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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 21, 2026
BRAEMAR HOTELS & RESORTS INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Maryland | | 001-35972 | | 46-2488594 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS employer identification number) |
| | | | |
| 14185 Dallas Parkway | | | | |
| Suite 1200 | | | | |
| Dallas | | | | |
| Texas | | | | 75254 |
| (Address of principal executive offices) | | | | (Zip code) |
Registrant’s telephone number, including area code: (972) 490-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | BHR | | New York Stock Exchange |
| Preferred Stock, Series B | | BHR-PB | | New York Stock Exchange |
| Preferred Stock, Series D | | BHR-PD | | New York Stock Exchange |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Ashford Inc. (“AINC”) proposed to the independent directors of the board of directors of Braemar Hotels & Resorts Inc. (the “Company”) to amend the Fifth Amended and Restated Advisory Agreement (as amended, the “Amended and Restated Advisory Agreement”). The independent directors of the board of directors of the Company agreed to the proposed amendment, and on May 21, 2026, the parties entered into Amendment No. 3 (the “Amendment”) to the Amended and Restated Advisory Agreement by and among the Company, Braemar Hospitality Limited Partnership, Braemar TRS Corporation, AINC and Ashford Hospitality Advisors LLC (together with AINC, the “Advisor”). The Amendment amends the Amended and Restated Advisory Agreement solely to extend the period during which the Company and the Advisor shall negotiate a revised Base Fee or Incentive Fee (each defined in the Amended and Restated Advisory Agreement) through and including December 31, 2026.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number Exhibit Description
101 Inline Interactive Data Files
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| BRAEMAR HOTELS & RESORTS INC. |
| | |
| Dated: May 21, 2026 | By: | /s/ Jim Plohg |
| | Jim Plohg |
| | Executive Vice President, General Counsel & Secretary |
AMENDMENT NO. 3 TO THE FIFTH AMENDED AND RESTATED ADVISORY AGREEMENT
This Amendment No. 3 to the Fifth Amended and Restated Advisory Agreement (this “Amendment”), is dated and effective as of May 21, 2026, by and among BRAEMAR HOTELS & RESORTS INC., a Maryland corporation (“Braemar” or the “Company”), BRAEMAR HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), BRAEMAR TRS CORPORATION, a Delaware corporation (“Braemar TRS”), ASHFORD INC., a Maryland corporation (“Ashford Inc.”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (“Ashford LLC” and, together with Ashford Inc., the “Advisor”). All capitalized terms appearing herein that are not otherwise defined shall have the meanings ascribed to them in the Fifth Amended and Restated Advisory Agreement, dated April 23, 2018, by and among the parties hereto (as amended from time to time (including pursuant to this Amendment), the “Advisory Agreement”).
WITNESSETH:
WHEREAS, Braemar, through its interest in the Operating Partnership, is in the business of investing in the hospitality industry, primarily in high revenue per available room luxury hotels (for purposes hereof, unless the context otherwise requires, the term “Company” shall collectively include Braemar and the Operating Partnership);
WHEREAS, the parties hereto entered into the Advisory Agreement, pursuant to which the Advisor agreed to perform certain advisory services identified in such agreement, on behalf of, and subject to the supervision of, the board of directors of Braemar (the “Board of Directors”), in exchange for the compensation set forth therein;
WHEREAS, the parties hereto desire to amend the Advisory Agreement solely as set forth herein; and
WHEREAS, the independent directors of each of the board of directors of Ashford Inc. and the Board of Directors have reviewed this Amendment and the terms and conditions set forth herein and have deemed this Amendment and such terms and conditions to be advisable and in the best interests of Ashford Inc. and the Company, respectively.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
Article I.AMENDMENTS TO THE ADVISORY AGREEMENT
Section 1.01Fee Renegotiation. Notwithstanding anything to the contrary in Section 6.6 of the Advisory Agreement, solely with respect to the fee renegotiation initiated in connection with the Advisor’s exercise of its extension rights under Section 12.2 of the Advisory Agreement for the term commencing on January 25, 2027 (the “Current Renegotiation”), the parties hereto agree that the period during which the parties shall negotiate in good faith a revised Base Fee or Incentive Fee pursuant to Section 6.6 of the Advisory Agreement with respect to the Current Renegotiation is hereby extended through and including December 31, 2026. For the avoidance of doubt, (a) no party shall be required to submit any fee renegotiation dispute arising out of the Current Renegotiation to the Arbitration Panel contemplated by Section 6.6 of the Advisory Agreement prior to January 1, 2027, (b) this Section 1.01 shall have no effect on the rights or obligations of the parties under Section 6.6 of the Advisory Agreement with respect to any fee renegotiation other than the Current Renegotiation, and (c) except as expressly modified by this Section 1.01 with respect to the Current Renegotiation, Section 6.6 of the Advisory Agreement shall remain in full force and effect.
Article II.ARTICLE II. MISCELLANEOUS
Section 2.01Interpretation. The parties hereto have participated jointly in the negotiation and drafting of this Amendment. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Amendment.
Section 2.02Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of laws principles thereof.
Section 2.03Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same agreement.
Section 2.04Ratification of the Advisory Agreement. Except as expressly amended hereby, the Advisory Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
[Signatures follow on the next page.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first above written.
BRAEMAR:
Braemar Hotels & Resorts Inc., a Maryland corporation
By: /s/ Richared Stockton
Name: Richard Stockton
Title: Chief Executive Officer
OPERATING PARTNERSHIP:
Braemar Hospitality Limited Partnership
By: Braemar OP General Partner LLC, its general partner
By: /s/ Richard Stockton
Name: Richard Stockton
Title: Chief Executive Officer
BRAEMAR TRS:
Braemar TRS Corporation
By: /s/ Jim Plohg
Name: Jim Plohg
Title: President
[Signature Page to Amendment No. 3 to the Fifth Amended and Restated Advisory Agreement]
ADVISOR:
Ashford Hospitality Advisors LLC
By: /s/ Eric Batis
Name: Eric Batis
Title: Chief Executive Officer
Ashford Inc.
By: /s/ Jim Plohg
Name: Jim Plohg
Title: Executive Vice President, General Counsel and Secretary
[Signature Page to Amendment No. 3 to the Fifth Amended and Restated Advisory Agreement]