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 March 31, 2026

☐	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	68,679,318
(Class)	Outstanding at May 5, 2026

BRAEMAR HOTELS & RESORTS INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2026

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as ofMarch 31, 2026and December 31, 2025	2
Condensed Consolidated Statements of Operations for the ThreeMonths EndedMarch 31, 2026and 2025	3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the ThreeMonths EndedMarch 31, 2026 and2025	4
Condensed Consolidated Statements of Equity for the ThreeMonths EndedMarch 31, 2026and 2025	5
Condensed Consolidated Statements of Cash Flows for theThreeMonths EndedMarch 31, 2026and 2025	6
Notes to Condensed Consolidated Financial Statements	8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	44
ITEM 4. CONTROLS AND PROCEDURES	44
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	44
ITEM 1A. RISK FACTORS	45
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	45
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	46
ITEM 4. MINE SAFETY DISCLOSURES	46
ITEM 5. OTHER INFORMATION	46
ITEM 6. EXHIBITS	47
SIGNATURES	49

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, 2025
ASSETS
Investments in hotel properties, gross	1,906,327	$	1,902,328
Accumulated depreciation		(344,061)
Investments in hotel properties, net		1,558,267
Cash and cash equivalents		124,354
Restricted cash		42,479
Accounts receivable, net of allowance of 136 and 113, respectively		32,843
Inventories		4,741
Note receivable		8,896
Prepaid expenses		6,987
Deposit paid to Ashford Inc.		17,000
Deferred costs, net		75
Investment in unconsolidated entity		89
Derivative assets		56
Operating lease right-of-use assets		30,743
Other assets		15,368
Intangible assets, net		2,746
Due from related parties, net		—
Due from third-party hotel managers		17,088
Total assets	1,849,497	$	1,861,732
LIABILITIES AND EQUITY
Liabilities:
Indebtedness, net	1,106,029	$	1,103,450
Accounts payable and accrued expenses		142,123
Redeemable preferred stock redemptions payable		30,864
Dividends and distributions payable		7,672
Due to Ashford Inc., net		5,148
Due to related parties, net		257
Due to third-party hotel managers		1,467
Operating lease liabilities		20,058
Other liabilities		25,572
Total liabilities		1,336,611
Commitments and contingencies (note 15)
5.50% Series B cumulative convertible preferred stock, 0.01 par value, 3,078,017 shares issued and outstanding at March 31, 2026 and December 31, 2025		65,426
Series E redeemable preferred stock, 0.01 par value, 9,561,665 and 10,818,280 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		265,695
Series M redeemable preferred stock, 0.01 par value, 1,337,328 and 1,368,091 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		34,217
Redeemable noncontrolling interests in operating partnership		19,005
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 March 31, 2026 and December 31, 2025		16
Common stock, 0.01 par value, 250,000,000 shares authorized, 68,679,318 and 68,219,432 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		682
Additional paid-in capital		706,488
Accumulated deficit		(568,503)
Total stockholders’ equity of the Company		138,683
Noncontrolling interest in consolidated entities		2,095
Total equity		140,778
Total liabilities and equity	1,849,497	$	1,861,732

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)


	2026		2025
REVENUE
Rooms	$	128,801	$	136,092
Food and beverage	52,342		51,788
Other	27,840		27,940
Total hotel revenue	208,983		215,820
EXPENSES
Hotel operating expenses:
Rooms	24,878		28,219
Food and beverage	38,910		40,210
Other expenses	59,878		60,376
Management fees	6,194		6,910
Total hotel operating expenses	129,860		135,715
Property taxes, insurance and other	4,652		10,465
Depreciation and amortization	22,579		23,395
Advisory services fee	7,404		6,611
Corporate general and administrative	4,867		2,894
Total operating expenses	169,362		179,080
Gain (loss) on disposition of assets and hotel properties	3		—
OPERATING INCOME (LOSS)	39,624		36,740
Equity in earnings (loss) of unconsolidated entity	(31)		—
Interest income	810		1,888
Interest expense and amortization of discounts and loan costs	(21,195)		(24,827)
Write-off of loan costs and exit fees	(5)		(1,464)
Realized and unrealized gain (loss) on derivatives	248		(198)
INCOME (LOSS) BEFORE INCOME TAXES	19,451		12,139
Income tax (expense) benefit	(1,417)		(1,467)
NET INCOME (LOSS)	18,034		10,672
(Income) loss attributable to noncontrolling interest in consolidated entities	17		64
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	(347)		262
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	17,704		10,998
Preferred dividends	(8,040)		(9,269)
Deemed dividends on preferred stock	(4,763)		(4,276)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	4,901	$	(2,547)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	0.07	$	(0.04)
Weighted average common shares outstanding – basic	68,432		66,744
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	0.07	$	(0.04)
Weighted average common shares outstanding – diluted	100,289		66,744

