (5,996) 6,620
Prepaid expenses and other assets (577) 978
Deposit paid to Ashford Inc. (17,000) —
Accounts payable and accrued expenses 6,160 6,828
Operating lease right-of-use assets 172 359
Due to/from related parties, net (724) (587)
Due to/from third-party hotel managers (1,273) (2,215)
Due to/from Ashford Inc. (1,757) 4,995
Operating lease liabilities 23 (161)
Other liabilities 5,047 2,147
Net cash provided by (used in) operating activities 32,435 60,165
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from property insurance 3,486 13
Issuance of note receivable — (5,788)
Proceeds from sale of investment in securities 23,750 —
Acquisition of land (5,509) —
Net proceeds from sale of hotel properties 139,326 155,629
Purchase of securities — (42,279)
Investment in unconsolidated entity — (79)
Improvements and additions to hotel properties (54,552) (54,825)
Net cash provided by (used in) investing activities 106,501 52,671
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on indebtedness 403,000 234,000
Repayments of indebtedness (453,550) (184,100)
Payments of loan costs and exit fees (11,501) (15,356)
Payments for derivatives (658) (1,344)
Proceeds from derivatives 611 4,386
Purchase of common stock (778) (369)
Payments for dividends and distributions (35,917) (39,037)
Contributions from noncontrolling interest in consolidated entities 306 2,961
Nine Months Ended September 30,
--- --- --- --- ---
2025 2024
Redemption of operating partnership units (94) —
Distributions to noncontrolling interest in consolidated entities (2,293) (27,045)
Redemption of preferred stock (59,159) (36,299)
Net cash provided by (used in) financing activities (160,033) (62,203)
Net change in cash, cash equivalents and restricted cash (21,097) 50,633
Cash, cash equivalents and restricted cash at beginning of period 185,057 166,503
Cash, cash equivalents and restricted cash at end of period $ 163,960 $ 217,136
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 66,794 $ 77,178
Income taxes paid (refunded) 615 352
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Dividends and distributions declared but not paid $ 8,553 $ 9,271
Assumption of debt in acquisition of land 5,360 —
Capital expenditures accrued but not paid 11,818 12,541
Non-cash preferred stock dividends 2,329 2,551
Unsettled proceeds from derivatives 51 197
Non-cash common stock/unit dividends 502 35
Non-cash redemption of common units 9,284 —
Non-cash consideration for acquisition of land 1,814 —
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of period $ 135,465 $ 85,599
Restricted cash at beginning of period 49,592 80,904
Cash, cash equivalents and restricted cash at beginning of period $ 185,057 $ 166,503
Cash and cash equivalents at end of period $ 116,278 $ 168,675
Restricted cash at end of period 47,682 48,461
Cash, cash equivalents and restricted cash at end of period $ 163,960 $ 217,136

See Notes to Condensed Consolidated Financial Statements.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

  1. Organization and Description of Business

Braemar Hotels & Resorts Inc., together with its subsidiaries (“Braemar”), is a Maryland corporation that invests primarily in high revenue per available room (“RevPAR”) luxury hotels and resorts. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by STR, LLC. Braemar has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Braemar conducts its business and owns substantially all of its assets through its operating partnership, Braemar Hospitality Limited Partnership (“Braemar OP”). Terms such as the “Company,” “we,” “us” or “our” refer to Braemar Hotels & Resorts Inc. and, as the context may require, all entities included in its condensed consolidated financial statements.

We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC” or the “Advisor”) 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. Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages five of our 14 hotel properties as of September 30, 2025. Third-party management companies manage 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 and cash management services.

The accompanying condensed consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of September 30, 2025, own 14 hotel properties in six states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands (“USVI”). The portfolio includes 13 wholly-owned hotel properties and one hotel property that is owned through a partnership in which Braemar OP has a controlling interest. These hotel properties represent 3,438 total rooms, or 3,298 net rooms, excluding those attributable to our partner. As a REIT, Braemar is required to comply with limitations imposed by the Code related to operating hotels. As of September 30, 2025, 13 of our 14 hotel properties were leased by wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes (collectively, the TRS entities are referred to as “Braemar TRS”). One hotel property, located in the USVI, is owned by our USVI TRS. Braemar TRS then engages third-party or affiliated hotel management companies to operate the hotel properties under management contracts. Hotel operating results related to the hotel properties are included in the condensed consolidated statements of operations.

As of September 30, 2025, 12 of the 14 hotel properties were leased by Braemar’s wholly-owned TRS and the one hotel property majority-owned through a consolidated partnership was leased to a TRS wholly-owned by such consolidated partnership. Each leased hotel is leased under a percentage lease that provides for each lessee to pay in each calendar month the base rent plus, in each calendar quarter, percentage rent, if any, based on hotel revenues. Lease revenue from Braemar TRS is eliminated in consolidation as of September 30, 2025. The hotel properties are operated under management contracts with Marriott Hotel Services, LLC (“Marriott”), Hilton Management LLC (“Hilton”), Four Seasons Hotels Limited (“Four Seasons”), Hyatt Corporation (“Hyatt”), The Ritz-Carlton Hotel Company, L.L.C. and its affiliates, each of which is also an affiliate of Marriott (“Ritz-Carlton”), and Remington Hospitality, which are eligible independent contractors under the Code.

  1. Significant Accounting Policies

Basis of Presentation and Principles of Consolidation—The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These condensed consolidated financial statements include the accounts of Braemar Hotels & Resorts Inc., its majority-owned subsidiaries, and its majority-owned entities in which it has a controlling interest. All intercompany accounts and transactions between consolidated entities have been eliminated in these condensed consolidated financial statements. We have condensed

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2025.

Braemar OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has: (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Braemar OP that most significantly impact its economic performance, including but not limited to, operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Braemar OP General Partner LLC, its general partner. As such, we consolidate Braemar OP.

The following items affect reporting comparability of our historical condensed consolidated financial statements:

•Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

•On July 17, 2024, we sold the Hilton La Jolla Torrey Pines. The operating results of the hotel property were excluded from our results of operations as of the disposition date.

•On August 7, 2025, we sold the Marriott Seattle Waterfront. The operating results of the hotel property were excluded from our results of operations as of the disposition date.

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

Recently Issued Accounting Standards—In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The amendments in this ASU may be applied prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or the amendments may be applied retrospectively by providing the revised disclosures for all periods presented. As of September 30, 2025, the Company has not adopted this ASU. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements.

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

In January 2025, the FASB issued ASU 2025-01 which amends the effective date of the new disaggregation of income statement expenses standard to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is still permitted. The amendments may be applied either: (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU: or (2) retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

  1. Revenue

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

Three Months Ended September 30, 2025
Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total
California 5 $ 25,809 $ 8,932 $ 4,300 $ 39,041
Puerto Rico 1 8,183 3,887 2,155 14,225
Arizona 1 4,336 3,547 1,513 9,396
Colorado 1 2,916 4,487 2,035 9,438
Florida 2 9,734 5,144 6,446 21,324
Illinois 1 8,941 1,895 751 11,587
Pennsylvania 1 6,050 1,309 750 8,109
Washington, D.C. 1 8,632 4,456 974 14,062
USVI 1 6,117 2,267 1,857 10,241
Sold hotel property 1 4,983 713 437 6,133
Total 15 $ 85,701 $ 36,637 $ 21,218 $ 143,556 Three Months Ended September 30, 2024
--- --- --- --- --- --- --- ---
Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total
California 5 $ 23,366 $ 7,041 $ 4,138 $ 34,545
Puerto Rico 1 6,764 3,303 2,157 12,224
Arizona 1 3,472 2,625 1,820 7,917
Colorado 1 3,591 3,876 2,147 9,614
Florida 2 9,844 4,822 5,586 20,252
Illinois 1 9,037 1,972 662 11,671
Pennsylvania 1 7,334 1,539 378 9,251
Washington, D.C. 1 9,712 3,595 949 14,256
USVI 1 6,709 4,071 1,956 12,736
Sold hotel properties 2 12,598 1,937 1,397 15,932
Total 16 $ 92,427 $ 34,781 $ 21,190 $ 148,398
Nine Months Ended September 30, 2025
--- --- --- --- --- --- --- ---
Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total
California 5 $ 75,460 $ 23,797 $ 12,448 $ 111,705
Puerto Rico 1 40,245 14,132 8,338 62,715
Arizona 1 28,382 19,615 6,565 54,562
Colorado 1 18,210 11,212 6,934 36,356
Florida 2 45,318 25,929 21,911 93,158
Illinois 1 20,587 5,123 1,815 27,525
Pennsylvania 1 20,085 4,678 1,984 26,747
Washington, D.C. 1 32,255 14,206 3,353 49,814
USVI 1 32,632 12,077 7,394 52,103
Sold hotel property 1 18,443 3,227 2,098 23,768
Total 15 $ 331,617 $ 133,996 $ 72,840 $ 538,453

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Nine Months Ended September 30, 2024
Primary Geographical Market Number of Hotels Rooms Food and Beverage Other Hotel Total
California 5 $ 70,756 $ 18,892 $ 11,947 $ 101,595
Puerto Rico 1 35,690 12,528 7,961 56,179
Arizona 1 26,320 16,775 6,748 49,843
Colorado 1 18,684 11,297 7,610 37,591
Florida 2 46,816 24,115 19,095 90,026
Illinois 1 20,758 5,256 1,732 27,746
Pennsylvania 1 20,472 4,446 995 25,913
Washington, D.C. 1 32,355 14,580 2,744 49,679
USVI 1 35,385 15,053 7,600 58,038
Sold hotel properties 2 39,970 12,949 5,535 58,454
Total 16 $ 347,206 $ 135,891 $ 71,967 $ 555,064
  1. Investments in Hotel Properties, net

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

September 30, 2025 December 31, 2024
Land $ 611,638 $ 630,842
Buildings and improvements 1,308,151 1,430,096
Furniture, fixtures and equipment 170,448 158,470
Construction in progress 23,146 20,420
Residences 12,746 12,746
Total cost 2,126,129 2,252,574
Accumulated depreciation (447,087) (473,888)
Investments in hotel properties, net $ 1,679,042 $ 1,778,686

Impairment Charges

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

Land Acquisition

On April 4, 2025, the Company acquired an eight acre parcel of land with an estimated fair value of $12.6 million. The consideration consisted of cash of approximately $5.5 million and a 25% equity interest in the acquiring entity (“CR JV”) with an estimated fair value of $1.8 million. CR JV also assumed a mortgage loan for the land with an estimated fair value of $5.4 million.

We accounted for this acquisition as an asset acquisition because substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable assets. The cost of the acquisition including transaction costs was allocated to the individual asset acquired and liabilities assumed on a relative fair value basis, which is considered a Level 3 valuation technique.

  1. Hotel Dispositions

On July 17, 2024, the Company sold the Hilton La Jolla Torrey Pines for $165 million in cash, subject to customary pro-rations and adjustments. The Company owned an indirect 75% equity interest in the hotel property. Additionally, the Company repaid the $66.6 million mortgage loan secured by the hotel property. The sale resulted in a gain of approximately $88.1 million for the year ended December 31, 2024.

On August 7, 2025, the Company sold the Marriott Seattle Waterfront for $145 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $88.4 million on the mortgage loan that was partially secured by the hotel property. The sale resulted in a gain of approximately $41.0 million for the three and nine months ended September 30, 2025, and is included in “gain (loss) on disposition of assets and hotel property” in our condensed consolidated statements of operations.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

We included the results of operations for these hotel properties through the dates of disposition in net income (loss) as shown in our condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024, respectively. The following table includes the condensed consolidated financial information from the disposed hotel properties (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Total hotel revenue $ 6,133 $ 15,932 $ 23,768 $ 58,454
Total hotel operating expenses (3,148) (8,828) (13,673) (34,310)
Property taxes, insurance and other (247) (724) (1,253) (3,410)
Depreciation and amortization (672) (2,791) (4,119) (8,430)
Gain (loss) on disposition of assets and hotel property 41,043 88,160 41,043 88,160
Operating income (loss) 43,109 91,749 45,766 100,464
Interest income — 55 — 265
Interest expense and amortization of loan costs (645) (2,183) (3,879) (9,427)
Write-off of loan costs and exit fees — — (141) (104)
Gain (loss) on extinguishment of debt (1,553) — (1,553) —
Income (loss) before income taxes 40,911 89,621 40,193 91,198
Income from consolidated entities attributable to noncontrolling interests — (26,296) — (28,024)
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership (2,827) (5,098) (2,748) (5,093)
Income (loss) before income taxes attributable to the Company $ 38,084 $ 58,227 $ 37,445 $ 58,081
  1. Indebtedness, net

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

Indebtedness Collateral Current Maturity Final<br><br>Maturity (11) Interest Rate September 30, 2025 December 31, 2024
Mortgage loan (2) (3) The Notary Hotel June 2025 June 2025 SOFR (1) + 2.66% $ — $ 293,180
The Clancy
Sofitel Chicago Magnificent Mile
Marriott Seattle Waterfront
Mortgage loan (4) Park Hyatt Beaver Creek Resort & Spa February 2026 February 2027 SOFR (1) + 2.86% 70,500 70,500
Mortgage loan (3) The Ritz-Carlton Reserve Dorado Beach March 2026 March 2026 SOFR (1) + 4.75% — 62,000
Term Loan (5) Land March 2026 March 2026 WSJ Prime Rate 5,360 —
Convertible Senior Notes Equity June 2026 June 2026 4.50% 86,250 86,250
Mortgage loan (6) The Ritz-Carlton Lake Tahoe July 2026 July 2026 SOFR (1) + 3.25% 43,413 53,413
Mortgage loan (7) Bardessono Hotel & Spa August 2026 August 2029 SOFR (1) + 3.24% 407,000 407,000
Hotel Yountville
The Ritz-Carlton Sarasota
Pier House Resort & Spa
The Ritz-Carlton St. Thomas
Mortgage loan (8) Capital Hilton December 2026 December 2028 SOFR (1) + 3.75% 110,600 110,600
Mortgage loan (3) (9) The Notary Hotel March 2027 March 2030 SOFR (1) + 2.57% 274,630 —
The Clancy
Sofitel Chicago Magnificent Mile
The Ritz-Carlton Reserve Dorado Beach
Mortgage loan (10) Four Seasons Resort Scottsdale August 2028 August 2030 SOFR (1) + 3.00% 180,000 140,000
1,177,753 1,222,943
Deferred loan costs, net (12,631) (11,985)
Premiums/(discounts), net (451) (940)
Indebtedness, net $ 1,164,671 $ 1,210,018

__________________

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

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

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

(3)On March 7, 2025, we refinanced two mortgage loans into a new $363.0 million mortgage loan. The new mortgage loan is interest only and bears interest at a rate of SOFR + 2.57%, has a two-year initial term, and has three one-year extension options, subject to the satisfaction of certain conditions.

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

(5)On April 4, 2025, we assumed a $5.4 million term loan secured by an eight acre parcel of land. The assumed term loan is interest only, bears interest at WSJ Prime Rate, and matures in March 2026. This term loan has a floor of 4.99%. See note 4.

(6)On January 14, 2025, we amended this mortgage loan. Terms of the amendment included a $10.0 million principal pay-down, current maturity date extension to July 2025, interest rate reduction to SOFR + 3.25%, and one six-month extension option subject to satisfaction of certain conditions. On July 25, 2025, we amended this mortgage loan. Terms of the amendment extended the maturity date to July 2026.

(7)This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. Braemar holds a tranche of Commercial Mortgage-Backed Securities (“CMBS”), which is secured by the five hotel properties that serve as collateral for the new mortgage loan and has a par value of $17.2 million and $42.2 million at September 30, 2025, and December 31, 2024, respectively, and a rate of SOFR + 5.20%. The CMBS is reported as “investment in securities” on the condensed consolidated balance sheet.

(8)This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 2.00%.

(9)On August 7, 2025, this mortgage loan was paid down $88.4 million in conjunction with the sale of the Marriott Seattle Waterfront. See note 5.

(10)On August 15, 2025, we amended this mortgage loan. Terms of the amendment included increasing the principal balance to $180.0 million, reducing the interest rate to SOFR +3.00%, extending the maturity to August 2028, and adding two, one-year extension options, subject to the satisfaction of certain conditions.

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

Convertible Senior Notes

For the three and nine months ended September 30, 2025, the Company recorded coupon interest expense of $970,000 and $2.9 million, respectively. For the three and nine months ended September 30, 2024, the Company recorded coupon interest expense of $970,000 and $2.9 million, respectively.

For the three and nine months ended September 30, 2025, the Company recorded discount amortization of $165,000 and $489,000, respectively, related to the initial purchase discount, with the remaining discount balance to be amortized through June 2026. For the three and nine months ended September 30, 2024, the Company recorded discount amortization of $157,000 and $463,000 respectively, related to the initial purchase discount, with the remaining discount balance to be amortized through June 2026.

The convertible senior notes are convertible at any time prior to the close of business on the business day immediately preceding the maturity date for cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the election of the Company. As of September 30, 2025, the conversion rate is 195.8127 shares per $1,000 principal amount of notes.

If we violate covenants in any debt agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of the consolidated group. As of September 30, 2025, we were in compliance with all covenants.

Interest Rate Derivatives—We use interest rate caps to hedge our debt and our cash flows, which are recorded at fair value. Payments from counterparties on in-the-money interest rate caps are recognized as realized gains on our condensed consolidated statements of operations. See note 8.

  1. Note Receivable

On July 2, 2024, Braemar, Ashford Hospitality Trust, Inc. (“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.

Concurrently and in connection with the Agreement, certain of the parties thereto have also entered into a Share Ownership Agreement (the “Share Ownership Agreement”) and a Loan Agreement (the “Loan Agreement”), pursuant to which agreements the Company will provide to BW Coinvest I, LLC (“Borrower”) an unsecured loan (the “Loan”). The proceeds from the Loan will be used to reimburse Borrower for 70% of the amount expended by Borrower to purchase on the open market a total of 3,500,000 shares of the Company’s common stock (the “Purchased Shares”) within six months of the date of Loan Agreement,

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

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

Line Item Interest Rate September 30, 2025 December 31, 2024
Note receivable SOFR + 3.00% $ 8,747 $ 8,283

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

Three Months Ended September 30, Nine Months Ended September 30,
Line Item 2025 2024 2025 2024
Interest income $ 157 $ 67 $ 464 $ 67

We review receivables for impairment each reporting period. Under the model, the Company estimates credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument and is required to record a credit loss expense (or reversal) in each reporting period. Our assessment of impairment is based on considerable management judgment and assumptions. No impairment charges were recorded for the three and nine months ended September 30, 2025.

  1. Fair Value Measurements

Fair Value Hierarchy—Our financial instruments measured at fair value either on a recurring or a non-recurring basis are classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs in the marketplace as discussed below:

•Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets.

•Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

•Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.

The fair value of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rose above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (SOFR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.

When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when the valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties, which we consider significant (10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at September 30, 2025, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 4.129% to 3.087% for the remaining term of our

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

Investment in securities includes mortgage-backed securities. These securities are classified as available for sale and are generally reported at fair value utilizing Level 2 inputs where the Company obtains fair value measurements from an external pricing vendor. Prices received from the vendor are analyzed based on various sources of observable market data. If prices are not within certain tolerance levels that are based on the asset type’s characteristics, the exception is researched and, if the price is not able to be validated, an alternate pricing vendor is utilized.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):

Quoted Market Prices (Level 1) Significant Other<br>Observable Inputs <br>(Level 2) Significant Unobservable Inputs <br>(Level 3) Total
September 30, 2025
Assets
CMBS $ — $ 17,277 $ — $ 17,277 (1)
Derivative assets:
Interest rate derivatives - caps — 164 — 164 (2)
Total $ — $ 17,441 $ — $ 17,441 Quoted Market Prices (Level 1) Significant Other<br>Observable Inputs <br>(Level 2) Significant Unobservable Inputs <br>(Level 3) Total
--- --- --- --- --- --- --- --- --- ---
December 31, 2024
Assets
CMBS $ — $ 41,535 $ — $ 41,535 (1)
Derivative assets:
Interest rate derivatives - caps — 356 — 356 (2)
Total $ — $ 41,891 $ — $ 41,891

__________________

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

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

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

The following table summarizes the effect of fair value measured assets and liabilities on our condensed consolidated statements of operations (in thousands):

Gain (Loss) Recognized in Income
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Assets
Derivative assets:
Interest rate derivatives - caps $ (118) $ (735) $ (301) $ 511
Total derivative assets $ (118) $ (735) $ (301) $ 511
Non-derivative assets:
Investment in securities $ — $ — $ (1,250) $ —
Total $ (118) $ (735) $ (1,551) $ 511
Liabilities
Derivative liabilities:
Warrants $ — $ — $ — $ 12
Net $ (118) $ (735) $ (1,551) $ 523
Total combined
Interest rate derivatives - caps $ (299) $ (1,746) $ (850) $ (3,710)
Warrants — — — 12
Unrealized gain (loss) on derivatives (299) (1) (1,746) (1) (850) (1) (3,698) (1)
Realized gain (loss) on interest rate caps 181 (1) (2) 1,011 (1) (2) 549 (1) (2) 4,221 (1) (2)
Realized gain (loss) on investment in securities — — (1,250) (3) —
Net $ (118) $ (735) $ (1,551) $ 523

________

(1)Reported in “realized and unrealized gain (loss) on derivatives” in our condensed consolidated statements of operations.

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

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

The amortized cost of the CMBS at September 30, 2025 and December 31, 2024, was $17.3 million and $42.3 million, respectively. The unrealized gain (loss) recognized as a change in other comprehensive income (loss) for the three and nine months ended September 30, 2025 was $143,000 and $742,000, respectively.

During the nine months ended September 30, 2025, the Company sold a portion of the CMBS with a par value of $25 million resulting in a realized loss of approximately $1.3 million included in “other income (expense)” on the condensed consolidated statements of operations. As a result of the sale, $68,000 of unrealized gain was reclassified to realized loss during the nine months ended September 30, 2025. There was no unrealized gain (loss) recognized as a change in other comprehensive income (loss) for the three months ended September 30, 2025. There was no unrealized gain (loss) recognized as a change in other comprehensive income (loss) for the three and nine months ended September 30, 2024.

  1. Summary of Fair Value of Financial Instruments

Determining the estimated fair values of certain financial instruments such as indebtedness requires considerable judgment to interpret market data. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold or settled.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

September 30, 2025 December 31, 2024
Carrying<br>Value Estimated<br>Fair Value Carrying<br>Value Estimated<br>Fair Value
Financial assets measured at fair value:
Investment in securities $ 17,277 $ 17,277 $ 41,535 $ 41,535
Derivative assets 164 164 356 356
Financial assets not measured at fair value:
Cash and cash equivalents $ 116,278 $ 116,278 $ 135,465 $ 135,465
Restricted cash 47,682 47,682 49,592 49,592
Accounts receivable, net 32,819 32,819 31,754 31,754
Note receivable 8,747 8,747 8,283 8,283
Due from third-party hotel managers 23,129 23,129 22,873 22,873
Financial liabilities not measured at fair value:
Indebtedness $ 1,177,302 $ 1,177,753 $ 1,222,003 $ 1,207,420
Accounts payable and accrued expenses 150,127 150,127 143,566 143,566
Dividends and distributions payable 8,553 8,553 9,255 9,255
Due to Ashford Inc., net 2,638 2,638 4,267 4,267
Due to related parties, net 331 331 1,055 1,055
Due to third-party hotel managers 1,775 1,775 1,476 1,476

Cash, cash equivalents and restricted cash. These financial assets have maturities of less than 90 days and most bear interest at market rates. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique.

Accounts receivable, net, due to/from related parties, net, accounts payable and accrued expenses, dividends and distributions payable, due to Ashford Inc. and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique.

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

Note receivable. The carrying amount of note receivable approximates its fair value. This is considered a Level 2 valuation technique.

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

Indebtedness, net. Fair value of indebtedness is determined using the loan terms, collateral value and financial data such as loan-to-value ratios, debt service coverage ratios, and interest rates for comparable loans. We estimated the fair value of the total indebtedness to be approximately 100.0% of the carrying value of $1.2 billion as of September 30, 2025, and approximately 98.8% of the carrying value of $1.2 billion as of December 31, 2024. These fair value estimates are considered a Level 2 valuation technique.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

  1. Income (Loss) Per Share

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

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net income (loss) attributable to common stockholders - basic and diluted:
Net income (loss) attributable to the Company $ 5,742 $ 12,596 $ 11,273 $ 16,960
Less: dividends on preferred stock (8,667) (9,857) (26,928) (30,593)
Less: deemed dividends on preferred stock (5,251) (4,151) (11,086) (6,175)
Less: dividends on common stock (3,410) (3,326) (10,174) (9,977)
Less: dividends on unvested performance stock units (20) (22) (58) (63)
Undistributed net income (loss) allocated to common stockholders (11,606) (4,760) (36,973) (29,848)
Add back: dividends on common stock 3,410 3,326 10,174 9,977
Distributed and undistributed net income (loss) - basic and diluted $ (8,196) $ (1,434) $ (26,799) $ (19,871)
Weighted average common shares outstanding:
Weighted average common shares outstanding – basic and diluted 68,219 66,522 67,419 66,493
Income (loss) per share - basic and diluted:
Net income (loss) allocated to common stockholders per share $ (0.12) $ (0.02) $ (0.40) $ (0.30)

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

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net income (loss) allocated to common stockholders is not adjusted for:
Income (loss) allocated to unvested performance stock units 20 22 $ 58 $ 64
Income (loss) attributable to redeemable noncontrolling interests in operating partnership (607) (124) (2,358) (1,747)
Dividends on preferred stock - Series B 1,058 1,059 3,174 3,175
Interest expense on Convertible Senior Notes 1,135 1,127 3,399 3,374
Dividends on preferred stock - Series E (inclusive of deemed dividends) 11,292 11,288 30,097 28,285
Dividends on preferred stock - Series M (inclusive of deemed dividends) 743 836 2,268 2,833
Total $ 13,641 $ 14,208 $ 36,638 $ 35,984
Weighted average diluted shares are not adjusted for:
Effect of unvested performance stock units 63 50 77 34
Effect of assumed conversion of operating partnership units 5,092 6,558 6,057 6,275
Effect of assumed conversion of preferred stock - Series B 4,116 4,116 4,116 4,116
Effect of assumed conversion of Convertible Senior Notes 16,889 15,706 16,581 14,927
Effect of assumed conversion of preferred stock - Series E 116,179 117,946 126,870 160,729
Effect of assumed conversion of preferred stock - Series M 12,633 12,241 13,417 17,226
Total 154,972 156,617 167,118 203,307
  1. Redeemable Noncontrolling Interests in Operating Partnership

Redeemable noncontrolling interests in the operating partnership represent the limited partners’ proportionate share of equity and their allocable share of equity in earnings/losses of Braemar OP, which is an allocation of net income/loss attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested. Each common unit may be redeemed, by the holder, for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement.

LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, generally have vesting periods of three years. Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of our operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of our operating partnership; or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for our operating partnership.

The compensation committee of our board of directors may authorize the issuance of Performance LTIP units to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of Performance LTIP units that will be settled in common units of Braemar OP, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period, which is generally three years from the grant date. The performance awards will be eligible to vest, from 0% to 200% of target, based on achievement of certain performance targets over the three-year performance period. The performance criteria are based on performance conditions under the relevant literature. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the applicable measurement date fair value of the award. The grant date fair value of the award may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period. As of September 30, 2025, there are 353,000 unvested Performance LTIP units.

As of September 30, 2025, there are approximately 429,000 issued and outstanding LTIP and Performance LTIP units. All LTIP and Performance LTIP units, other than approximately 353,000 Performance LTIP units issued in March 2023, had reached full economic parity with, and are convertible into, common units.

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

September 30, 2025 December 31, 2024
Redeemable noncontrolling interests in Braemar OP (in thousands) $ 18,942 $ 29,964
Adjustments to redeemable noncontrolling interests (1) (in thousands) $ 2,330 $ 1,324
Ownership percentage of operating partnership 6.91 % 8.05 %

____________________________________

(1)    Reflects the excess of the redemption value over the accumulated historical cost.

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

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership $ 607 $ 124 $ 2,358 $ 1,747
Distributions declared to holders of common units, LTIP units and Performance LTIP units $ 271 $ 369 886 1,103

In June 2025, the Company exchanged approximately 1.5 million LTIP and Performance LTIP units for fully vested shares of the Company's common stock which resulted in no adjustments to equity-based compensation expense because the estimated fair value of the units immediately before the exchange was equal to the estimated fair value of the common stock immediately after the exchange. The exchange was accounted for in the same manner as a redemption by the holder of common units that was settled by the Company in shares of the Company's common stock, in which the greater of the historical cost or fair value of the underlying LTIP or Performance LTIP units as of the exchange date was reclassified from mezzanine equity to permanent equity.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Units redeemed/exchanged — — 1,922 $ —
Fair value of common units redeemed (1) $ — $ — $ 4,897 —

____________________________________

(1)    The redemption value is the greater of historical cost or fair value. The historical cost of the converted units for the nine months ended September 30, 2025 was $9.3 million.

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

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Units redeemed 1 — 36 —
Fair value of common units redeemed $ 2 $ — $ 94 $ —
  1. Equity and Stock-Based Compensation

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

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Common stock dividends declared $ 3,430 $ 3,348 $ 10,232 $ 10,040

Stock Repurchases—On May 3, 2024, the board of directors approved a new share repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share, having an aggregate value of up to $50 million. As of September 30, 2025, the Company has not repurchased any common stock pursuant to this program.

Restricted Stock—We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance.

Performance Stock Units—The compensation committee of the board of directors of the Company may authorize the issuance of grants of performance stock units (“PSUs”) to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period, which is generally three years from the grant date. The compensation committee utilizes a performance metric, pursuant to which, the performance awards will be eligible to vest, from 0% to 200% of target, based on achievement of certain performance targets over the three-year performance period. The performance criteria are based on performance conditions under the relevant literature and were issued to non-employees. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the corresponding measurement date fair value of the award, which may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period.

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

The following table summarizes dividends declared (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Series D Cumulative Preferred Stock $ 825 $ 825 $ 2,475 $ 2,475

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

  1. Redeemable Preferred Stock

5.50% Series B Cumulative Convertible Preferred Stock

Each share of our 5.50% Series B Cumulative Convertible Preferred Stock (the “Series B Convertible Preferred Stock”) is convertible at any time, at the option of the holder, into a number of whole shares of common stock at a conversion price of $18.70 (which represents a conversion rate of 1.3372 shares of our common stock, subject to certain adjustments). The Series B Convertible Preferred Stock is also subject to conversion upon certain events constituting a change of control. Holders of the Series B Convertible Preferred Stock have no voting rights, subject to certain exceptions. The Series B Convertible Preferred Stock dividend for all issued and outstanding shares is set at $1.375 per annum per share.

The Company may, at its option, cause the Series B Convertible Preferred Stock to be converted in whole or in part, on a pro-rata basis, into fully paid and nonassessable shares of the Company’s common stock at the conversion price, provided that the “Closing Bid Price” (as defined in the Articles Supplementary) of the Company’s common stock shall have equaled or exceeded 110% of the conversion price for the immediately preceding 45 consecutive trading days ending three days prior to the date of notice of conversion.

Additionally, the Series B Convertible Preferred Stock contains cash redemption features that consist of: 1) an optional redemption in which the Company may redeem shares of the Series B Convertible Preferred Stock, in whole or in part, for cash at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends; 2) a special optional redemption, in which on or prior to the occurrence of a Change of Control (as defined in the Articles Supplementary), the Company may redeem shares of the Series B Convertible Preferred Stock, in whole or in part, for cash at a redemption price of $25.00 per share; and 3) a “REIT Termination Event” and “Listing Event Redemption,” in which at any time (i) a REIT Termination Event (as defined below) occurs or (ii) the Company’s common stock fails to be listed on the NYSE, NYSE American, or NASDAQ, or listed or quoted on an exchange or quotation system that is a successor thereto (each, a “National Exchange”), the holder of Series B Convertible Preferred Stock shall have the right to require the Company to redeem any or all shares of Series B Convertible Preferred Stock at 103% of the liquidation preference ($25.00 per share, plus any accumulated, accrued, and unpaid dividends) in cash.

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

(i)    filing of a federal income tax return where the Company does not compute its income as a REIT;

(ii)    stockholders’ approval on ceasing to be qualified as a REIT;

(iii)    board of directors’ approval on ceasing to be qualified as a REIT;

(iv)    board’s determination based on the advice of counsel to cease to be qualified as a REIT; or

(v)    determination within the meaning of Section 1313(a) of the Code to cease to be qualified as a REIT.

Series B Convertible Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside our control. As such, the Series B Convertible Preferred Stock is classified outside of permanent equity.

The following table summarizes dividends declared (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Series B Convertible Preferred Stock $ 1,058 $ 1,059 $ 3,174 $ 3,175

Series E Redeemable Preferred Stock

On April 2, 2021, the Company entered into equity distribution agreements with certain sales agents to sell, from time to time, shares of the Series E Redeemable Preferred Stock (the “Series E Preferred Stock”). Pursuant to such equity distribution agreements, the Company offered a maximum of 20,000,000 shares of Series E Preferred Stock in a primary offering at a price of $25.00 per share. On February 21, 2023, the Company announced the closing of its Series E Preferred Stock offering. The Company is also offering a maximum of 8,000,000 shares of the Series E Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $25.00 per share (the “Stated Value”).

The Series E Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series B Convertible Preferred stock,

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

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

Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee). The Series E Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon such change of control events, holders have the option to convert their shares of Series E Preferred Stock into a maximum of 5.69476 shares of our common stock.

The redemption fee shall be an amount equal to:

•8.0% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series E Preferred Stock to be redeemed;

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

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

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

The Series E Preferred Stock cash dividends are as follows:

•8.00% per annum of the Stated Value beginning on the date of the first settlement of the Series E Preferred Stock (the “Date of Initial Closing”);

•7.75% per annum of the Stated Value beginning on the first anniversary from the Date of Initial Closing; and

•7.50% per annum of the Stated Value beginning on the second anniversary from the Date of Initial Closing.

Dividends are payable on a monthly basis in arrears on the 15th day of each month (or, if such payment date is not a business day, the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year.

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

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

At the date of issuance, the carrying amount of the Series E Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

September 30, 2025 December 31, 2024
Series E Preferred Stock $ 308,547 $ 352,502
Cumulative adjustments to Series E Preferred Stock (1) $ 33,184 $ 22,098

________

(1)    Reflects the excess of the redemption value over the accumulated carrying value.

The following table summarizes dividends declared (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Series E Preferred Stock $ 6,041 $ 7,137 $ 19,011 $ 22,307

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

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Series E Preferred Stock shares redeemed 720 1,036 2,301 1,275
Redemption amount, net of redemption fees $ 17,975 $ 24,629 $ 57,250 $ 30,281

Series M Redeemable Preferred Stock

On April 2, 2021, the Company entered into equity distribution agreements with certain sales agents to sell, from time to time, shares of the Series M Redeemable Preferred Stock (the “Series M Preferred Stock”). Pursuant to such equity distribution agreements, the Company offered a maximum of 20,000,000 shares of the Series M Preferred Stock (par value $0.01) in a primary offering at a price of $25.00 per share (or “Stated Value”). On February 21, 2023, the Company announced the closing of its Series M Preferred Stock offering. The Company is also offering a maximum of 8,000,000 shares of Series M Preferred Stock pursuant to the DRIP at $25.00 per share.

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

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

Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee). The Series M Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon such change of control events, holders have the option to convert their shares of Series M Preferred Stock into a maximum of 5.69476 shares of our common stock.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The redemption fee shall be an amount equal to:

•1.5% of the Stated Value of $25.00 per share beginning on the Series M Original Issue Date (as defined in the Articles Supplementary) of the shares of Series M Preferred Stock to be redeemed; and

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

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

Holders of Series M Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 8.2% per annum of the Stated Value of $25.00 per share (equivalent to an annual dividend rate of $2.05 per share). Beginning one year from the date of original issuance of each share of Series M Preferred Stock and on each one-year anniversary thereafter for such share of Series M Preferred Stock, the dividend rate shall increase by 0.10% per annum; provided, however, that the dividend rate for any share of Series M Preferred Stock shall not exceed 8.7% per annum of the Stated Value.

Dividends are payable on a monthly basis and in arrears on the 15th day of each month (or, if such payment date is not a business day, on the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year.

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

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

At the date of issuance, the carrying amount of the Series M Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.

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

September 30, 2025 December 31, 2024
Series M Preferred Stock $ 35,127 $ 36,916
Cumulative adjustments to Series M Preferred Stock (1) $ 1,794 $ 1,794

__________________

(1)    Reflects the excess of the redemption value over the accumulated carrying value.

The following table summarizes dividends declared (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Series M Preferred Stock $ 743 $ 836 $ 2,268 $ 2,636

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

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Series M Preferred Stock shares redeemed 18 28 77 241
Redemption amount, net of redemption fees $ 438 $ 696 $ 1,909 $ 6,018

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

  1. Related Party Transactions

Ashford Inc.

Advisory Agreement

Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc. Under our advisory agreement, we pay advisory fees to Ashford LLC. We pay a monthly base fee equal to 1/12 of the sum of (i) 0.70% of the total market capitalization of our company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our advisory agreement), if any, on the last day of the prior month during which our advisory agreement was in effect; provided, however, in no event shall the base fee for any month be less than the minimum base fee as provided by our advisory agreement. The base fee is payable on the fifth business day of each month.

The minimum base fee for Braemar for each month will be equal to the greater of:

▪90% of the base fee paid for the same month in the prior year; and

▪1/12 of the G&A Ratio (as defined) multiplied by the total market capitalization of Braemar.

We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a stub period if the advisory agreement is terminated at other than year-end). Each year that our annual total stockholder return exceeds the average annual total stockholder return for our peer group, we pay Ashford LLC an incentive fee over the following three years, subject to the Fixed Charge Coverage Ratio (“FCCR”) Condition, as defined in the advisory agreement, which relates to the ratio of adjusted EBITDA to fixed charges. We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the advisory agreement. We also recorded equity-based compensation expense for equity grants of common stock, PSUs and LTIP units awarded to officers and employees of Ashford LLC in connection with providing advisory services.