See Notes to Condensed Consolidated Financial Statements.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)


	2026		2025
NET INCOME (LOSS)	$	18,034	$	10,672
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized gain (loss) on investment in securities	—		859
Total other comprehensive income (loss)	—		859
TOTAL COMPREHENSIVE INCOME (LOSS)	18,034		11,531
Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities	17		64
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership	(347)		182
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	17,704	$	11,777

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			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, 2025	1,600	$	16	68,219	$	682	$	706,488	$	(568,503)		$	2,095		$	140,778		3,078		$	65,426		10,818		$	265,695	1,368	$	34,217	$	19,005
Issuance of preferred stock	—	—		—	—		—		—			—			—			—		—			26		634		1	43		—
Dividends declared – preferred stock - Series B ($0.34/share)	—	—		—	—		—		(1,058)			—			(1,058)			—		—			—		—		—	—		—
Dividends declared – preferred stock - Series D ($0.52/share)	—	—		—	—		—		(825)			—			(825)			—		—			—		—		—	—		—
Dividends declared – preferred stock - Series E ($0.47/share)	—	—		—	—		—		(5,422)			—			(5,422)			—		—			—		—		—	—		—
Dividends declared – preferred stock - Series M ($0.53/share)	—	—		—	—		—		(735)			—			(735)			—		—			—		—		—	—		—
Redemption/conversion of operating partnership units	—	—		460	5		1,386		—			—			1,391			—		—			—		—		—	—		(1,391)
Net income (loss)	—	—		—	—		—		17,704			(17)			17,687			—		—			—		—		—	—		347
Reclassification of redeemable preferred stock from mezzanine equity to liability	—	—		—	—		—		—			—			—			—		—			(1,282)		(32,050)		(32)	(810)		—
Redemption value adjustment – preferred stock	—	—		—	—		—		(4,763)			—			(4,763)			—		—			—		4,763		—	—		—
Redemption value adjustment	—	—		—	—		—		2,036			—			2,036			—		—			—		—		—	—		(2,036)
Balance at March 31, 2026	1,600	$	16	68,679	$	687	$	707,874	$	(561,566)		$	2,078		$	149,089		3,078		$	65,426		9,562		$	239,042	1,337	$	33,450	$	15,925
	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, 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	—	—		(19)	—		(51)		—		—		—					(51)		—	—		—	—		—	—		—
Equity-based compensation	—	—		—	—		(33)		—		—		—					(33)		—	—		—	—		—	—		(15)
Issuance of preferred stock	—	—		—	—		—		—		—		—					—		—	—		32	798		1	39		—
Issuance of restricted shares/units	—	—		1	—		4		—		—		—					4		—	—		—	—		—	—		498
Dividends declared – common stock - ($0.05/share)	—			—	—		—		(3,372)		—		—					(3,372)		—	—		—	—		—	—		—
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)	—	—		—	—		—		(6,616)		—		—					(6,616)		—	—		—	—		—	—		—
Dividends declared – preferred stock - Series M ($0.53/share)	—	—		—	—		—		(770)		—		—					(770)		—	—		—	—		—	—		—
Distributions to noncontrolling interests	—	—		—	—		—		—		—		—					—		—	—		—	—		—	—		(344)
Redemption/conversion of operating partnership units	—	—		457	4		2,247		—		—		—					2,251		—	—		—	—		—	—		(2,251)
Redemption of operating partnership units for cash	—	—		—	—		—		—		—		—					—		—	—		—	—		—	—		(92)
Net income (loss)	—	—		—	—		—		10,998		—		(64)					10,934		—	—		—	—		—	—		(262)
Redemption of preferred stock	—	—		—	—		—		—		—		—					—		—	—		(1,033)	(25,701)		(19)	(466)		—
Unrealized gain (loss) on investment in securities	—	—		—	—		—		—		779		—					779					—	—		—	—		80
Redemption value adjustment – preferred stock	—	—		—	—		—		(4,276)		—		—					(4,276)		—	—		—	4,276		—	—		—
Redemption value adjustment	—	—		—	—		—		1,148		—		—					1,148		—	—		—	—		—	—		(1,148)
Balance at March 31, 2025	1,600	$	16	67,047	$	669	$	720,703	$	(482,575)	$	95	$	(3,431)				$	235,477	3,078	$	65,426	13,910	$	331,875	1,459	$	36,489	$	26,430