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

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Advisory services fee
Base advisory fee $ 3,539 $ 3,505 $ 10,592 $ 10,168
Reimbursable expenses (1) 3,825 3,231 10,403 8,457
Equity-based compensation (2) 75 427 (24) 2,418
Incentive fee 476 1,464 746 2,112
Total $ 7,915 $ 8,627 $ 21,717 $ 23,155

________

(1)Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services and deferred cash awards.

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

On each of March 11, 2024 and March 10, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (collectively, the “Advisory Agreement Limited Waivers”). Pursuant to the Advisory Agreement Limited Waivers, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during calendar years 2024 and 2025, respectively, cash incentive compensation to employees and other representatives of the Advisor.

Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage which includes workers’ compensation, general liability and auto liability coverages. The hotel management companies procure workers’ compensation insurance, the expenses of which are passed through to the Company. Under the advisory agreement and hotel management agreements, Ashford Inc. secures general liability and auto liability policies to cover Ashford Trust, Braemar, Stirling OP, their hotel managers, as needed, and Ashford Inc. The total cost estimates covered by such policies are based on the collective pool of risk exposures from each party. Ashford Inc. delegates the management of the casualty insurance program to Warwick Insurance Company, LLC (“Warwick”), a subsidiary of Ashford Inc. which issues policies covering general liability, workers’ compensation and auto liability

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

On August 26, 2025, Braemar entered into an agreement with Ashford Inc. 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. The $17.0 million payment is presented in “deposit paid to Ashford Inc.” on the condensed consolidated balance sheet.

Lismore

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

For the three and nine months ended September 30, 2025, we incurred fees from Lismore or its subsidiaries of $0 and $1.7 million, respectively. For the three and nine months ended September 30, 2024, we incurred fees from Lismore or its subsidiaries of $1.8 million and $2.9 million, respectively.

Ashford Securities

The Company, Ashford Trust, and Ashford Inc. are party to the Fourth Amended and Restated Contribution Agreement with respect to funding certain expenses of Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). As of September 30, 2025 and December 31, 2024, Braemar has funded approximately $12.9 million and has a pre-funded balance of $797,000 that is included in “other assets” on the condensed consolidated balance sheet. During the first quarter of 2024, there was a true-up of the funding requirement based on the aggregate capital raised that resulted in a credit to expense of $5.6 million for the nine months ended September 30, 2024.

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

Three Months Ended September 30, Nine Months Ended September 30,
Line Item 2025 2024 2025 2024
Corporate, general and administrative $ — $ — $ — $ (5,624)

Design and Construction Services

Premier Project Management LLC (“Premier”), a subsidiary of Ashford Inc., provides design and construction services to our hotels, including construction management, interior design, architectural services, and the purchasing, freight management and supervision of installation of FF&E and related services. Pursuant to the design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4% of project costs; and (b) for the following services: (i) architectural (6.5% of total construction costs); (ii) construction management for projects without a general contractor (10% of total construction costs); (iii) interior design (6% of the purchase price of the FF&E designed or selected by Premier); and (iv) FF&E purchasing (8% of the purchase price of FF&E purchased by Premier; provided that if the purchase price exceeds $2.0 million for a single hotel in a calendar year, then the purchasing fee is reduced to 6% of the FF&E purchase price in excess of $2.0 million for such hotel in such calendar year). Such fees are payable monthly as the service is delivered based on percentage complete, as reasonably determined by Premier for each service, or payable as set forth in other agreements.

Hotel Management Services

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

We pay monthly hotel management fees equal to the greater of approximately $18,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, as well as annual incentive management fees, if certain operational criteria were met, and other general and administrative expense reimbursements primarily related to accounting services. Our hotel management agreement also requires that we fund property-level operating costs, including the hotel manager's payroll and related costs.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Investment in OpenKey

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

As of September 30, 2025 and December 31, 2024, the Company had made equity investments in OpenKey totaling $2.9 million resulting in an ownership interest of 7.9% accounted for under the equity method of accounting. During the fourth quarter of 2024, we determined that the estimated fair value of the investment in OpenKey was less than our carrying amount and fully impaired our investment as of December 31, 2024.

The Company also entered into a loan funding agreement with Ashford Inc. and OpenKey. The loan bears interest at an annual rate of 15%. During the fourth quarter of 2024, we determined that the full amount of the note receivable was not collectible, the note receivable was impaired and the recognition of interest income ceased. As of September 30, 2025 and December 31, 2024, the carrying amount of the loan was $145,000 included in “investment of unconsolidated entity” on our condensed consolidated balance sheets.

  1. Commitments and Contingencies

Restricted Cash—Under certain management and debt agreements for our hotel properties existing at September 30, 2025, escrow payments are required for insurance, real estate taxes and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 3% to 5% of gross revenues for capital improvements.

Franchise Fees—We currently have two hotel properties that operate under franchise agreements. The Cameo Beverly Hills franchise agreement has a 25-year term. The term begins upon the completion of conversion of the Cameo Beverly Hills. Under the terms of the agreement, we will pay: (i) 3% of gross rooms revenue for the preceding calendar month during the first three years of the agreement; (ii) 4% of gross rooms revenue for the preceding calendar month during year four; and (iii) 5% of the gross rooms revenue for the preceding calendar month for the remainder of the term. As of September 30, 2025, we are currently paying 3% of gross revenues for the Cameo Beverly Hills.

Under the franchise agreement for the Sofitel Chicago Magnificent Mile, we pay franchisor royalty fees of 4.4% of gross rooms revenue. Additionally, we pay a marketing fee of 1.5% of gross rooms revenue. This franchise agreement expires in 2041, with extension options.

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

Three Months Ended September 30, Nine Months Ended September 30,
Line Item 2025 2024 2025 2024
Other hotel expenses $ 416 $ 84 $ 939 $ 258

Management Fees—Under hotel management agreements for our hotel properties existing at September 30, 2025, we pay a monthly hotel management fee equal to the greater of approximately $18,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases, 2.3% to 5.0% of gross revenues, as well as annual incentive management fees, if applicable. These management agreements expire from November 2029 through December 2065, with renewal options. If we terminate a management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term, liquidated damages or, in certain circumstances, we may substitute a new management agreement. Our hotel management agreements also require that we fund property-level operating costs, including the hotel manager's payroll and related costs.

Income Taxes—We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2020 through 2024 remain subject to potential examination by certain federal and state taxing authorities.

Litigation—On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects two hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt-out of the class; however, the total number of employees in the

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

class has not been definitively determined and is the subject of continuing discovery. The opt-out period has been extended until such time that discovery has concluded. In May 2023, the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed, or the class de-certified. After submission of the briefs, the court requested that the parties submit stipulations for the court to rule upon. On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks. A tentative settlement in the amount of $850,000 was reached on February 14, 2025. Final court approval was obtained on September 12, 2025. Braemar’s portion of the settlement is 11.7%. The case is now in the settlement administration phase. As of September 30, 2025, the settlement liability amount has been accrued.

On June 8, 2022, a lawsuit was filed against various Hilton entities on behalf of a class of all hourly employees at all Hilton-branded managed properties in California, including Hilton La Jolla Torrey Pines. The complaint includes claims for unpaid wages, meal and rest break violations, and unreimbursed business expenses, along with various derivative claims including wage statement, final pay, and Private Attorneys General Act (“PAGA”) claims. On November 30, 2023, Hilton mediated this litigation, but it did not result in a settlement. At the end of the mediation, the mediator submitted a mediator’s proposal for approximately $3.5 million, to which the parties have since agreed to. The allocation to Hilton La Jolla Torrey Pines is approximately $401,000, which was accrued as of September 30, 2025. A hearing on a motion for preliminary approval of the settlement was held on October 27, 2025. The Court issued a tentative ruling granting the motion for preliminary approval of settlement and scheduled a hearing for final approval on April 20, 2026.

On August 4, 2020, a lawsuit, Benjamin Zermeno v. Beverly Hills Marriott, was filed in Alameda County Superior Court as a PAGA representative action alleging various wage and hour violations of all Remington Hospitality managed California properties. The plaintiff’s individual claims were compelled to arbitration. On August 18, 2022, another lawsuit, Cristina Catalano v. Beverly Hills Marriott and Mr. C, was filed as a PAGA representative action alleging various wage and hour violations of all Remington Hospitality managed California properties. The co-defendant separately settled and the individual arbitration has also settled. A private mediation was held on December 27, 2024 to globally resolve the three outstanding matters. A tentative settlement was reached subject to court approval. As of September 30, 2025, the estimated settlement liability amount has been accrued.

We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the Americans with Disabilities Act and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flow.

During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain personal information. We have completed an investigation and have identified certain information that may have been exposed and notified potentially impacted individuals pursuant to applicable state guidelines. All systems have been restored. In February of 2024, two class action lawsuits were filed, one in the U.S. District Court for the Northern District of Texas and a second in the 68th District Court for Dallas County related to the cyber incident. The lawsuit filed in the 68th District Court was subsequently dismissed and refiled in the U.S. District Court for the Northern District of Texas. On March 12, 2024, the court ordered the two cases be consolidated. The consolidated case is currently pending in the U.S. District Court for the Northern District of Texas. The parties have reached an agreement, subject to final Court approval, to resolve the class action suit. The amount of the class settlement is approximately $485,000. Final court approval was received on September 3, 2025.

Our assessment may change depending upon the development of any current or future legal proceedings, and the final results of such legal proceedings cannot be predicted with certainty. If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods.

  1. Segment Reporting

We operate in one reportable business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refers to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments; (i) offer similar products and services to their customers in the form of hotel rooms, food and beverage, and ancillary services: (ii) utilize third-party hotel management companies to deliver its products and services to its customers; (iii) are designed and operated to appeal to similar

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

individuals, groups, leisure, and business customers; and (iv) have third-party hotel managers that utilize the same methods (direct hotel sales and various online booking portals) to distribute the Company’s products and services. As of September 30, 2025 and December 31, 2024, all of our hotel properties were in the U.S. and its territories. The Company’s chief operating decision maker (“CODM”) is its President and Chief Executive Officer.

Each hotel property derives revenue primarily from guestroom sales, food and beverage sales, and revenues from other lodging services and amenities. The accounting policies of each operating segment are the same as those described in the summary of significant accounting policies in note 2 of the consolidated financial statements included in our 2024 Annual Report on Form 10-K.

The CODM reviews and makes decisions on all aspects of the Company’s business using all available financial and non-financial data for each hotel individually. Capital allocation decisions to acquire, sell, enhance, redevelop, or perform renewal and replacement expenditures are determined on a hotel-by-hotel basis. Specifically, the CODM reviews the results of each hotel to assess the hotel’s profitability. The key measure the CODM uses to allocate resources and assess performance is individual hotel net income (loss) before interest expense, income taxes, depreciation, and amortization, adjusted to exclude certain items determined by management to not be reflective of its ongoing operating performance or incurred in the normal course of business (Hotel Adjusted EBITDA). The adjustments include gains and losses on hotel dispositions, impairment charges, pre-opening costs associated with extensive renovation projects, property-level legal settlements, restructuring, severance, and management transition costs, and other expenses identified by management to be non-recurring. The CODM does not regularly review asset information by segment.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
REVENUE
Rooms $ 85,701 $ 92,427 $ 331,617 $ 347,206
Food and beverage 36,637 34,781 133,996 135,891
Other hotel revenue 21,218 21,190 72,840 71,967
Total hotel revenue $ 143,556 $ 148,398 $ 538,453 $ 555,064
EXPENSES
Hotel expenses:
Rooms $ 24,728 $ 25,548 $ 80,232 $ 81,288
Food and beverage 30,685 31,998 106,662 109,379
Direct expenses 7,236 7,263 24,903 25,002
Indirect expenses:
Property, general and administration 14,364 14,873 45,228 47,120
Sales and marketing 11,138 11,639 36,868 37,644
Information and telecommunications systems 1,969 2,141 5,928 6,261
Repairs and maintenance 7,802 7,494 23,627 23,062
Energy 6,148 6,093 17,899 17,838
Lease expense 634 807 1,756 3,463
Ownership expenses 995 690 3,149 2,627
Incentive management fee (187) 219 5,263 6,430
Management fees 4,337 4,635 16,498 17,372
Property taxes 4,405 5,712 14,358 16,625
Other taxes 331 309 1,098 1,154
Insurance 3,409 3,927 10,888 12,692
Total expenses 117,994 123,348 394,357 407,957
Hotel adjusted EBITDA $ 25,562 $ 25,050 $ 144,096 $ 147,107
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Hotel adjusted EBITDA $ 25,562 $ 25,050 $ 144,096 $ 147,107
Ownership expenses included in other hotel expenses (1,667) (81) (3,966) (84)
Ownership expenses included in property taxes, insurance and other (66) (37) (224) (269)
Management fees (103) (234) (393) (541)
Depreciation and amortization (23,164) (25,078) (69,919) (75,192)
Advisory services fee (7,915) (8,627) (21,717) (23,155)
Corporate, general and administrative (3,811) (8,874) (4,407) (11,105)
Gain (loss) on disposition of assets and hotel properties 40,970 88,210 40,970 88,210
Equity in earnings (loss) of unconsolidated entities — (80) — (214)
Interest income 1,494 2,660 4,901 4,528
Other income (expense) — — (1,250) —
Interest expense and amortization of discounts and loan costs (25,188) (27,911) (75,376) (81,687)
Write-off of loan costs and exit fees (366) (5,292) (1,833) (6,095)
Gain (loss) on extinguishment of debt (1,553) — (1,553) (22)
Realized and unrealized gain (loss) on derivatives (118) (735) (301) 523
Income tax (expense) benefit 648 864 (474) (474)
Net income (loss) $ 4,723 $ 39,835 $ 8,554 $ 41,530
  1. Subsequent Event

On November 6, 2025, we sold The Clancy pursuant to an Agreement of Purchase and Sale, entered into effective October 6, 2025, for $115.0 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $64.7 million on the mortgage loan that was partially secured by the hotel property. The net carrying value of the land, building and furniture, fixtures and equipment was approximately $66.9 million as of September 30, 2025.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains registered trademarks that are the exclusive property of their respective owners, which are companies other than us, including Marriott International®, Hilton Worldwide®, Sofitel®, Hyatt® and Accor®.

FORWARD-LOOKING STATEMENTS

Throughout this Form 10-Q, we make forward-looking statements that are subject to risks and uncertainties. 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 or sales of assets;

•our projected operating results;

•completion of any pending transactions;

•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. Additionally, the following factors could cause actual results to vary from our forward-looking statements:

•the factors discussed in our Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2025 (the “2024 10-K”), including those set forth under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Properties” and other filings under the Exchange Act;

•changes in interest rates and inflation;

•macroeconomic conditions, such as a prolonged period of weak economic growth, and volatility in capital markets;

•uncertainty in the business sector and market volatility;

•catastrophic events or geopolitical conditions, such as the conflict between Russia and Ukraine and the more recent Israel-Hamas war and changes to tariffs or trade policies;

•extreme weather conditions, which may cause property damage or interrupt business;

•our ability to raise sufficient capital and/or take other actions to improve our liquidity position or otherwise meet our liquidity requirements;

•general volatility of the capital markets and the market price of our common and preferred stock;

•general business and economic conditions affecting the lodging and travel industry;

•changes in our business or investment strategy;

•availability, terms and deployment of capital;

•risks associated with our ability to effectuate our dividend policy, including factors such as operating results and the economic outlook influencing our board’s decision whether to pay further dividends at levels previously disclosed or to use available cash to pay dividends;

•unanticipated increases in financing and other costs, including changes in interest rates;

•changes in our industry and the markets in which we operate, interest rates, or local economic conditions;

•the degree and nature of our competition;

•actual and potential conflicts of interest with Ashford Trust, Ashford Inc. and its subsidiaries (including Ashford LLC, Remington Hospitality and Premier), Stirling Hotels & Resorts, Inc. (“Stirling Inc.”), and our executive officers and our non-independent directors;

•changes in personnel of Ashford LLC or the lack of availability of qualified personnel;

•changes in governmental regulations, accounting rules, tax rates and similar matters;

•legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Code”) and related rules, regulations and interpretations governing the taxation of REITs, including impacts from the One Big Beautiful Bill Act;

•limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes; and

•future sales and issuances of our common stock or other securities, which might result in dilution and could cause the price of our common stock to decline.

When considering forward-looking statements, you should keep in mind the matters summarized under “Item 1A. Risk Factors” in Part I of our 2024 10-K and this Form 10-Q, and the discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, could cause our actual results and performance to differ significantly from those contained in our forward-looking statements. Accordingly, we cannot guarantee future results or performance. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Form 10-Q. Furthermore, we do not intend to update any of our forward-looking statements after the date of this Form 10-Q to conform these statements to actual results and performance, except as may be required by applicable law.

Overview

We are a Maryland corporation formed in April 2013 that invests primarily in high revenue per available room (“RevPAR”), luxury hotels and resorts. High RevPAR, for purposes of our investment strategy, means RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined by STR, LLC. Two times the U.S. national average was $199 for the year ended December 31, 2024. We have elected to be taxed as a REIT under the Code. We conduct our business and own substantially all of our assets through our operating partnership, Braemar OP.

We operate in the direct hotel investment segment of the hotel lodging industry. As of September 30, 2025, we owned interests in 14 hotel properties in six states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 3,438 total rooms, or 3,298 net rooms, excluding those attributable to our joint venture partner. 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 13 of our hotel properties directly and one hotel property through an investment in a majority-owned consolidated entity.

We are advised by Ashford Hospitality Advisors 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 September 30, 2025, Remington Hospitality, a subsidiary of Ashford Inc., managed five of our 14 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 and cash management services.

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 September 30, 2025, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 51.5% 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 4,491,456 shares of Ashford Inc. common stock, which if converted as of September 30, 2025, would have increased the Bennetts’ ownership interest in Ashford Inc. to 87.4%. 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 September 30, 2025, those rights represented approximately 565,000 common shares.

As of September 30, 2025, Mr. Monty J. Bennett and Mr. Archie Bennett, Jr., together owned approximately 2,825,398 shares of our common stock (including common units, LTIP and performance LTIP units), which represented an approximate 3.8% ownership in the Company.

Recent Developments

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. 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 tax provisions in the OBBBA did not have a material impact on our consolidated financial statements.

On July 25, 2025, we amended the mortgage loan secured by The Ritz-Carlton Lake Tahoe. Terms of the amendment included extending the maturity date from July 2025 to July 2026.

On August 7, 2025, we sold the Marriott Seattle Waterfront hotel pursuant to an Agreement of Purchase and Sale, entered into effective July 3, 2025, for $145 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $88.4 million on the mortgage loan that was partially secured by the hotel property.

On August 15, 2025, the Company refinanced its $140.0 million mortgage loan secured by the Four Seasons Scottsdale which had an interest rate of SOFR + 3.75% and a final maturity date in December 2028. The new non-recourse loan has a balance of $180.0 million and bears interest at a floating rate of SOFR + 3.00%. The new loan has a three-year initial term with two, one-year extension options, subject to the satisfaction of certain conditions.

On August 25, 2025, Braemar, Ashford Trust, and Ashford Inc. (collectively, the “Company Group”) entered into a cooperation agreement (the “Agreement”) with Babak “Bob” Ghassemieh and certain related parties of Mr. Ghassemieh (together with the other signatories other than the Company Group, the “Ghassemieh Group”).

Pursuant to the Agreement, the Company appointed Mr. Ghassemieh to the Company’s board of directors (the “Board”) and the Ghassemieh Group agreed to withdraw the notice delivered to the Company on June 2, 2025, purporting to nominate director candidates to the Board. In addition, the Company agreed to nominate Mr. Ghassemieh or a Replacement Director (as defined below) for election at the Company’s 2025 and 2026 annual stockholder meetings.

The Agreement provides the Ghassemieh Group rights to a replacement director (a “Replacement Director”) selected by the Board from a specified list of individuals in the event that Mr. Ghassemieh ceases to serve as a director under certain circumstances. These replacement rights fall away if the Ghassemieh Group ceases to hold the Minimum Ownership Threshold (as defined below). Additionally, pursuant to the terms of the Agreement, Mr. Ghassemieh and, if applicable, any Replacement Director, will be required to deliver to the Company an irrevocable resignation letter pursuant to which he or she will resign from the Board and all applicable committees thereof effective immediately if the Ghassemieh Group (i) ceases to hold at least the lesser of 3% of the Company’s then-outstanding common stock and 2,046,583 shares of the Company’s common stock (such lesser amount, the “Minimum Ownership Threshold”) or (ii) if a member of the Ghassemieh Group or certain related parties breach the Agreement or the Company’s policies (subject to cure).

Pursuant to the Agreement, the Ghassemieh Group has agreed to abide by certain standstill restrictions, voting commitments (subject to exceptions for certain extraordinary transactions) and other provisions with respect to the members of the Company Group, including a mutual non-disparagement provision, each of which will remain in effect until the later of (i) the date of the Company’s 2026 Annual Meeting of Stockholders and (ii) the date that is three months after the last day that Mr. Ghassemieh (or a Replacement Director) is a member of the Board.

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 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.

Key Indicators of Operating Performance

We use a variety of operating and other information to evaluate the operating performance of our business. These key indicators include financial information that is prepared in accordance with GAAP, as well as other financial measures that are non-GAAP measures. In addition, we use other information that may not be financial in nature, including statistical information and comparative data. We use this information to measure the operating performance of our individual hotels, groups of hotels and/or business as a whole. We also use these metrics to evaluate the hotels in our portfolio and potential acquisitions to determine each hotel’s contribution to cash flow and its potential to provide attractive long-term total returns. These key indicators include:

•Occupancy. Occupancy means the total number of hotel rooms sold in a given period divided by the total number of rooms available. Occupancy measures the utilization of our hotels’ available capacity. We use occupancy to measure demand at a specific hotel or group of hotels in a given period.

•ADR. ADR means average daily rate and is calculated by dividing total hotel rooms revenues by total number of rooms sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. We use ADR to assess the pricing levels that we are able to generate.

•RevPAR. RevPAR means revenue per available room and is calculated by multiplying ADR by the average daily occupancy. RevPAR is one of the commonly used measures within the hotel industry to evaluate hotel operations. RevPAR does not include revenues from food and beverage sales or parking, telephone or other non-rooms revenues generated by the property. Although RevPAR does not include these ancillary revenues, it is generally considered the leading indicator of core revenues for many hotels. We also use RevPAR to compare the results of our hotels between periods and to analyze results of our comparable hotels (comparable hotels represent hotels we have owned for the entire period). RevPAR improvements attributable to increases in occupancy are generally accompanied by increases in most categories of variable operating costs. RevPAR improvements attributable to increases in ADR are generally accompanied by increases in limited categories of operating costs, such as management fees and franchise fees.

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 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.

Occupancy, ADR and RevPAR are commonly used measures within the lodging industry to evaluate operating performance. RevPAR is an important statistic for monitoring operating performance at the individual hotel level and across our entire business. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a regional and company-wide basis. ADR and RevPAR include only rooms revenue. Rooms revenue is dictated by demand (as measured by occupancy), pricing (as measured by ADR) and our available supply of hotel rooms.

We also use funds from operations (“FFO”), Adjusted FFO, earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”) and Adjusted EBITDAre as measures of the operating performance of our business. See “Non-GAAP Financial Measures.”

RESULTS OF OPERATIONS

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The following table summarizes changes in key line items from our condensed consolidated statements of operations for three months ended September 30, 2025 and 2024 (in thousands except percentages):

Three Months Ended September 30, Favorable (Unfavorable)
2025 2024 Change % Change
Revenue
Rooms $ 85,701 $ 92,427 (7.3) %
Food and beverage 36,637 34,781 1,856 5.3
Other 21,218 21,190 28 0.1
Total revenue 143,556 148,398 (4,842) (3.3)
Expenses
Hotel operating expenses:
Rooms 24,728 25,548 820 3.2
Food and beverage 30,685 31,998 1,313 4.1
Other expenses 51,766 51,300 (466) (0.9)
Management fees 4,440 4,869 429 8.8
Total hotel operating expenses 111,619 113,715 2,096 1.8
Property taxes, insurance and other 8,211 9,985 1,774 17.8
Depreciation and amortization 23,164 25,078 1,914 7.6
Advisory services fee 7,915 8,627 712 8.3
Corporate general and administrative 3,811 8,874 5,063 57.1
Total expenses 154,720 166,279 11,559 7.0
Gain (loss) on disposition of assets and hotel properties 40,970 88,210 (47,240) (53.6)
Operating income (loss) 29,806 70,329 (40,523) 57.6
Equity in earnings (loss) of unconsolidated entity — (80) 80 100.0
Interest income 1,494 2,660 (1,166) (43.8)
Interest expense and amortization of discounts and loan costs (25,188) (27,911) 2,723 9.8
Write-off of loan costs and exit fees (366) (5,292) 4,926 93.1
Gain (loss) on extinguishment of debt (1,553) — (1,553)
Realized and unrealized gain (loss) on derivatives (118) (735) 617 83.9
Income (loss) before income taxes 4,075 38,971 (34,896) (89.5)
Income tax (expense) benefit 648 864 (216) (25.0)
Net income (loss) 4,723 39,835 (35,112) (88.1)
(Income) loss attributable to noncontrolling interest in consolidated entities 412 (27,363) (27,775) (101.5)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 607 124 483 (389.5)
Net income (loss) attributable to the Company $ 5,742 $ 12,596 (54.4) %

All values are in US Dollars.

All hotel properties owned for the three months ended September 30, 2025 and 2024 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 September 30, 2025 and 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 dispositions affect reporting comparability related to our condensed consolidated financial statements:

Hotel Property Location Type Date
Hilton La Jolla Torrey Pines La Jolla, California Disposition July 17, 2024
Marriott Seattle Waterfront Seattle, Washington Disposition August 7, 2025

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 September 30, 2025 and 2024:

Three Months Ended September 30,
2025 2024
Occupancy 65.24 % 68.50 %
ADR (average daily rate) $ 395.60 $ 376.20
RevPAR (revenue per available room) $ 258.10 $ 257.70
Rooms revenue (in thousands) $ 85,701 $ 92,427
Total hotel revenue (in thousands) $ 143,556 $ 148,398

The following table illustrates the key performance indicators of the 14 hotel properties that were owned for the full three months ended September 30, 2025 and 2024:

Three Months Ended September 30,
2025 2024
Occupancy 64.25 % 66.34 %
ADR (average daily rate) $ 394.58 $ 377.91
RevPAR (revenue per available room) $ 253.50 $ 250.71
Rooms revenue (in thousands) $ 80,719 $ 79,829
Total hotel revenue (in thousands) $ 137,424 $ 132,466

Net Income (Loss) Attributable to the Company. Net income attributable to the Company decreased $6.9 million, from $12.6 million for the three months ended September 30, 2024 (the “2024 quarter”) to $5.7 million for the three months ended September 30, 2025 (the “2025 quarter”), as a result of the factors discussed below.

Rooms Revenue. Rooms revenue decreased $6.7 million, or 7.3%, to $85.7 million during the 2025 quarter compared to the 2024 quarter primarily due to the sales of Marriott Seattle in August 2025 and Hilton La Jolla Torrey Pines in July 2024. During the 2025 quarter, our 14 comparable hotel properties experienced a 209 basis point decrease in occupancy and a 4.4% increase in room rates.

Fluctuations in rooms revenue between the 2025 quarter and the 2024 quarter are a result of the changes in occupancy and ADR between the 2025 quarter and the 2024 quarter as reflected in the table below (dollars in thousands):

Hotel Property Favorable (Unfavorable)
Rooms Revenue Occupancy <br>(change in bps) ADR (change in %)
Comparable
Capital Hilton $ (1,080) (688) (2.8) %
The Notary Hotel (1,284) (862) (6.0) %
The Clancy 1,596 632 11.6 %
Sofitel Chicago Magnificent Mile (97) (270) 2.3 %
Pier House Resort & Spa 81 461 (4.6) %
The Ritz-Carlton St. Thomas (2) (592) (890) 8.6 %
Park Hyatt Beaver Creek Resort & Spa (1) (676) (1,302) 4.4 %
Hotel Yountville (1) (159) (395) 0.9 %
The Ritz-Carlton Sarasota (191) 144 (5.7) %
Bardessono Hotel and Spa 169 522 (3.2) %
The Ritz-Carlton Lake Tahoe (2) 1,361 1,191 2.0 %
Cameo Beverly Hills (1) (523) (1,503) 0.4 %
The Ritz-Carlton Reserve Dorado Beach 1,419 745 5.2 %
Four Seasons Resort Scottsdale 865 783 2.0 %
Total $ 889 (209) 4.4 %
Non Comparable
Hilton La Jolla Torrey Pines (1,374) n/a n/a
Marriott Seattle Waterfront (6,241) 270 7.2 %
Total

________

(1)This hotel was under renovation during the 2025 quarter.

(2)This hotel was under renovation during the 2024 quarter.

Food and Beverage Revenue. Food and beverage revenue increased $1.9 million, or 5.3%, to $36.6 million during the 2025 quarter compared to the 2024 quarter. This increase is attributable to an aggregate increase of $5.4 million at nine comparable hotel properties, partially offset by a decrease of $2.3 million at The Ritz-Carlton St. Thomas, The Notary Hotel, Cameo Beverly Hills, Sofitel Chicago Magnificent Mile and Hotel Yountville and a decrease of $1.2 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines.

Other Hotel Revenue. Other hotel revenue, which consists mainly of condo management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, increased $28,000, or 0.1%, to $21.2 million during the 2025 quarter compared to the 2024 quarter. This increase is attributable to an aggregate increase of $1.9 million at seven comparable hotel properties, partially offset by a decrease of $959,000 due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and a decrease of $868,000 at Four Seasons Resort Scottsdale, Cameo Beverly Hills, Park Hyatt Beaver Creek Resort & Spa, The Ritz-Carlton St. Thomas, The Clancy, Hotel Yountville and The Ritz-Carlton Reserve Dorado Beach.

Rooms Expense. Rooms expense decreased $820,000, or 3.2%, to $24.7 million in the 2025 quarter compared to the 2024 quarter. This decrease is primarily attributable to an aggregate decrease of $1.4 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and an aggregate decrease of $789,000 at five comparable hotel properties. These decreases are partially offset by an aggregate increase of $1.4 million at The Ritz-Carlton Reserve Dorado Beach, The Clancy, The Ritz-Carlton Lake Tahoe, Four Seasons Resort Scottsdale, The Ritz-Carlton Sarasota, Capital Hilton, Bardessono Hotel and Spa, Hotel Yountville and Cameo Beverly Hills.

Food and Beverage Expense. Food and beverage expense decreased $1.3 million, or 4.1%, to $30.7 million during the 2025 quarter compared to the 2024 quarter. This decrease is attributable to an aggregate decrease of $2.1 million at five comparable hotel properties and a decrease of $1.1 million from the two disposed hotel properties, partially offset by an aggregate increase of $1.9 million at The Ritz-Carlton Reserve Dorado Beach, The Ritz-Carlton Sarasota, The Ritz-Carlton Lake Tahoe, Capital Hilton, Park Hyatt Beaver Creek Resort & Spa, Hotel Yountville, The Notary Hotel, Pier House Resort & Spa and Sofitel Chicago Magnificent Mile.

Other Operating Expenses. Other operating expenses increased $466,000, or 0.9%, to $51.8 million in the 2025 quarter compared to the 2024 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 an increase of $493,000 in indirect expenses and incentive management fees and a decrease of $27,000 in direct expenses in the 2025 quarter as compared to the 2024 quarter. Direct expenses were 5.0% of total hotel revenue in the 2025 quarter and 4.9% in the 2024 quarter.

The increase in indirect expenses comprises increases in: (i) general and administrative costs of $1.2 million comprising an aggregate increase of $2.0 million at our 14 comparable hotel properties partially offset by a decrease of $778,000 from the two disposed hotel properties; (ii) repairs and maintenance of $314,000 comprising an aggregate increase of $622,000 at our 14 comparable hotel properties partially offset by a decrease of $308,000 from the two disposed hotel properties; and (iii) energy costs of $55,000 comprising an aggregate increase of $297,000 at our 14 comparable hotel properties, partially offset by a decrease of $242,000 from the two disposed hotel properties. These increases were partially offset by decreases in: (i) marketing costs of $502,000 comprising a decrease of $786,000 from the two disposed hotel properties partially offset by an aggregate increase of $284,000 at our 14 comparable hotel properties; (ii) incentive management fees of $406,000 comprising an aggregate decrease of $46,000 at our 14 comparable hotel properties and a decrease of $360,000 from the two disposed hotel properties; and (iii) lease expense of $176,000 comprising a decrease of $176,000 from the two disposed hotel properties.

The decrease in direct expenses is associated with lower direct expenses of approximately $292,000 at six comparable hotel properties and a decrease of $92,000 from the two disposed hotel properties. These decreases were partially offset by an aggregate increase of approximately $357,000 at The Ritz-Carlton Lake Tahoe, Four Seasons Resort Scottsdale, The Ritz-Carlton Sarasota, Sofitel Chicago Magnificent Mile, The Notary Hotel, Bardessono Hotel and Spa, The Ritz-Carlton Reserve Dorado Beach and Cameo Beverly Hills.

Management Fees. Base management fees decreased $429,000, or 8.8%, to $4.4 million in the 2025 quarter compared to the 2024 quarter. Base management fees decreased by $389,000 at eight comparable hotel properties and $294,000 from the two disposed hotel properties. These decreases were partially offset by an aggregate increase of $254,000 at The Clancy, The Ritz-Carlton Reserve Dorado Beach, Four Seasons Resort Scottsdale, The Ritz-Carlton Lake Tahoe, Pier House Resort & Spa and Hotel Yountville.

Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $1.8 million, or 17.8%, to $8.2 million in the 2025 quarter compared to the 2024 quarter. The decrease is primarily attributable to an aggregate decrease of approximately $316,000 at nine comparable hotel properties and a decrease of $1.9 million from the two disposed hotel properties. These decreases were partially offset by an aggregate increase of approximately $383,000 at the Sofitel Chicago Magnificent Mile, The Clancy, Pier House Resort & Spa, The Ritz-Carlton Sarasota and The Notary Hotel.

Depreciation and Amortization. Depreciation and amortization decreased $1.9 million, or 7.6%, to $23.2 million in the 2025 quarter compared to the 2024 quarter. There was an aggregate decrease of $2.1 million at six comparable hotel properties and a decrease of $2.1 million from the two disposed hotel properties, partially offset by an aggregate increase of $2.3 million at Park Hyatt Beaver Creek Resort & Spa, The Ritz-Carlton Sarasota, Cameo Beverly Hills, The Ritz-Carlton Lake Tahoe, The Ritz-Carlton Reserve Dorado Beach, Hotel Yountville, Four Seasons Resort Scottsdale and Bardessono Hotel and Spa.

Advisory Services Fee. Advisory services fee decreased $712,000, or 8.3%, to $7.9 million in the 2025 quarter compared to the 2024 quarter due to decreases of $988,000 in the incentive fee and $352,000 in equity-based compensation, partially offset by increases of $594,000 in reimbursable expenses and $34,000 in the base advisory fee.

In the 2025 quarter, we recorded an advisory services fee of $7.9 million, which included a base advisory fee of $3.5 million, reimbursable expenses of $3.8 million, incentive fee of $476,000 and $75,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.

In the 2024 quarter, we recorded an advisory services fee of $8.6 million, which included a base advisory fee of $3.5 million, reimbursable expenses of $3.2 million, incentive fee of $1.5 million, and equity-based compensation of $427,000.

Corporate General and Administrative. Corporate general and administrative expense was $3.8 million in the 2025 quarter and consisted of $3.5 million in professional fees, $632,000 of public company costs, and $93,000 of miscellaneous expenses. These expenses were partially offset by an expense reduction of $400,000 from an insurance recovery for prior legal expenses.

Corporate general and administrative expense was $8.9 million in the 2024 quarter and consisted of $1.6 million in professional fees, $6.0 million of reimbursed legal costs, $723,000 in miscellaneous expenses and $564,000 in public company costs.

Gain (loss) on disposition of assets and hotel property. In the 2025 quarter, we recorded a gain of approximately $41.0 million related to the sale of Seattle Marriott Waterfront. In the 2024 quarter, we recorded a gain of approximately $88.2 million related to the sale of Hilton La Jolla Torrey Pines.

Equity in Earnings (Loss) of Unconsolidated Entity. There was no equity in earnings (loss) of unconsolidated entity in the 2025 quarter as a result of impairing the OpenKey investment in the fourth quarter of 2024. In the 2024 quarter we recorded equity in loss of unconsolidated entity of $80,000 related to our investment in OpenKey.

Interest Income. Interest income was $1.5 million and $2.7 million in the 2025 quarter and 2024 quarter, respectively. The decrease in interest income in the 2025 quarter was primarily attributable to lower interest income associated with a tranche of CMBS included in investment in securities and lower cash balances in the 2025 quarter compared to the 2024 quarter.

Interest Expense and Amortization of Loan Costs. Interest expense and amortization of loan costs decreased $2.7 million, or 9.8%, to $25.2 million in the 2025 quarter compared to the 2024 quarter. This decrease is primarily due to lower interest expense from lower average interest rates and lower loan balances partially offset by higher amortization costs. The average SOFR rates for the 2025 quarter and the 2024 quarter were 4.35% and 5.17%, respectively.

Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $366,000 in the 2025 quarter primarily due to the Scottsdale loan modification. Write-off of loan costs and exit fees was $5.3 million in the 2024 quarter, primarily related to various loan modifications.

Gain (loss) on Extinguishment of Debt. In the 2025 quarter, we recognized a loss of $1.6 million from the write-off of deferred loan costs resulting from the paydown on the mortgage loan partially secured by the Marriott Seattle Waterfront in conjunction with the sale of the property. There was no such gain (loss) recognized in the 2024 quarter.

Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized loss on derivatives of $118,000 for the 2025 quarter consisted of an unrealized loss on interest rate caps of approximately $299,000, partially offset by a realized gain of $181,000 associated with payments received from counterparties on in-the-money interest rate caps.

Realized and unrealized loss on derivatives of $735,000 for the 2024 quarter consisted of an unrealized loss on interest rate caps of approximately $1.7 million, partially offset by a realized gain of $1.0 million associated with payments received from counterparties on in-the-money interest rate caps.