See Notes to Condensed Consolidated Financial Statements.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Three Months Ended March 31,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	18,034	$	10,672
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	22,579		23,395
Recognition of deferred income	(174)		(174)
Equity-based compensation	—		(48)
Bad debt expense	64		(15)
Amortization of loan costs, discounts and capitalized default interest	2,579		2,293
Write-off of loan costs and exit fees	5		1,464
Amortization of intangibles	95		107
Amortization of non-refundable membership initiation fees	(879)		(623)
Interest expense accretion on refundable membership club deposits	135		151
Realized and unrealized (gain) loss on derivatives	(248)		198
Non-cash interest income	(149)		(151)
Equity in (earnings) loss of unconsolidated entity	31		—
Deferred income tax expense (benefit)	376		(13)
Changes in operating assets and liabilities, exclusive of disposition of assets and hotel properties:
Accounts receivable and inventories	(4,542)		(9,285)
Prepaid expenses and other assets	(3,616)		(8,003)
Accounts payable and accrued expenses	(157)		(6,518)
Operating lease right-of-use assets	51		57
Due to/from related parties, net	(624)		645
Due to/from third-party hotel managers	(9,041)		(1,676)
Due to/from Ashford Inc.	(2,880)		(1,006)
Operating lease liabilities	—		8
Other liabilities	309		3,668
Net cash provided by (used in) operating activities	21,948		15,146
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from property insurance	135		1,101
Proceeds from sale of investment in unconsolidated entity	58		—
Improvements and additions to hotel properties	(12,069)		(15,305)
Net cash provided by (used in) investing activities	(11,876)		(14,204)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on indebtedness	—		363,000
Repayments of indebtedness	—		(365,180)
Payments of loan costs and exit fees	(5)		(8,852)
Payments for derivatives	(45)		(508)
Proceeds from derivatives	20		244
Payments for dividends and distributions	(11,128)		(12,209)
Redemption of operating partnership units	—		(92)
Redemption of preferred stock	(17,005)		(26,167)
Net cash provided by (used in) financing activities	(28,163)		(49,764)
Net change in cash, cash equivalents and restricted cash	(18,091)		(48,822)
Cash, cash equivalents and restricted cash at beginning of period	166,833		185,057
Cash, cash equivalents and restricted cash at end of period	$	148,742	$	136,235
	Three Months Ended March 31,
---	---	---	---	---
	2026		2025
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	17,712	$	21,960
Income taxes paid (refunded)	(178)		(120)
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Dividends and distributions declared but not paid	$	3,907	$	8,692
Common stock purchases accrued but not paid	—		51
Capital expenditures accrued but not paid	4,516		8,825
Non-cash preferred stock dividends	677		837
Unsettled proceeds from derivatives	2		57
Non-cash common stock/unit dividends	—		502
Non-cash redemption of common units	1,391		2,251
Reclassification of redeemable preferred stock from mezzanine equity to liability	46,719		—
SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of period	$	124,354	$	135,465
Restricted cash at beginning of period	42,479		49,592
Cash, cash equivalents and restricted cash at beginning of period	$	166,833	$	185,057
Cash and cash equivalents at end of period	$	93,385	$	81,689
Restricted cash at end of period	55,357		54,546
Cash, cash equivalents and restricted cash at end of period	$	148,742	$	136,235

See Notes to Condensed Consolidated Financial Statements.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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 13 hotel properties as of March 31, 2026. 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, audio visual services, real estate advisory and brokerage services, insurance policies covering general liability, workers compensation and business automobile claims, insurance claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services and cash management services.