Income Tax (Expense) Benefit. Income tax benefit decreased $216,000, from $864,000 in the 2024 quarter to $648,000 in the 2025 quarter. This decrease was primarily due to a decrease in the taxable loss of certain of our TRS entities in the 2025 quarter compared to the 2024 quarter.

(Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities. Our noncontrolling interest partners in consolidated entities were allocated a loss of $412,000 and income of $27.4 million in the 2025 quarter and the 2024 quarter, respectively. The allocated income for the 2024 quarter includes our partner’s share of gain on the sale of the Hilton La Jolla Torrey Pines. At September 30, 2025, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity and a 25% ownership interest in a JV. At September 30, 2024, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity.

Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated a net loss of $607,000 and $124,000 in the 2025 quarter and the 2024 quarter, respectively. Redeemable noncontrolling interests in Braemar OP represented ownership interests of 6.91% and 8.05% as of September 30, 2025 and 2024, respectively.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The following table summarizes changes in key line items from our condensed consolidated statements of operations for the nine months ended September 30, 2025 and 2024 (in thousands except percentages):

Nine Months Ended September 30, Favorable (Unfavorable)
2025 2024 Change % Change
Revenue
Rooms $ 331,617 $ 347,206 (4.5) %
Food and beverage 133,996 135,891 (1,895) (1.4) %
Other 72,840 71,967 873 1.2 %
Total hotel revenue 538,453 555,064 (16,611) (3.0)
Expenses
Hotel operating expenses:
Rooms 80,232 81,288 1,056 1.3
Food and beverage 106,662 109,379 2,717 2.5
Other expenses 168,587 169,531 944 0.6
Management fees 16,891 17,913 1,022 5.7
Total hotel operating expenses 372,372 378,111 5,739 1.5
Property taxes, insurance and other 26,568 30,740 4,172 13.6
Depreciation and amortization 69,919 75,192 5,273 7.0
Advisory services fee 21,717 23,155 1,438 6.2
Corporate general and administrative 4,407 11,105 6,698 60.3
Total expenses 494,983 518,303 23,320 4.5
Gain (loss) on disposition of assets and hotel properties 40,970 88,210 (47,240) (53.6)
Operating income (loss) 84,440 124,971 (40,531) (32.4)
Equity in earnings (loss) of unconsolidated entity — (214) 214 100.0
Interest income 4,901 4,528 373 8.2
Other income (expense) (1,250) — (1,250)
Interest expense and amortization of discounts and loan costs (75,376) (81,687) 6,311 7.7
Write-off of loan costs and exit fees (1,833) (6,095) 4,262 69.9
Gain (loss) on extinguishment of debt (1,553) (22) (1,531) (6,959.1)
Realized and unrealized gain (loss) on derivatives (301) 523 (824) (157.6)
Income (loss) before income taxes 9,028 42,004 (32,976) (78.5)
Income tax (expense) benefit (474) (474) — —
Net income (loss) 8,554 41,530 (32,976) (79.4)
(Income) loss attributable to noncontrolling interest in consolidated entities 361 (26,317) (26,678) (101.4)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 2,358 1,747 (611) (35.0)
Net income (loss) attributable to the Company $ 11,273 $ 16,960 (33.5) %

All values are in US Dollars.

All hotel properties owned for the nine months ended September 30, 2025 and 2024 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 nine months ended September 30, 2025 and 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 disposition affects reporting comparability related to our condensed consolidated financial statements:

Hotel Property Location Type Date
Hilton La Jolla Torrey Pines La Jolla, California Disposition July 17, 2024
Marriott Seattle Waterfront Seattle, Washington Disposition August 7, 2025

The following table illustrates the key performance indicators of all hotel properties that were included in our results of operations during the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,
2025 2024
Occupancy 67.26 % 68.91 %
ADR (average daily rate) $ 480.86 $ 446.95
RevPAR (revenue per available room) $ 323.44 $ 308.00
Rooms revenue (in thousands) $ 331,617 $ 347,206
Total hotel revenue (in thousands) $ 538,453 $ 555,064

The following table illustrates the key performance indicators of the 14 comparable hotel properties that were owned for the full nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,
2025 2024
Occupancy 66.61 % 67.41 %
ADR (average daily rate) $ 497.57 $ 480.71
RevPAR (revenue per available room) $ 331.45 $ 324.03
Rooms revenue (in thousands) $ 313,175 $ 307,236
Total hotel revenue (in thousands) $ 514,685 $ 496,609

Net Income (Loss) Attributable to the Company. Net income attributable to the Company decreased $5.7 million from $17.0 million for the nine months ended September 30, 2024 (the “2024 period”) to $11.3 million for the nine months ended September 30, 2025 (the “2025 period”), as a result of the factors discussed below.

Rooms Revenue. Rooms revenue decreased $15.6 million to $331.6 million during the 2025 period compared to the 2024 period primarily due to the sales of Marriott Seattle Waterfront in August 2025 and Hilton La Jolla Torrey Pines in July 2024. During the 2025 period, our 14 comparable hotel properties experienced a 3.5% increase in room rates and an 80 basis point decrease in occupancy compared to the 2024 period.

Fluctuations in rooms revenue between the 2025 period and the 2024 period are a result of the changes in occupancy and ADR between the 2025 period and the 2024 period as reflected in the table below (dollars in thousands):

Hotel Property Favorable (Unfavorable)
Rooms Revenue Occupancy <br>(change in bps) ADR<br>(change in %)
Comparable
Capital Hilton (2) $ (100) (424) 5.5 %
The Notary Hotel (387) (104) — %
The Clancy 3,721 307 11.1 %
Sofitel Chicago Magnificent Mile (172) (239) 3.0 %
Pier House Resort & Spa 106 246 (2.4) %
The Ritz-Carlton St. Thomas (2) (2,753) (584) 1.3 %
Park Hyatt Beaver Creek Resort & Spa (1) (474) (757) 12.4 %
Hotel Yountville (1) (908) (684) 0.8 %
The Ritz-Carlton Sarasota (2) (1,604) 94 (6.4) %
Bardessono Hotel and Spa (2) 209 393 (3.8) %
The Ritz-Carlton Lake Tahoe (2) 2,418 500 2.8 %
Cameo Beverly Hills (735) (567) (1.5) %
The Ritz-Carlton Reserve Dorado Beach 4,555 716 0.4 %
Four Seasons Resort Scottsdale 2,062 577 (2.6) %
Total $ 5,938 (80) 3.5 %
Non-comparable
Hilton La Jolla Torrey Pines $ (15,501) n/a n/a
Marriott Seattle Waterfront (6,026) (31) (4.9) %

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(1)This hotel was under renovation during the 2025 period.

(2)This hotel was under renovation during the 2024 period.

Food and Beverage Revenue. Food and beverage revenue decreased $1.9 million, or 1.4%, to $134.0 million during the 2025 period compared to the 2024 period. We experienced an aggregate decrease in food and beverage revenue of $4.0 million at six comparable hotel properties and a decrease of $9.7 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of approximately $11.8 million at The Ritz-Carlton Lake Tahoe, Four Seasons Resort Scottsdale, The Ritz-Carlton Reserve Dorado Beach, The Ritz-Carlton Sarasota, Pier House Resort & Spa, Bardessono Hotel and Spa, The Notary Hotel and Hotel Yountville.

Other Hotel Revenue. Other hotel revenue, which consists mainly of condominium management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, increased $873,000, or 1.2%, to $72.8 million during the 2025 period compared to the 2024 period. This increase is attributable to higher other hotel revenue of $5.8 million at eight comparable hotel properties. These increases were partially offset by a decrease of $3.4 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and an aggregate decrease of approximately $1.4 million at Park Hyatt Beaver Creek Resort & Spa, The Ritz-Carlton St. Thomas, Four Seasons Resort Scottsdale, Cameo Beverly Hills, Hotel Yountville and The Clancy.

Rooms Expense. Rooms expense decreased $1.1 million, or 1.3%, to $80.2 million in the 2025 period compared to the 2024 period. This decrease is attributable to an aggregate decrease in rooms expense of $845,000 at Sofitel Chicago Magnificent Mile, Park Hyatt Beaver Creek Resort & Spa, Pier House Resort & Spa and The Notary Hotel, and a decrease of $4.0 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of $3.8 million at ten comparable hotel properties.

Food and Beverage Expense. Food and beverage expense decreased $2.7 million, or 2.5%, to $106.7 million during the 2025 period compared to the 2024 period. This decrease is attributable to lower aggregate food and beverage expense of approximately $2.0 million at The Ritz-Carlton St. Thomas, Four Seasons Resort Scottsdale, Cameo Beverly Hills, Sofitel Chicago Magnificent Mile and Hotel Yountville and a decrease of $5.3 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of approximately $4.7 million at nine comparable hotel properties.

Other Operating Expenses. Other operating expenses decreased $944,000, or 0.6%, to $168.6 million in the 2025 period compared to the 2024 period. 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 a decrease of $98,000 in direct expenses and a decrease of $846,000 in indirect expenses and incentive management fees in the 2025 period compared to the 2024 period. Direct expenses were 4.6% of total hotel revenue in the 2025 period and 4.5% in the 2024 period.

The decrease in direct expenses is associated with lower direct expenses of approximately $494,000 at seven comparable hotel properties and a decrease of $500,000 due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by higher direct expenses of $896,000 at The Ritz-Carlton Sarasota, Four Seasons Resort Scottsdale, The Ritz-Carlton Lake Tahoe, The Notary Hotel, The Ritz-Carlton Reserve Dorado Beach, Sofitel Chicago Magnificent Mile and Cameo Beverly Hills.

The decrease in indirect expenses is comprised of decreases in: (i) lease expense of $1.7 million comprising of a decrease of $1.9 million from the two disposed hotel properties partially offset by an aggregate increase of $135,000 at our 14 comparable hotel properties; (ii) incentive management fees of $1.2 million including $691,000 at our 14 comparable hotel properties and $477,000 from the two disposed hotel properties; and (iii) marketing costs of $776,000 comprising an aggregate decrease of $2.7 million from the two disposed hotel properties partially offset by an increase of $1.9 million at our 14 comparable hotel properties. These decreases were partially offset by increases in: (i) general and administrative costs of $2.1 million comprising an aggregate increase of $4.7 million at our 14 comparable hotel properties partially offset by a decrease of $2.5 million from the two disposed hotel properties; (ii) repairs and maintenance of $633,000 comprising an aggregate increase of $1.5 million at our 14 comparable hotel properties partially offset by a decrease of $827,000 from the two disposed hotel properties; and (iii) energy costs of $62,000 comprising an aggregate increase of $1.2 million at our 14 comparable hotel properties partially offset by a decrease of $1.1 million from the two disposed hotel properties.

Management Fees. Base management fees decreased $1.0 million, or 5.7%, to $16.9 million in the 2025 period compared to the 2024 period. Management fees decreased $654,000 at six comparable hotel properties and $1.0 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines. These decreases were partially offset by an aggregate increase of $674,000 at The Ritz-Carlton Reserve Dorado Beach, The Clancy, Four Seasons Resort Scottsdale, The Ritz-Carlton Lake Tahoe, The Notary Hotel, Pier House Resort & Spa, Hotel Yountville and Capital Hilton.

Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $4.2 million, or 13.6%, to $26.6 million in the 2025 period compared to the 2024 period. This decrease is primarily attributable to a decrease of $3.6 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and an aggregate decrease of $1.1 million at nine comparable hotel properties. These decreases were partially offset by an aggregate increase of approximately $478,000 at Park Hyatt Beaver Creek Resort & Spa, Capital Hilton, Bardessono Hotel and Spa, Four Seasons Resort Scottsdale and The Notary Hotel.

Depreciation and Amortization. Depreciation and amortization decreased $5.3 million, or 7.0%, to $69.9 million for the 2025 period compared to the 2024 period. This decrease is comprised of a decrease of $4.3 million due to the sales of Marriott Seattle Waterfront and Hilton La Jolla Torrey Pines and an aggregate decrease of $7.3 million at The Ritz-Carlton St. Thomas, Capital Hilton, The Clancy, The Notary Hotel, Bardessono Hotel and Spa and Sofitel Chicago Magnificent Mile. These decreases were partially offset by an aggregate increase of $6.3 million at eight comparable hotel properties.

Advisory Services Fee. Advisory services fee decreased $1.4 million, or 6.2%, to $21.7 million in the 2025 period compared to the 2024 period due to lower equity-based compensation of $2.4 million and a lower incentive fee of $1.4 million, partially offset by higher reimbursable expenses of $1.9 million and a higher base advisory fee of $424,000.

In the 2025 period, we recorded an advisory services fee of $21.7 million, which included a base advisory fee of $10.6 million, reimbursable expenses of $10.4 million, an incentive fee of $746,000 and a credit to expense of $24,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.

In the 2024 period, we recorded an advisory services fee of $23.2 million, which included a base advisory fee of $10.2 million, reimbursable expenses of $8.5 million, $2.4 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and an incentive fee of $2.1 million.

Corporate General and Administrative. Corporate general and administrative expense was $4.4 million in the 2025 period and consisted of $6.6 million in professional fees, $2.2 million of public company costs and $931,000 in miscellaneous expenses. These expenses were partially offset by an expense reduction of $5.4 million from an insurance recovery for prior legal expenses.

Corporate general and administrative expense was $11.1 million in the 2024 period and consisted of $7.8 million in professional fees, $6.0 million of reimbursed legal costs, $1.6 million in public company costs, and $1.3 million in miscellaneous expenses. Additionally, during the 2024 period there was a revision to the estimated contribution amount associated with the Fourth Amended and Restated Contribution Agreement with Ashford Securities that resulted in a $5.6 million reduction to expense.

Gain (loss) on disposition of assets and hotel property. In the 2025 period, we recorded a gain of approximately $41.0 million primarily related to the sale of Seattle Marriott Waterfront. In the 2024 period we recorded a gain of approximately $88.2 million primarily related to the sale of Hilton La Jolla Torrey Pines.

Equity in Earnings (Loss) of Unconsolidated Entity. There was no equity in earnings (loss) of unconsolidated entity in the 2025 period as a result of impairing the OpenKey investment in the fourth quarter of 2024. In the 2024 period we recorded equity in loss of unconsolidated entity of $214,000 related to our investment in OpenKey.

Other Income (Expense). Other expense was $1.3 million in the 2025 period due to a realized loss from the sale of a portion of CMBS.

Interest Income. Interest income was $4.9 million and $4.5 million in the 2025 period and the 2024 period, respectively. The increase in interest income in the 2025 period was primarily attributable to interest income associated with a tranche of CMBS included in investment in securities in the 2025 period compared to the 2024 period, partially offset by lower excess cash balances.

Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs decreased $6.3 million, or 7.7%, to $75.4 million for the 2025 period compared to the 2024 period. The decrease is primarily due to lower interest expense from lower average interest rates in the 2025 period partially offset by higher amortization of loan costs of approximately $3.0 million in the 2025 period compared to the 2024 period. The average SOFR rates for the 2025 period and the 2024 period were 4.35% and 5.27%, respectively.

Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $1.8 million in the 2025 period related to various loan refinances and modifications. Write-off of loan costs and exit fees was $6.1 million in the 2024 period related to various loan refinances and modifications.

Gain (loss) on Extinguishment of Debt. In the 2025 period, we recognized a loss of $1.6 million from the write-off of deferred loan costs resulting from the paydown on the mortgage loan partially secured by the Marriott Seattle Waterfront in conjunction with the sale of the property. In the 2024 period 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.

Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized loss on derivatives of $301,000 for the 2025 period consisted of an unrealized loss on interest rate caps of $850,000, partially offset by a realized gain of $549,000 associated with payments received from counterparties on in-the-money interest rate caps.

Realized and unrealized gain on derivatives of $523,000 for the 2024 period primarily consisted of an unrealized gain on warrants of $12,000 and a realized gain of $4.2 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 $3.7 million.

Income Tax (Expense) Benefit. Income tax expense was $474,000 in both the 2025 period and the 2024 period.

(Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities. Our noncontrolling interest partners in consolidated entities were allocated a loss of $361,000 and income of $26.3 million in the 2025 period and the 2024 period, respectively. The allocated income for the 2024 period includes our partner’s share of gain on the sale of the Hilton La Jolla Torrey Pines. As of September 30, 2025, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity and a 25% ownership interest in a JV. As of September 30, 2024, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity.

Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated a net loss of $2.4 million in the 2025 period and $1.7 million in the 2024 period. Redeemable noncontrolling interests represented ownership interests in Braemar OP of approximately 6.91% and 8.05% as of September 30, 2025 and 2024, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Our short-term liquidity requirements consist primarily of funds necessary to pay for operating expenses and other expenditures directly associated with our hotel properties, including:

•advisory fees payable to Ashford LLC;

•recurring maintenance necessary to maintain our hotel properties in accordance with brand standards;

•interest expense and scheduled principal payments on outstanding indebtedness;

•dividends on our common stock;

•dividends on our preferred stock;

•redemptions of our non-traded preferred stock; and

•capital expenditures to improve our hotel properties.

We expect to meet our short-term liquidity requirements generally through net cash provided by operations, capital market activities, asset sales and existing cash balances.

Pursuant to the advisory agreement between us and our Advisor, we must pay our Advisor on a monthly basis a base advisory fee, subject to a minimum base advisory fee. The minimum base advisory fee is equal to the greater of: (i) 90% of the base fee paid for the same month in the prior fiscal year; and (ii) 1/12th of the “G&A Ratio” for the most recently completed fiscal quarter multiplied by our total market capitalization on the last balance sheet date included in the most recent quarterly report on Form 10-Q or annual report on Form 10-K that we file with the SEC. Thus, even if our total market capitalization and performance decline, we will still be required to make payments to our Advisor equal to the minimum base advisory fee, which could adversely impact our liquidity and financial condition.

Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of acquiring additional hotel properties and redevelopments, renovations, expansions and other capital expenditures that need to be made periodically with respect to our hotel properties and scheduled debt payments. We expect to meet our long-term liquidity requirements through various sources of capital, including future common and preferred equity issuances, existing working capital, net cash provided by operations, hotel mortgage indebtedness and other secured and unsecured borrowings. However, there are a number of factors that may have a material adverse effect on our ability to access these capital sources, the state of overall equity and credit markets, our degree of leverage, our unencumbered asset base and borrowing restrictions imposed by lenders (including as a result of any failure to comply with financial covenants in our existing and future indebtedness), general market conditions for REITs, our operating performance and liquidity and market perceptions about us. The success of our business strategy will

depend, in part, on our ability to access these various capital sources. While management cannot provide any assurances, management believes that our cash flow from operations, our existing cash balances and investment in securities will be adequate to meet upcoming anticipated requirements for interest and principal payments on debt (excluding any potential final maturity principal payments and paydowns for extension tests), working capital, and capital expenditures for the next 12 months and dividends required to maintain our status as a REIT for U.S. federal income tax purposes.

Our hotel properties will require periodic capital expenditures and renovations 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.

Certain of our loan agreements contain cash trap provisions that may be triggered if the performance of our hotel properties declines. When these provisions are triggered, substantially all of the profit generated by the hotel properties securing such loan is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders. This could affect our liquidity and our ability to make distributions to our stockholders until such time that a cash trap is no longer in effect for such loan. These cash trap provisions have been triggered on one mortgage loan, as discussed below. Our loan that is in a cash trap may remain subject to the cash trap provisions for a substantial period of time which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT. As of September 30, 2025, the mortgage loan secured by The Ritz-Carlton Lake Tahoe was in a cash trap. The amount of cash in the cash trap as of September 30, 2025 was $0.

As of September 30, 2025, the Company held cash and cash equivalents of $116.3 million and restricted cash of $47.7 million, the vast majority of which is comprised of lender and manager-held reserves. As of September 30, 2025, $23.1 million was also due to the Company from third-party hotel managers, most of which is held by one of the Company’s managers and is available to fund hotel operating costs. As of September 30, 2025, our net debt to gross assets was 43.2%.

The Company’s cash and cash equivalents are primarily comprised of corporate cash invested in short-term U.S. Treasury securities with maturity dates of less than 90 days and corporate cash held at commercial banks in Insured Cash Sweep (“ICS”) accounts, which are fully insured by the FDIC. The Company’s cash and cash equivalents also includes property-level operating cash deposited with commercial banks that have been designated as a Global Systemically Important Bank (“G-SIB”) by the Financial Stability Board (“FSB”) and a small amount deposited with other commercial banks.

Equity Transactions

On November 13, 2019, we filed an initial registration statement with the SEC, as amended on January 24, 2020, for shares of our non-traded Series E Redeemable Preferred Stock (the “Series E Preferred Stock”) and our non-traded Series M Redeemable Preferred Stock (the “Series M Preferred Stock”). The registration statement became effective on February 21, 2020, and contemplates the issuance and sale of up to 20,000,000 shares of Series E Preferred Stock or Series M Preferred Stock in a primary offering and up to 8,000,000 shares of Series E Preferred Stock or Series M Preferred Stock pursuant to a dividend reinvestment plan. On February 25, 2020, we filed our prospectus with the SEC. Ashford Securities, a subsidiary of Ashford Inc., serves as the dealer manager and wholesaler of the Series E Preferred Stock and Series M Preferred Stock. On April 2, 2021, the Company filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) articles supplementary to the Company’s Articles of Amendment and Restatement that provided for: (i) reclassifying the existing 28,000,000 shares of Series E Preferred Stock and 28,000,000 shares of Series M Preferred Stock as unissued shares of preferred stock; (ii) reclassifying and designating 28,000,000 shares of the Company’s authorized capital stock as shares of the Series E Preferred Stock (the “Series E Articles Supplementary”); and (iii) reclassifying and designating 28,000,000 shares of the Company’s authorized capital stock as shares of the Series M Preferred Stock (the “Series M Articles Supplementary”). The Series E Articles Supplementary and Series M Articles Supplementary were filed to revise the preferred stock terms related to the dividend rate, our optional redemption right and certain other voting rights. The Company also caused its operating partnership to execute Amendment No. 5 to the Third Amended and Restated Agreement of Limited Partnership to amend the terms of its operating partnership agreement to conform to the terms of the Series E Articles Supplementary and Series M Articles Supplementary. The Company issued approximately 16.4 million shares of Series E Preferred Stock and received net proceeds of approximately $369.5 million and issued approximately 2.0 million shares of Series M Preferred Stock and received net proceeds of approximately $47.6 million. On February 21, 2023, the Company announced the closing of its offering of the Series E Preferred Stock and Series M Preferred Stock.

On July 12, 2021, the Company entered into an equity distribution agreement (the “Virtu July 2021 EDA”) with Virtu to sell from time-to-time shares of our common stock having an aggregate offering price of up to $100 million. We will pay Virtu a commission of approximately 1.0% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. As of November 5, 2025, the Company has sold approximately 4.7 million shares of common stock under the Virtu July 2021 EDA and received gross proceeds of approximately $24.0 million.

On May 3, 2024, our board of directors approved a new share repurchase program, pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share, having an aggregate value of up to $50 million. The Company may repurchase shares through open market transactions, privately negotiated transactions or other means. The timing and amount of any transactions will be subject to the discretion of the Company based upon market conditions, and the program may be suspended or terminated at any time by the Company at its discretion without prior notice. The board of directors’ authorization replaced any previous repurchase authorizations. As of November 5, 2025, the Company has not repurchased any common stock pursuant to the plan.

Debt Transactions

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. The $43.4 million current mortgage loan amount represents an approximate 27% loan-to-value based on a third-party appraisal completed by the lender. The appraisal valued the hotel at $160 million based on its “as-is” value.

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 $742 million based on the sum of their “as-is” values.

On April 4, 2025, the Company assumed a $5.4 million term loan secured by a parcel of land. The assumed term loan is interest only, bears interest at WSJ Prime Rate, and matures in March 2026. This term loan has a floor of 4.99%.

On July 25, 2025, we amended the mortgage loan secured by The Ritz-Carlton Lake Tahoe. Terms of the amendment included extending the maturity date from July 2025 to July 2026.

On August 7, 2025, we sold the Marriott Seattle Waterfront hotel pursuant to an Agreement of Purchase and Sale, entered into effective July 3, 2025, for $145 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $88.4 million on the mortgage loan that was partially secured by the hotel property.

On August 15, 2025, the Company refinanced its $140.0 million mortgage loan secured by the Four Seasons Scottsdale which had an interest rate of SOFR + 3.75% and a final maturity date in December 2028. The new non-recourse loan has a balance of $180.0 million and bears interest at a floating rate of SOFR + 3.00%. The new loan has a three-year initial term with two, one-year extension options, subject to the satisfaction of certain conditions.

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.

Sources and Uses of Cash

We had approximately $116.3 million and $135.5 million of cash and cash equivalents at September 30, 2025 and December 31, 2024, respectively. We anticipate that our principal sources of funds to meet our cash requirements will include cash on hand, positive cash flow from operations and capital market activities.

Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows provided by operating activities were $32.4 million and $60.2 million for the nine months ended September 30, 2025 and 2024, respectively. Cash flows from operations

were impacted by changes in hotel operations and the disposition of hotel properties. Cash flows from operations are also impacted by the timing of working capital cash flows, such as collecting receivables from hotel guests, paying vendors, settling with related parties and settling with hotel managers.

Net Cash Flows Provided by (Used in) Investing Activities. For the nine months ended September 30, 2025, net cash flows provided by investing activities were $106.5 million. The cash inflows were attributable to $139.3 million from the sale of Seattle Marriott Waterfront, $23.8 million of proceeds from the sale of investment in securities and $3.5 million from property insurance proceeds. These cash inflows were partially offset by cash outflows of $54.6 million of capital improvements made to various hotel properties and the acquisition of land of $5.5 million. Our capital improvements consisted of approximately $38.5 million of return on investment capital projects and approximately $16.1 million of renewal and replacement capital projects.

For the nine months ended September 30, 2024, net cash flows provided by investing activities were $52.7 million. The cash inflows were primarily attributable to $155.6 million from the sale of Hilton La Jolla Torrey Pines, partially offset by cash outflows of $42.3 million from the purchase of securities, $54.8 million of capital improvements made to various hotel properties, $5.8 million from the issuance of a note receivable and a $79,000 loan to OpenKey. Our capital improvements consisted of approximately $39.3 million of return on investment capital projects and approximately $15.5 million of renewal and replacement capital projects.

Return on investment capital projects are designed to improve the positioning of our hotel properties within their markets and competitive sets. Renewal and replacement capital projects are designed to maintain the quality and competitiveness of our hotels.

Net Cash Flows Provided by (Used in) Financing Activities. For the nine months ended September 30, 2025, net cash flows used in financing activities were $160.0 million. Cash outflows primarily consisted of $453.6 million of repayments of indebtedness, $59.2 million for cash redemptions of Series E and Series M preferred stock, $35.9 million of dividend and distribution payments, $11.5 million of payments of loan costs and exit fees, $2.3 million of distributions to noncontrolling interests in consolidated entities, $778,000 for repurchase of common stock, $658,000 to purchase interest rate caps and $94,000 from the redemption of operating partnership units. These cash outflows were partially offset by cash inflows of $403.0 million from borrowings on indebtedness, $611,000 of proceeds from in-the-money interest rate caps and a contribution of $306,000 from a noncontrolling interest holder in a consolidated entity.

For the nine months ended September 30, 2024, net cash flows used in financing activities were $62.2 million. Cash outflows primarily consisted of $184.1 million of repayments of indebtedness, $39.0 million of dividend and distribution payments, $1.3 million to purchase interest rate caps, $15.4 million of payments of loan costs and exit fees, $27.0 million distributions to noncontrolling interest in consolidated entities, and $36.3 million for cash redemptions of Series E and Series M preferred stock. These cash outflows were partially offset by cash inflows of $234.0 million from borrowings on indebtedness, $4.4 million of proceeds from in-the-money interest rate caps and $3.0 million of contributions from noncontrolling interest in consolidated entities.

Dividend Policy

On December 10, 2024, our board of directors approved the Company’s dividend policy for 2025. The Company expects to pay a quarterly cash dividend of $0.05 per share for the Company’s common stock for 2025, or $0.20 per share on an annualized basis. On July 10, 2025, our board of directors declared a quarterly cash dividend of $0.05 per diluted share for the third quarter of 2025. On October 10, 2025, our board of directors declared a quarterly cash dividend of $0.05 per diluted share for the fourth quarter of 2025. 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. The board of directors will continue to review its dividend policy on a quarter-to-quarter basis. For income tax purposes, distributions paid consist of ordinary income, capital gains, return of capital or a combination thereof.

Seasonality

Our properties’ operations historically have been seasonal as certain properties maintain higher occupancy rates during the summer months and some during the winter months. This seasonality pattern can cause fluctuations in our quarterly lease revenue under our percentage leases. Quarterly revenue also may be adversely affected by renovations and repositionings, our managers’ effectiveness in generating business and by events beyond our control, such as pandemics, extreme weather conditions, natural disasters, terrorist attacks or alerts, civil unrest, government shutdowns, airline strikes or reduced airline capacity, economic factors and other considerations affecting travel. To the extent that cash flows from operations and cash on hand are insufficient during any quarter due to temporary or seasonal fluctuations in lease revenue, we expect to utilize

borrowings to fund distributions required to maintain our REIT status. However, we cannot make any assurances that we will make distributions in the future.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the most difficult judgments are described in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 Form 10-K. There have been no material changes in these critical accounting policies.

Non-GAAP Financial Measures

The following non-GAAP presentations of EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO are presented to help our investors evaluate our operating performance.

EBITDA is defined as net income (loss) before interest expense and amortization of loan costs, depreciation and amortization, income taxes, equity in (earnings) loss of unconsolidated entity and after the Company’s portion of EBITDA of OpenKey. In addition, we exclude impairment on real estate, (gain) loss on disposition of assets and hotel properties and the Company’s portion of EBITDAre of OpenKey from EBITDA to calculate EBITDA for real estate, or EBITDAre, as defined by NAREIT.

We then further adjust EBITDAre to exclude certain additional items such as amortization of favorable (unfavorable) contract assets (liabilities), transaction and conversion costs, other income/expense, write-off of loan costs and exit fees, gain/loss on insurance settlements, legal, advisory and settlement costs, advisory services incentive fee, gain/loss on extinguishment of debt, stock/unit-based compensation and the Company’s portion of adjustments to EBITDAre of OpenKey and non-cash items such as unrealized gain/ loss on derivatives.

We present EBITDA, EBITDAre and Adjusted EBITDAre because we believe they are useful to an investor in evaluating our operating performance because they provide investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe they help investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results. Our management team also uses EBITDA as one measure in determining the value of acquisitions and dispositions. EBITDA, EBITDAre and Adjusted EBITDAre as calculated by us may not be comparable to EBITDA, EBITDAre and Adjusted EBITDAre reported by other companies that do not define EBITDA, EBITDAre and Adjusted EBITDAre exactly as we define the terms. EBITDA, EBITDAre and Adjusted EBITDAre do not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to operating income or net income determined in accordance with GAAP as an indicator of performance or as an alternative to cash flows from operating activities as determined by GAAP as an indicator of liquidity.

The following table reconciles net income (loss) to EBITDA, EBITDAre and Adjusted EBITDAre (in thousands) (unaudited):

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net income (loss) $ 4,723 $ 39,835 $ 8,554 $ 41,530
Interest expense and amortization of loan costs 25,188 27,911 75,376 81,687
Depreciation and amortization 23,164 25,078 69,919 75,192
Income tax expense (benefit) (648) (864) 474 474
Equity in (earnings) loss of unconsolidated entity — 80 — 214
Company’s portion of EBITDA of OpenKey — (76) — (215)
EBITDA 52,427 91,964 154,323 198,882
(Gain) loss on disposition of assets and hotel property (40,970) (88,210) (40,970) (88,210)
EBITDAre 11,457 3,754 113,353 110,672
Amortization of favorable (unfavorable) contract assets (liabilities) 107 109 321 346
Transaction and conversion costs (1) 1,608 50 2,774 (5,524)
Write-off of premiums, loan costs and exit fees 366 5,292 1,833 6,095
Realized and unrealized (gain) loss on derivatives 118 735 301 (523)
Stock/unit-based compensation 75 427 (20) 2,689
Legal, advisory and settlement costs (2) 618 6,539 (3,864) 11,356
Advisory services incentive fee 476 1,464 746 2,112
(Gain) loss on extinguishment of debt 1,553 — 1,553 22
Other (income) expense — — 1,250 —
Severance — 102 — 102
Company’s portion of adjustments to EBITDAre of OpenKey — — — 3
Adjusted EBITDAre $ 16,378 $ 18,472 $ 118,247 $ 127,350

__________________

(1) Includes amounts associated with funding certain expenses of Ashford Securities LLC, which in the 2024 period included a true up of these expenses based on capital raised.

(2) Includes amounts related to expense reductions from an insurance recovery for prior legal expenses of $400,000 and $5.0 million, respectively for the three and nine months ended September 30, 2025.

FFO is calculated on the basis defined by NAREIT, which is net income (loss) attributable to common stockholders, computed in accordance with GAAP, excluding gains or losses on disposition of assets, plus impairment charges on real estate, depreciation and amortization of real estate assets, and after redeemable noncontrolling interests in the operating partnership and adjustments for unconsolidated entities. NAREIT developed FFO as a relative measure of performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the basis determined by GAAP. Our calculation of Adjusted FFO excludes transaction and conversion costs, other income/expense, write-off of premiums, loan costs and exit fees, legal, advisory and settlement costs, stock/unit-based compensation, severance, gain/loss on insurance settlements, gain/loss on extinguishment of debt, and non-cash items such as deemed dividends on redeemable preferred stock, interest expense accretion on refundable membership club deposits, amortization of loan costs, unrealized gain/loss on derivatives and the Company’s portion of adjustments to FFO of OpenKey. FFO and Adjusted FFO exclude amounts attributable to the portion of a partnership owned by the third party. We present FFO and Adjusted FFO because we consider FFO and Adjusted FFO important supplemental measures of our operational performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO and Adjusted FFO when reporting their results. FFO and Adjusted FFO are intended to exclude GAAP historical cost depreciation and amortization, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO and Adjusted FFO exclude depreciation and amortization related to real estate assets, gains and losses from real property dispositions and impairment losses on real estate assets, FFO and Adjusted FFO provide performance measures that, when compared year over year, reflect the effect to operations from trends in occupancy, guestroom rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. We consider FFO and Adjusted FFO to be appropriate measures of our ongoing normalized operating performance as a REIT. We compute FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that either do not define the term in accordance with the current NAREIT definition or interpret the NAREIT definition differently than us. FFO and Adjusted FFO do not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to GAAP net income or loss as an indication of our financial performance or GAAP cash flows from operating activities as a measure of our liquidity. FFO and Adjusted FFO are also not indicative of funds available to satisfy our cash needs, including our ability to make cash distributions. However, to facilitate a clear understanding of our historical operating results, we believe that FFO and Adjusted FFO should be considered along with our net income or loss and cash flows reported in our condensed consolidated financial statements.

The following table reconciles net income (loss) to FFO and Adjusted FFO (in thousands) (unaudited):

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net income (loss) $ 4,723 $ 39,835 $ 8,554 $ 41,530
(Income) loss attributable to noncontrolling interest in consolidated entities 412 (27,363) 361 (26,317)
Net (Income) loss attributable to redeemable noncontrolling interests in operating partnership 607 124 2,358 1,747
Preferred dividends (8,667) (9,857) (26,928) (30,593)
Deemed dividends on preferred stock (5,251) (4,151) (11,086) (6,175)
Net income (loss) attributable to common stockholders (8,176) (1,412) (26,741) (19,808)
Depreciation and amortization on real estate (1) 22,498 24,255 67,864 72,131
Net income (loss) attributable to redeemable noncontrolling interests in operating partnership (607) (124) (2,358) (1,747)
Equity in (earnings) loss of unconsolidated entity — 80 — 214
(Gain) loss on disposition of assets and hotel property (1) (40,988) (61,970) (40,988) (61,970)
Company’s portion of FFO of OpenKey — (91) — (253)
FFO available to common stockholders and OP unitholders (27,273) (39,262) (2,223) (11,433)
Deemed dividends on preferred stock 5,251 4,151 11,086 6,175
Transaction and conversion costs (2) 1,608 50 2,774 (5,524)
Write-off of premiums, loan costs and exit fees 366 5,292 1,833 6,095
Unrealized (gain) loss on derivatives 299 1,746 850 3,698
Stock/unit-based compensation 75 427 (20) 2,689
Legal, advisory and settlement costs (3) 618 6,539 (3,864) 11,356
Interest expense accretion on refundable membership club deposits 135 151 421 466
Amortization of loan costs (1) 2,690 1,741 7,438 4,268
Advisory services incentive fee 476 1,464 746 2,112
(Gain) loss on extinguishment of debt 1,553 — 1,553 22
Other (income) expense — — 1,250 —
Severance — 102 — 102
Company’s portion of adjustments to FFO of OpenKey — — — 3
Adjusted FFO available to common stockholders and OP unitholders $ (14,202) $ (17,599) $ 21,844 $ 20,029

____________________

(1)Net of adjustment for noncontrolling interest in consolidated entities. The following table presents the amounts of the adjustments for noncontrolling interests for each line item:

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Depreciation and amortization on real estate $ (666) $ (823) $ (2,055) $ (3,061)
Amortization of loan costs (36) (38) (107) (273)
Gain (loss) on disposition of assets and hotel property (18) 26,240 (18) 26,240

(2) Includes amounts associated with funding certain expenses of Ashford Securities LLC, which in the 2024 period included a true up of these expenses based on capital raised.

(3) Includes amounts related to expense reductions from an insurance recovery for prior legal expenses of $400,000 and $5.0 million, respectively for the three and nine months ended September 30, 2025.

The following table presents certain information related to our hotel properties as of September 30, 2025:

Hotel Property Location Total Rooms % Owned Owned Rooms
Fee Simple Properties
Capital Hilton Washington, D.C. 559 75 % 419
The Notary Hotel Philadelphia, PA 499 100 % 499
The Clancy San Francisco, CA 410 100 % 410
Sofitel Chicago Magnificent Mile Chicago, IL 415 100 % 415
Pier House Resort & Spa Key West, FL 142 100 % 142
The Ritz-Carlton St. Thomas St. Thomas, USVI 180 100 % 180
Park Hyatt Beaver Creek Resort & Spa Beaver Creek, CO 193 100 % 193
Hotel Yountville Yountville, CA 80 100 % 80
The Ritz-Carlton Sarasota Sarasota, FL 276 100 % 276
The Ritz-Carlton Lake Tahoe (1) Truckee, CA 170 100 % 170
Cameo Beverly Hills (2) Los Angeles, CA 143 100 % 143
The Ritz-Carlton Reserve Dorado Beach (3) Dorado, Puerto Rico 96 100 % 96
Four Seasons Resort Scottsdale Scottsdale, AZ 210 100 % 210
Ground Lease Property (4)
Bardessono Hotel and Spa (5) Yountville, CA 65 100 % 65
Total 3,438 3,298

________

(1)    The above information does not include the operations of the voluntary rental program with respect to condominium units not owned by the Company.