The accompanying condensed consolidated financial statements include the accounts of wholly-owned and majority-owned subsidiaries of Braemar OP that as of March 31, 2026, own 13 hotel properties in six states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands (“USVI”). These hotel properties represent 3,028 total rooms. As a REIT, Braemar is required to comply with limitations imposed by the Code related to operating hotels. As of March 31, 2026, 12 of our 13 hotel properties were leased by wholly-owned subsidiaries that are treated as taxable REIT subsidiaries (“TRS”) for federal income tax purposes (collectively, the TRS entities are referred to as “Braemar TRS”). 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.

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’s TRSs is eliminated in consolidation. The hotel properties are operated under management contracts with Marriott Hotel Services, LLC (“Marriott”), Hilton Management LLC (“Hilton”), Four Seasons Hotels Limited (“Four Seasons”), Hyatt Corporation (“Hyatt”), The Ritz-Carlton Hotel Company, L.L.C. and its affiliates, each of which is also an affiliate of Marriott (“Ritz-Carlton”), and Remington Hospitality, which are eligible independent contractors under the Code.

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 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 unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2026.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

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

•On November 6, 2025, we sold The Clancy. 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 November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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)

Revenue

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

	Three Months Ended March 31, 2026
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Total
California	4	$	17,307	$	6,522	$	3,424	$	27,253
Puerto Rico	1	18,697		6,026		2,973		27,696
Arizona	1	16,267		8,351		3,160		27,778
Colorado	1	13,049		5,349		3,377		21,775
Florida	2	22,716		12,238		8,766		43,720
Illinois	1	3,224		833		396		4,453
Pennsylvania	1	5,757		1,455		754		7,966
Washington, D.C.	1	9,362		5,403		1,110		15,875
USVI	1	22,422		6,165		3,880		32,467
Total	13	$	128,801	$	52,342	$	27,840	$	208,983	Three Months Ended March 31, 2025
---	---	---	---	---	---	---	---
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Total
California	4	$	17,118	$	6,510	$	3,432	$	27,060
Puerto Rico	1	20,367		5,629		3,380		29,376
Arizona	1	14,288		8,798		2,800		25,886
Colorado	1	13,824		5,219		3,360		22,403
Florida	2	20,411		11,060		8,339		39,810
Illinois	1	3,135		706		477		4,318
Pennsylvania	1	5,470		1,679		533		7,682
Washington, D.C.	1	10,805		5,278		1,224		17,307
USVI	1	16,348		5,056		2,972		24,376
Sold hotel properties	2	14,326		1,853		1,423		17,602
Total	15	$	136,092	$	51,788	$	27,940	$	215,820

Investments in Hotel Properties, net

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

	March 31, 2026		December 31, 2025
Land	$	576,362	$	576,362
Buildings and improvements	1,117,429		1,116,816
Furniture, fixtures and equipment	187,613		179,984
Construction in progress	12,177		16,420
Residences	12,746		12,746
Total cost	1,906,327		1,902,328
Accumulated depreciation	(361,588)		(344,061)
Investments in hotel properties, net	$	1,544,739	$	1,558,267

Impairment Charges

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

Hotel Dispositions

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 $41.1 million for the year ended December 31, 2025.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

On November 6, 2025, the Company sold The Clancy for $115 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 sale resulted in a gain of approximately $41.7 million for the year ended December 31, 2025.