(2)    Includes 138 hotel rooms and five residences adjacent to the hotel. On August 1, 2023, the Company announced the rebranding and planned conversion of its Mr. C Beverly Hills in Los Angeles, California to the Cameo Beverly Hills. Following an extensive renovation, which is expected to be completed by the end of 2025, the hotel will join LXR Hotels & Resorts.

(3)    The above information does not include the operations of the voluntary rental program with respect to residential units not owned by the Company.

(4)    Some of our hotel properties are on land subject to ground leases, one of which covers the entire property.

(5)    The initial ground lease expires in 2065. The ground lease contains two 25-year extension options, at our election.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our primary market risk exposure consists of changes in interest rates on borrowings under our debt instruments that bear interest at variable rates that fluctuate with market interest rates. To the extent that we acquire assets or conduct operations in an international jurisdiction, we will also have currency exchange risk. We may enter into certain hedging arrangements in order to manage interest rate and currency fluctuations. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates.

As of September 30, 2025, our total indebtedness of approximately $1.2 billion included approximately $1.1 billion of variable-rate debt. The impact on the results of operations of a 25-basis point change in the interest rate on the outstanding balance of variable-rate debt as of September 30, 2025, would be approximately $2.7 million per year. Interest rate changes have no impact on the remaining $86.3 million of fixed-rate debt.

The above amounts were determined based on the impact of hypothetical interest rates on our borrowings and assume no changes in our capital structure. The information presented above includes those exposures that existed as of September 30, 2025, but it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies at the time, and the related interest rates.

ITEM 4.CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures are effective to ensure that: (i) information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects two hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class; however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt-out period has been extended until such time that discovery has concluded. In May 2023, the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed, or the class de-certified. After submission of the briefs, the court requested that the parties submit stipulations for the court to rule upon. On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks. A tentative settlement in the amount of $850,000 was reached on February 14, 2025. Final court approval was obtained on September 12, 2025. Braemar’s portion of the settlement is 11.7%. The case is now in the settlement administration phase. As of September 30, 2025, the settlement liability amount has been accrued.

On June 8, 2022 a lawsuit was filed against various Hilton entities on behalf of a class of all hourly employees at all Hilton-branded managed properties in California, including Hilton La Jolla Torrey Pines. The complaint includes claims for unpaid wages, meal and rest break violations, and unreimbursed business expenses, along with various derivative claims including wage statement, final pay, and Private Attorneys General Act (“PAGA”) claims. On November 30, 2023, Hilton mediated this litigation, but it did not result in a settlement. At the end of the mediation, the mediator submitted a mediator’s proposal for approximately $3.5 million, which the parties have since agreed to. The allocation to Hilton La Jolla Torrey Pines is approximately $401,000, which was accrued as of September 30, 2025. A hearing on a motion for preliminary approval of the settlement was held on October 27, 2025. The Court issued a tentative ruling granting the motion for preliminary approval of settlement and scheduled a hearing for final approval on April 20, 2026.

On August 4, 2020, a lawsuit, Benjamin Zermeno v. Beverly Hills Marriott, was filed in Alameda County Superior Court as a PAGA representative action alleging various wage and hour violations of all Remington Hospitality managed California properties. The plaintiff’s individual claims were compelled to arbitration. On August 18, 2022, another lawsuit, Cristina Catalano v. Beverly Hills Marriott and Mr. C, was filed as a PAGA representative action alleging various wage and hour violations of all Remington Hospitality managed California properties. The co-defendant separately settled and the individual arbitration has also settled. A private mediation was held on December 27, 2024 to globally resolve the three outstanding matters. A tentative settlement was reached subject to court approval. As of September 30, 2025, the estimated settlement liability amount has been accrued.

We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the Americans with Disabilities Act and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations, or cash flow.

During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain personal information. We have completed an investigation and have identified certain information that may have been exposed and notified potentially impacted individuals pursuant to applicable state guidelines. All systems have been restored. In February of 2024, two class action lawsuits were filed, one in the U.S. District Court for the Northern District of Texas and a second in the 68th District Court for Dallas County related to the cyber incident. The lawsuit filed in the 68th District Court was subsequently dismissed and refiled in the U.S. District Court for the Northern District of Texas. On March 12, 2024, the court ordered the two cases be consolidated. The consolidated case is currently pending in the U.S. District Court for the Northern District of Texas. The parties have reached an agreement, subject to final Court approval, to resolve the class action suit. The

amount of the class settlement is approximately $485,000. Ashford Inc. expects the entire settlement amount to be reimbursed through insurance coverage. Final court approval was received on September 3, 2025.

Our assessment may change depending upon the development of any current or future legal proceedings, and the final results of such legal proceedings cannot be predicted with certainty. If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods.

ITEM 1A.RISK FACTORS

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, 2024, 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. In addition to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, the following risk factor should be carefully considered in evaluating us and our business.

A prolonged U.S. government shutdown may adversely impact our business, financial condition, and results of operations.

During government shutdowns, federal employees may be furloughed or required to work without pay, reducing their discretionary income and willingness to travel for leisure purposes. Additionally, government contractors and businesses that depend on federal spending may experience financial constraints that limit corporate travel budgets and business-related hotel bookings.

Government shutdowns can also disrupt critical travel infrastructure and services. The Transportation Security Administration (“TSA”), Federal Aviation Administration (“FAA”), and other agencies responsible for air travel safety and operations may experience staffing shortages due to employee absences, leading to longer security wait times, flight delays, and cancellations. Such disruptions discourage both business and leisure travel, directly reducing demand for hotel accommodations.

Any material decrease in travel demand resulting from government shutdowns could adversely affect our occupancy rates, ADR, RevPAR, and overall financial performance. If the federal government were to continue experiencing issues in reaching budgetary consensus in the future, resulting in mandatory furloughs and/or other budget constraints, or if a government shutdown were to continue for an extended period of time, our operations and results of operations could be materially negatively impacted.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer

On May 3, 2024, our board of directors approved a new share repurchase program, pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share, having an aggregate value of up to $50 million. The Company may repurchase shares through open market transactions, privately negotiated transactions or other means. The timing and amount of any transactions will be subject to the discretion of the Company based upon market conditions, and the program may be suspended or terminated at any time by the Company at its discretion without prior notice. The board of directors’ authorization replaced any previous repurchase authorizations.

The following table provides the information with respect to purchases and forfeitures of our common stock during each of the months in the third quarter of 2025:

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan
Common stock:
July 1 - July 31 — $ — — $ 50,000,000
August 1 - August 31 — $ — — $ 50,000,000
September 1 - September 30 — $ — — $ 50,000,000
Total — $ — —

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

Rule 10b5-1 Trading Agreements

During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6.EXHIBITS

Exhibit Description
3.1 Articles of Amendment and Restatement of Braemar Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 29, 2016) (File No. 001-35972).
3.2 Articles Supplementary of Braemar Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on May 18, 2015) (File No. 001-35972).
3.3 Articles of Amendment of Braemar Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on April 29, 2016) (File No. 001-35972).
3.4 Amendment Number One to the Articles of Amendment and Restatement of Braemar Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 8, 2017) (File No. 001-35972).
3.5 Amendment Number Two to Articles of Amendment and Restatement of Braemar Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 23, 2018) (File No. 001-35972).
3.6 Articles of Amendment of Braemar Hotels & Resorts Inc., accepted for record and certified by the SDAT on January 23, 2020 (incorporated by reference to Exhibit 3.13 to Amendment No. 1 to the Registration Statement on Form S-3 filed with the SEC on January 24, 2020) (File No. 333-234663).
3.7 Fifth Amended and Restated Bylaws, as amended by Amendment No.1 on February 27, 2024, adopted on February 27,2024 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on March 1, 2024) (File No. 001-35972).
10.1* Agreement of Purchase and Sale, dated as of October 6, 2025, by and among Ashford San Francisco II LP, Ashford TRS SF LLC and Block Nine Owner, LLC.
10.2 Agreement filed on August 26, 2025 by and among Braemar Hotels & Resorts Inc. and Babek “Bob” Ghassemieh and the other signatories party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated as of August 25, 2025) (File No. 001-35972).
10.3 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 to the Company’s Current Report on Form 8-K filed on April 23, 2018) (File No. 001-35972).
10.4 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 to the Company’s Current Report on Form 8-K filed on August 26, 2025) (File No. 001-35972).
10.5 Agreement of Purchase and Sale, dated as of July 3, 2025, by and among Ashford Seattle Waterfront LP and Ashford TRS Seattle Waterfront LLC, indirect subsidiaries of Braemar Hotels & Resorts Inc.https://www.sec.gov/Archives/edgar/data/1574085/000157408525000092/psamarriottseattlev12final.htm(incorporated by reference to Exhibit 10.1https://www.sec.gov/Archives/edgar/data/1574085/000157408525000092/psamarriottseattlev12final.htmto the Quarterly Report on Formhttps://www.sec.gov/Archives/edgar/data/1574085/000157408525000092/psamarriottseattlev12final.htm10-Qfiled on August11, 2025) (File No. 001-35972).
10.6†* Form of Indemnification Agreement between Braemar Hotels & Resorts Inc. and each of its executive officers and directors.
31.1* Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended.
31.2* Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended.
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 are formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements Comprehensive Income; (iv) Consolidated Statements of Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
--- --- ---
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document Submitted electronically with this report.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Submitted electronically with this report.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Submitted electronically with this report.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. Submitted electronically with this report.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. Submitted electronically with this report.
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

___________________________________

* Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan or arrangement.

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 thereunto duly authorized.

BRAEMAR HOTELS & RESORTS INC.

Date: November 7, 2025 By: /s/ RICHARD J. STOCKTON
Richard J. Stockton
President and Chief Executive Officer
Date: November 7, 2025 By: /s/ DERIC S. EUBANKS
Deric S. Eubanks
Chief Financial Officer

59

Document

EXHIBIT 10.1

AGREEMENT OF PURCHASE AND SALE

by and between

BLOCK NINE OWNER, LLC,

a Delaware limited liability company

(“Purchaser”)

and

ASHFORD SAN FRANCISCO II LP,

a Delaware limited partnership,

and

ASHFORD TRS SF LLC,

a Delaware limited liability company

(collectively, “Seller”)

The Clancy, 299 2nd St, San Francisco, CA 94105

46482347v.15

|US-DOCS\163655107.9||

TABLE OF CONTENTS

Page

Article I. DEFINITIONS    1

1.1.    Definitions    1

Article II. PURCHASE AND SALE; DEPOSIT; PAYMENT OF PURCHASE PRICE; STUDY PERIOD    8

2.1.    Purchase and Sale    8

2.2.    Payment of Purchase Price    8

2.3.    Deposit    8

2.4.    Study Period    9

Article III. SELLER’S REPRESENTATIONS AND WARRANTIES    11

3.1.    Organization and Power    11

3.2.    Authorization and Execution    11

3.3.    Non-contravention    11

3.4.    Compliance with Existing Laws    12

3.5.    Management Agreement/Operating Agreements    12

3.6.    Condemnation Proceedings; Roadways    12

3.7.    Actions or Proceedings    12

3.8.    Occupancy Agreements    12

3.9.    Permits    13

3.10.    Capital Improvements    13

3.11.    ERISA    13

3.12.    Seller Is Not a “Foreign Person”    13

3.13.    Bankruptcy    13

3.14.    Employees    14

3.15.    Labor and Employment    14

3.16.    Financial Statements    14

3.17.    Right of First Refusal    14

3.18.    Taxes    14

3.19.    Terrorism    15

3.20.    Trademarks    15

3.21.    LIMITATION ON SELLER’S REPRESENTATIONS AND WARRANTIES    15

Article IV. PURCHASER’S REPRESENTATIONS AND WARRANTIES    19

4.1.    Organization and Power    20

4.2.    Authorization and Execution    20

4.3.    Non-contravention    20

4.4.    Litigation    20

4.5.    Patriot Act    20

4.6.    Terrorism    20

Article V. CONDITIONS PRECEDENT    21

5.1.    As to Purchaser’s Obligations    21

5.2.    As to Seller’s Obligations    22

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Article VI. COVENANTS OF SELLER AND PURCHASER    22

6.1.    Operating Agreements/Occupancy Agreements/Leased Property Agreements    22

6.2.    Warranties and Guaranties; Authorizations    23

6.3.    No Transfers    23

6.4.    Insurance    23

6.5.    Operation of Property Prior to Closing    23

6.6.    Employee Claims    24

6.7.    Collective Bargaining Agreement    25

6.8.    Estoppels    26

6.9.    Downtown Rail Extension    26

6.10.    Tax Clearance Certificates    26

6.11.    Ongoing Work    27

Article VII. CLOSING    27

7.1.    Closing    27

7.2.    Seller’s Deliveries    28

7.3.    Purchaser’s Deliveries    29

7.4.    Mutual Deliveries    29

7.5.    Closing Costs    30

7.6.    Revenue and Expense Allocations    30

7.7.    Safe Deposit Boxes    33

7.8.    Inventory of Baggage    33

7.9.    Acquisition and Payment for Inventory    34

7.10.    Assumption of Liabilities    34

Article VIII. GENERAL PROVISIONS    34

8.1.    Fire or Other Casualty    34

8.2.    Condemnation    35

8.3.    Broker    36

8.4.    Bulk Sale    36

8.5.    Confidentiality    36

8.6.    Liquor Licenses    38

8.7.    Management Agreement    39

Article IX. DEFAULT; TERMINATION RIGHTS    39

9.1.    Default by Seller/Failure of Conditions Precedent    39

9.2.    Default by Purchaser/Failure of Conditions Precedent    40

9.3.    Costs and Attorneys’ Fees    41

9.4.    Limitation of Liability    41

9.5.    Indemnification of Purchaser    41

9.6.    Indemnification of Seller    41

Article X. MISCELLANEOUS PROVISIONS    42

10.1.    Completeness; Modification    42

10.2.    Assignments    42

10.3.    Successors and Assigns    42

10.4.    Days    42

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10.5.    Governing Law    42

10.6.    Counterparts    42

10.7.    Severability    43

10.8.    Costs    43

10.9.    Notices    43

10.10.    Escrow Agent    44

10.11.    Incorporation by Reference    45

10.12.    Survival    45

10.13.    Further Assurances    45

10.14.    No Partnership    46

10.15.    Time of Essence    46

10.16.    Signatory Exculpation    46

10.17.    Rules of Construction    46

10.18.    No Recording    46

10.19.    Facsimile or Electronic Signatures    46

10.20.    Seller    47

10.21.    Survival    47

10.22.    Energy Disclosure    47

10.23.    Natural Hazards Disclosure Requirements    47

EXHIBIT A        LAND

EXHIBIT B        FORM OF TRADEMARK ASSIGNMENT

EXHIBIT C        FORM OF DEED

EXHIBIT D        SPECIAL WARRANTY BILL OF SALE

EXHIBIT E        ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT F        FORM OF ASSIGNMENT OF OCCUPANCY AGREEMENTS

EXHIBIT G        FORM OF FIRPTA CERTIFICATE

EXHIBIT H        INTENTIONALLY OMITTED

EXHIBIT I    ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT

EXHIBIT J        FORM OF MANAGER ESTOPPEL

SCHEDULE 1        CLOSING COST ALLOCATIONS

SCHEDULE 3.4    VIOLATIONS OF LAW

SCHEDULE 3.9    EXPIRED AUTHORIZATIONS

SCHEDULE 3.15    UNION CONTRACTS

SCHEDULE 3.20    REGISTERED TRADEMARKS

SCHEDULE 6.11    ONGOING WORK

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AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of October 6, 2025 (the “Effective Date”), by and between BLOCK NINE OWNER, LLC, a Delaware limited liability company (“Purchaser”), and ASHFORD SAN FRANCISCO II LP, a Delaware limited partnership (“Fee Owner”), and ASHFORD TRS SF LLC, a Delaware limited liability company (“Operating Lessee” and, together with Fee Owner, collectively, “Seller”).

R E C I T A T I O N S:

A.    Seller is the owner of those certain parcels of real property more particularly described on Exhibit A attached hereto and made a part hereof, and the improvements situated thereon operated by Seller as The Clancy (the “Hotel”), situate, lying and being in 299 2nd Street, San Francisco, CA 94105.

B.    Purchaser is desirous of purchasing such hotel property from Seller and Seller is desirous of selling such hotel property to Purchaser, for the purchase price and upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants, promises and undertakings of the parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, it is agreed:

ARTICLE I. DEFINITIONS

1.1.    Definitions. The following terms shall have the indicated meanings:

“Act” shall have the meaning ascribed to such term in Section 10.23 hereof.

“Action” shall have the meaning ascribed to such term in Section 3.7 hereof.

“Additional Objections” shall have the meaning ascribed to such term in Section 2.4(b) hereof.

“Advance Bookings” shall mean reservations and agreements made or entered into by Seller or Manager in the ordinary course of business prior to Closing and assumed by Purchaser for hotel rooms or meeting rooms to be utilized after Closing, or for catering services or other hotel services to be provided after Closing at or by the Hotel.

“Affiliate” of a Person shall mean (i) any other Person that is directly or indirectly (through one or more intermediaries) controlled by, under common control with, or controlling such Person, or (ii) any other Person in which such Person has a direct or indirect equity interest constituting at least a majority interest of the total equity of such other Person. For purposes of this definition, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any Person or the power to veto major

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policy decisions of any Person, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Laws” shall mean any applicable building, zoning, subdivision, environmental, health, safety or other governmental laws, statutes, ordinances, resolutions, rules, codes, regulations, orders or determinations of any Governmental Authority affecting the Property or the ownership, operation, use, maintenance or condition thereof.

“Approval Standard” shall have the meaning ascribed to such term in Section 6.1 hereof.

“Assignment and Assumption Agreement” shall mean an assignment and assumption agreement in substantially the form attached hereto as Exhibit E whereby Seller assigns and Purchaser assumes all of its or their respective right, title and interest in and to the Operating Agreements and the Leased Property Agreements that have not been terminated prior to Closing in accordance herewith.

“Assignment and Assumption of Management Agreement” shall have the meaning ascribed to such term in Section 7.2(k) hereof.

“Assignment of Occupancy Agreements” shall mean an assignment agreement in substantially the form attached hereto as Exhibit F whereby Seller assigns and Purchaser assumes all of its right, title and interest in and to the Occupancy Agreements.

“Assumed Liabilities” shall have the meaning ascribed to such term in Section 7.10 hereof.

“Authorizations” shall mean all licenses, permits and approvals required by any governmental or quasi-governmental agency, body, department, commission, board, bureau, instrumentality or office, or otherwise appropriate with respect to the construction, ownership, operation, leasing, maintenance, or use of the Property or any part thereof.

“Bill of Sale” shall mean a bill of sale in substantially the form attached hereto as Exhibit D whereby Seller conveys its or their respective right, title and interest in and to the Personal Property (other than Leased Property) to Purchaser, together with any Warranties and Guaranties and Authorizations related thereto.

“Capital Expenditure Reserve Account” shall mean the capital expenditure reserve account maintained with Manager pursuant to the Management Agreement.

“Closing” shall mean the consummation of the purchase and sale of the Property pursuant to this Agreement and shall be deemed to occur on the Closing Date.

“Closing Date” shall mean the date on which the Closing shall occur, which shall be November 20, 2025, subject to extension as provided herein (including Purchaser’s extension option set forth in Section 7.1 hereof).

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“Closing Documents” shall mean the documents defined as such in Section 7.1 hereof.

“Closing Obligations” shall have the meaning ascribed thereto in Section 9.1.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Data Site” shall mean the data site maintained regarding the Property and made available to Purchaser at https://www.dropbox.com/scl/fo/2yv6rin5p8wp9sdtf551o/AI7dwJMJINsyOl-v5wydOoM?rlkey=v1wxvl5oj241dciwse02cck4v&e=1&st=6qwipgh1&dl=0.

“Deed” shall mean a grant deed in substantially the form attached hereto as Exhibit C conveying title to the Real Property from Fee Owner to Purchaser.

“Deposit” shall mean all amounts deposited from time to time with Escrow Agent by Purchaser pursuant to and as defined in Section 2.3 hereof (including the Initial Deposit and the Extension Deposit, if applicable), plus all interest or other earnings that may accrue thereon.

“Disclosure Vendor” shall mean a natural hazard consultant retained by Seller to examine the maps and other information specifically made available to the public by government agencies for the purposes of enabling Seller to fulfill its disclosure obligations, if and to the extent such obligations exist, with respect to the natural hazards referred to in California Civil Code Sections 1103 to 1103.15.

“Effective Date” (or other similar phrases such as “date of this Agreement” or “date hereof”) shall have the definition ascribed to such term in the preamble hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended (ERISA).

“Escrow Agent” shall mean Kensington Vanguard National Title, 5949 Sherry Lane, Suite 111, Dallas, Texas 75225, Attn:  Trey Lentz; Email: TLentz@kvnational.com; Phone: (214) 273-2514, as agent for Fidelity National Title Insurance Company.

“Extension Deposit” shall have the definition ascribed to such term in Section 7.1 hereof.

“Fee Owner” shall have the meaning ascribed to such term in the Preamble.

“FIRPTA Certificate” shall mean the affidavit of Seller under Section 1445 of the Internal Revenue Code, as amended, in substantially the form attached hereto as Exhibit G.

“Governmental Authority” shall mean any federal, state, county, municipal or other government or any governmental or quasi-governmental agency, department, commission, board, bureau, office or instrumentality, foreign or domestic, or any of them.

“Hotel” shall have the definition ascribed to such term in the Recitations.

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“Hotel Employees” shall mean all employees of Seller, Manager or any Affiliate thereof employed at the Property or to operate the Hotel.

“Improvements” shall mean the Hotel and all other buildings, improvements, fixtures, all mechanical, heating, air conditioning, plumbing, electrical and ventilating systems, parking facilities and appurtenances and other items of real estate located on or affixed to the Land.

“Initial Deposit” shall have the definition ascribed to such term in Section 2.3 hereof.

“Inspection Agreement” shall mean that certain Inspection Agreement dated August 19, 2025, executed by and between Purchaser and Seller.

“Insurance Policies” shall mean all policies of insurance maintained by or on behalf of Seller pertaining to the Property, its operation, or any part thereof.

“Intangible Personal Property” shall mean, to the extent assignable, all intangible personal property owned or possessed by Seller and used in connection with the ownership or operation of the Property, including, without limitation, (1) Seller’s right, title and interest in and to Authorizations, (2) Seller’s right, title and interest in and to utility and development rights and privileges, general intangibles, business records and specifications pertaining to the Real Property and the Personal Property, (3) Seller’s right, title and interest in and to any unpaid award for taking by condemnation or any damage to the Land by reason of a change of grade or location of or access to any street or highway, (4) Advance Bookings, (5) subject to a corresponding credit to Seller, all cash on hand or on deposit in any house bank at the Hotel, and (6) the Trademarks.

“Inventory” shall mean all inventories of food and beverage (to the extent permitted by Applicable Laws, alcoholic and non-alcoholic) in opened or unopened cases whether in use or held in reserve storage for future use or ordered for future use, all china, glassware, silverware, kitchen and bar small goods, guest supplies, operating supplies, printing, stationary and uniforms, whether in use or held in reserve storage for future use or ordered for future use in connection with the operation of a hotel and all in-use or reserve stock of linens, towels, paper goods, soaps, cleaning supplies and the like with respect to the Hotel.

“Land” shall mean those certain parcels of real estate lying and being in San Francisco, California, and more particularly described on Exhibit A hereof, together with all rights, titles, benefits, easements, privileges, remainders, tenements, hereditaments, interests, reversions and appurtenances thereunto belonging or in any way appertaining, and all of the estate, right, title, interest, claim or demand whatsoever of Seller therein, in and to adjacent strips and gores, if any, between the Land and abutting properties, and in and to adjacent streets, highways, roads, alleys or rights-of-way, and the beds thereof (except to the extent, if any, that such strips or gores or such streets, highways, roads, alleys or rights-of-way abut or provide access to or benefit other properties owned by Seller), either at law or in equity, in possession or expectancy, now or hereafter acquired.

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“Leased Property” shall mean all items of Tangible Personal Property that are subject to any capital lease, operating lease, financing lease, or any similar agreement.

“Leased Property Agreements” shall mean the lease agreements pertaining to the Leased Property.

“Management Agreement” shall mean that certain Amended and Restated Management Agreement dated October 1, 2020, as amended, between Operating Lessee and Manager for the management or operation of the Hotel.

“Manager” shall mean Marriott Hotel Services, LLC.

“Must-Cure Encumbrance Release” shall have the meaning ascribed to such term in Section 2.4(a) hereof.

“Must-Cure Title Encumbrances” shall mean any title encumbrances affecting the Hotel which are comprised of (i) liens for taxes that would be delinquent if unpaid on or before Closing, (ii) mortgages, deeds of trust, or security agreements (including the documents referred to as Exception 14 and Exception 15 in Schedule B, Part II of the Title Commitment), (iii) other similar liens or charges in a fixed sum (or capable of computation as a fixed sum) securing indebtedness or obligations which were created or expressly assumed by Seller, (iv) liens against the Property in the nature of those arising from judgments or pending litigation, (v) liens against the Property in the nature of or construction, mechanics, materialman’s or other liens or charges, and (vi) encumbrances created by or through Seller after the Effective Date in violation of this Agreement.

“Natural Hazard Area” shall have the definition ascribed to such term in Section 10.23 hereof.

“Natural Hazards Disclosure Statement” shall have the definition ascribed to such term in Section 10.23 hereof.

“Natural Hazards Report” shall have the definition ascribed to such term in Section 10.23 hereof.

“Non-Breach Inaccuracy” shall mean a breach or inaccuracy of a representation or warranty contained in Article III of this Agreement of which Seller gives Purchaser written notice prior to Closing or Purchaser otherwise obtains actual knowledge prior to Closing which does not constitute a breach or inaccuracy of any such representation or warranty made as of the Effective Date but would constitute a breach or inaccuracy of such representation or warranty if made as of the Closing Date (such as, for example, because Seller did not have knowledge, as such term is defined in Article III, of such matters as of the Effective Date).

“Occupancy Agreements” shall mean all leases, licenses, concession or occupancy agreements in effect with respect to the Real Property and/or Hotel under which any tenants or

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licensees (other than Hotel guests and Operating Lessee) or concessionaires occupy space upon the Real Property.

“Ongoing Work” shall have the meaning ascribed to such term in Section 6.11 hereof.

“Ongoing Work Budget” shall have the meaning ascribed to such term in Schedule 6.11 hereof.

“Operating Agreements” shall mean all service, supply, maintenance, construction, capital improvement and other similar contracts in effect with respect to the Property (other than the Occupancy Agreements, Leased Property Agreements, Management Agreement, Union Contracts, or any master service contracts of Manager that apply to properties managed by Manager in addition to the Property) related to construction, operation, or maintenance of the Property, including with respect to the Ongoing Work.

“Operating Lease” shall mean that certain Lease Agreement between Fee Owner and Operating Lessee with respect to the Property, as the same may have been amended from time to time.

“Operating Lessee” shall have the meaning ascribed to such term in the Preamble.

“Owner’s Title Policy” shall mean an owner’s policy of title insurance issued to Purchaser by the Title Company, pursuant to which Fidelity National Title Insurance Company insures Purchaser’s ownership of fee simple title to the Real Property, subject only to Permitted Title Exceptions. The Owner’s Title Policy shall insure Purchaser in the amount of the Purchase Price and shall be in the ALTA 2021 form customarily used by Fidelity National Title Insurance Company for like transactions in the state where the Land is located, providing for extended coverage.

“Permitted Title Exceptions” shall mean those exceptions to title insurance coverage over the Real Property that are satisfactory or deemed satisfactory to Purchaser as determined pursuant to Section 2.4 hereof.

“Person” shall mean an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Authority.

“Personal Property” shall mean collectively the Tangible Personal Property and the Intangible Personal Property.

“Property” shall mean collectively the Real Property, Personal Property, and the Capital Expenditure Reserve Account.

“Purchase Price” shall mean One Hundred Fifteen Million and No/100 Dollars ($115,000,000.00) payable in the manner described in Section 2.2 hereof.

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“Purchaser’s Objections” shall mean the objections defined as such in Section 2.4(a) hereof.

“Real Property” shall mean the Land and the Improvements with respect to the Hotel.

“Rooms Ledger” shall mean the final night’s room revenue for the Hotel (revenue from rooms occupied as of 6:00 a.m. on the Closing Date, exclusive of food, beverage, telephone and similar charges charged or incurred as of such time), including any sales taxes, room taxes or other taxes thereon, which shall be shared equally by Purchaser and Seller.

“Seller Knowledge Party” shall have the meaning ascribed to such term in Article III hereof.

“Seller’s Response” shall have the meaning ascribed thereto in Section 2.4(a) hereof.

“Seller’s Response Period” shall have the meaning ascribed thereto in Section 2.4(a) hereof.

“Study Period” shall have the meaning set forth in Section 2.4(a) hereof.

“Survey” shall mean the survey defined as such in Section 2.4(a) hereof.

“Tangible Personal Property” shall mean the items of tangible personal property including, but not limited to, all furniture, fixtures, equipment, machinery, telephone systems, computer hardware and software (to the extent assignable), security systems, the books and records pertaining to the Hotel, Inventory and other tangible personal property of every kind and nature (which does not include cash-on-hand and petty cash funds) located at the Hotel and owned or leased by Seller in connection with the operation of the Hotel or ordered for future use at the Hotel, including, without limitation, Seller’s interest as lessee with respect to any such leased Tangible Personal Property.

“Tax Status Letter” shall have the meaning ascribed to such term in Section 5.1(e) hereof.

“Taxes” shall mean federal, state or local income, personal property, sales, use, room, lodgers, occupancy, ad valorem or other taxes, assessments, levies, charges or fees (other than property taxes) imposed by any Governmental Authority with respect to the Property or the Hotel.

“Title Commitment” shall mean the title commitment and exception documents defined as such in Section 2.4(a) hereof.

“Title Company” shall mean Kensington Vanguard National Title, 5949 Sherry Lane, Suite 111, Dallas, Texas 75225, Attn:  Trey Lentz; Email: TLentz@kvnational.com; Phone: (214) 273-2514, as agent for Fidelity National Title Insurance Company.

“Title Update” shall have the meaning ascribed to such term in Section 2.4(b) hereof.

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“Trademarks” shall mean all service marks, copyrights, trade names, trademarks, symbols, logos, and all other intellectual property rights, marks or characteristics associated with or otherwise proprietary to Seller or the Hotel (or any brand associated therewith), which includes without limitation, the name “The Clancy”; provided, however, “Trademarks” shall not include any of the foregoing to the extent owned by Manager or its Affiliates.

“Trademark Assignment” shall mean a trademark assignment in substantially the form attached hereto as Exhibit B whereby Seller conveys its or their respective right, title and interest in and to all registered Trademarks.

“Transit Project” shall have the meaning ascribed to such term in Section 6.9 hereof.

“Union Contracts” shall mean those written collective bargaining agreements between Seller, Operating Lessee or Manager or any Affiliate thereof and the union(s) representing Hotel Employees set forth on Schedule 3.15 attached hereto.

“Unpaid Taxes” shall have the meaning ascribed to such term in Section 5.1(e) hereof.

“WARN Act” shall mean the Worker Adjustment and Retraining Notification Act.

“Warranties and Guaranties” shall mean any subsisting and assignable warranties and guaranties relating to the Improvements or the Tangible Personal Property or any part thereof.

ARTICLE II. PURCHASE AND SALE; DEPOSIT; PAYMENT OF PURCHASE PRICE; STUDY PERIOD

2.1.    Purchase and Sale. Seller agrees to sell and Purchaser agrees to purchase the Property for the Purchase Price and in accordance with and subject to the other terms and conditions set forth herein. At least ten (10) business days prior to Closing, Purchaser will notify Seller in writing of the proposed allocation of the Purchase Price among the Real Property, the Tangible Personal Property and the Intangible Personal Property. Seller and Purchaser agree to use good faith efforts to agree upon such allocation prior to the Closing. If Purchaser and Seller cannot agree upon such allocation of the Purchase Price, the parties agree to file all transfer tax declarations based on the Purchaser’s determination of the allocations of the Purchase Price, but Seller shall not be required to file income tax returns on Purchaser’s determination of the tax allocation.

2.2.    Payment of Purchase Price. The Purchase Price shall be paid to Seller in the following manner:

(a)    Purchaser shall receive a credit against the Purchase Price in an amount equal to the amount of the Deposit.

(b)    Purchaser shall pay the balance of the Purchase Price, as adjusted in the manner specified in Article VII and as set forth below, to Seller (or other party designated by Seller) at Closing by making a wire transfer of immediately available federal funds to the account of Seller (or other party designated by Seller). Such wire transfer shall be

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sent by Purchaser to the Escrow Agent for the account of Seller no later than 1:00 PM, San Francisco, California time on the Closing Date.

2.3.    Deposit. Within one (1) business day after the Effective Date, Purchaser shall deliver to Escrow Agent a wire transfer or cashier’s or certified check in the sum of Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) (the “Initial Deposit”). If Purchaser fails to timely deposit the Initial Deposit with Escrow Agent, Seller shall be entitled, as Seller’s sole and exclusive remedy, to terminate this Agreement by written notice to Purchaser at any time before the Initial Deposit is delivered to Escrow Agent, in which event neither party shall have any obligations hereunder, except those which expressly survive a termination of this Agreement. The Deposit shall be invested by Escrow Agent in a commercial bank or banks acceptable to Seller and Purchaser at money market rates, or in such other investments as shall be approved in writing by Seller and Purchaser. The Deposit shall be held and disbursed by Escrow Agent in strict accordance with the terms and provisions of this Agreement. All accrued interest or other earnings on the Deposit shall become part of the Deposit. The Deposit shall be returned to Purchaser unless Purchaser, prior to the expiration of the Study Period, notifies Seller, in writing, pursuant to Section 2.4 hereof, that Purchaser is waiving its right to terminate this Agreement for any reason or no reason. The Deposit shall be either (a) applied at the Closing against the Purchase Price, (b) returned to Purchaser pursuant hereto, or (c) paid to Seller pursuant hereto. Upon receipt of the Initial Deposit, Escrow Agent shall release a portion of the Initial Deposit to Seller in an amount equal to Fifty Dollars ($50.00) representing the independent consideration for Seller’s execution of this Agreement and agreement to provide Purchaser with the Study Period (which shall not be a part of the Deposit).

2.4.    Study Period. Purchaser shall have the right to perform such examinations, tests, investigations and studies of the Property as Purchaser reasonably deems advisable, subject to the terms of the Inspection Agreement, including, without limitation Section 2(f) of the Inspection Agreement, the terms of which are hereby incorporated by reference and which shall remain in full force and effect notwithstanding the second sentence of Section 2(b) of the Inspection Agreement. If, in Purchaser’s sole, absolute and unreviewable discretion, Purchaser elects to proceed with the purchase of the Property, then Purchaser shall notify Seller of its intent to proceed with this transaction in accordance with and subject to the terms of this Agreement; provided, however, if, prior to the expiration of the time period between date of the Inspection Agreement and 5:00 p.m., San Francisco, California time on October 6, 2025 (the “Study Period”), Purchaser does not provide written notice to Seller and Escrow Agent that it has determined, in its sole, absolute and unreviewable discretion, to waive its due diligence contingency and proceed to Closing, this Agreement automatically shall terminate, the Deposit shall be promptly returned to Purchaser and Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Purchaser provides written notice of its waiver of the due diligence contingency prior to the expiration of the Study Period, the Deposit shall become non-refundable except as otherwise expressly provided herein. Notwithstanding anything to the contrary set forth in the Inspection Agreement, the parties agree that the Inspection Agreement shall remain in effect and shall govern Purchaser’s rights, responsibilities and obligations in connection with Purchaser’s access onto the Property through the earlier of the termination of this Agreement or the Closing Date.

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(a)    Purchaser acknowledges that Purchaser has (i) received a title insurance commitment issued by the Title Company covering the Real Property (the “Title Commitment”) and (ii) ordered an updated survey of the Real Property (the “Survey”). Within ten (10) days prior to the expiration of the Study Period, Purchaser shall notify Seller of any matters shown on such Survey (or any update to the Survey) or identified in the Title Commitment that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”). If any of Purchaser’s Objections consist of Must-Cure Title Encumbrances, then, to that extent, notwithstanding anything herein to the contrary, Seller shall be obligated to either (i) pay and discharge, (ii) bond against in a manner legally sufficient to cause to be released, or (iii) indemnify or escrow money with or otherwise cause the Title Company to insure over in a manner reasonably acceptable to Purchaser, such Must-Cure Title Encumbrances (individually and collectively, a “Must-Cure Encumbrance Release”). For such purposes, Seller may use all or a portion of the Purchase Price to effectuate a Must-Cure Encumbrance Release with respect to any such Must-Cure Title Encumbrances at the Closing. Other than as specifically required in this Agreement, Seller shall not be obligated to incur any expenses or incur any liability to cure any Purchaser’s Objections. Seller may notify Purchaser within five (5) days after receipt of notice of Purchaser’s Objections (“Seller’s Response Period”) whether Seller, in its sole discretion, agrees to attempt to cure any of such Purchaser’s Objections (“Seller’s Response”). If Seller agrees in Seller’s Response to attempt to cure any of such Purchaser’s Objections, Seller shall use good faith efforts (without the obligation to expend any money or incur any liability except with regards to the release of Must-Cure Encumbrances which Seller shall cause to be released) to cure such Purchaser’s Objections which Seller has agreed to attempt to cure on or before the Closing Date to the reasonable satisfaction of Purchaser. If Seller is unable to cure such Purchaser’s Objections by the Closing Date, Purchaser shall, on the Closing Date, elect (1) to waive such Purchaser’s Objections without any abatement in the Purchase Price, or (2) to terminate this Agreement in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder, except those which expressly survive a termination of this Agreement. If Seller does not provide Seller’s Response to Purchaser within Seller’s Response Period, Seller shall be deemed to have elected not to attempt to cure Purchaser’s Objections. If Seller elects in Seller’s Response not to attempt to cure all or any number of Purchaser’s Objections or if Seller is deemed to have elected not to attempt to cure Purchaser’s Objections pursuant to the preceding sentence, prior to the expiration of the Study Period, Purchaser shall elect (1) to waive any Purchaser’s Objections which Seller has elected or is deemed to have elected not to attempt to cure (other than Must-Cure Title Encumbrances which will be covered by a Must-Cure Encumbrance Release at Closing) without any abatement in the Purchase Price, or (2) to terminate this Agreement in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder, except those which expressly survive a termination of this Agreement. In the event Purchaser does not provide to Seller notice of Purchaser’s election under the preceding sentence prior to the expiration of the Study Period, Purchaser shall be deemed to have elected clause (1) of the preceding sentence. Except as otherwise provided herein, Seller shall not, after the date of this Agreement,

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voluntarily subject the Real Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided that it shall not be considered unreasonable for Purchaser to withhold consent to any lien, encumbrance, covenant, condition, restriction, easement, title matter or zoning change which may have an adverse effect on the Property or the business conducted thereon. All title matters revealed by the Title Commitment and Survey (or any update to the Survey) which are not objected to by Purchaser as provided above (other than Must-Cure Title Encumbrances which will be covered by a Must-Cure Encumbrance Release at Closing), or which are waived or deemed waived by Purchaser as provided above, shall all be deemed Permitted Title Exceptions.

(b)    Purchaser shall have the right to obtain an updated Title Commitment prior to Closing (each, a “Title Update”). Purchaser shall have three (3) business days after receipt of any Title Update to notify Seller in writing of any additional objections Purchaser may have to any exception contained in such Title Update for agreements filed of record or any liens created or becoming effective after the effective date of the initial Title Commitment that are not (i) created by, through or under Purchaser or (ii) relate to any matter previously disclosed by the Survey or initial Title Commitment (“Additional Objections”). If Purchaser notifies Seller in writing of any Additional Objections, Seller shall have the right, but not the obligation (other than with respect to Must-Cure Title Encumbrances which shall be subject to a Must-Cure Encumbrance Release at Closing), to cure such Additional Objections. Within three (3) business days after receipt of Purchaser’s notice of Additional Objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such Additional Objections. If Seller elects to attempt to cure, Seller shall have the right to attempt to remove, satisfy or cure the same, and for this purpose, Seller shall, at Seller’s election, be entitled to a one-time right to extend the Closing Date for up to thirty (30) days upon written notice to Purchaser in order for Seller to attempt to cure such Additional Objections. If Seller elects not to cure any Additional Objections or if Seller is unable to effect a cure of those Purchaser’s Objections which it elected to cure prior to the Closing Date (or any later date to which the Closing has been adjourned), and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said three (3) business day period, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller on or before the Closing Date (as such date may have been extended by Seller as set forth above), in which event the Deposit shall be returned to Purchaser and neither party shall have any further obligations hereunder, except those which expressly survive a termination of this Agreement. If applicable, Closing shall be extended to provide Seller and Purchaser with the full response periods provided in this Section 2.10.

(c)    Prior to Closing, Purchaser shall use diligent efforts, with Seller’s commercially reasonable assistance, to obtain (i) the written consent of the Manager, if required, to an assignment of the Management Agreement on terms reasonably

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acceptable to Purchaser, and (ii) an estoppel certificate (or agreed upon form of estoppel certificate) from Manager reasonably acceptable to Purchaser.

ARTICLE III. SELLER’S REPRESENTATIONS AND WARRANTIES

To induce Purchaser to enter into this Agreement and to purchase the Property, and to pay the Purchase Price therefor, Seller, except as expressly disclosed by information included on the Data Site two (2) business days before the expiration of the Study Period, or for which Purchaser otherwise has or obtained knowledge on or before the expiration of the Study Period, hereby makes the following representations and warranties as of the Effective Date and as of the Closing Date:

3.1.    Organization and Power. Seller is duly organized, validly existing and in good standing under the laws of Delaware, is qualified to do business in the state where the Land is located, and has all requisite power and authority to enter into and perform its obligations hereunder and under any document or instrument required to be executed and delivered on behalf of Seller hereunder.

3.2.    Authorization and Execution. This Agreement has been duly authorized by all necessary action on the part of Seller, has been duly executed and delivered by Seller, constitutes the valid and binding agreement of Seller and is enforceable in accordance with its terms. The person executing this Agreement on behalf of Seller has the authority to do so.

3.3.    Non-contravention. Subject to any consent to the assignment of any particular Operating Agreement, Occupancy Agreement or Leased Property Agreement required by the terms thereof or by applicable law and to the payment in full at the Closing of any Must-Cure Title Encumbrances, the execution and delivery of, and the performance by Seller of its obligations under, this Agreement does not and will not contravene, or constitute a default under, any provision of applicable law or regulation, Seller’s organizational documents or any agreement, judgment, injunction, order, decree or other instrument binding upon Seller or to which the Property is subject, or result in the creation of any lien or other encumbrance on any asset of Seller.

3.4.    Compliance with Existing Laws. Except as set forth on Schedule 3.4, Seller has not received from any Governmental Authority written notice of any violation of any provision of Applicable Laws, including, but not limited to, those of environmental agencies, with respect to the ownership, operation, use, maintenance or condition of the Property which violation has not been remedied. To Seller’s knowledge, no administrative proceeding, investigation or inquiry is pending or, with respect to any violation of Applicable Laws with respect to the Property or the operation of the Hotel.

3.5.    Management Agreement/Operating Agreements. To Seller’s knowledge, there are no management, service, supply, or maintenance contracts in effect with respect to the Property other than the Management Agreement, Operating Agreements or Leased Property Agreements made available to Purchaser in the Data Site, or those disclosed in the Title Commitment. To Seller’s knowledge, all parties to Operating Agreements or Leased Property Agreements have performed all of their obligations thereunder in all material respects, and are not in default thereunder in any material respect. To Seller’s knowledge, Seller has posted to the

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Data Site true, correct and complete copies of the Management Agreement, Operating Agreements and Leased Property Agreements, and all amendments and modifications thereto. To Seller’s knowledge, the Management Agreement, Operating Agreements and Leased Property Agreements are each in full force and effect. Seller has neither given nor received any written notice of a default under any of the Management Agreement, Operating Agreements or Leased Property Agreements which default remains uncured and, to Seller’s knowledge, there is no existing condition that, with notice or passage of time or both, would constitute a material default by any party under any of the Management Agreement, Operating Agreements or Leased Property Agreements. To Seller’s knowledge, all fees and charges due and payable by Seller under the Management Agreement, Operating Agreements and Leased Property Agreements prior to the Effective Date have been paid pursuant to the terms thereof.

3.6.    Condemnation Proceedings; Roadways. To Seller’s knowledge, there is no pending condemnation action or special assessment against the Property and Seller has received no written notice of any condemnation or eminent domain proceeding pending against the Property or any part thereof.

3.7.    Actions or Proceedings. Seller has received no written notice of any action, suit or proceeding in any court, before any arbitrator, or before or by any Governmental Authority which (a) in any manner raises any question affecting the validity or enforceability of this Agreement or any other agreement or instrument to which Seller is a party or by which it is bound and that is or is to be used in connection with, or is contemplated by, this Agreement, (b) would materially and adversely affect the business, results of operations or operation of the Property as presently conducted, or (c) would create a lien on the Property, any part thereof or any interest therein which would not be discharged at Closing (each, an “Action”).

3.8.    Occupancy Agreements.

(a)    There are no leases, concessions or occupancy agreements in effect with respect to the Real Property, except those Occupancy Agreements provided to Purchaser in the Data Site.

(b)    To Seller’s knowledge, Seller has posted to the Data Site true, correct and complete copies of the Occupancy Agreements, and all amendments and modifications thereto. To Seller’s knowledge, the Occupancy Agreements are in full force and effect. Seller has neither given nor received any written notice of a default under any Occupancy Agreements which default remains uncured and, to Seller’s knowledge, there is no existing condition that, with notice or passage of time or both, would constitute a material default by any party under the Occupancy Agreements. To Seller’s knowledge, all fees and charges due and payable by Seller under Occupancy Agreements prior to the Effective Date have been paid pursuant to the terms thereof.

3.9.    Permits. Seller has not received any written notice from any Governmental Authority (i) of any violation, suspension, revocation or non-renewal of any Authorizations, nor (ii) that it does not have all Authorizations required to be issued by any Governmental Authority and used in or necessary to the operation of the Hotel. To Seller’s knowledge, except for those expired Authorizations set forth on Schedule 3.9 hereto, all Authorizations are in full force and effect.

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3.10.    Capital Improvements. To Seller’s knowledge, other than the Ongoing Work and repairs and maintenance in the ordinary course of business, no renovations, construction or capital improvements are being conducted with respect to the Hotel.

3.11.    ERISA. Seller is not (and, throughout the period transactions are occurring pursuant to this Agreement, will not be) and is not acting on behalf of (and, throughout the period transactions are occurring pursuant to this Agreement, will not be acting on behalf of) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Code or an entity deemed to hold the plan assets of any of the foregoing pursuant to 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. None of the transactions contemplated by this Agreement are in violation of any statutes applicable to Seller that regulate investments of, and fiduciary obligations with respect to, governmental plans and that are similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.

3.12.    Seller Is Not a “Foreign Person”. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code, as amended (i.e., Seller is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person as those terms are defined in the Internal Revenue Code and regulations promulgated thereunder).

3.13.    Bankruptcy. Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller’s creditors that remains pending, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets that remains pending, (iv) suffered the attachment or other judicial seizure of all, or substantially all of Seller’s assets that remains pending, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally; and, to Seller’s knowledge, no person or entity has threatened to bring any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding against Seller.

3.14.    Employees. Seller has no employees. To Seller’s knowledge, all Hotel Employees are employed by Manager.

3.15.    Labor and Employment.

(a)    Neither Operating Lessee nor, to Seller’s knowledge, Manager is a party to any written employment agreements with respect to the Property other than the Union Contracts made available to Purchaser as Submission Matters. To Seller’s knowledge, there are no unions at the Hotel other than the unions which are party to the Union Contracts.

(b)    To Seller’s knowledge, Seller has posted to the Data Site true, correct and complete copies of the Union Contracts, and all amendments and modifications thereto. To Seller’s knowledge, the Union Contracts are in full force and effect. Neither Seller nor, to Seller’s knowledge, Manager has given or received any written notice of a default under any Union Contracts which default remains uncured. To Seller’s knowledge, there is no existing condition that, with notice or passage of time or both, would constitute a material default by any party under the Union Contracts. To Seller’s knowledge, all amounts due and payable by Seller (if any) or Manager under Union Contracts prior to the Effective Date have been paid pursuant to the terms thereof.

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3.16.    Financial Statements. The financial statements and rent letters made available to Purchaser in the Data Site include true, correct and complete copies of such financial statements and rent letters delivered to Seller by Manager and, to Seller’s knowledge, present accurately, in all material respects, the results of operations and cash flows of the Hotel for the periods set forth therein.

3.17.    Right of First Refusal. There are no parties which hold a right of first refusal, right of first offer, option to lease, option to purchase or other similar right as to the Property, except for Manager’s rights under the Management Agreement (which rights do not apply to the transaction contemplated by this Agreement by virtue of that certain Letter Agreement dated October 1, 2020 between Manager and Operating Lessee, which Letter Agreement shall not be assigned to Purchaser).

3.18.    Taxes. Seller has filed, or has caused to be filed, all federal, state and local tax returns or statements required to be filed with any Governmental Authority with respect to the Property and the Hotel and has paid, or caused to be paid, all Taxes due. Seller has not regularly engaged in the sale of Personal Property (except for Inventory and other Tangible Personal Property subject to a resale certificate issued to Seller by the California Department of Tax and Fee Administration for the resale of such Inventory) and the sale of Personal Property (except for Inventory subject to a resale certificate issued to Seller by the California Department of Tax and Fee Administration for the resale of such Inventory) under this Agreement is of a type not ordinarily sold in the regular course of the Seller’s business, and is not one in a series of three (3) or more sales of such assets by Seller within a twelve (12) month period.

3.19.    Terrorism. None of Seller or its Affiliates is in violation of any laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”). For purposes of this Section 3.19, any interest in Seller or its Affiliates held via public shares is not included in this representation.

(1)    None of Seller or its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time.

(2)    None of Seller or its Affiliates (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

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Each of the representations and warranties contained in this Article III and its various subparagraphs are intended for the benefit of Purchaser and may be waived in whole or in part, by Purchaser. Subject to the limitations contained in Section 10.12 hereof, all rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall survive the Closing of the transaction contemplated hereby as provided in Section 10.12.

The term “to Seller’s knowledge” or similar phrase as used in this Article III, shall mean the then actual current conscious knowledge of Jennifer Hansson and/or Adam Tegge (each, a “Seller Knowledge Party”) without any duty of investigation or inquiry, other than the inquiry of the general manager of the Hotel. The Seller Knowledge Parties shall have no personal liability for such representations. Seller represents and warrants that the Seller Knowledge Parties are the individuals that are familiar with the operation of the Property and the business of Seller.

3.20.    Trademarks. To Seller’s knowledge, the registrations set forth on Schedule 3.20 hereto are each in full force and effect. Seller has not received written notice from any Person challenging the validity of any Trademarks or registrations thereof.

3.21.    LIMITATION ON SELLER’S REPRESENTATIONS AND WARRANTIES. PURCHASER ACKNOWLEDGES AND AGREES THAT, OTHER THAN A REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT (A BREACH OF WHICH PURCHASER MAY MAINTAIN AN ACTION IN ACCORDANCE WITH AND SUBJECT TO ARTICLE IX AND SECTION 10.12 OF THIS AGREEMENT) OR AS EXPRESSLY SET FORTH IN A CLOSING DOCUMENT, THE PROPERTY IS SOLD “AS IS” “WHERE IS” AND “WITH ALL FAULTS” AND NEITHER SELLER, NOR ANY AGENT OR REPRESENTATIVE OF SELLER, HAS MADE, NOR IS SELLER LIABLE FOR OR BOUND IN ANY MANNER BY ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR ANY PART THEREOF, THE PHYSICAL CONDITION, ENVIRONMENTAL CONDITION, INCOME, EXPENSES OR OPERATION THEREOF, THE USES WHICH CAN BE MADE OF THE SAME OR ANY OTHER MATTER OR THING WITH RESPECT THERETO, INCLUDING ANY EXISTING OR PROSPECTIVE LEASES; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL SELLER BE RELEASED BY OPERATION OF THIS SECTION 3.21 FROM (A) ANY CLAIMS ARISING PURSUANT TO THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE CLOSING OR (B) ANY CLAIMS ARISING FROM ANY FRAUDULENT ACTS COMMITTED BY THE SELLER TO THE PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. IN ADDITION, NOTHING IN THIS SECTION SHALL PRECLUDE PURCHASER FROM RAISING AS A DEFENSE AGAINST ANY CLAIM BROUGHT AGAINST PURCHASER BY ANY THIRD PARTY RELATING TO ANY OF THE FOREGOING THAT SUCH CLAIM WAS ATTRIBUTABLE TO A PERIOD OF TIME PRIOR TO THE CLOSING. WITHOUT LIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES AND AGREES THAT, OTHER THAN A REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT (A BREACH OF WHICH PURCHASER MAY MAINTAIN AN

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ACTION IN ACCORDANCE WITH AND SUBJECT TO ARTICLE IX AND SECTION 10.12 OF THIS AGREEMENT) OR AS EXPRESSLY SET FORTH IN A CLOSING DOCUMENT, SELLER IS NOT LIABLE FOR OR BOUND BY (AND PURCHASER HAS NOT RELIED UPON) ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR FINANCIAL STATEMENTS PERTAINING TO THE OPERATION OF THE PROPERTY, OR ANY OTHER INFORMATION RESPECTING THE PROPERTY FURNISHED BY SELLER OR ANY EMPLOYEE, AGENT, CONSULTANT OR OTHER PERSON REPRESENTING OR PURPORTEDLY REPRESENTING SELLER. PURCHASER FURTHER ACKNOWLEDGES, AGREES, AND REPRESENTS THAT, OTHER THAN A REPRESENTATION OR WARRANTY SET FORTH IN THIS AGREEMENT (A BREACH OF WHICH PURCHASER MAY MAINTAIN AN ACTION IN ACCORDANCE WITH AND SUBJECT TO ARTICLE IX AND SECTION 10.12 OF THIS AGREEMENT) OR AS EXPRESSLY SET FORTH IN A CLOSING DOCUMENT, IT SHALL BE PURCHASING THE PROPERTY IN AN “AS IS” “WHERE IS” AND “WITH ALL FAULTS” CONDITION AT THE CLOSING DATE WITH RESPECT TO THE STRUCTURAL AND MECHANICAL ELEMENTS OF THE PROPERTY, THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, THE FIRE-LIFE SAFETY SYSTEMS AND THE FURNITURE, FIXTURES AND EQUIPMENT LOCATED THEREON OR ATTACHED THERETO, ALL OF WHICH PURCHASER AND ITS CONSULTANTS SHALL HAVE INSPECTED AND EITHER APPROVED OR WAIVED OBJECTION TO ON OR PRIOR TO THE EXPIRATION OF THE STUDY PERIOD AND/ OR THE CLOSING AND PURCHASER HEREBY RELEASES SELLER AND ITS AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, DAMAGES, JUDGMENTS, COSTS AND EXPENSES RELATING TO ANY OF THE FOREGOING. PURCHASER ALSO ACKNOWLEDGES THAT, AS OF THE CLOSING DATE, IT SHALL HAVE INDEPENDENTLY INVESTIGATED, ANALYZED AND APPRAISED TO ITS SATISFACTION THE VALUE AND THE PROFITABILITY OF THE PROPERTY. PURCHASER ACKNOWLEDGES THAT, TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDER. THE PROVISIONS OF THIS SECTION 3.21 SHALL SURVIVE THE CLOSING.

Purchaser recognizes that the Hotel and Personal Property are not new and that there exists a possibility that the Property is not in compliance with the requirements which would be imposed on a newly constructed hotel by presently effective federal, state and local building, plumbing, electrical, fire, health, handicap, environmental and life safety laws, codes, ordinances, rules, orders and/or regulations (collectively, the “building codes”). The Hotel and other improvements on the Land may contain substances or materials no longer permitted to be used in newly constructed buildings including, without limitation, asbestos or other insulation materials, lead or other paints, wiring, electrical, or plumbing materials and may not contain other materials or equipment required to be installed in a newly constructed building. Purchaser shall have the opportunity to review the results of such investigations and inspections of the Property as Purchaser deemed necessary with respect to all such matters. Subject to Purchaser’s rights to terminate pursuant to Section 2.4 and Purchaser’s rights set forth in this Agreement, Purchaser agrees to accept and shall purchase the Property in an “AS-IS, WHERE IS” condition and at Closing to accept and assume the risk of noncompliance of the Property with all such

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building codes. Except with respect to those representations and warranties expressly set forth in this Agreement, Purchaser waives any right to excuse or delay performance of its obligations under this Agreement or to assert any claim against Seller (before or after Closing) arising out of any failure of the Property to comply with any such building codes. Seller shall provide copies to Purchaser all of the Operating Agreements, Occupancy Agreements, Leased Property Agreements, the Authorizations, Union Contracts, and the Warranties and Guaranties (the “Property Agreements”). Purchaser further acknowledges that Seller is relying on Manager to provide copies of the Property Agreements. Purchaser acknowledges that Purchaser is assuming all Property Agreements whether or not copies of which have been provided to Purchaser, and except with respect to those representations and warranties expressly set forth in this Agreement (a breach of which Purchaser may maintain an action in accordance with and subject to Article IX and Section 10.12 of this Agreement), Purchaser hereby waives any claims Purchaser may have for the fact that a particular Property Agreement may not have been provided to Purchaser for its review; provided, however, as its sole and exclusive remedy (except with respect to those representations and warranties expressly set forth in this Agreement (a breach of which Purchaser may maintain an action in accordance with and subject to Article IX and Section 10.12 of this Agreement)), Purchaser shall not be required to assume any Property Agreement which has not been provided to Purchaser to the extent Seller is a direct party to such Property Agreement or Seller’s prior consent was required in order for Manager to enter into such Property Agreement pursuant to the terms of the Management Agreement.

Except with respect to those representations and warranties expressly set forth in this Agreement (a breach of which Purchaser may maintain an action in accordance with and subject to Article IX and Section 10.12 of this Agreement), and except as set forth in the proviso in the first paragraph of this Section 3.21, it is specifically understood and agreed by Seller and Purchaser that Seller does not make, and shall not be deemed to have made, any representation, warranty or covenant with respect to (1) any Environmental Laws that may affect any of the Property or (2) the presence or absence of any Hazardous or Toxic Substances in, on, above, under or about any of the Property. Purchaser, for itself and its successors in interest, hereby releases Seller and its Affiliates from, and waives all claims and liability against Seller and its Affiliates for or attributable to, any structural, physical and/or environmental condition at the Property, including without limitation the presence, discovery or removal of any Hazardous Substances or Toxic Substances in, at, about or under such Property, or connected with or arising out of any and all claims or causes of action based upon any Environmental Laws or any related claims or causes of action or any other federal or state based statutory or regulatory or other causes of action for environmental contamination at, in or under any Property. As used in this Section 3.21, (A) the term “Environmental Laws” means, collectively, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. §§ 9601 et seq.) and as may be further amended from time to time, the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act, as amended by the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §§ 11001 et

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seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 5101 et seq.), the California Hazardous Waste Control Law (California Health & Safety Code §§ 25100 et seq.), the Porter-Cologne Water Quality Control Act (California Water Code §§ 13000 et seq.), and the Safe Drinking Water and Toxic Enforcement Act of 1986 (California Health & Safety Code §§ 25249.5 et seq.), as the same are amended, any other applicable federal, state and local laws, and any and all rules and regulations which have become effective prior to the Effective Date under any and all of the aforementioned laws, and other federal, state, and local environmental statutes, codes, ordinances, rules, orders and regulations now or hereafter in effect relating to pollution or the protection of the environment, including without limitation, all laws, statutes, codes, ordinances, rules, common law, orders, regulatory directives, guidance documents, consent decrees, permits, regulations and other requirements of governmental authorities governing or relating to the generation, use, collection, preservation, conservation, treatment, storage, transportation, recovery, removal, discharge, spill or disposal of any or all Hazardous or Toxic Substances, and (B) the term “Hazardous Substances” or “Toxic Substances” means (I) materials and substances listed or defined as “hazardous”, “extremely hazardous”, “hazardous substances”, “hazardous materials”, “hazardous waste”, “extremely hazardous waste”, “restricted hazardous waste”, “toxic substances” or “toxic wastes” in (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601-9675, as amended by the Superfund Amendments and Reauthorization Act of 1988, and any further amendments thereto and rules, orders and regulations thereunder; (ii) the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901-6992, as amended by the Hazardous and Solid Waste Amendments of 1984, and any further amendments thereto and rules, orders and regulations thereunder; (iii) California Health & Safety Code § 25501, (iv) California Health & Safety Code § 25281, (v) Article 4 of Title 22 of the California Administrative Code, Division 4.5, Chapter 11, (vi) Federal Resource Conservation and Recovery Act § 1004 (42 U.S.C. §6901 et seq.) or (vii) any other Environmental Laws, and (II) any pollutants, contaminants, hazardous, dangerous or toxic chemicals, materials, substances or wastes (including petroleum, petroleum by-products, radon, asbestos and asbestos containing materials, per- and polyfluoroalkyl substances, polychlorinated biphenyls, PCB-containing equipment, radioactive elements, infectious agents, and urea formaldehyde), as such terms may be used in any Environmental Laws and any other substances regulated because of their effect or potential effect on public health and the environment, including mold pursuant to California Health & Safety Code § 26140, lead paint, putrescible materials, and methamphetamine contamination pursuant to California Health & Safety Code § 25400.28 (but excluding solvents, cleaning fluids, and other lawful substances used in the ordinary operation and maintenance of the Property).

Purchaser and its successors, assigns, heirs, devisees and executors, agrees, represents and warrants that the matters released in this Section are not limited to matters which are known or disclosed, and hereby waives any and all rights and benefits which it now has, or in the future may have, conferred upon it by virtue of the provisions of Section 1542 of the Civil Code of the State of California which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS

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OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

________________

Purchaser’s Initials

Purchaser also further expressly waives and relinquishes all statutes, rights, remedies and benefits of all other jurisdictions, state and federal, which are all of the same or similar import or effect as Section 1542 of the California Civil Code.

________________

Purchaser’s Initials

ARTICLE IV. PURCHASER’S REPRESENTATIONS AND WARRANTIES

To induce Seller to enter into this Agreement and to sell the Property, Purchaser hereby makes the following representations and warranties:

4.1.    Organization and Power. Purchaser is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to enter into and perform its obligations under this Agreement and any document or instrument required to be executed and delivered on behalf of Purchaser hereunder.

4.2.    Authorization and Execution. This Agreement has been duly authorized by all necessary action on the part of Purchaser, has been duly executed and delivered by Purchaser, constitutes the valid and binding agreement of Purchaser and is enforceable in accordance with its terms. The person executing this Agreement on behalf of Purchaser has the authority to do so.

4.3.    Non-contravention. The execution and delivery of this Agreement and the performance by Purchaser of its obligations hereunder do not and will not contravene, or constitute a default under, any provisions of applicable law or regulation, Purchaser’s organizational documents, or any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser or result in the creation of any lien or other encumbrance on any asset of Purchaser.

4.4.    Litigation. There is no action, suit or proceeding, pending or known to be threatened, against or affecting Purchaser in any court or before any arbitrator or before any

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Governmental Authority which (a) in any manner raises any question affecting the validity or enforceability of this Agreement or any other agreement or instrument to which Purchaser is a party or by which it is bound and that is to be used in connection with, or is contemplated by, this Agreement, (b) would materially and adversely affect the business, financial position or results of operations of Purchaser, or (c) would materially and adversely affect the ability of Purchaser to perform its obligations hereunder, or under any document to be delivered pursuant hereto.

4.5.    Patriot Act. Purchaser is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by the United States Treasury Department as a Specifically Designated National and Blocked person, or for or on behalf of any person, group, entity or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism; and it is not engaged in this transaction directly or indirectly on behalf of, or facilitating this transaction directly or indirectly on behalf of, any such person, group, entity or nation.

4.6.    Terrorism. None of Purchaser or, to Purchaser’s actual knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(a)    None of Purchaser or, to Purchaser’s actual knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State, or other U.S. government agencies, all as may be amended from time to time.

(b)    None of Purchaser or, to Purchaser’s actual knowledge, its Affiliates or, without inquiry, any of its brokers or other agents, in any capacity in connection with the purchase of the Property (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

The term “to Purchaser’s knowledge” or similar phrase as used in this Agreement, shall mean the then actual current conscious knowledge of Aman Gupta without further investigation or inquiry.

ARTICLE V. CONDITIONS PRECEDENT

5.1.    As to Purchaser’s Obligations. Purchaser shall have the remedies and Closing obligations set forth in Section 9.1 hereof, which section contains the sole and exclusive remedies and Closing obligations of Purchaser, if any of the following conditions are not satisfied or waived by Purchaser on or before the Closing Date (unless the failure to satisfy such condition is caused by the default of Purchaser or its Affiliates under this Agreement, or is otherwise within the reasonable control of Purchaser):

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(a)    Seller’s Deliveries. Seller shall have delivered to or for the benefit of Purchaser, on or before the Closing Date, all of the documents required of Seller pursuant to Sections 7.2 and 7.4 hereof.

(b)    Representations, Warranties and Covenants; Obligations of Seller. All of Seller’s representations and warranties made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then made (except for untruths or inaccuracies of which Purchaser obtains actual knowledge prior to the expiration of the Study Period); and Seller shall have performed in all material respects all of its covenants and other obligations under this Agreement, including the obligation to cure or correct all Must-Cure Title Encumbrances and any other of Purchaser’s Objections that Seller has agreed to cure or correct in writing pursuant to this Agreement. For the avoidance of doubt, any Operating Agreement entered into subsequent to the Effective Date that is approved by Purchaser (or for which Purchaser has no right to approve) pursuant to Section 6.1 of this Agreement shall not constitute a failure of this condition or give rise to a Claim pursuant to Section 10.12.

(c)    Operating Lease. The Operating Lease shall be terminated without cost or expense to Purchaser.

(d)    Title Policy. Title Company shall have irrevocably and unconditionally committed to Purchaser to issue the Owner’s Title Policy, dated as of the date the Deed is recorded.

(e)    Tax Clearance Status Letter. Receipt of the item described in Section 6.10(ii) (the “Tax Status Letter”); provided, if this condition is not satisfied at Closing (i) due to the disclosure of unpaid Taxes with respect to the Hotel as set forth in the Tax Status Letter (“Unpaid Taxes”), this condition shall be deemed satisfied if Seller pays such Unpaid Taxes at Closing, or (ii) due to the failure to have timely received the Tax Status Letter, this condition shall be deemed satisfied if Seller agrees to promptly provide such Tax Status Letter to Purchaser upon receipt following the Closing and pay any Unpaid Taxes disclosed therein, which payment obligation shall survive Closing.

(f)    Management Agreement. Purchaser shall have received (i) Manager’s consent to the assignment and assumption of the Management Agreement between Seller and Purchaser as evidenced by its executed counterpart to the Assignment and Assumption of Management Agreement, and (ii) an estoppel certificate from Manager in the form attached hereto as Exhibit J.

Each of the conditions contained in this Section are intended for the benefit of Purchaser and may be waived in whole or in part, in writing, by Purchaser or automatically if Purchaser proceeds to Closing.

5.2.    As to Seller’s Obligations. Seller shall have the remedies and Closing obligations set forth in Section 9.2 hereof, which section contains the sole and exclusive remedies and Closing obligations of Seller, if any of the following conditions are not satisfied or waived by

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Seller on or before the Closing Date (unless the failure to satisfy such condition is caused by the default of Seller or its Affiliates under this Agreement, or is otherwise within the reasonable control of Seller):

(a)    Purchaser’s Deliveries. Purchaser shall have delivered to or for the benefit of Seller, on or before the Closing Date, all of the documents and payments required of Purchaser pursuant to Sections 7.3 and 7.4 hereof.

(b)    Representations, Warranties and Covenants; Obligations of Purchaser. All of Purchaser’s representations and warranties made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then made and Purchaser shall have performed in all material respects all of its covenants and other obligations under this Agreement.

(c)    Management Agreement. Manager shall have approved Purchaser assuming all obligations of Seller and Operating Lessee, as applicable, under the Management Agreement, as evidenced by its executed counterpart to the Assignment and Assumption of Management Agreement.

Each of the conditions contained in this Section are intended for the benefit of Seller and may be waived in whole or in part, in writing, by Seller or automatically if Seller proceeds to Closing.

ARTICLE VI. COVENANTS OF SELLER AND PURCHASER

6.1.    Operating Agreements/Occupancy Agreements/Leased Property Agreements. From and after the Effective Date, and subject to the terms of the Management Agreement, Seller shall not enter into any new Operating Agreements, Occupancy Agreements or Leased Property Agreements or any modifications to any such agreements except as required by the terms thereof, unless (a) any such agreement or modification will not bind Purchaser or the Property after the Closing Date or is subject to termination on not more than thirty (30) days’ notice without penalty, or (b) Seller has obtained Purchaser’s prior written consent to such agreement or modification, which consent (i) prior to the expiration of the Study Period shall not be unreasonably withheld or delayed and shall be deemed given if, within five (5) business days following Purchaser’s receipt of Seller’s request, Purchaser fails to provide Seller with a reasonably detailed written description of the reason Purchaser withholds its consent and, if applicable, a statement of those changes, which, if made, would cause Purchaser to grant its consent, and (ii) after the expiration of the Study Period shall be in Purchaser’s sole and absolute discretion with no deemed approval (clauses (i) and (ii) together, the “Approval Standard”). Seller, at no cost to Seller, shall take reasonable efforts to assist Purchaser in obtaining any required consents to the assignment to Purchaser of the Operating Agreements or Leased Property Agreements; provided, however, Seller shall pay all fees, charges and expenses relating to such consents. Seller may cancel any Operating Agreement, Occupancy Agreement or Leased Property Agreement at any time prior to the Closing with the prior written consent of Purchaser, which consent shall be subject to the Approval Standard; provided, however, if Seller elects to

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cancel any such agreement, Seller shall pay any termination fee associated with such termination, and shall give Purchaser notice of such termination. Notwithstanding anything contained in this paragraph to the contrary, in no event shall the Approval Standard apply or Purchaser’s consent be required to the extent Manager enters into any agreement which the Management Agreement expressly provides is within Manager’s discretion and does not require Seller’s consent.

6.2.    Warranties and Guaranties; Authorizations. Seller shall not, before or after Closing, release or modify any Warranties and Guaranties, if any, except with the prior written consent of Purchaser, which consent shall be subject to the Approval Standard.

6.3.    No Transfers. Seller shall not sell, exchange, assign, transfer, convey, lease, option, or otherwise dispose of all or any part of the Real Property or any interest therein, except to the extent within Manager’s authority without Seller’s consent under the Management Agreement.

6.4.    Insurance. Seller shall pay all premiums on, and shall not cancel or voluntarily allow to expire, any of Seller’s Insurance Policies unless such policy is replaced, without any lapse of coverage, by another policy or policies providing coverage at least as extensive as the policy or policies being replaced.

6.5.    Operation of Property Prior to Closing. Seller covenants and agrees with Purchaser that, to the extent it is legally entitled to do so, between the Effective Date and the Closing Date and subject to the terms of the Management Agreement:

(a)    Subject to the restrictions contained herein, and events or conditions beyond Seller’s reasonable control, Seller shall operate and maintain the Property in substantially the same manner in which it operated the Property prior to the execution of this Agreement.

(b)    Seller shall pay (subject to legal rights of appeal and protest) prior to delinquency all ad valorem, occupancy and sales taxes due and payable with respect to the Property or the operation of the Hotel.

(c)    Subject to seasonal differences, market conditions and events or conditions beyond Seller’s reasonable control, Seller shall continue to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as it did prior to the execution of this Agreement; and all advance room bookings and reservations and all meetings and function bookings shall be booked at rates, prices and charges charged by Seller for such purposes in the ordinary course of business consistent with past practices. Seller acknowledges that the Purchase Price includes the transfer of Advance Bookings and any payments and/or deposits made pursuant to such Advance Bookings.

(d)    Seller shall promptly advise Purchaser of any material litigation, arbitration or administrative hearing concerning the Property of which Seller obtains actual knowledge.

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(e)    Seller shall maintain its books and records in the ordinary course of business in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books and records in prior years.

(f)    Seller shall refrain from removing or causing or permitting to be removed any part or portion of the Real Property, Tangible Personal Property owned by Seller other than in the normal course of business without the prior written consent of Purchaser, which consent shall be subject to the Approval Standard, unless the same is replaced, prior to Closing, with similar items of at least equal or better suitability, quality and value, free and clear of any liens or security interests.

(g)    Seller shall use commercially reasonable efforts (i) to renew or replace, or cause Manager to renew or replace, any Authorizations that are expired as of the Effective Date (including the expired Authorizations set forth on Schedule 3.9 hereto) or which will expire prior to the Closing Date and (ii) to cure the violations disclosed on Schedule 3.4 hereto, in each case prior to Closing.

6.6.    Employee Claims. Purchaser shall hold harmless, indemnify and defend Seller and Manager from and against any and all claims, causes of action, proceedings, judgments, damages, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Seller or Manager with respect to claims, causes of action, judgments, damages (excluding punitive damages), penalties and liabilities asserted by Hotel Employees to the extent arising out of or related to any act, failure to act, any transaction or any facts or circumstances (including, without limitation, any obligations under any Union Contracts) occurring from and after the Closing Date, including, without limitation (A) the termination of any such Hotel Employees from and after the Closing Date; (B) any and all liability under the WARN Act; (C) the failure of Manager to comply with the provisions of any Union Contract from and after the Closing; (D) any claim arising under the Family and Medical Leave Act or other state leave of absence statute made by someone on a statutorily approved leave of absence at the time of Closing; (E) any alleged discrimination, breach of contract or other wrongful termination (under federal statutes, state statutes or common law); and (F) any alleged right to workers’ compensation benefits, unemployment compensation or statutory or contractual severance, including claims for any withdrawal liability or unfunded liability incurred because of participation in any pension plan covered by the Multiemployer Pension Plan Amendments Act of 1980 or other multiemployer pension plan or similar fund.

6.7.    Collective Bargaining Agreement. Purchaser shall cause Manager to perform, pay, satisfy and discharge all duties, liabilities and obligations arising from or in connection with the Union Contracts, in each case first arising from and after the Closing Date. If requested by UNITE HERE Local 2, Purchaser shall execute an owner’s letter assuming the successorship obligations under the UNITE HERE Local 2 Union Contract. The parties acknowledge that Manager contributes to two multiemployer pension plans under the Union Contracts (the “Multiemployer Plan(s)”), each of which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. The existing “employer” with respect to the Hotel for purposes of Title IV of ERISA is Manager. As a result, neither the Seller has nor, subsequent to the Closing Date, shall the Purchaser have, an obligation to contribute to the Multiemployer Plans with respect to

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the Hotel. The parties recognize, however, that a Multiemployer Plan may contend otherwise, and accordingly, the parties have agreed to include provisions herein sufficient to comply with Section 4204 of ERISA as if the Seller had an obligation to contribute to the Multiemployer Plans with respect to the Hotel. In doing so, neither the Seller nor the Purchaser admits or acknowledges that it is an “employer” with respect to the Hotel for purposes of Title IV of ERISA, or has an obligation to contribute to the Multiemployer Plans with respect to the Hotel. The parties agree that if required by representatives of a Multiemployer Plan, they will notify the Multiemployer Plan of their intention that this transaction comply with Section 4204 of ERISA. Seller and Purchaser agree that each is an “unrelated party,” as defined in Section 4204(d) of ERISA. Accordingly, the Purchaser agrees it shall (or shall cause Manager to) contribute to each Multiemployer Plan after the Closing Date with respect to the operations of the Hotel for substantially the same number of contribution base units within the meaning of Section 4001(a)(11) of ERISA for which Seller (or Manager) had an obligation to contribute to such Multiemployer Plan with respect to the Hotel. Furthermore, in the event of Purchaser’s complete withdrawal or partial withdrawal (within the meaning of Section 4203 and 4205, respectively of ERISA) from a Multiemployer Plan at any time within the period from the Closing Date through the end of the fifth plan year of such Multiemployer Plan, Purchaser shall hold harmless, indemnify and defend or cause to be indemnified and defended Seller and its Affiliates from and against any and all withdrawal liability incurred by Seller arising out of or related to such complete or partial withdrawal by Purchaser.