We included the results of operations for these hotel properties through the dates of disposition in net income (loss) as shown in our condensed consolidated statements of operations for the three months ended March 31, 2025. The following table includes the condensed consolidated financial information from the disposed hotel properties (in thousands):

	Three Months Ended March 31, 2025
Total hotel revenue	$	17,602
Total hotel operating expenses	(11,664)
Property taxes, insurance and other	(1,554)
Depreciation and amortization	(3,378)
Operating income (loss)	1,006
Interest income	91
Interest expense and amortization of loan costs	(2,932)
Write-off of loan costs and exit fees	(263)
Income (loss) before income taxes	(2,098)
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership	196
Income (loss) before income taxes attributable to the Company	$	(1,902)

Indebtedness, net

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

Indebtedness	Collateral	Current Maturity	Final<br><br>Maturity (7)	Interest Rate	March 31, 2026
Term Loan (2)	Land	March 2026	March 2026	WSJ Prime Rate (1)	$	5,360	$	5,360
Convertible Senior Notes	Equity	June 2026	June 2026	4.50%	86,250		86,250
Mortgage loan	The Ritz-Carlton Lake Tahoe	July 2026	July 2026	SOFR (1) + 3.25%	43,413		43,413
Mortgage loan (3)	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 (4)	Capital Hilton	December 2026	December 2028	SOFR (1) + 3.75%	110,600		110,600
Mortgage loan (5)	Park Hyatt Beaver Creek Resort & Spa	February 2027	February 2027	SOFR (1) + 2.86%	70,500		70,500
Mortgage loan (3)	The Notary Hotel	March 2027	March 2030	SOFR (1) + 2.83%	209,902		209,902
	Sofitel Chicago Magnificent Mile
	The Ritz-Carlton Reserve Dorado Beach
Mortgage loan (6)	Four Seasons Resort Scottsdale	August 2028	August 2030	SOFR (1) + 3.00%	180,000		180,000
					1,113,025		1,113,025
Deferred loan costs, net					(6,882)		(9,291)
Premiums/(discounts), net					(114)		(284)
Indebtedness, net					$	1,106,029	$	1,103,450

__________________

(1)SOFR rates were 3.66% and 3.69% at March 31, 2026 and December 31, 2025, respectively. WSJ Prime Rate was 6.75% at March 31, 2026 and December 31, 2025.

(2)This term loan bears interest at WSJ Prime Rate, has a floor of 4.99% and had an original maturity date in March 2026. The Company executed an amendment on April 21, 2026, that extended the maturity date to March 31, 2027, and modified the terms from interest-only to principal and interest amortizing beginning in October 2026. The term loan was not in default upon maturity in March 2026.

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

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

(5)This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the third was exercised in February 2026.

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

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

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Convertible Senior Notes

For the three months ended March 31, 2026 and 2025, the Company recorded coupon interest expense of $970,000 and $970,000, respectively. For the three months ended March 31, 2026 and 2025, the Company recorded discount amortization of $170,000 and $161,000, respectively, related to the initial purchase discount, with the remaining discount balance to be amortized through June 2026.

The convertible senior notes are convertible at any time prior to the close of business on the business day immediately preceding the maturity date for cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the election of the Company. As of March 31, 2026, the conversion rate is 199.2360 shares per $1,000 principal amount of notes.

If we violate covenants in any debt agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of the consolidated group. As of March 31, 2026, we were in compliance with all covenants.

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.

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 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, at a price per Purchased Share not to exceed $10 and subject to the other limitations set forth therein. The Loan has a term of five years (the “Term”), is guaranteed by Jason Aintabi, Vandewater Capital Holdings, LLC, Blackwells Holding Co. LLC, and Blackwells Asset Management LLC and shall bear payment-in-kind interest during the Term at a rate equal to the sum of: (a) Term SOFR (as defined in the Loan Agreement) and (b) 3.00% (three hundred basis points) per annum. The Company has agreed to reimburse Blackwells Capital LLC, in an amount agreed upon by the parties, for the Blackwells Parties’ reasonable due diligence expenses incurred on or prior to the date of the Share Ownership Agreement.

As of March 31, 2026, the Company has advanced approximately $8.1 million that has been used to purchase 3.5 million shares of Braemar common stock.

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

Line Item	Interest Rate	March 31, 2026		December 31, 2025
Note receivable	SOFR + 3.00%	$	9,045	$	8,896

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

	Three Months Ended March 31,
Line Item		2026		2025
Interest income		$	149	$	152

We review receivables for expected credit losses each reporting period. Under the model, the Company estimates credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument and is required to

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

record an allowance for expected credit losses (or reversals) in each reporting period. Our assessment of expected credit losses is based on considerable management judgment and assumptions. No allowance for credit losses or related expenses were recorded for the three months ended March 31, 2026 and 2025.