(a)    Purchaser and Seller intend that the sale of the Hotel contemplated by this agreement shall qualify under Section 4204 of ERISA and accordingly that no complete or partial withdrawal shall be deemed to have occurred by reason of such sale. The Purchaser and Seller shall each cooperate with one another for the purpose of establishing the availability of or obtaining a variance or exemption from the bond or escrow requirement under section 4204(a)(1)(B) of ERISA and the sale-contract requirement under section 4204(a)(1)(C) of ERISA pursuant to 29 C.F.R. Part 4204. Purchaser shall be responsible for making the request to the Multiemployer Plans for such variance, if necessary. The following provisions shall apply only if no such variance is available and any such request is denied.

(b)    If no such variance or exemption is available or any such request is denied, in each case as provided in clause (a) above, then Purchaser shall provide to the Multiemployer Plan during the period commencing on the first day of the plan year following the Closing Date and ending on the expiration of the fifth such plan year (the “Contribution Period”), a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA, or an amount held in escrow by a bank or similar financial institution satisfactory to the Multiemployer Plan, in an amount equal to the greater of (i) the average annual contribution required to be made by Seller (or Manager) with respect to the operations of the Hotel for the three plan years of the Multiemployer Plan preceding the plan year in which the Closing Date occurs or (ii) the annual contribution Seller was required to make under the Multiemployer Plan with respect to the operations of the Hotel for the last plan year prior to the plan year in which the Closing Date occurs.

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(c)    If after the Closing Date but prior to the expiration of the Contribution Period, Purchaser withdraws from a Multiemployer Plan in a complete or partial withdrawal (as defined in Sections 4203 and 4205 of ERISA) with respect to the operations of the Hotel, Seller shall be secondarily liable for any withdrawal liability it would have had to the Multiemployer Plan with respect to the operation of the Hotel (but for Section 4204 of ERISA) if the liability of the Purchaser with respect to the Multiemployer Plan is not paid.

(d)    Seller shall be responsible for posting any bond or an amount in escrow, and all expenses and costs associated therewith, which may be required under Section 4204(a)(3) by reason of a distribution of the assets of or a liquidation of Seller.

(e)    Purchaser shall indemnify Seller and its Affiliates from and against any and all claims, causes of action, proceedings, judgments, damages, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Seller arising out of any breach of this Section 6.7 by Purchaser.

(f)    The provisions of this Section 6.7 shall survive the Closing.

6.8.    Estoppels. Promptly following Purchaser’s request, Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser estoppel certificates from the counterparties under (i) any reciprocal easement agreements, operating easement agreements, and covenants, conditions and restrictions, affecting all or any portion of the Property, and (ii) the Occupancy Agreements, in each case in such form as Purchaser provides to Seller. In no event shall failure to obtain an estoppel be a default by Seller or a condition to Purchaser’s obligation to close hereunder.

6.9.    Downtown Rail Extension. Seller shall not enter into any agreement relating to the public transit project relating to the future tunnel alignment of The Portal, which is commonly referred to as the “Downtown Rail Extension” (such project, the “Transit Project”), or grant its consent to the Transit Project or any aspect or element thereof, including granting any easements or subsurface rights relating thereto, unless in each case Seller has obtained Purchaser’s prior written consent to the same, which consent shall be in Purchaser’s sole and absolute discretion. Seller shall promptly advise Purchaser of any communications with applicable Governmental Authorities relating to the Transit Project and provide copies of the same to Purchaser. Purchaser shall request from applicable Governmental Authorities such information relating to the Transit Project as Purchaser may reasonably request from time to time.

6.10.    Tax Clearance Certificates. Seller shall reasonably cooperate with Purchaser in securing a tax clearance certificate with respect to (a) sales and use taxes from the California Department of Tax and Fee Administration pursuant to Section 6813 of the California Revenue and Tax Code and (b) transient occupancy taxes from the City of San Franciso for any seller’s permit held by Seller or Manager for the Property. Following execution of this Agreement, Seller shall, or to the extent such seller’s permits are held by Manager, request that Manager (i) apply to the California Department of Tax and Fee Administration or the City of San Francisco,

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as applicable, for a certificate of tax clearance showing that all sales and use taxes and transient occupancy taxes with respect to the Property to be paid by Seller (or Manager in respect of the Hotel) to the State of California or the City of San Francisco have been paid or that none are owing and Seller shall thereafter diligently pursue obtaining the same and Seller shall deliver the same to Purchaser as soon as received; and (ii) deliver to Purchaser evidence of payment of such taxes due through Closing from the City and County of San Francisco.

6.11.    Ongoing Work.

(a)    Seller is presently pursuing the capital projects on the Property more particularly described on Schedule 6.11 (the “Ongoing Work”). Seller shall diligently pursue completion, in a good and workmanlike manner and in compliance with all Applicable Laws, of the Ongoing Work prior to Closing; provided, that subject to Seller’s compliance with such obligation, Purchaser agrees to accept the Property at Closing subject to the Ongoing Work in its then-existing state of completion as of the Closing.

(b)    Seller shall keep Purchaser reasonably informed as to the progress of the Ongoing Work, and shall be available, and shall make Seller’s contractors, architect, engineer and other professional consultants available, at reasonable times upon reasonable prior notice from Purchaser and for reasonable durations, to meet with Purchaser in order to address any questions or concerns and to keep Purchaser reasonably informed as to the progress of the Ongoing Work.

(c)    Purchaser shall receive a credit at Closing in an amount equal to the aggregate unpaid costs and expenses then remaining in order to complete the Ongoing Work, which amount shall be equal to the amount set forth in the Ongoing Work Budget less the amount of any costs and expenses paid by Seller in respect of the Ongoing Work prior to Closing (which costs and expenses shall be evidenced by paid invoices), and whether such costs and expenses relate to work (i) which has been performed but has not been paid prior to Closing or (ii) which is to be performed by Purchaser from and after Closing, and shall include any unfunded retainage. Upon the request of Purchaser, Seller will provide to Purchaser lien waivers for the costs and expenses paid by Seller in respect of the Ongoing Work prior to Closing. Furthermore, Seller agrees to provide the Title Company that which is necessary so that no exception is included on the Owner’s Title Policy which relates to mechanics or materialman’s liens in connection with the Ongoing Work.

ARTICLE VII. CLOSING

7.1.    Closing. The Closing shall occur on the Closing Date. As more particularly described below, at the Closing the parties hereto will (i) execute or cause to be executed, or instruct the Escrow Agent to release, all of the documents required to be delivered in connection with the transactions contemplated hereby (the “Closing Documents”), (ii) deliver or cause to be delivered the same to Escrow Agent, and (iii) take or cause to be taken all other action required to be taken in respect of the transactions contemplated hereby. The Closing will occur through

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escrow at the offices of the Title Company or at such other place as Purchaser and Seller may mutually agree. At the Closing, Purchaser shall deliver the balance of the Purchase Price to Escrow Agent as provided herein. As provided herein, the parties hereto will agree upon adjustments and prorations to certain items which cannot be exactly determined at the Closing and will make the appropriate adjustments with respect thereto. Possession of the Property shall be delivered to Purchaser at the Closing, subject only to Permitted Title Exceptions and the rights of tenants, licensees and concessionaires under the Occupancy Agreements and guests in possession. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall have one (1) option to extend the Closing Date by up to thirty (30) days (the “Extension Period”) by: (i) delivering to Seller written notice of its election to extend the Closing Date at least five (5) business days prior to the then scheduled Closing Date, and (ii) delivering to Escrow Agent on or before the first day of the Extension Period a wire transfer or cashier’s or certified check in the sum of in the amount of One Million and No/100 Dollars ($1,000,000.00) (the “Extension Deposit”), which Extension Deposit shall become part of the “Deposit” for all purposes under this Agreement.

7.2.    Seller’s Deliveries. At the Closing, Seller shall deliver or shall cause Manager to deliver, as applicable, to Escrow Agent all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged and/or sworn, on behalf of Seller, and shall be dated to be effective as of the Closing Date:

(a)    The Deed.

(b)    The Bill of Sale.

(c)    The Assignment and Assumption Agreement.

(d)    The Assignment of Occupancy Agreements.

(e)    The FIRPTA Certificate.

(f)    Evidence of termination of the Operating Lease.

(g)    The originals of all Property Agreements being assumed by Purchaser at Closing, to the extent in the possession or control of Seller, Manager or Seller’s agents (which will be satisfied if such items are maintained at the Hotel).

(h)    All keys, the books and records and all Warranties and Guaranties and Authorizations, in the possession of Seller, Manager or Seller’s agents, together with such property files and records in connection with the continued operation, leasing and maintenance of the Property in Seller’s or Manager’s possession (which will be satisfied if such items are maintained at the Hotel).

(i)    Any real estate transfer tax declarations, forms, or similar document required under applicable law in connection with the conveyance of the Property.

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(j)    Any other document or instrument specifically required by this Agreement to be delivered by Seller on or before the Closing Date.

(k)    An Assignment and Assumption of Management Agreement in the form attached hereto as Exhibit I, subject to changes required by Manager which are reasonably acceptable to Seller and Purchaser (the “Assignment and Assumption of Management Agreement”).

(l)    California Real Estate Withholding Statement – Form 593.

(m)    The Trademark Assignment.

(n)    Such agreements, affidavits or other documents as may be reasonably required by the Title Company from Seller to issue the Owner’s Title Policy, including an owner’s affidavit in the form required by the Title Company.

7.3.    Purchaser’s Deliveries. At or prior to the Closing, Purchaser shall deliver or cause to be delivered to Escrow Agent the following, duly executed and, where applicable, acknowledged and/or sworn on behalf of Purchaser, and dated as of the Closing Date:

(a)    The Assignment and Assumption Agreement.

(b)    The Assignment of Occupancy Agreements.

(c)    The Assignment and Assumption of Management Agreement.

(d)    A California Preliminary Change of Ownership Report.

(e)    The Trademark Assignment.

(f)    Any other documents or instruments specifically required by this Agreement to be delivered by Purchaser on or before the Closing Date.

(g)    At the Closing, Purchaser shall deliver to Escrow Agent the portion of the Purchase Price described in Section 2.2 hereof.

7.4.    Mutual Deliveries. At the Closing, Purchaser and Seller shall mutually execute and deliver or cause to be delivered:

(a)    A closing statement reflecting the Purchase Price and the adjustments and prorations required hereunder and the allocation of income and expenses required hereby.

(b)    Such other and further documents, papers and instruments as may be reasonably required by the parties hereto or their respective counsel or the Title Company which are not inconsistent with this Agreement or the other Closing Documents.

To the extent the delivery of any of the items in Sections 7.2, 7.3 or 7.4 of this Agreement are conditions precedent to the obligation of a party pursuant to Sections 5.1 or 5.2 of this Agreement, and the condition relating to any such item is not satisfied as of Closing, but the party for whose benefit such unsatisfied condition is made elects, nonetheless, to proceed to

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Closing, the delivery of the item applicable to the unsatisfied condition shall not be required pursuant to the provisions of Section 7.2, 7.3 or 7.4 of this Agreement.

7.5.    Closing Costs. Except as is explicitly provided in this Agreement, each party hereto shall pay its own legal fees and expenses. All filing fees for the Deed and the transfer, recording, sales or other similar taxes and surtaxes due with respect to the transfer of title, as well as the cost for title insurance, endorsements and surveys, and any other costs specified on Schedule 1 attached hereto, shall all be paid in accordance with allocations set forth in Schedule 1. To the extent releases or corrective instruments are required to be delivered by Seller pursuant to the terms of this Agreement, Seller shall pay for the costs associated with the releases of any deeds of trust, mortgages and other Must-Cure Title Encumbrances encumbering the Property and for any costs associated with any corrective instruments. All other costs (except any costs incurred by either party for its own account) which are necessary to carry out the transactions contemplated hereunder shall be allocated between Purchaser and Seller in accordance with local custom in the jurisdiction in which the Hotel is located. The provisions of this Section 7.5 shall survive the Closing and any termination of this Agreement.

7.6.    Revenue and Expense Allocations. All revenues and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Seller and Purchaser as provided herein. Pursuant to such allocation, Seller shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the Closing Date, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the Closing Date. Such allocations and adjustments shall be shown on the closing statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the cash amount payable by Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing, the following items of revenue and expense shall be allocated and prorated as of 11:59 p.m. on the night prior to the Closing Date (the “Cut-Off Time”):

(a)    Current rents (excluding rent under the Operating Lease).

(b)    Real estate and personal property taxes.

(c)    Revenue and expenses under the Operating Agreements and Leased Property Agreements to be assigned to and assumed by Purchaser. Seller and Purchaser agree that expenses under Operating Agreements which constitute repairs and/or maintenance, other than relating to the Ongoing Work (responsibility for which shall be governed by Section 6.11 hereof), shall be allocated to Seller as to work completed prior to the Closing Date (and applicable retainage related thereto) and shall be allocated to Purchaser as to work completed from and after the Closing Date (and applicable retainage related thereto).

(d)    Utility charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity).

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(e)    Municipal or other governmental improvement liens and special assessments, which shall be paid by Seller at Closing where the work has been completed, and which shall be assumed by Purchaser at Closing and paid by Purchaser where the work has been authorized or started, but not completed; provided, however, that if such liens or assessments are payable in installments, the amount of the installment applicable to the period which includes the Closing Date shall be allocated in the same manner as other items of expenses herein; and for all other installments, Seller shall be responsible for the payment of and shall pay such installments relating to periods prior to the Closing Date and Purchaser shall be responsible for the payment of and shall pay such installments relating to periods from and after the Closing Date.

(f)    License and permit fees, where transferable.

(g)    Operating Profit (as defined in the Management Agreement, without duplication of any other proration herein, and the Incentive Fee (as defined in the Management Agreement), with the Owner’s Priority (as defined in the Management Agreement) being prorated on the basis of the actual number of days in the year in which the Closing occurs) shall be prorated based on the actual Operating Profit generated prior to Closing being allocated to Seller and the actual Operating Profit generated from and after Closing being allocated to Purchaser, and any insurance premiums required to be reimbursed or paid to Manager.

(h)    All other revenues and expenses of the Property, including, but not limited to, such things as restaurant, bar and meeting room income and expenses and the like.

(i)    Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the City and County where the Property is located.

Seller shall receive a credit for any documented prepaid expenses accruing to periods on or after the Closing Date.  Purchaser shall receive a credit against the Purchase Price for the total of (i) prepaid rents, (ii) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (iii) unforfeited security deposits together with any interest payable to a tenant thereon held by Seller or Operating Lessee under Occupancy Agreements.  At Closing, Seller shall sell to Purchaser in connection with the Hotel, and Purchaser shall purchase from Seller, in addition to the Purchase Price:  (i) all cash funds in the Capital Expenditure Reserve Account for face value and all cash on hand or on deposit in any house bank at the Hotel, and any other cash funds held by Manager, whether in reserves or that relate to accrued expenses or otherwise, that are retained by Manager for the benefit of the Property; (ii)  the so-called “guest ledger” as mutually approved by Purchaser and Seller or Operating Lessee for the Hotel of guest accounts receivable payable to the Hotel less actual collection costs (i.e. fees retained by credit card companies) as of the check-out time for the Hotel on the Closing Date (based on guests and customers then using the Hotel) both (1) in occupancy from the preceding night through check out time the morning of the Closing Date, and (2) previously in occupancy prior to check out time on the Closing Date, less accounting charges for rooms furnished on a gratuity or complimentary basis to any hotel staff or as an

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accommodation to other parties and less Purchaser’s one-half (1/2) share of the Rooms Ledger; and (iii) any accounts receivable for the Hotel (other than the Rooms Ledger) in an amount equal to (1) one hundred percent (100%) of the amount of those receivables which are aged thirty (30) days or less as of the Closing Date, plus (2) seventy-five percent (75%) of those receivables aged thirty-one to sixty (31-60) days as of the Closing Date, plus (3) zero percent (0%) of those receivables aged greater than sixty (60) days as of the Closing Date. For purposes of this Agreement, transfer or sale at face value for cash and cash reserve amounts shall mean an amount equal to the total of all cash funds and cash reserve amounts that are transferred to Purchaser (or retained by Manager for the benefit of the Property).  The purchase price of said petty cash fund and guest ledger shall be paid to Seller at Closing by a credit to Seller in the computation of the adjustments and prorations on the Closing Date.

Seller shall be solely responsible and liable for payment of all costs and expenses arising under the Union Contracts and any costs and expenses associated with accrued but unpaid salary, wages and bonuses, accrued but unpaid profit sharing and pension, retirement, health and welfare benefits, accrued but unpaid fringe benefits, accrued but unpaid employee severance payments, and other accrued but unpaid compensation and fringe benefits, earned vacation pay, and all accrued and/or earned sick leave and there shall be a credit against the Purchase Price equal to the amount of any such amounts that are accrued and/or earned, but unpaid, as of the Closing Date. To the extent that Hotel Employees have, as of the Closing Date, any accrued but unused vacation days, holidays, sick leave, personal days and any other form of paid time off or leave (whether under the Management Agreement or otherwise) or will be entitled to an annual or other bonus at the end of the annual or other period in which the Closing Date occurs, (i) there shall be a credit against the Purchase Price equal to the amount of the value of any such days or time (and the anticipated amounts of any such bonuses based on budgeted performance as of the Closing Date, if applicable, to the extent attributable to the period prior to the Closing Date, such bonuses to be trued-up during the post-Closing prorations reconciliation period based on actual performance), and (ii) Purchaser shall be solely responsible and liable for payment of all such amounts to the extent of such credit.

Seller shall be required to pay or cause to be paid all retail sales (as distinguished from any tax on the sale of any Tangible Personal Property effected pursuant to this Agreement), occupancy and liquor taxes and like impositions up to but not including the Closing Date. Any such taxes applicable to the Rooms Ledger shall be apportioned equally between Seller and Purchaser.

Purchaser shall receive a credit at Closing for the value equivalent to seventy-five percent (75%) of all outstanding: (i) gift certificates, vouchers, donations and other similar obligations which have been issued by Seller or Manager, (ii) trade credits, trade-out or barter arrangements payable by Seller to any other party for services rendered in the past or to be rendered in the future, in each case which may be used in full or partial payment for any Hotel service, including room rentals, food and beverage service, or any other item.

If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes) or

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obligations are subject to future reconciliation (as, for example, in the case of the Incentive Fee), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final bill or other evidence of the applicable revenue or expense (which, in the case of the Incentive Fee shall be the Annual Operating Statement (as defined in the Management Agreement) with respect to the Fiscal Year (as defined in the Management Agreement) in which the Closing occurs). The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any revenue received or expense incurred by Seller or by Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Closing adjustments and prorations, as provided for in this Section 7.6, shall be tentatively determined by Seller and Purchaser as of the Cut-Off Time and payment of the net figure resulting therefrom shall be paid by adjusting the Purchase Price, except as otherwise provided herein. Seller shall prepare a draft prorations schedule to be delivered to Purchaser no later than five (5) business days prior to the Closing Date and the Closing shall occur and a preliminary closing statement shall be signed by Seller and Purchaser.

Except for prorations for real estate taxes and other assessments (which shall be adjusted within thirty (30) days of receipt of the tax bill for the tax year in which the Closing occurs); prorations for the Incentive Fee (which shall be adjusted within thirty (30) days of receipt of the Annual Operating Statement), and amounts of accrued bonus and other compensation which are typically paid at year-end (which shall be adjusted within thirty (30) days after they are actually paid), Purchaser and Seller shall make a one-time post-Closing adjustment of any item of income and expense subject to adjustment as provided above which was either incomplete or incorrect (whether as a result of an error in calculation or a lack of complete and accurate information) as of the Closing. Purchaser will prepare and deliver to Seller for its review and approval a statement of prorations (the “Final Statement”) within one hundred twenty (120) days following the Closing Date, and the party in whose favor the original incorrect adjustment or error was made (“Adjusting Party”) shall pay to the other party (“Requesting Party”) the sum necessary to correct such prior incorrect adjustment or error within ten (10) business days after completion of the Final Statement. Notwithstanding any provision of this Agreement to the contrary, all items required to be adjusted pursuant to this Section 7.6 shall be adjusted within one hundred and twenty (120) days of Closing (except real estate taxes, the Incentive Fee, and accrued bonuses and other year-end compensation, which shall be re-adjusted within the periods set forth above), and such adjustment shall be final and no further adjustment to the prorations or the Purchase Price shall be made; provided that if such amounts or issues are not fully agreed upon and paid within one hundred twenty (120) days after the Closing, then, in such event, such amounts or issues shall be submitted to an independent certified public accountant with a hospitality practice reasonably acceptable to Seller and Purchaser, for final resolution, and Seller and Purchaser agree to be bound by the determination of such accountant. The costs and expenses incurred in connection with the services of such accountant shall be borne and paid equally by Purchaser and Seller. The provisions of this Section 7.6 shall survive the Closing.

7.7.    Safe Deposit Boxes. On the Closing Date, Seller shall cause Manager to make available to Purchaser at the Hotel all receipts and agreements in Manager’s possession relating

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to all safe deposit boxes in use at the Hotel, other than safes or lockboxes, if any, located inside individual guest rooms in the Hotel. From and after the Closing, Seller and Manager shall be relieved of any and all responsibility in connection with each said box, and Purchaser shall indemnify Seller, Manager and any Affiliate thereof and hold them harmless from and against any claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by them with respect thereto. Seller shall indemnify and hold Purchaser harmless from any other liability, claim, cost or expense (including reasonable attorney’s fees) with respect to such safety deposit box arising prior to the Closing Date. The provisions of this Section 7.7 shall survive the Closing.

7.8.    Inventory of Baggage. The representatives of Seller and/or Manager, and of Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (i) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (ii) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (iii) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (iv) all items contained in the Hotel lost and found. Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and Purchaser shall indemnify and hold Seller, Manager and any Affiliate thereof harmless from and against any claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by them with respect thereto. Seller hereby agrees to indemnify and hold Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 shall survive the Closing.

7.9.    Acquisition and Payment for Inventory. Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Inventory as part of the Property with no adjustment to the Purchase Price.

7.10.    Assumption of Liabilities. At Closing, Purchaser shall assume all (i) obligations which Purchaser expressly assumes under this Agreement, (ii) Advance Bookings, (iii) liabilities for which Purchaser receives a credit to the Purchase Price on the closing statement or pursuant to any post-closing adjustments, and (iv) obligations under Permitted Title Exceptions which accrue to the period from and after the Closing Date, or which accrue to the period prior to the Closing Date but only to the extent to which Purchaser receives a credit to the Purchase Price on the closing statement or pursuant to any post-closing adjustments (collectively, the “Assumed Liabilities”). The provisions of this Section 7.10 shall survive the Closing.

ARTICLE VIII. GENERAL PROVISIONS

8.1.    Fire or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more than Twenty-Five Thousand Dollars ($25,000) to repair and occurring between the Effective Date and the Closing Date of which Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully

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insured (without regard to deductibles) and would cost not more than Five Hundred Thousand Dollars ($500,000) and require less than 120 days to repair, then neither party shall have the right to terminate its obligations under this Agreement to purchase or sell the Property by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance for the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures of restoration, plus Seller shall credit the amount of any deductibles under any policies related to such proceeds to the Purchase Price. If any such damage due to fire or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000) or require more than 120 days to repair, then Purchaser may terminate its obligations under this Agreement to purchase the Property by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty referred to in this Section 8.1, or on the Closing Date, whichever is earlier, in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase Price equal to the amount of the applicable deductible. If, prior to Closing, any Property is damaged by fire or other casualty which is uninsured, then Purchaser may terminate its obligations under this Agreement to purchase the Property by written notice given to the Seller within ten (10) days after Seller has given Purchaser the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released of all further obligations hereunder, except those which expressly survive a termination of this Agreement. Notwithstanding the preceding sentence, if the estimated amount to repair such uninsured casualty is not more than Five Hundred Thousand Dollars ($500,000), Seller, at its option, may elect to provide Purchaser with a credit to the Purchase Price at Closing for the estimated amount to repair such casualty, in which event Purchaser shall proceed to Closing and the Purchase Price shall be reduced by the estimated amount to repair such casualty. If Purchaser does not elect to terminate its obligations under this Agreement with respect to an uninsured casualty as aforesaid, or if any uninsured fire or casualty would cost not more than One Hundred Thousand Dollars ($100,000) to repair, then the Closing shall take place as provided herein, and the Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed One Hundred Thousand Dollars ($100,000). All estimates made pursuant to this Section shall be made by a professional engineer selected by Purchaser in its reasonable discretion.

8.2.    Condemnation. After the Effective Date, Seller agrees to give Purchaser prompt notice of any notice it receives of any taking or threat of taking by condemnation of any part of or rights appurtenant to the Real Property. If such taking will materially interfere with the operation or use of the Hotel which constitutes a part of such Real Property, the Purchaser may terminate its obligations under this Agreement to purchase the Property by written notice to

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Seller within ten (10) days after Seller has given Purchaser the notice of taking referred to in this Section 8.2, or on the Closing Date, whichever is earlier. For purposes of this Section 8.2, a taking will materially interfere with the operation or use of the Hotel if it leaves remaining a balance of the Real Property in a condition which, in Purchaser’s sole reasonable discretion, may not reasonably be anticipated to be economically operated for the purposes and in the manner in which the Real Property was operated prior to such taking. If Purchaser exercises its option to terminate its obligations to purchase the Property pursuant to this Section 8.2, the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder with respect to the Property, except those which expressly survive a termination of this Agreement. If Purchaser does not so elect to terminate its obligations to purchase the Property, then the Closing shall take place as provided herein, and Seller shall assign to Purchaser at the Closing all of Seller’s interest in any condemnation award or payments in lieu of condemnation which may be payable to Seller on account of any such condemnation or threat thereof and, at Closing, Seller shall credit to the amount of the Purchase Price payable by Purchaser the amount, if any, of condemnation proceeds or payments in lieu of condemnation received by Seller between the Effective Date and Closing less (i) any amounts reasonably expended by Seller or Manager in collecting such sums, (ii) any amounts reasonably used by Seller or Manager to repair the Property as a result of such condemnation, and (iii) any amounts which are reasonably allocated to lost earnings or other damages or losses (other than unrepaired property damages) reasonably allocated or attributed to the period of time prior to Closing. If, prior to the Closing, there shall occur a taking by condemnation of any part of or rights appurtenant to the Property that does not materially interfere with the operation or use of the Hotel which constitutes a part of the Property, Purchaser shall not have the right to terminate its obligations to purchase the Property under this Agreement by reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in any condemnation award or payments in lieu of condemnation which may be payable to Seller on account of any such condemnation or threat thereof and, at Closing, Seller shall credit to the amount of the Purchase Price payable by Purchaser the amount, if any, of condemnation proceeds or payments in lieu of condemnation received by Seller between the Effective Date and Closing less (i) any amounts reasonably expended by Seller or Manager in collecting such sums, (ii) any amounts reasonably used by Seller or Manager to repair the Property as a result of such condemnation, and (iii) any amounts which are reasonably allocated to lost earnings or other damages or losses (other than unrepaired property damages) reasonably allocated or attributed to the period of time prior to Closing. Provided Purchaser has not exercised its right to terminate this Agreement pursuant to this Section 8.2, Seller shall notify Purchaser in advance regarding any proceeding or negotiation with respect to the condemnation and Purchaser shall have a reasonable right, at its own cost and expense, to appear and participate in any such proceeding or negotiation. For purposes of Sections 8.1 and 8.2 of this Agreement, estimates of costs and time required for restoration or repair shall be made by an architect or engineer, as appropriate, designated by Seller and reasonably acceptable to Purchaser.

8.3.    Broker. There is no real estate broker involved in this transaction. Purchaser warrants and represents to Seller that Purchaser has not dealt with any real estate broker in connection with this transaction, nor has Purchaser been introduced to the Property or to Seller

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by any real estate broker, and Purchaser shall indemnify Seller and hold Seller harmless from and against any claims, suits, demands or liabilities of any kind or nature whatsoever arising on account of the claim of any other person, firm or corporation to a real estate brokerage commission or a finder’s fee as a result of having dealt with Purchaser, or as a result of having introduced Purchaser to Seller or to the Property. In like manner, Seller warrants and represents to Purchaser that Seller has not dealt with any real estate broker in connection with this transaction, nor has Seller been introduced to Purchaser by any real estate broker, and Seller shall indemnify Purchaser and save and hold Purchaser harmless from and against any claims, suits, demands or liabilities of any kind or nature whatsoever arising on account of the claim of any person, firm or corporation to a real estate brokerage commission or a finder’s fee as a result of having dealt with Seller in connection with this transaction. The provisions of this Section 8.3 shall survive the Closing and any termination of this Agreement.

8.4.    Bulk Sale. Seller and Purchaser acknowledge that they do not intend to comply with and have agreed to waive the provisions of any statutory bulk sale or similar requirements applicable to the transaction to be effected by this Agreement.

8.5.    Confidentiality. Except as hereinafter provided, Purchaser and Seller and their Affiliates shall keep the terms, conditions and provisions of this Agreement and all documents or information disclosed to or made available to or discovered by each party in connection with this Agreement (including, without limitation, information in the Data Site) confidential and such information shall be used solely for the purpose of evaluating or effecting the transactions contemplated by this Agreement, and neither Purchaser nor Seller shall make any public announcements hereof unless and until the Closing occurs unless the other first reasonably approves of same in writing, nor shall either disclose unless and until the Closing occurs the terms, conditions and provisions of this Agreement or such other documents or information, except to persons who, in the reasonable business judgment of Seller or Purchaser, as applicable, “need to know” for the purpose of evaluating or effecting the transactions contemplated by this Agreement, and who are instructed to keep such information confidential, such as their respective officers, directors, employees, attorneys, accountants, engineers, surveyors, consultants, financiers, partners, investors, potential lessees and bankers and such other third parties whose assistance is required in connection with the consummation of this transaction (collectively, “Representatives”); provided, however, that information or documents shall not be subject to the provisions of this Section 8.5 if, not otherwise in violation of this Section 8.5, such information or documents, (i) were or become(s) generally available to the public, or (ii) were or become(s) available to Purchaser or its Affiliates on a non-confidential basis from a source other than Seller or its Affiliates or Manager. Upon full execution of this Agreement and if the Closing occurs, the parties may either make a joint press release, or each party may make an individual press release. Notwithstanding the foregoing, it is acknowledged that Seller is, or is an Affiliate of, a REIT, and the REIT has and will seek to sell shares to the general public; consequently, Seller shall have the absolute and unbridled right to disclose any information regarding the Transaction required by law or as determined to be necessary or appropriate by Seller or Seller’s attorneys to satisfy disclosure and reporting obligations of Seller or its Affiliates. Notwithstanding the foregoing, on or at any time following the expiration of the Study Period, Seller may make a press release or file with the United States Securities Exchange

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Commission information regarding the Transaction. Seller and Purchaser and their Representatives are cautioned that United States securities laws restrict the purchase and sale of securities by anyone who possesses non-public information about the issue of such securities. Accordingly, neither Purchaser nor any of its Affiliates nor its Representatives may buy or sell any of the securities of the Seller or any of its Affiliates so long as any of them is in possession of any material non-public information about the Seller or any of its Affiliates, including information contained in or derived from confidential information. The terms of this Section 8.5 shall supersede any prior confidentiality agreements executed by Seller, Purchaser, or any of their respective Affiliates, parents, or subsidiaries, to the extent such confidentiality agreements relate or refer, directly or indirectly, to the transactions contemplated by this Agreement. The provisions of this Section 8.5 relating to press releases shall survive the Closing and all the provisions of this Section 8.5 shall survive a termination of this Agreement for a period of one (1) year after such termination; provided, however, that any liabilities or obligations of either Seller, Purchaser or any of their respective Affiliates, parents, or subsidiaries that may have accrued or arisen under any confidentiality agreements prior to the Effective Date shall survive such confidentiality agreements being superseded hereby.

If either Seller or Purchaser or any of their Affiliates or any of their Representatives is required by any subpoena, interrogatories, request for production, or other legal process or by any Applicable Laws, or if it is determined to be necessary or appropriate by Seller or Seller’s attorneys to satisfy disclosure and reporting obligations of Seller or its Affiliates, to disclose any confidential information, Seller or Purchaser, as applicable, will give the other party prompt written notice of the requirement and will cooperate with the other party so that the other party, at its expense, may seek an appropriate protective order. In the absence of a protective order, the party required to disclose, including any Representatives, may disclose only such confidential information as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and the party required to disclose will use reasonable efforts to secure confidential treatment of any confidential information so disclosed.

Seller and Purchaser stipulate that the breach of the provisions of this Section 8.5 by the other party or its respective Affiliates or Representatives may cause irreparable harm to the non-breaching party for which damages may not constitute an adequate remedy. Accordingly, the parties agree that any attempted, threatened, or actual breach of the provisions of this Section 8.5 by one party or its Affiliates or Representatives may be enjoined by an appropriate court order or judgment. The parties waive any requirement for the posting of a bond or other security as a condition to such court order or judgment. Injunctive relief will not be the sole remedy of the non-breaching party for a breach of the provisions of this Section 8.5, and all legal and equitable remedies will continue to be available to the non-breaching party. If the non-breaching party is the prevailing party in any litigation relating to the breach of the provisions of this Section 8.5 by the other party or its Affiliates or Representatives, the non-breaching party will be entitled to recover (in addition to any damages or other relief granted) its reasonable legal fees and other expenses in connection with such litigation.

Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, any and all obligations of

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confidentiality contained herein and therein (the “Confidentiality Obligations”), as they relate to the transactions and events contemplated by this Agreement (collectively, the “Transaction”), shall not apply to the “structure or tax aspects” (as that phrase is used in Section 1.6011-4T(b)(3) or any successor provision of the Treasury Regulations (the “Confidentiality Regulation”) promulgated under Section 6011 of the Internal Revenue Code of 1986, as amended) of the Transaction; provided, however, that the Confidentiality Obligations nevertheless shall apply at a given time to any and all items of information not required to be freely disclosable at such time in order for the Transaction not to be treated as “offered under conditions of confidentiality” within the meaning of the Confidentiality Regulation.

8.6.    Liquor Licenses. Purchaser and Seller each acknowledge that all alcoholic beverage licenses which are necessary to operate the restaurant, bars and lounges presently located within the Hotel are held jointly in the names of Manager and Operating Lessee. It is contemplated that Manager will continue to manage the Hotel from and after the Closing pursuant to the Management Agreement and in accordance with Section 8.7. Therefore, Purchaser and Seller agree that neither the transfer of any such alcoholic beverage licenses to Purchaser, nor Purchaser’s obtaining any new alcoholic beverage licenses, is necessary in connection with the Closing or for the operation of the restaurant, bars and lounges presently located within the Hotel from and after the Closing; provided, however, Purchaser intends to file a “drop partner” application to remove Operating Lessee as a co-licensee on such licenses. Notwithstanding anything to the contrary herein or elsewhere, to the extent that applicable laws prohibit the transfer of any portion of Inventory connected with the operation of the restaurant, bars and lounges presently located within the Hotel, then Purchaser or its designee shall still be required to acquire the Inventory, but the transfer of Inventory shall be appropriately limited or reduced as necessary to comply with such applicable laws without otherwise delaying Closing or reducing the Purchase Price, and such matters shall in no event constitute any breach or default by Seller or any failure of a condition hereunder. The parties shall execute or cause to be executed and file all necessary documents with the appropriate alcoholic beverage authorities prior to Closing, to the end that the Operating Lessee shall be removed as a co-licensee of any alcoholic beverage licenses held by Manager (and/or transfer of such related Inventory).

8.7.    Management Agreement. Within five (5) business days after the Effective Date Seller will notify Manager of the sale of the Property to Purchaser pursuant to this Agreement. Purchaser shall provide to Manager all of the information requested by Manager pursuant to the Management Agreement relating to the proposed sale of the Property, which Purchaser shall promptly submit to Manager. At Closing Purchaser shall assume the obligations, to the extent first arising from and after the Closing, of Seller and any of their Affiliates, as applicable, under the Management Agreement, or any guarantee thereof. Purchaser agrees to indemnify, and hold Seller and their Affiliates harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorney fees) that may at any time be incurred by Seller or any of their Affiliates arising out of, by reason of, or in connection with any obligation of, or default by, Purchaser under the Management Agreement which first occurs, accrues or arises on or after the Closing Date. Seller agrees to indemnify, and hold Purchaser and its Affiliates harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys' fees) that may at any

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time be incurred by Purchaser or its Affiliates arising out of, by reason of, or in connection with any obligation of or default by Seller or any of their Affiliates under the Management Agreement which occurs, accrues or arises prior to the Closing Date. The obligations of Purchaser and Seller contained in this Section 8.7 shall survive Closing.

ARTICLE IX. DEFAULT; TERMINATION RIGHTS

9.1.    Default by Seller/Failure of Conditions Precedent. If (i) any condition set forth herein for the benefit of Purchaser cannot or will not be satisfied prior to Closing (unless the failure to satisfy such condition is caused by the default of Purchaser or its Affiliates under this Agreement, or is otherwise within the reasonable control of Purchaser or its Affiliates), or (ii) Seller breaches any of its covenants, representations, and/or warranties set forth in this Agreement, and, if curable, if Seller fails to cure any such matter or satisfy such condition within ten (10) calendar days after written notice thereof from Purchaser (or such other time period as may be explicitly provided for herein), (which ten (10) calendar day or other such time periods shall, if necessary, automatically extend the Closing Date to the expiration date of such ten (10) calendar day or other such time period), or upon the occurrence of any other event that would entitle Purchaser to terminate this Agreement and its obligations hereunder, unless otherwise provided for in this Agreement, Purchaser, as its sole and exclusive remedy shall elect either (a) to terminate this Agreement, in which event (i) the Deposit shall be promptly returned to Purchaser and Purchaser shall retain its right to enforce the indemnities and other provisions of this Agreement which expressly survive a termination of this Agreement, provided that, if such termination is due to Seller defaulting in any material respect (after notice and expiration of cure periods provided above) under any of Seller’s obligations in this Agreement, Purchaser shall be entitled to reimbursement by Seller of the actual third party out-of-pocket costs and expenses incurred by Purchaser in connection with entering into this Agreement, inspecting the Property and preparing for Closing, including, without limitation, Purchaser’s reasonable attorney fees incurred in connection therewith, such reimbursement not to exceed One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) in the aggregate, or if such default is in Seller’s obligation to execute and deliver the documents required of Seller pursuant to Section 7.2 of this Agreement, such that Closing does not occur, such reimbursement (without duplication) shall not exceed Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) in the aggregate, and (ii) all other rights and obligations of Seller and Purchaser hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately; or (b) to waive such matter or condition and proceed to Closing with no reduction in the Purchase Price. Notwithstanding the preceding sentence, if, at the Closing, Seller fails to comply in any material respect with any of its obligations contained in Section 7.2 or 7.4 (the “Closing Obligations”), and if all conditions precedent to Seller’s obligations hereunder have been waived or satisfied, Purchaser shall have, in addition to Purchaser’s remedies contained in the preceding sentence, the option to waive all other actions, rights, or claims for damages for the failure to perform such Closing Obligations (other than costs and expenses incurred in enforcing this Agreement and its right to enforce the indemnities and other provisions of this Agreement which expressly survive a termination of this Agreement or Closing), and to bring an equitable action to enforce the Closing Obligations; provided, (i) Purchaser shall provide written notice of

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Purchaser’s intention to enforce the Closing Obligations by specific performance and Seller shall not have cured performance of the Closing Obligations within ten (10) calendar days following delivery of such notice, and (ii) Purchaser’s suit for specific performance shall be filed against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before ninety (90) days following the Closing Date, failing which, Purchaser shall be barred from enforcing this Agreement by specific performance and shall be deemed to have elected to terminate this Agreement as provided herein. The provisions of this Section 9.1 shall survive the termination of this Agreement.

9.2.    Default by Purchaser/Failure of Conditions Precedent. If any condition set forth herein for the benefit of Seller (other than a default by Purchaser) cannot or will not be satisfied prior to Closing, and if Purchaser fails to satisfy that condition within ten (10) business days after notice thereof from Seller, unless otherwise provided for in this Agreement, Seller, as its sole and exclusive remedy, shall elect either (a) to terminate this Agreement in which event the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement, or (b) to waive its right to terminate, and instead, to proceed to Closing. If Purchaser defaults in performing any of its obligations under this Agreement, and Purchaser fails to cure any such default within the earlier of (i) the Closing, or (ii) ten (10) business days after notice thereof from Seller, then Seller’s sole remedy for such default shall be to terminate this Agreement and receive the Deposit and to retain its right to enforce the indemnities and other provisions of this Agreement which expressly survive a termination of this Agreement; provided, however, that Purchaser shall not be entitled to any notice and right to cure in the event it wrongfully fails to proceed to Closing as required by this Agreement.

SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER IN THE EVENT OF SUCH A DEFAULT AND THAT THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON SUCH A DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 OR OTHER APPLICABLE LAWS, BUT ARE INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. BY PLACING ITS INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY LEGAL COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE MEANING, THE EFFECT, AND THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION.

_____________                        ______________

Seller’s Initials                        Purchaser’s Initials

The provisions of this Section 9.2 shall survive the termination of this Agreement.

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9.3.    Costs and Attorneys’ Fees. In the event of any litigation or dispute between the parties arising out of or in any way connected with this Agreement, resulting in any litigation, then the prevailing party in such litigation shall be entitled to recover its costs of prosecuting and/or defending same, including, without limitation, reasonable attorneys’ fees at trial and all appellate levels. The provisions of this Section 9.3 shall survive the Closing or any termination of this Agreement.

9.4.    Limitation of Liability. The liability of each party hereto resulting from the breach or default by such party shall be limited to direct actual damages incurred by the injured party and each party hereto hereby waives its rights to recover from the other party consequential, punitive, exemplary, and speculative damages. The provisions of this Section 9.4 shall survive the termination of this Agreement. The provisions of this Section 9.4 shall not limit or affect the rights of Seller to receive the Deposit as liquidated damages as and when provided in this Agreement.

9.5.    Indemnification of Purchaser. From and after Closing, Seller shall indemnify, defend, and hold harmless Purchaser from and against any and all claims, demands, causes of action, liabilities, judgments, losses, damages, costs and expenses of any kind whatsoever (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”) arising out of, or in any way relating to the business or operation of the Property prior to Closing (but excluding liabilities related to the physical and/or environmental conditions of the Property and/or the compliance (or lack of compliance) of the Property with Applicable Laws, including any expired Authorizations), such obligations to survive Closing; provided, however, that this indemnity shall expressly exclude all liabilities for payment of obligations first arising or accruing prior to the Closing Date to the extent that Purchaser has assumed such obligations or receives a credit therefor pursuant to this Agreement. The provisions of this Section 9.5 shall survive the Closing.

9.6.    Indemnification of Seller. From and after Closing, Purchaser shall indemnify, defend, and hold harmless Seller from and against any and all such Claims resulting from or arising out, or in any way relating to the business or operation of the Property from and after Closing, such obligations to survive Closing. The provisions of this Section 9.6 will survive the Closing Date.

ARTICLE X. MISCELLANEOUS PROVISIONS

10.1.    Completeness; Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes all prior discussions, understandings, agreements and negotiations between the parties hereto. This Agreement may be modified only by a written instrument duly executed by the parties hereto.

10.2.    Assignments. Purchaser shall have the right to (i) assign all or a portion of its right, title and interest in this Agreement in whole or in part to one or more Affiliates or subsidiaries, and/or (ii) designate one or more Affiliates or subsidiaries as its nominee to receive title to any portion the Property; provided, however, that (a) such Person remains an Affiliate or

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subsidiary of Purchaser as of the Closing, (b) Purchaser shall not be released from any of its Liabilities under this Agreement by reason of such designation or assignment prior to the Closing, and (c) such designation or assignment shall not be effective until Purchaser has provided Seller with a fully executed copy of such designation or assignment and assumption instrument. Other than to an Affiliate of Purchaser, Purchaser may not assign its rights hereunder without the prior consent of Seller; however, any such assignment (including one to Purchaser’s Affiliate) shall not relieve Purchaser of its obligations under this Agreement. To be effective hereunder, any assignment by Purchaser hereunder, even one to an Affiliate of Purchaser, must be accompanied by a fully executed and effective assignment and assumption and/or designation agreement provided to Seller no later than ten (10) days prior to the Closing Date. Notwithstanding any assignment of this Agreement, Purchaser shall not be released from its obligations hereunder unless and until the Closing occurs, and the assignment and assumption agreement in connection therewith shall include a statement that all representations and warranties of Purchaser in Article IV of this Agreement are true of such assignee taking assignment of this Agreement as of the date of such assignment and will be true as of the Closing in all material respects.

10.3.    Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their permitted respective successors and assigns.

10.4.    Days. If any action is required to be performed, or if any notice, consent or other communication is given, on a day that is a Saturday or Sunday or a legal holiday in the jurisdiction in which the action is required to be performed or in which is located the intended recipient of such notice, consent or other communication, such performance shall be deemed to be required, and such notice, consent or other communication shall be deemed to be given, on the first business day following such Saturday, Sunday or legal holiday. Unless otherwise specified herein, all references herein to a “day” or “days” shall refer to calendar days and not business days.

10.5.    Governing Law. This Agreement and all documents referred to herein shall be governed by and construed and interpreted in accordance with the laws of the state in which the Property is located without regard to its principles of conflicts of law. This paragraph shall survive the closing or consummation of the conveyance contemplated by this Agreement, and any termination of this Agreement.

10.6.    Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be required. It shall not be necessary that the signature on behalf of both parties hereto appear on each counterpart hereof. All counterparts hereof shall collectively constitute a single agreement. Telecopied signatures (including signatures delivered by DocuSign, AdobeSign, or other electronic methods of transmission) shall have the same valid and binding effect as original signatures.

10.7.    Severability. If any term, covenant or condition of this Agreement, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to other persons or circumstances, shall not be affected thereby, and each term,

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covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

10.8.    Costs. Regardless of whether Closing occurs hereunder, and except as otherwise expressly provided herein, each party hereto shall be responsible for its own costs in connection with this Agreement and the transactions contemplated hereby, including, without limitation, fees of attorneys, engineers and accountants.

10.9.    Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered (i) by hand, (ii) transmitted by email transmission, (iii) sent prepaid for next-day delivery by Federal Express (or a comparable overnight delivery service) or (iv) sent by the United States mail, certified, postage prepaid, return receipt requested, at the addresses and with such copies as designated below. Any notice, request, demand or other communication delivered or sent in the manner aforesaid may be given by the party required to give such notice, etc., or its attorney, and shall be deemed given or made (as the case may be) when actually delivered to or refused by the intended recipient.

If to Seller:        Ashford San Francisco II LP

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

Attn: Christopher Peckham

Email: cpeckham@ashfordinc.com

and:            Jackson Walker LLP

2323 Ross Avenue, Suite 600

Dallas, Texas 75201

Attn: Cynthia B. Nelson

Email: cbnelson@jw.com

If to Purchaser:    c/o Sixth Street Partners, LLC

888 7th Avenue

New York, New York 10106

Attn: Aman Gupta

Email: amangupta@sixthstreet.com

and:                c/o Sixth Street Partners, LLC

2100 McKinney Avenue, Suite 1500

Dallas, TX 75201

Attn: Joshua Peck and Sixth Street Legal

Email: jpeck@sixthstreet.com and sixthstreetlegal@sixthstreet.com

and:            c/o Riller Capital, LLC

621 San Juan Avenue, Suite A

Venice, California 90291

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Attn: Akshay Goyal

Email: akshay.goyal@rillercapital.com

With a copy to:    Latham & Watkins LLP

330 N. Wabash Avenue, 28th Floor

Chicago, Illinois 60601

Attn: Gary E. Axelrod

Email: gary.axelrod@lw.com

If to Escrow Agent:    Kensington Vanguard National Title (as agent for Fidelity National Title Insurance Company)

5949 Sherry Lane, Suite 111

Dallas, Texas 75225

Attn:  Trey Lentz

Email: TLentz@kvnational.com

or to such other address as the intended recipient may have specified in a notice to the other party. Any party hereto may change its address or designate different or other persons or entities to receive copies by notifying the other party and Escrow Agent in a manner described in this Section.

10.10.    Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to the disposition of the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may continue to hold the Deposit pursuant to the terms hereof, or if Escrow Agent so elects, interplead the matter at the joint and several cost of Purchaser and Seller by filing an interpleader action in a court of general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit any such documents with respect to which there is a dispute in the Registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with

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or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. Purchaser and Seller agree to jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any loss, cost, damage, expense and attorney’s fee in connection with or in any way arising out of the escrow arrangement, other than expenses resulting from the Escrow Agent’s own gross negligence or willful misconduct.

10.11.    Incorporation by Reference. All of the exhibits and schedules attached hereto are by this reference incorporated herein and made a part hereof.

10.12.    Survival. Except to the extent (i) that Seller gives Purchaser written notice prior to Closing of the untruth or inaccuracy of any representation or warranty contained herein, (ii) Purchaser otherwise obtains actual knowledge prior to Closing of the untruth or inaccuracy of any representation or warranty contained herein, or (iii) of a Non-Breach Inaccuracy, and Purchaser nevertheless elects to close this transaction, the representations and warranties made herein shall survive the Closing through but not beyond the Limitation Date (as hereinafter defined) after which such representations and warranties shall merge into the Closing Documents, provided that the aforesaid limitation shall not apply to the prosecution of any Claim made and action commenced in accordance with the other provisions of this Section 10.12 prior to the Limitation Date. Subject to the foregoing limitations, the representations, warranties, indemnities and agreements of Seller set forth in this Agreement and the Closing Documents shall survive for nine (9) months after the Closing (the “Limitation Date”). Seller and Purchaser hereby agree that, notwithstanding any provision of this Agreement or any provision of law to the contrary, any action which may be brought for the untruth or inaccuracy of any representation or warranty by Seller in this Agreement or in any of the Closing Documents (other than the Deed) (a “Claim”) shall be forever barred unless, (a) no later than the Limitation Date, Purchaser delivers to Seller a written notice of the Claim setting forth the basis for such Claim, and (b) no later than one hundred twenty (120) days after the Limitation Date, files a complaint or petition against Seller alleging such Claim in an appropriate Federal district or state court and serves the same upon Seller, in which case the Limitation Date, as to such breach, shall be extended pending resolution of such complaint or petition. Notwithstanding anything to the contrary contained in this Agreement, any Claim for the untruth or inaccuracy of any representation or warranty that Purchaser may have at any time against Seller will not be valid or effective, and Seller shall have no liability with respect thereto, unless all valid Claims exceed Twenty-Five Thousand Dollars ($25,000) in the aggregate; provided, that once such Claims meet the foregoing threshold Purchaser shall be entitled to recover all such Claims from “dollar one.” Seller’s liability for damages resulting from valid Claims for the untruth or inaccuracy of any representation or warranty by Seller shall in no event exceed three percent (3%) of the Purchase Price in the aggregate.

10.13.    Further Assurances. Seller and Purchaser each covenant and agree to sign, execute and deliver, or cause to be signed, executed and delivered, and to do or make, or cause to be done or made, upon the written request of the other party, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirmatory or otherwise, as may be reasonably required by either party hereto for the purpose of or in connection with

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consummating the transactions described herein provided that compliance with the provision of this Section 10.13 shall not increase the liability of the complying party.

10.14.    No Partnership. This Agreement does not and shall not be construed to create a partnership, joint venture or any other relationship between the parties hereto except the relationship of seller and purchaser specifically established hereby.

10.15.    Time of Essence. Time is of the essence with respect to every provision hereof.

10.16.    Signatory Exculpation. The signatory(ies) for Purchaser and Seller is/are executing this Agreement in his/their capacity as representative of such party and not individually and, therefore, shall have no personal or individual liability of any kind in connection with this Agreement and the transactions contemplated by it.

10.17.    Rules of Construction. The following rules shall apply to the construction and interpretation of this Agreement, unless otherwise indicated by the context:

(a)    Singular words shall connote the plural number as well as the singular and vice versa, and the masculine shall include the feminine and the neuter.

(b)    All references herein to particular articles, sections, subsections, clauses or exhibits are references to articles, sections, subsections, clauses or exhibits of this Agreement.

(c)    The table of contents and headings contained herein are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or effect.

(d)    Each party hereto and its counsel have reviewed and revised (or requested revisions of) this Agreement and have participated in the preparation of this Agreement, and therefore any usual rules of construction requiring that ambiguities are to be resolved against a particular party shall not be applicable in the construction and interpretation of this Agreement or any exhibits hereto.

(e)    Except as expressly noted herein to the contrary, time periods herein referred to shall mean the time periods as in effect, from time to time, in San Franscico, California.

10.18.    No Recording. Neither this Agreement nor any memorandum hereof, or any other instrument intended to give notice hereof (or which actually gives notice hereof) shall be recorded. Notwithstanding the foregoing, if the same is permitted pursuant to Applicable Laws, Purchaser shall be entitled to record a notice of lis pendens if Purchaser is entitled to seek (and is actually seeking) specific performance of this Agreement by Seller in accordance with the terms of Section 9.1. This Section shall survive the Closing or the earlier termination of this Agreement.

10.19.    Facsimile or Electronic Signatures. The execution of this Agreement and all notices given hereunder and all amendments hereto, may be effected by facsimile or electronic

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signatures, all of which shall be treated as originals; provided, however, that the party receiving a document with a facsimile or electronic signature may, by notice to the other, require the prompt delivery of an original signature to evidence and confirm the delivery of the facsimile or electronic signature.

10.20.    Seller. The use of the term “Seller” hereunder shall apply to Operating Lessee and Fee Owner as applicable and appropriate.

10.21.    Survival. The provisions of this Article X shall survive Closing. Except for provisions of this Agreement that expressly survive the Closing, and except as expressly provided in Section 10.12 hereof, all of the representations and warranties and covenants of the parties contained in this Agreement shall not survive the Closing and shall merge into the Closing Documents. Upon Closing, any breach or default of any such representations or warranties or covenants that do not expressly survive the Closing, whether known or unknown, shall be deemed waived by the Closing.

10.22.    Energy Disclosure. Purchaser acknowledges that Seller may be required to disclose certain information concerning the energy performance of the Hotel pursuant to California Public Resources Code Section 25402.10 and related regulations (collectively, the “Energy Disclosure Requirements”).  Purchaser shall obtain its own Data Verification Checklist, as defined in the Energy Disclosure Requirements (collectively, the “Energy Disclosure Information”), and agrees that Seller has timely complied in full with Seller’s obligations under the Energy Disclosure Requirements.  Purchaser acknowledges and agrees that (i) Seller makes no representation or warranty regarding the energy performance of the Hotel or the accuracy or completeness of the Energy Disclosure Information, (ii) the Energy Disclosure Information is for the current occupancy and use of the Hotel and that the energy performance of the Hotel may vary depending on future occupancy and/or use of the hotel property, and (iii) Seller shall have no liability to Purchaser for any errors or omissions in the Energy Disclosure Information. If and to the extent not prohibited by applicable legal requirements, Purchaser hereby waives any right it may have to receive the Energy Disclosure Information, including, without limitation, any right Purchaser may have to terminate this Agreement or rescind the transactions contemplated by this Agreement as a result of Seller’s failure to disclose such information.  Purchaser hereby releases Seller from any liability Seller may have to Purchaser relating to the Energy Disclosure Information, including, without limitation, any liability arising as a result of Seller’s failure to disclose the Energy Disclosure Information to Purchaser prior to the execution of this Agreement or prior to Closing. Purchaser’s approval of the condition of the Hotel pursuant to the terms of this Agreement shall be deemed to include Purchaser’s approval of the energy performance of the Hotel and the Energy Performance Information.  This paragraph shall survive the Closing and any termination of this Agreement.

10.23.    Natural Hazards Disclosure Requirements. Seller, at its sole cost and expense, shall provide Purchaser with a disclosure report issued by the Disclosure Vendor which is (1) intended to comply with the natural hazard disclosure requirements which may be imposed on Seller pursuant to the Natural Hazard Disclosure Act, California Government Code Sections 8589.3, 8589.4, and 51183.5, and California Public Resources Code Sections 2621.9, 2694, and 4136, and any successor statutes or laws (collectively, the “Act”), and (2) will disclose if any of the Real Property lies within the following natural hazard areas or zones (the “Natural Hazard

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Area”): (a) a special flood hazard area designated by the Federal Emergency Management Agency; (b) an area of potential flooding; (c) a very high fire hazard severity zone; (d) a wild land area that may contain substantial forest fire risks and hazards; (e) an earthquake fault or special studies zone; or (f) a seismic hazard zone. Purchaser and Seller acknowledge that Seller will retain the services of the Disclosure Vendor to examine the maps and other information specifically made available to the public by government agencies for the purpose of enabling Seller to fulfill its disclosure obligations with respect to the Act. Promptly upon opening of escrow, Escrow Agent shall request a natural hazards disclosure statement prepared by the Disclosure Vendor (the “Natural Hazards Disclosure Statement”) in a form required by the Act and the written report of the Disclosure Vendor (the “Natural Hazards Report”) containing the results of its examination. Promptly upon receipt of the Natural Hazards Disclosure Statement and Natural Hazards Report, Purchaser shall sign and return a copy of the Natural Hazards Disclosure Statement to Seller. Purchaser acknowledges that Purchaser's receipt of the Natural Hazards Disclosure Statement and the Natural Hazards Report fully and completely discharges Seller from its disclosure obligations under the Act, and, for the purposes of this Agreement, the provisions of California Civil Code § 1103.4 regarding the non-liability of Seller for errors and/or omissions not within its personal knowledge shall be deemed to apply, and the Disclosure Vendor shall be deemed to be an expert dealing with matters within the scope of its expertise with respect to the examination and written report regarding the natural hazards referred to above. Purchaser acknowledges and agrees that nothing contained in the Natural Hazards Disclosure Statement releases Purchaser from its obligation to fully investigate and satisfy itself with the condition of the Property, including, without limitation, whether the Property is located in any Natural Hazard Area. Purchaser also agrees that nothing contained in the Natural Hazards Disclosure Statement shall entitle or give Purchaser the right to terminate this Agreement. Purchaser further acknowledges and agrees that the matters set forth in the Natural Hazards Disclosure Statement may change on or prior to the Closing and that Seller has no obligation to update, modify, or supplement the Natural Hazards Disclosure Statement.

10.24.    Waiver of Statutes Relating to Casualty Events. Purchaser and Seller hereby irrevocably waive the provisions of any statute that provides for a different outcome or treatment than as set forth in Sections 8.2 and 8.3 hereof in the event the Property shall be taken or damaged or destroyed by fire or other casualty, including, without limitation, the provisions of the Uniform Vendor and Purchaser Risk Act set forth in Section 1662 of the California Civil Code.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be executed in their names by their respective duly authorized representatives as of the Effective Date.

SELLER:

ASHFORD SAN FRANCISCO II LP,

a Delaware limited partnership

By:     Ashford SF GP LLC, a Delaware limited liability company, its general partner

By: /s/ Alex Rose

Name: Alex Rose

Title: Vice President

PURCHASER:

BLOCK NINE OWNER, LLC,

a Delaware limited liability company

By: /s/ Sandra Rutova

Name: Sandra Rutova

Title: Authorized Signatory

Signature Page

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Joinder by Braemar Hospitality Limited Partnership

Braemar Hospitality Limited Partnership, a Delaware limited partnership (“Joinder Party”) hereby irrevocably and unconditionally guarantees, as primary obligor and not as surety, to Purchaser, the full and prompt payment and performance of Seller’s obligations set forth in this Agreement, subject to the terms and conditions of this Agreement (including the limitations on the duration of, the amount of any claims, and the procedures on certain obligations as provided in Section 10.12 of this Agreement). Joinder Party agrees that Purchaser shall not be first required to enforce against Seller or any other Person any liability, obligation and/or duty guaranteed hereby before seeking enforcement thereof against Joinder Party. Suit may be brought and maintained against Joinder Party by Purchaser to enforce any liability, obligation and/or duty guaranteed hereby without joinder of any other Person. To the fullest extent permitted by Applicable Laws, Joinder Party unconditionally waives any guarantor or suretyship defenses that might otherwise be available to Joinder Party (and without limitation on the foregoing, Joinder Party hereby unconditionally waives any rights or defenses that are or may become available by reason of (x) California Civil Code Sections 2787 to 2855, inclusive, or (y) any election of remedies by Purchaser). The obligations of Joinder Party in this Joinder and pursuant to this Agreement shall be binding upon the successors and assigns of Joinder Party.

DATED this 6th day of October, 2025.

BRAEMAR HOSPITALITY LIMITED PARTNERSHIP,

a Delaware limited partnership

By: Braemar OP General Partner LLC

By: /s/ Alex Rose

Name: Alex Rose

Title: Vice President

Signature Page

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RECEIPT OF ESCROW AGENT

Kensington Vanguard National Title, as Escrow Agent, acknowledges receipt of the sum of $3,500,000.00 by wire transfer from Purchaser as described in Section 2.3 of the Agreement, said wire transfer to be held pursuant to the terms and provisions of the Agreement.

DATED this 6th day of October, 2025.

KENSINGTON VANGUARD NATIONAL TITLE

By: /s/ Jennifer Maxwell

Name: Jennifer Maxwell

Title: Sr. National Escrow Officer

Receipt of Escrow Agent

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EXHIBIT A

LAND

For APN/Parcel ID(s): Lot 027, Block 3736, Lot 029, Block 3736 and Lot 035, Block 3736

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN FRANCISCO, COUNTY OF SAN FRANCISCO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL ONE:

BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF FOLSOM STREET, DISTANT THEREON 50 FEET NORTHEASTERLY FROM THE NORTHEASTERLY LINE OF SECOND STREET; RUNNING THENCE NORTHEASTERLY ALONG SAID LINE OF FOLSOM STREET, 125 FEET; THENCE AT A RIGHT ANGLE NORTHWESTERLY, 80 FEET; THENCE AT A RIGHT ANGLE NORTHEASTERLY, 27 FEET AND 6 INCHES; THENCE AT A RIGHT ANGLE NORTHWESTERLY, 75 FEET TO THE SOUTHEASTERLY LINE OF CLEMENTINA STREET; THENCE AT A RIGHT ANGLE SOUTHWESTERLY, ALONG SAID LINE OF CLEMENTINA STREET, 97 FEET AND 6 INCHES; THENCE AT A RIGHT ANGLE SOUTHEASTERLY, 75 FEET; THENCE AT A RIGHT ANGLE SOUTHWESTERLY, 25 FEET; THENCE AT A RIGHT ANGLE SOUTHEASTERLY, 5 FEET; THENCE AT A RIGHT ANGLE SOUTHWESTERLY, 30 FEET; THENCE AT A RIGHT ANGLE SOUTHEASTERLY, 75 FEET TO THE POINT OF BEGINNING.

BEING A PORTION OF 100 VARA BLOCK NO. 348.

LOT 027, BLOCK 3736

PARCEL TWO:

BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHWESTERLY LINE OF FOLSOM STREET WITH THE NORTHEASTERLY LINE OF SECOND STREET; RUNNING THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE OF FOLSOM STREET, 50 FEET; THENCE AT A RIGHT ANGLE NORTHWESTERLY, 75 FEET; THENCE AT A RIGHT ANGLE SOUTHWESTERLY, 50 FEET TO THE NORTHEASTERLY LINE OF SECOND STREET; THENCE AT A RIGHT ANGLE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF SECOND STREET, 75 FEET TO THE POINT OF BEGINNING.

BEING A PORTION OF 100 VARA BLOCK NO. 348. PARCEL THREE:

BEGINNING AT A POINT ON THE NORTHEASTERLY LINE OF SECOND STREET, DISTANT THEREON 75 FEET NORTHWESTERLY FROM THE NORTHWESTERLY LINE OF FOLSOM STREET; RUNNING THENCE NORTHWESTERLY ALONG SAID LINE OF SECOND STREET, 35 FEET; THENCE AT A RIGHT ANGLE NORTHEASTERLY, 55 FEET; THENCE AT A RIGHT ANGLE SOUTHEASTERLY, 5 FEET; THENCE AT A RIGHT ANGLE NORTHEASTERLY, 25 FEET; THENCE AT A RIGHT ANGLE SOUTHEASTERLY, 30 FEET; THENCE AT A RIGHT ANGLE SOUTHWESTERLY, 80 FEET TO THE POINT OF BEGINNING.

BEING A PORTION OF 100 VARA BLOCK NO. 348. PARCEL FOUR:

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BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHEASTERLY LINE OF SECOND STREET WITH THE SOUTHEASTERLY LINE OF CLEMENTINA STREET; RUNNING THENCE SOUTHEASTERLY ALONG SAID LINE OF SECOND STREET, 45 FEET; THENCE AT A RIGHT ANGLE NORTHEASTERLY, 55 FEET; THENCE AT A RIGHT ANGLE SOUTHEASTERLY, 5 FEET; THENCE AT A RIGHT ANGLE NORTHEASTERLY, 25 FEET; THENCE AT A RIGHT ANGLE SOUTHEASTERLY, 25 FEET; THENCE AT A RIGHT ANGLE NORTHEASTERLY, 25 FEET; THENCE AT A RIGHT ANGLE NORTHWESTERLY, 75 FEET TO THE SOUTHEASTERLY LINE OF CLEMENTINA STREET; THENCE AT A RIGHT ANGLE SOUTHWESTERLY ALONG SAID LINE OF CLEMENTINA STREET, 105 FEET TO THE POINT OF BEGINNING.

BEING A PORTION OF 100 VARA BLOCK NO. 348.

LOT 029, BLOCK 3736

PARCEL FIVE:

BEGINNING AT A POINT ON THE SOUTHEASTERLY LINE OF CLEMENTINA STREET, DISTANT THEREON 202 FEET AND 6 INCHES NORTHEASTERLY FROM THE NORTHEASTERLY LINE OF SECOND STREET; RUNNING THENCE NORTHEASTERLY ALONG SAID SOUTHEASTERLY LINE OF CLEMENTINA STREET, 22 FEET AND 6 INCHES; THENCE AT A RIGHT ANGLE SOUTHEASTERLY, 75 FEET; THENCE AT A RIGHT ANGLE SOUTHWESTERLY, 22 FEET AND 6 INCHES; THENCE AT A RIGHT ANGLE NORTHWESTERLY, 75 FEET TO THE POINT OF BEGINNING.

BEING A PORTION OF 100 VARA BLOCK NO. 348. LOT 035, BLOCK 3736

A - 2

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EXHIBIT B

FORM OF TRADEMARK ASSIGNMENT

TRADEMARK ASSIGNMENT

This TRADEMARK ASSIGNMENT (this “Assignment”) is made and entered into as of [ ò ], 2025 (the “Effective Date”), by and between ASHFORD SAN FRANCISCO II LP, a Delaware limited partnership (“Assignor”) having a place of business at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254, and BLOCK NINE OWNER, LLC, a Delaware limited liability company (“Assignee”) having a place of business at c/o Sixth Street Partners, LLC, 888 7th Avenue, New York, New York 10106.

RECITALS

A. Assignor is the owner of the trademarks identified on Exhibit A (the “Trademarks”); and

B. Assignor and Assignee have entered into that certain Agreement of Purchase and Sale, dated as of October [ ò ], 2025 (the “Purchase Agreement”) pursuant to which Assignor has agreed to sell, convey, transfer, assign and deliver to Assignee and Assignee has agreed to purchase and accept from Assignor certain specified assets, including the Trademarks.

NOW, THEREFORE, in accordance with the Purchase Agreement and in consideration of the promises and of the mutual covenants and agreements contained herein and therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee, intending to be legally bound, hereby agree as follows:

ASSIGNMENT

1.    Definitions. Capitalized terms used but not defined in this Assignment shall have the meanings ascribed thereto in the Purchase Agreement.

2.    Assignment. Assignor hereby sells, conveys, transfers, assigns and delivers to Assignee all of Assignor’s right, title and interest in, to and under, the Trademarks, together with that portion of Assignor’s business connected with the use of and symbolized by the Trademarks, and all past and present goodwill associated therewith or symbolized thereby, all common law rights thereto, all applications for registrations thereof (including the applications described on Exhibit A attached hereto) and all registrations that may be granted thereon, and all records and files related thereto, the right to claim priority in accordance with international treaties and conventions, the right to all income, royalties, damages and payments hereafter due or payable with respect to the Trademark, the right to register, prosecute, maintain and defend the

1

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Trademarks before any public or private agency, office or registrar, the right to sue and recover damages for all causes of action (either in law or in equity) including for past, present and future infringement and dilution of the Trademarks, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery, including rights to insurance proceeds (regardless of whether such rights are currently exercisable) related to the Trademarks. The assignments contemplated herein are meant to be absolute assignments and not by way of security. Assignor hereby authorizes the Commissioner of Patents and Trademarks in the United States Patent and Trademark Office, and the corresponding entities or agencies in any applicable foreign countries or multinational authorities, to record Assignee as the assignee of all of Assignor’s right, title and interest in, to and under the Trademarks and to deliver to Assignee, and to Assignee’s attorneys, agents, successors or assigns, all official documents and communications.

3.    Further Assurances. Assignor agrees to execute and deliver any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation, and otherwise agrees to assist Assignee, its successors and assigns as reasonably requested by Assignee to effect the terms of this Assignment.

4.    Specific Performance. The parties hereto agree that irreparable damage would occur to Assignee if any provision of this Assignment were not performed by Assignor in accordance with the terms hereof and that Assignee shall be entitled to an injunction or injunctions to prevent breaches of this Assignment or to enforce specifically the performance of the terms and provisions of this Assignment in addition to any other remedy to which it is entitled to at law or in equity, in each case without the requirement of posting any bond or other type of security.

5.    Terms of the Purchase Agreement. Assignor and Assignee acknowledge and agree that the representations, warranties and agreements contained in the Purchase Agreement, and any limitations thereto, shall remain in full force and effect to the full extent provided therein. In the event of any conflict between the terms of this Assignment and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall control.

6.    Successors and Assigns. The provisions of this Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no assignment by any party shall relieve such party of any of its obligations hereunder. No provision of this Assignment is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

7.    Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.

8.    Amendments; Waivers. No amendment or modification to any terms or provisions of this Assignment, or waiver of any covenant, obligation, breach or default under this Assignment, shall be valid unless in writing and executed and delivered by each of the parties.

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9.    Headings; Construction. The descriptive headings contained in this Assignment are solely for the purpose of reference, are not part of the agreement of the parties hereto and shall not in any way affect the meaning or interpretation of this Assignment. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Assignment.

10.    Severability. If any term or provision of this Assignment is held to be or rendered invalid or unenforceable at any time in any jurisdiction, such term or provision shall not affect the validity or enforceability of any other terms or provisions of this Assignment, or the validity or enforceability of such affected term or provision at any other time or in any other jurisdiction.

11.    Entire Agreement. This Assignment, together with the Purchase Agreement, contain the entire agreement and understanding between the parties with respect to the transactions contemplated hereby, and supersedes all previous agreements, negotiations, representations, and understandings (written or oral) with respect thereto.

12.    Counterparts. This Assignment may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which, together, shall constitute one and the same instrument. A party may deliver executed signature pages to this Assignment by facsimile or electronic transmission to any other party, which facsimile or electronic copy shall be deemed to be an original executed signature page.

(Signature page follows)

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IN WITNESS WHEREOF, the parties have executed this Trademark Assignment as of the Effective Date.

ASSIGNOR:

ASHFORD SAN FRANCISCO II LP,

a Delaware limited partnership

By:     Ashford SF GP LLC, a Delaware limited liability company, its general partner

By:

Name:

Title:

[Signature Pages Continue.]

Signature Page to Trademark Assignment

ASSIGNEE:

BLOCK NINE OWNER, LLC, a Delaware limited liability company

By:

Name:

Title:

|US-DOCS\163655107.9||

EXHIBIT A

TRADEMARKS

Mark Country International Classes Status Registration Number Registration Date Registration Expiration Date
THE CLANCY Canada 43 Live Registered TMA1094561 March 1, 2021 March 1, 2031
THE CLANCY EUIPO 43 Registered 17918462 October 16, 2018 June 15, 2028
THE CLANCY United Kingdon 43 Registered UK00003318193 September 7, 2018 June 15, 2028
THE CLANCY United Kingdom 43 Registered UK00917918462 October 16, 2018 June 15, 2028
THE CLANCY United States 43 Live Registered 6329162 April 20, 2021 N/A

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EXHIBIT C

FORM OF DEED

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:

MAIL TAX STATEMENTS TO:

Same address as above

_____________________________________________________________________    _________________

APNs:                                 (Above Space for Recorder's Use Only)

GRANT DEED

The undersigned declares:

DOCUMENTARY TRANSFER TAX IS $_____________ (County and City)

( ) computed on full value of property conveyed, or

( ) computed on full value less value of liens and encumbrances remaining at time of sale.

( ) Unincorporated area: (x) City and County of San Francisco

_____The undersigned Grantor_________________________

Signature of Declarant or Agent determining tax – Firm Name

ASHFORD SAN FRANCISCO II LP, a Delaware limited partnership ("Grantor"), for valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, as of ________, 202_, hereby GRANTS unto ________________________________ (the "Grantee") all that real property situated in San Francisco County, State of California, and more particularly described on Exhibit A attached hereto and made a part hereof (together with all improvements and fixtures thereon, the "Property").

This foregoing grant of real property is made and accepted expressly subject to:

1)    Non-delinquent general and special real property taxes and assessments and public and private assessments;

2)    Zoning and other laws and ordinances affecting the Property; and

3)    The matters set forth on Exhibit B attached hereto and made a part hereof.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Grantor has executed this Grant Deed effective as of the date set forth above.

[ASHFORD SAN FRANCISCO II LP,

a Delaware limited partnership]

By: ____________________________

Name: __________________________

Title: ___________________________

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ACKNOWLEDGMENT

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA        )

)

COUNTY OF _______________    )

On ____________________, before me, ______________________________, Notary Public, personally appeared ________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

______________________________________

Notary Public

(Seal)

C – 3

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EXHIBIT A TO GRANT DEED

LEGAL DESCRIPTION OF THE PROPERTY

[TO BE ATTACHED]

C – 4

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EXHIBIT B TO GRANT DEED

PERMITTED ENCUMBRANCES

[TO BE ATTACHED]

C – 5

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EXHIBIT D

SPECIAL WARRANTY BILL OF SALE

For Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ASHFORD SAN FRANCISCO II LP, a Delaware limited partnership (“Fee Owner”), and ASHFORD TRS SF LLC, a Delaware limited liability company (“Operating Lessee”), hereby convey to _______________________ (“Purchaser”) all of its respective right, title and interest in and to the following (collectively, the “Personal Property”):

(i)    all items of Tangible Personal Property (as defined in that certain Agreement of Purchase and Sale dated _______________, 20____ by and between Seller and Purchaser (the “Agreement”)), except any Tangible Personal Property leased by Seller or Operating Lessee;

(ii)    to the extent transferable, all of the Intangible Personal Property (as defined in the Agreement);

(iii)    the Warranties and Guaranties (as defined in the Agreement); and

(iv)    all petty cash funds used in connection with hotel guest operations at the Property, and the so-called “guest ledger” for the Hotel (as defined in the Agreement) located on the Property of guest accounts receivable payable to the Hotel as of the check-out time for the Hotel on the date hereof (based on guest and customers then using the Hotel) both (A) in occupancy from the preceding night through check out time on the date hereof, and (B) previously in occupancy prior to check out time on the date hereof.

IN WITNESS WHEREOF, Seller and Operating Lessee have executed this Bill of Sale effective as of ____________________, 20____.

SELLER:

____________________________________

By:

Name:

Title:

OPERATING LESSEE

____________________________________

By:

Name:

Title:

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EXHIBIT E

ASSIGNMENT AND ASSUMPTION AGREEMENT

For Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ASHFORD SAN FRANCISCO II LP, a Delaware limited partnership (“Fee Owner”), and ASHFORD TRS SF LLC, a Delaware limited liability company (“Operating Lessee” and, together with Fee Owner, collectively, “Seller”), hereby assign and delegate to _______________________ (“Assignee”) all of their respective right, title and interest in and to the following:

(i)    all Operating Agreements (as defined in that certain Agreement of Purchase and Sale dated __________________, 20____ by and between Seller and Assignee (the “Agreement”)) with respect to the Property (as defined in the Agreement);

(ii)    all Leased Property Agreements (as defined in the Agreement); and

(iii)    the Authorizations (as defined in the Agreement);

(collectively, the “Assigned Agreements”).

Assignee hereby assumes and agrees to perform all of the obligations of Seller under the Assigned Agreements, to the extent any such obligations accrue and are applicable to periods from and after the date hereof or which accrue prior to the date hereof for which Assignee received a credit on the closing statement of even date herewith between the parties (or pursuant to any post-closing adjustment thereof).

If any litigation between Seller and Assignee arises out of the obligations of the parties under this Assignment and Assumption Agreement or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees.

This Assignment and Assumption Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Telecopied signatures (or signatures delivered by DocuSign, AdobeSign or other electronic transmission) shall have the same valid and binding effect as original signatures.

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IN WITNESS WHEREOF, Seller and Assignee have executed this Assignment as of ___________________, 20__.

SELLER:

____________________________________

By:

Name:

Title:

____________________________________

By:

Name:

Title:

ASSIGNEE:

____________________________________

By:

Name:

Title:

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EXHIBIT F

FORM OF ASSIGNMENT OF OCCUPANCY AGREEMENTS

ASSIGNMENT OF OCCUPANCY AGREEMENTS

For Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ASHFORD SAN FRANCISCO II LP, a Delaware limited partnership (“Fee Owner”), and ASHFORD TRS SF LLC, a Delaware limited liability company (“Operating Lessee” and, together with Fee Owner, collectively, “Seller”), each hereby assigns to _______________________ (“Assignee”) all of its or their respective right, title and interest in and to the Occupancy Agreements, as defined in that certain Agreement of Purchase and Sale dated _________________, 20__ by and between Seller and Purchaser (the “Agreement”). Assignee hereby assumes and agrees to perform all of the obligations of Seller under the Occupancy Agreements to the extent any such obligations accrue and are applicable to periods from and after the date hereof or which accrue prior to the date hereof for which Assignee received a credit on the closing statement of even date herewith between the parties (or pursuant to any post-closing adjustment thereof).

If any litigation between Seller and Assignee arises out of the obligations of the parties under this Assignment of Occupancy Agreements or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, reasonable attorneys’ fees.

This Assignment of Occupancy Agreements may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Telecopied signatures (or signatures delivered by DocuSign, AdobeSign or other electronic transmission) shall have the same valid and binding effect as original signatures.

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IN WITNESS WHEREOF, Seller and Assignee have executed this Assignment of Occupancy Agreements as of ___________________, 20____.

SELLER:

____________________________________

By:

Name:

Title:

____________________________________

By:

Name:

Title:

ASSIGNEE:

____________________________________

By:

Name:

Title:

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EXHIBIT G

FORM OF FIRPTA CERTIFICATE

CERTIFICATE OF NON-FOREIGN STATUS

TO: ____________________________________________

FROM: ____________________________________________ (“Seller”)

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by Seller, the undersigned hereby certifies the following on behalf of Seller:

(a)    Seller is a disregarded entity as defined in §1.1445-2(b)(2)(iii) of the Internal Revenue Code Regulations;

(b)    Seller’s U.S. employer identification number is                 ;

(c)                                 (“Transferor”), is the ultimate beneficial owner of Seller;

(d)    Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

(e)    Transferor’s U.S. Taxpayer Identification Number is             ; and

(c)    Transferor’s office address is: c/o Braemar Hospitality Limited Partnership, 14185 Dallas Parkway, Suite 1200, Dallas, Texas.

Transferor understands that this Certificate of Non-Foreign Status may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury, undersigned in the capacity set forth below, hereby declares that he has examined this Certificate of Non-Foreign Status, and to the best of his knowledge and belief it is true, correct, and complete; and the undersigned further declares that he has authority to sign this document on behalf of Seller in such capacity

[Signature Page Follows]

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SELLER:

____________________________________

By:

Name:

Title:

Date of Execution:

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EXHIBIT H

INTENTIONALLY DELETED

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EXHIBIT I

FORM OF ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT

ASSIGNMENT AND ASSUMPTION

OF

MANAGEMENT AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT (this “Agreement”) is made as of [ ò ], by and between ASHFORD TRS SF LLC (“Assignor”) and BLOCK NINE OWNER, LLC (“Assignee”).

RECITALS:

A.    Assignor and MARRIOTT HOTEL SERVICES, LLC (“Manager”) are parties to that certain Management Agreement dated as of October 1, 2020 (as modified, amended and assigned, the “Management Agreement”) relating to that certain hotel commonly known as The Clancy and located at 299 2nd Street, San Francisco, California 94105.

B.    Assignor is conveying all of its right, title and interest in and to the Hotel (as defined in the Management Agreement) to Assignee as of the date hereof.

C.    Assignor desires to assign to Assignee all of Assignor’s right, title and interest in and to the Management Agreement, and Assignee desires to assume the rights and obligations of Assignor with respect to the Management Agreement.

D.    In connection with the Management Agreement, Assignor, Ashford San Francisco II LP, a Delaware limited partnership (“Landlord”), and Manager are the current parties to that certain Amended and Restated Owner Agreement dated as of October 1, 2020 with respect to the Hotel (as amended and assigned, the “Owner Agreement”).

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1.    Assignment. Assignor hereby sells, assigns, conveys, transfers and grants to Assignee all of Assignor’s right, title and interest in, to and under the Management Agreement as of 11:59 PM on the date hereof (the “Assignment Effective Date”).

2.    Assumption. Assignee hereby accepts all of Assignor’s right, title and interest in, to and under the Management Agreement, agrees to be bound by the Management Agreement, and assumes all the duties, obligations and liabilities of Assignor accruing under or with respect

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to the Management Agreement accruing from and after the Assignment Effective Date; provided, that as between Manager and Assignee only, from and after the Assignment Effective Date, Assignee shall be deemed to have assumed, and shall be responsible for, all duties, obligations and liabilities of “Owner” accruing under or with respect to the Management Agreement irrespective of the date on which such duties, obligations and liabilities accrued. As a result of the foregoing proviso, Assignor and Landlord agree to indemnify Assignee and hold Assignee harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to reasonable attorneys’ fees and expenses) asserted against or incurred by Assignee with respect to the Management Agreement to the extent relating to the period prior to the Assignment Effective Date or out of any failure by Assignor or Landlord to perform or observe the obligations, covenants, terms and conditions related to the Management Agreement to the extent first arising and accruing prior to the Assignment Effective Date.

3.    Further Assurances. Promptly upon request of the other party, Assignor and Assignee shall each execute, acknowledge (as appropriate) and deliver to the other such further assurances and take such further actions as may be reasonably required or appropriate to perfect the assignment and assumption of the Management Agreement and otherwise carry out the intent and purpose of this Agreement, provided that neither party shall incur any material additional cost, expense or obligation in connection with any act that the other party may request.

4.    Termination of Owner Agreement. Assignor, Landlord, and Manager, as applicable, agree that in connection with the assignment and assumption of the Management Agreement as provided herein, the Owner Agreement will terminate effective as of Assignment Effective Date. In no event shall Assignee have any obligation or liability under the Owner Agreement.

5.    Third-Party Beneficiary. The parties hereto acknowledge and agree that Manager and its successors and assigns are third-party beneficiaries of this Agreement, have all the rights and benefits of a third-party beneficiary with respect to Section 2 of this Agreement, and is entitled to rely upon and directly enforce the provisions of Section 2.

5.    Binding Effect. The terms, covenants, conditions and obligations imposed upon each party herein shall be binding upon the successors and assigns of such party.

6.    Miscellaneous. Capitalized terms used but not defined herein shall have the meanings set forth in the Management Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters addressed herein. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument. Delivery of an electronic signature or an executed signature page by electronic transmission is as effective as delivery of an original signed counterpart. Each party hereto waives any defenses to the enforceability of the terms of this Amendment based on the foregoing forms of signature.

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[SIGNATURES FOLLOW ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ASSIGNOR:

ASHFORD TRS SF LLC,

a Delaware limited liability company

By:

Name:

Title:

ASSIGNEE:

BLOCK NINE OWNER, LLC,

a Delaware limited liability company

By:

Name:

Title:    _______________________________

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MANAGER’S CONSENT

The undersigned, as “Manager” under the Management Agreement and with respect to the Guaranty, hereby consents to the foregoing Assignment and Assumption of Management Agreement.

MANAGER:

MARRIOTT HOTEL SERVICES, LLC

By:

Name:

Title:    _______________________________

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LANDLORD’S CONSENT

The undersigned, as “Landlord” under that certain Amended and Restated Owner Agreement currently by and between Assignor, Manager and Landlord, dated as of October 1, 2020, hereby consents to the foregoing Assignment and Assumption of Management Agreement.

LANDLORD:

ASHFORD SAN FRANCISCO II LP,

a Delaware limited partnership

By:        Ashford San Francisco II LP,

a Delaware limited liability company, its general partner

By:

Name:

Title: ________________________

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EXHIBIT J

MANAGER ESTOPPEL CERTIFICATE

MARRIOTT HOTEL SERVICES, LLC, a Delaware limited liability company (“Manager”), hereby certifies to BLOCK NINE OWNER, LLC, a Delaware limited liability company (“Owner”), and [ ò ] (“Lender”) that as of [ ò ]:

1.    Manager is the “Manager” and Owner is the “Owner” under the Management Agreement, as such term is defined on Exhibit A relating to the hotel commonly known as The Clancy and located at 299 2nd Street, San Francisco, CA 94105 (the “Hotel”); provided, however, the Side Letter is not being assigned to Owner.

2.    The Management Agreement (a) is in full force and effect, and (b) has not been further amended, restated, or otherwise modified except as set forth on Exhibit A.

3.    To the best of Manager’s knowledge:

(a)    there is no existing Default or Event of Default (as such terms are defined in the Management Agreement) by Owner under the Management Agreement, and

(b)    no event has occurred which, with the giving of notice or passage of time or both, would become a Default or Event of Default by Owner under the Management Agreement;

(c)    the Base Fee and the Incentive Fee due and payable under the Management Agreement have been paid through [ ò ] (subject to reconciliations and adjustments in accordance with the Management Agreement).

Manager’s liability under this estoppel certification is limited to Manager being estopped by [ ò ] and Owner from asserting any claim in contradiction of Manager’s statements made herein as of the date hereof.

[SIGNATURE FOLLOWS ON NEXT PAGE]

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MANAGER

MARRIOTT HOTEL SERVICES, LLC,

a Delaware limited liability company

By:

Name:

Title:

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EXHIBIT A

MANAGEMENT AGREEMENT DEFINITION

Amended and Restated Management Agreement for The Clancy Hotel, Ashford TRS SF LLC (Owner), Marriott Hotel Services, Inc. (Manager), October 1, 2020

Assignment and Assumption of Management Agreement, Courtyard Management Corporation (Assignor), Marriott Hotel Services, Inc. (Assignee), Ashford TRS SF LLC (Owner), October 1, 2020

Amended and Restated Owner Agreement for San Francisco Hotel, Ashford San Francisco II LP (Landlord), Ashford TRS SF LLC (Tenant), Marriott Hotel Services, Inc. (Manager), October 1, 2020

Side Letter to Amended & Restated Management Agreement, Marriott Hotel Services, Inc., Ashford TRS SF LLC, Ashford San Francisco II LP, October 1, 2020

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SCHEDULE 1

CLOSING COST ALLOCATIONS

Deed Recording Fee S
Sales Tax P
Survey P
Title Insurance (Basic) S
Endorsements or Deletions to Title Policy P
Mortgagee Policy P
Real Estate Transfer Tax S
Mortgage Tax P
Escrow Fees P/S
Title Company Closing Services Fees P/S

LEGEND:

P = To be paid by Purchaser

S = To be paid by Seller

P/S = To be paid equally by Seller and Purchaser

N/A = Not applicable

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SCHEDULE 3.4

VIOLATIONS OF LAW

Notice regarding Backflow Prevention Assembly Test Results from San Francisco Water Power Sewer dated July 15, 2025

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SCHEDULE 3.9

EXPIRED AUTHORIZATIONS

None.

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SCHEDULE 3.15

UNION CONTRACTS

1.    Collective Bargaining Agreement between Courtyard Management Corporation for the San Francisco Downtown Courtyard (The Clancy, Autograph Collection) and UNITE HERE, Local 2, with a term of August 14, 2013, to August 14, 2018.

2.    Memorandum of Understanding between UNITE HERE! Local 2, affiliated with UNITE HERE! International Union and the San Francisco Marriott Marquis, Courtyard Marriott, Marriott Union Square, W Hotel, St. Regis Hotel and Westin St. Francis Hotels, last dated February 26, 2018.

3.    Side Letter of Agreement on Governmental Coordination between UNITE HERE Local 2 and Marriott International, Inc., through several subsidiaries for San Francisco Marriott Marquis, San Francisco Marriott Union Square, The Clancy Hotel, Palace Hotel, W San Francisco, St. Regis San Francisco, and Westin St. Francis, dated July 27, 2022.

4.    Memorandum of Agreement between UNITE HERE Local 2 and the Employer of the Employees at the San Francisco Marriott Marquis, The Clancy San Francisco, Marriott Union Square, W Hotel, St. Regis Hotel, and Westin St. Francis San Francisco Hotels last dated October 7, 2022.

5.    Memorandum of Agreement by and between Courtyard Management Corporation (Marriott Hotel Services, Inc.) for the San Francisco Downtown Courtyard rebranded as The Clancy, Autograph Collection and UNITE HERE Local 2, last dated November 15, 2022.

6.    Memorandum of Agreement Concerning the use of Mobile Dining and UNITE HERE International Union and its affiliates, applicable to certain specified hotels including The Clancy, last dated March 14, 2023.

7.    Memorandum of Agreement by and between Courtyard Management Corporation (Marriott Hotel Services, Inc.) for the San Francisco Downtown Courtyard rebranded as The Clancy, Autograph Collection and UNITE HERE Local 2, last dated November 30, 2023.

8.    Collective Bargaining Agreement by and between Marriott Hotel Services, Inc. dba The Clancy and the International Union of Operating Engineers, Stationary Engineers, Local 39, with a term of November 1, 2024 – October 31, 2030.

9.    Marriott Hotels – UNITE HERE Local 2 Term Sheet 2024-2028 CBA by and between UNITE HERE Local 2 and the Employer of the Employees at the San Francisco Marriott Marquis, The Clancy San Francisco, Marriott Union Square, W Hotel, St. Regis Hotel, The Palace San Francisco, and Westin St. Francis San Francisco Hotels last dated December 27, 2024.

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SCHEDULE 3.20

REGISTERED TRADEMARKS

Mark Country International Classes Status Registration Number Registration Date Registration Expiration Date
THE CLANCY Canada 43 Live Registered TMA1094561 March 1, 2021 March 1, 2031
THE CLANCY EUIPO 43 Registered 17918462 October 16, 2018 June 15, 2028
THE CLANCY United Kingdon 43 Registered UK00003318193 September 7, 2018 June 15, 2028
THE CLANCY United Kingdom 43 Registered UK00917918462 October 16, 2018 June 15, 2028
THE CLANCY United States 43 Live Registered 6329162 April 20, 2021 N/A

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SCHEDULE 6.11

ONGOING WORK

Electrical Fire Repairs – ongoing repairs due to an electrical fire at the Property. As of the Effective Date, a planned power outage is in the process of being rescheduled in order to complete the repairs. Seller and Purchaser agree that the budget for this work is Two Hundred Sixty-Six Thousand and No/100 ($266,000.00) (the “Electrical Fire Repairs Budget”).

Internet Upgrade – ongoing work in connection with an internet upgrade at the Property. Seller and Purchaser agree that the budget for this work is Two Hundred Fifty-Five Thousand Two Hundred Twenty-Five and No/100 ($255,225.00) (the “Internet Upgrade Budget”, and together with the Electrical Fire Repairs Budget, the “Ongoing Work Budget”).

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Document

EXHIBIT 10.6

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [__], 2025, by and among Braemar Hotels & Resorts Inc., a Maryland corporation (the “Company” or the “Indemnitor”), and [__________] (the “Indemnitee”).

WHEREAS, the Indemnitee is an officer or member of the Board of Directors of the Company and in such capacity is performing a valuable service for the Company;

WHEREAS, Maryland law permits the Company to enter into contracts with its officers or members of its Board of Directors with respect to indemnification of, and advancement of expenses to, such persons;

WHEREAS, the Articles of Amendment and Restatement of the Company (as amended, the “Charter”) provide that the Company shall indemnify and advance expenses to its directors to the maximum extent permitted by Maryland law in effect from time to time and may indemnify its officers as it deems appropriate and as shall be authorized by the Board of Directors, consistent with law;

WHEREAS, the Amended and Restated Bylaws of the Company (as amended, the “Bylaws”) provide that each director and officer of the Company shall be indemnified by the Company to the maximum extent permitted by Maryland law in effect from time to time and shall be entitled to advancement of expenses consistent with Maryland law; and

WHEREAS, to induce the Indemnitee to provide services to the Company as an officer or member of the Board of Directors of the Company, and to provide the Indemnitee with specific contractual assurance that indemnification will be available to the Indemnitee regardless of, among other things, any amendment to or revocation of the Charter or the Bylaws, or any acquisition transaction relating to the Company, the Indemnitor desires to provide the Indemnitee with protection against personal liability as set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Indemnitor and the Indemnitee hereby agree as follows:

1.    DEFINITIONS

For purposes of this Agreement:

(A)    “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following: (A) any Person (as defined below) is or becomes the beneficial owner (as defined below), directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities, (B) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period

constitute the Board of Directors of the Company, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraphs 1(A)(A), 1(A)(C) or 1(A)(D) or a director whose initial nomination for, or assumption of office as, a member of the Board of Directors of the Company occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors of the Company) whose election by the Board of the Directors of the Company or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the total number of directors constituting the Board of Directors of the Company, (C) the effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity (or the parent entity of such surviving entity) representing at least 50% of the combined voting power of the voting securities of the surviving entity (or such parent entity) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or such parent entity; (D) the approval by the stockholders of the Company of a dissolution or complete liquidation of the Company or an agreement for the sale, lease, exchange or other disposition by the Company of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, and (E) there occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is then subject to such reporting requirement.

For purposes of this paragraph 1(A), the following terms shall have the following meanings:

(I) “person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that person shall exclude (a) the Company, (b) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (c) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(II) “beneficial owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act.

(B)    “Corporate Status” describes the status of a person who is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, partner (limited or general), member, employee or agent of any other foreign or domestic corporation, partnership, joint venture, limited liability company, trust, other enterprise (whether conducted for profit or not for profit) or employee benefit plan.

(C)    “Determination” means a determination that either (x) there is a reasonable basis for the conclusion that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee had met the applicable standard of conduct (a “Favorable Determination”) or (y) there is no reasonable basis for the conclusion that indemnification of the Indemnitee is proper in the circumstances (an “Adverse Determination”).

(D)    “Disinterested Director” means a director who is not and was not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee and does not otherwise have an interest materially adverse to any interest of the Indemnitee.

(E)    “Expenses” shall include all attorneys’ and paralegals’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(F)    “Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation (including any formal or informal internal investigation to which the Indemnitee is made a party by reason of the Corporate Status of the Indemnitee), administrative hearing, or any other proceeding, including appeals therefrom, whether civil, criminal, administrative, or investigative, except one initiated by the Indemnitee pursuant to paragraph 8 of this Agreement to enforce such Indemnitee’s rights under this Agreement.

(G)    “Special Legal Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law.

2.    INDEMNIFICATION

The Indemnitee shall be entitled to the rights of indemnification provided in this paragraph 2 and under applicable law, the Charter, the Bylaws, any other agreement, a vote of stockholders or resolution of the Board of Directors or otherwise if, by reason of such Indemnitee’s Corporate Status, such Indemnitee is, or is threatened to be made, a party to any threatened, pending, or contemplated Proceeding, including a Proceeding by or in the right of the

Company. Unless prohibited by paragraph 13 hereof and subject to the other provisions of this Agreement, the Indemnitee shall be indemnified hereunder, to the maximum extent permitted by Maryland law in effect from time to time, against judgments, penalties, fines and settlements and reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection with such Proceeding or any claim, issue or matter therein; provided, however, that if such Proceeding was initiated by or in the right of the Company, indemnification may not be made in respect of such Proceeding if the Indemnitee shall have been finally adjudged to be liable to the Company. For purposes of this paragraph 2, excise taxes assessed on the Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines.

3.    INDEMNIFICATION FOR EXPENSES IN CERTAIN CIRCUMSTANCES

(A)    Without limiting the effect of any other provision of this Agreement (including the Indemnitee’s rights to indemnification under paragraph 2 and advancement of expenses under paragraph 4), without regard to whether the Indemnitee is entitled to indemnification under paragraph 2 and without regard to the provisions of paragraph 6 hereof, to the extent that the Indemnitee is successful, on the merits or otherwise, in any Proceeding to which the Indemnitee is a party by reason of such Indemnitee’s Corporate Status, such Indemnitee shall be indemnified against all reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection therewith.

(B)    If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding, the Indemnitor shall indemnify the Indemnitee against all reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection with each successfully resolved claim, issue or matter.

(C)    For purposes of this paragraph 3 and without limitation, the termination of any claim, issue or matter in such Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

4.    ADVANCEMENT OF EXPENSES

Notwithstanding anything in this Agreement to the contrary, but subject to paragraph 13 hereof, if the Indemnitee is or was or becomes a party to or is otherwise involved in any Proceeding (including as a witness), or is or was threatened to be made a party to or a participant (including as a witness) in any such Proceeding, by reason of the Indemnitee’s Corporate Status, or by reason of (or arising in part out of) any actual or alleged event or occurrence related to the Indemnitee’s Corporate Status, or by reason of any actual or alleged act or omission on the part of the Indemnitee taken or omitted in or relating to the Indemnitee’s Corporate Status, then the Indemnitor shall advance all reasonable Expenses incurred by the Indemnitee in connection with any such Proceeding within twenty (20) days after the receipt by the Indemnitor of a statement from the Indemnitee requesting such advance from time to time, whether prior to or after final disposition of such Proceeding; provided that, such statement shall reasonably evidence the

Expenses incurred or to be incurred by the Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Indemnitor as authorized by this Agreement has been met and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amounts advanced if it should ultimately be determined that the standard of conduct has not been met. The undertaking required by clause (ii) of the immediately preceding sentence shall be an unlimited general obligation of the Indemnitee but need not be secured and may be accepted without reference to financial ability to make the repayment.

5.    WITNESS EXPENSES

Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of such Indemnitee’s Corporate Status, a witness (or is forced or asked to respond to discovery requests) for any reason in any Proceeding to which such Indemnitee is not a named defendant or respondent, the Indemnitor shall advance all Expenses actually incurred by or on behalf of such Indemnitee, on an as-incurred basis in accordance with paragraph 4 of this Agreement, in connection therewith and indemnify the Indemnitee therefor.

6.    DETERMINATION OF ENTITLEMENT TO AND AUTHORIZATION OF INDEMNIFICATION

(A)    To obtain indemnification under this Agreement, the Indemnitee shall submit to the Indemnitor a written request, including therewith such documentation and information reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification.

(B)    The Indemnitor agrees that the Indemnitee shall be indemnified to the fullest extent permitted by law. Indemnification under this Agreement may not be made unless authorized for a specific Proceeding after a Determination has been made in accordance with this paragraph 6(B) that indemnification of the Indemnitee is permissible in the circumstances because the Indemnitee has met the following standard of conduct: the Indemnitor shall indemnify the Indemnitee in accordance with the provisions of paragraph 2 hereof, unless it is established that: (a) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (x) was committed in bad faith or (y) was the result of active and deliberate dishonesty; (b) the Indemnitee actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Upon receipt by the Indemnitor of the Indemnitee’s written request for indemnification pursuant to paragraph 6(A), a Determination shall be made within the period specified in paragraph 6(E): (i) if a Change in Control shall have occurred, by Special Legal Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, with Special Legal Counsel selected by the Indemnitee (the Indemnitee shall give prompt written notice to the Indemnitor advising the Indemnitor of the identity of

the Special Legal Counsel so selected); or (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors, or, if such quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors consisting solely of two or more Disinterested Directors and who were duly designated to act in the matter by a majority vote of the full Board of Directors in which the designated directors who are parties to the Proceeding may participate, (B) if the requisite quorum of the full Board of Directors cannot be obtained therefor and the committee cannot be established (or, even if such quorum is obtainable or such committee can be established, if such quorum or committee so directs), by Special Legal Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, with Special Legal Counsel selected by the Board of Directors or a committee of the Board of Directors by vote as set forth in clause (ii)(A) of this paragraph 6(B) (or, if the requisite quorum of the full Board of Directors cannot be obtained therefor and the committee cannot be established, by a majority of the full Board of Directors in which directors who are parties to the Proceeding may participate) (if the Indemnitor selects Special Legal Counsel to make the Determination under this clause (ii), the Indemnitor shall give prompt written notice to the Indemnitee advising him or her of the identity of the Special Legal Counsel so selected) or (C) if so directed by a majority of the members of the Board of Directors, by the stockholders of the Company. If a Favorable Determination shall have been made, payment to the Indemnitee shall be made within fifteen (15) business days after such Favorable Determination. Authorization of indemnification and determination as to reasonableness of Expenses shall be made in the same manner as the Determination. However, if the Determination is made by Special Legal Counsel under clause (ii)(B) above, authorization of indemnification and determination as to reasonableness of Expenses shall be made in the manner specified under clause (ii)(B) above for the selection of such Special Legal Counsel.

(C)    The Indemnitee shall cooperate with the person or entity making such Determination, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such Determination. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating shall be borne by the Indemnitor (irrespective of the Determination) and the Indemnitor hereby indemnifies and agrees to hold the Indemnitee harmless therefrom.

(D)    In the event the Determination is to be made by Special Legal Counsel pursuant to paragraph 6(B) hereof, the Indemnitee, or the Indemnitor, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Indemnitor or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the grounds

that the Special Legal Counsel so selected does not meet the requirements of “Special Legal Counsel” as defined in paragraph 1 of this Agreement. If such written objection is made, the Special Legal Counsel so selected may not serve as Special Legal Counsel until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification pursuant to paragraph 6(A) hereof, no Special Legal Counsel shall have been selected or, if selected, shall have been objected to, either the Indemnitor or the Indemnitee may petition a court for resolution of any objection which shall have been made by the Indemnitor or the Indemnitee to the other’s selection of Special Legal Counsel and/or for the appointment as Special Legal Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Special Legal Counsel under paragraph 6(B) hereof. The Indemnitor shall pay all reasonable fees and expenses of Special Legal Counsel incurred in connection with acting pursuant to paragraph 6(B) hereof, and all reasonable fees and expenses incident to the selection of such Special Legal Counsel pursuant to this paragraph 6(D). In the event that a Determination is to be made by Special Legal Counsel and such Determination shall not have been made and delivered in a written opinion within ninety (90) days after the receipt by the Indemnitor of the Indemnitee’s request in accordance with paragraph 6(A), upon the due commencement of any judicial proceeding in accordance with paragraph 8(A) of this Agreement, Special Legal Counsel shall be discharged and relieved of any further responsibility in such capacity.

(E)    If the person or entity making the Determination shall not have made a Determination within forty-five (45) days after receipt by the Indemnitor of the request therefor, the Determination shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 45-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person or entity making said Determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 6(E) shall not apply: (i) if the Determination is to be made by the stockholders and if within fifteen (15) days after receipt by the Indemnitor of the request for such Determination the Board of Directors resolves to submit such Determination to the stockholders for consideration at an annual or special meeting thereof to be held within seventy-five (75) days after such receipt and such Determination is made at such meeting, or (ii) if the Determination is to be made by Special Legal Counsel pursuant to paragraph 6(B) of this Agreement.

7.    PRESUMPTIONS

(A)    In making a Determination, the person or entity making such Determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Indemnitor shall have the burden of proof to overcome such presumption.

(B)    The termination of any Proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

8.    REMEDIES

(A)    In the event that: (i) an Adverse Determination is made, or (ii) advancement of reasonable Expenses is not timely made pursuant to this Agreement, or (iii) payment of indemnification due the Indemnitee under this Agreement is not timely made, the Indemnitee shall be entitled to an adjudication in an appropriate court of competent jurisdiction of such Indemnitee’s entitlement to such indemnification or advancement of Expenses.

(B)    In the event that an Adverse Determination shall have been made pursuant to paragraph 6(B) of this Agreement, any judicial proceeding commenced pursuant to this paragraph 8 shall be conducted in all respects as a de novo trial on the merits. The fact that an Adverse Determination has been made earlier pursuant to paragraph 6 of this Agreement that the Indemnitee was not entitled to indemnification shall not be taken into account in any judicial proceeding commenced pursuant to this paragraph 8 and (i) the Indemnitee shall not be prejudiced in any way by reason of that Adverse Determination and (ii) the Indemnitor shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(C)    If a Favorable Determination shall have been made or deemed to have been made pursuant to this Agreement, the Indemnitor shall be bound by such Determination in any judicial proceeding commenced pursuant to this paragraph 8, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(D)    The Indemnitor shall be precluded from asserting in any judicial proceeding commenced pursuant to this paragraph 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Indemnitor is bound by all the provisions of this Agreement.

(E)    In the event that the Indemnitee, pursuant to this paragraph 8, seeks a judicial adjudication of such Indemnitee’s rights under, or to recover damages for breach of, this Agreement, if successful on the merits or otherwise as to all or less than

all claims, issues or matters in such judicial adjudication, the Indemnitee shall be entitled to recover from the Indemnitor, and shall be indemnified by the Indemnitor against, any and all reasonable Expenses actually incurred by such Indemnitee in connection with each successfully resolved claim, issue or matter.

(F)    Notwithstanding anything in this Agreement to the contrary, no Determination as to entitlement of the Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

9.    NOTIFICATION AND DEFENSE OF CLAIMS

The Indemnitee agrees promptly to notify the Indemnitor in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the failure so to notify the Indemnitor will not relieve the Indemnitor from any liability that the Indemnitor may have to Indemnitee under this Agreement unless the Indemnitor can establish that such omission to notify resulted in actual and material prejudice to which it cannot be reversed or otherwise eliminated without any material adverse effect on the Indemnitor. With respect to any such Proceeding as to which Indemnitee notifies the Indemnitor of the commencement thereof:

(A)    The Indemnitor will be entitled to participate therein at its own expense.

(B)    Except as otherwise provided below, the Indemnitor will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitor to Indemnitee of the Indemnitor’s election to assume the defense thereof, the Indemnitor will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the fees and disbursements of such counsel incurred after notice from the Indemnitor of the Indemnitor’s assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment of counsel by the Indemnitee has been authorized by the Indemnitor, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, (c) such Proceeding seeks penalties or other relief against the Indemnitee with respect to which the Indemnitor could not provide monetary indemnification to the Indemnitee (such as injunctive relief or incarceration) or (d) the Indemnitor shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and disbursements of counsel shall be at the expense of the Indemnitor. The Indemnitor shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Indemnitor, or as to which the Indemnitee shall have

reached the conclusion specified in clause (b) above, or which involves penalties or other relief against the Indemnitee of the type referred to in clause (c) above.

(C)    The Indemnitor shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Indemnitor’s written consent. The Indemnitor shall not settle any action or claim in any manner that would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Indemnitor nor Indemnitee will unreasonably withhold or delay consent to any proposed settlement.

10.    NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE SUBROGATION

(A)    The rights of indemnification and to receive advancement of reasonable Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any other agreement, a vote of stockholders, a resolution of the Board of Directors or otherwise, except that any payments otherwise required to be made by the Indemnitor hereunder shall be offset by any and all amounts received by the Indemnitee from any other indemnitor or under one or more liability insurance policies maintained by an indemnitor or otherwise and shall not be duplicative of any other payments received by an Indemnitee from the Indemnitor in respect of the matter giving rise to the indemnity hereunder; provided, however, that if indemnification rights are provided by an Additional Indemnitor as defined in paragraph 18(B) hereof, such paragraph shall govern. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to the Indemnitee with respect to any action taken or omitted by the Indemnitee prior to such amendment, alteration or repeal.

(B)    To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors and officers of the Company, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available and upon any Change in Control the Company shall use commercially reasonable efforts to obtain or arrange for continuation and/or “tail” coverage for the Indemnitee to the maximum extent obtainable at such time.

(C)    Except as otherwise provided in paragraph 18(B) hereof, in the event of any payment under this Agreement, the Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all actions necessary to secure such rights, including execution of such documents as are necessary to enable the Indemnitor to bring suit to enforce such rights.

(D)    Except as otherwise provided in paragraph 18(B) hereof, the Indemnitor shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement, or otherwise.

11.    CONTINUATION OF INDEMNITY

(A)    All agreements and obligations of the Indemnitor contained herein shall continue during the period the Indemnitee is an officer or a member of the Board of Directors of the Company and shall continue thereafter so long as the Indemnitee shall be subject to any threatened, pending or completed Proceeding by reason of such Indemnitee’s Corporate Status and during the period of statute of limitations for any act or omission occurring during the Indemnitee’s term of Corporate Status. This Agreement shall be binding upon the Indemnitor and its respective successors and assigns and shall inure to the benefit of the Indemnitee and such Indemnitee’s heirs, executors and administrators.

(B)    The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

12.    SEVERABILITY

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provisions held invalid, illegal or unenforceable.

13.    EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES

Notwithstanding any other provisions of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of reasonable Expenses under this Agreement with respect to (i) any Proceeding initiated by such Indemnitee against the Indemnitor other than a

proceeding commenced pursuant to paragraph 8 hereof, or (ii) any Proceeding for an accounting of profits arising from the purchase and sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, rules and regulations promulgated thereunder, or any similar provisions of any federal, state or local statute.

14.    NOTICE TO THE COMPANY STOCKHOLDERS

Any indemnification of, or advancement of reasonable Expenses, to an Indemnitee in accordance with this Agreement, if arising out of a Proceeding by or in the right of the Company, shall be reported in writing to the stockholders of the Company with the notice of the next Company stockholders’ meeting or prior to the meeting.

15.    HEADINGS

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

16.    MODIFICATION AND WAIVER

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

17.    NOTICES

All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand or by a nationally recognized overnight delivery service and received by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, if so delivered or mailed, as the case may be, to the following addresses:

If to the Indemnitee, to the address set forth in the records of the Company.

If to the Indemnitor, to:

Braemar Hotels & Resorts Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

Attention: General Counsel

or to such other address as may have been furnished to the Indemnitee by the Indemnitor or to the Indemnitor by the Indemnitee, as the case may be.

18.    CONTRIBUTION

(A)    To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, penalties, fines and settlements and reasonable expenses actually incurred by or on behalf of an Indemnitee, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

(B)    The Company acknowledges and agrees that as between the Company and any other entity that has provided indemnification rights in respect of Indemnitee’s service as a director of the Company at the request of such entity (an “Additional Indemnitor”), the Company shall be primarily liable to Indemnitee as set forth in this Agreement for any indemnification claim (including, without limitation, any claim for advancement of Expenses) by Indemnitee in respect of any Proceeding for which Indemnitee is entitled to indemnification hereunder. In the event the Additional Indemnitor is liable to any extent to Indemnitee by virtue of indemnification rights provided by the Additional Indemnitor to Indemnitee in respect of Indemnitee’s service on the Board of Directors at the request of the Additional Indemnitor and Indemnitee is also entitled to indemnification under this Agreement (including, without limitation, for advancement of Expenses) as a result of any Proceeding, the Company shall pay, in the first instance, the entire amount of any indemnification claim (including, without limitation, any claim for advancement of Expenses) brought by the Indemnitee against the Company under this Agreement (including, without limitation, any claim for advancement of Expenses) without requiring the Additional Indemnitor to contribute to such payment and the Company hereby waives and relinquishes any right of contribution, subrogation or any other right of recovery of any kind it may have against the Additional Indemnitor in respect thereof. The Company further agrees that no advancement or payment by the Additional Indemnitor on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Additional Indemnitor shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company.

19.    GOVERNING LAW

The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without application of the conflict of laws principles thereof.

20.    NO ASSIGNMENTS

The Indemnitee may not assign its rights or delegate obligations under this Agreement without the prior written consent of the Indemnitor. Any assignment or delegation in violation of this paragraph 20 shall be null and void.

21.    NO THIRD PARTY RIGHTS

Except for the rights of an Additional Indemnitor under paragraph 18(B) hereof: (a), nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement; and (b) this Agreement and all of its provisions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns.

22.    COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together constitute an agreement binding on all of the parties hereto.

[Remainder of Page Intentionally Left Blank; Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

BRAEMAR HOTELS & RESORTS INC.

By:

Name:    Alex Rose

Title:    Executive Vice President, General Counsel

and Secretary

INDEMNITEE:

By:

Name:

Signature Page to Indemnification Agreement

Document

EXHIBIT 31.1

CERTIFICATION

I, Richard J. Stockton, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Braemar Hotels & Resorts Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2025

/s/ RICHARD J. STOCKTON
Richard J. Stockton
President and Chief Executive Officer

Document

EXHIBIT 31.2

CERTIFICATION

I, Deric S. Eubanks, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Braemar Hotels & Resorts Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2025

/s/ DERIC S. EUBANKS
Deric S. Eubanks
Chief Financial Officer

Document

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Braemar Hotels & Resorts Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard J. Stockton, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2025

/s/ RICHARD J. STOCKTON
Richard J. Stockton
President and Chief Executive Officer

Document

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Braemar Hotels & Resorts Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deric S. Eubanks, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2025

/s/ DERIC S. EUBANKS
Deric S. Eubanks
Chief Financial Officer

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