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 March 31, 2026, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 3.660% to 3.493% for the remaining term of our derivatives. 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.

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
March 31, 2026
Assets
Derivative assets:
Interest rate derivatives - caps	$	—	$	341	$	—	$	341	(1)
Total	$	—	$	341	$	—	$	341		Quoted Market Prices (Level 1)	Significant Other<br>Observable Inputs <br>(Level 2)	Significant Unobservable Inputs <br>(Level 3)	Total
---	---	---	---	---	---	---	---	---	---
December 31, 2025
Assets
Derivative assets:
Interest rate derivatives - caps	$	—	$	56	$	—	$	56	(1)
Total	$	—	$	56	$	—	$	56

__________________

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

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

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 March 31,
		2026			2025
Assets
Derivative assets:
Interest rate derivatives - caps		$	248		$	(198)
Total		$	248		$	(198)
Total combined
Interest rate derivatives - caps		$	240		$	(386)
Unrealized gain (loss) on derivatives		$	240	(1)	$	(386)	(1)
Realized gain (loss) on interest rate caps		8		(1) (2)	188		(1) (2)
Net		$	248		$	(198)

________

(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.

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.

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

	March 31, 2026				December 31, 2025
	Carrying<br>Value		Estimated<br>Fair Value		Carrying<br>Value		Estimated<br>Fair Value
Financial assets measured at fair value:
Derivative assets	$	341	$	341	$	56	$	56
Financial assets not measured at fair value:
Cash and cash equivalents	$	93,385	$	93,385	$	124,354	$	124,354
Restricted cash	55,357		55,357		42,479		42,479
Accounts receivable, net	37,045		37,045		32,843		32,843
Note receivable	9,045		9,045		8,896		8,896
Due from related parties, net	367		367		—		—
Due from third-party hotel managers	28,054		28,054		17,088		17,088
Financial liabilities not measured at fair value:
Indebtedness	$	1,112,911	$	1,113,025	$	1,112,741	$	1,113,025
Accounts payable and accrued expenses	139,573		139,573		142,123		142,123
Redeemable preferred stock redemptions payable	46,719		46,719		30,864		30,864
Dividends and distributions payable	3,907		3,907		7,672		7,672
Due to Ashford Inc., net	1,924		1,924		5,148		5,148
Due to related parties, net	—		—		257		257
Due to third-party hotel managers	3,392		3,392		1,467		1,467

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.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Accounts receivable, net, due to/from related parties, net, accounts payable and accrued expenses, redeemable preferred stock redemptions payable, dividends and distributions payable, due to Ashford Inc. 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.

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. Fair value of indebtedness is determined using the loan terms, collateral value and financial data such as loan-to-value ratios, debt service coverage ratios, and interest rates for comparable loans. We estimated the fair value of the total indebtedness to be approximately 100.0% of the carrying value of $1.1 billion as of March 31, 2026, and approximately 100.0% of the carrying value of $1.1 billion as of December 31, 2025. These fair value estimates are considered a Level 2 valuation technique.

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):


	2026		2025
Net income (loss) attributable to common stockholders - basic and diluted:
Net income (loss) attributable to the Company	$	17,704	$	10,998
Less: dividends on preferred stock	(8,040)		(9,269)
Less: deemed dividends on preferred stock	(4,763)		(4,276)
Less: dividends on common stock	—		(3,353)
Less: dividends on unvested performance stock units	—		(19)
Undistributed net income (loss) allocated to common stockholders	4,901		(5,919)
Add back: dividends on common stock	—		3,353
Distributed and undistributed net income (loss) - basic	$	4,901	$	(2,566)
Interest expense on Convertible Senior Notes	1,140		—
Dividends on preferred stock - Series M (inclusive of deemed dividends)	735		—
Distributed and undistributed net income (loss) - diluted	$	6,776	$	(2,566)
Weighted average common shares outstanding:
Weighted average common shares outstanding – basic	68,432		66,744
Effect of assumed conversion of Convertible Senior Notes	17,184		—
Effect of assumed conversion of preferred stock - Series M	14,673		—
Weighted average common shares outstanding – diluted	100,289		66,744
Income (loss) per share - basic:
Net income (loss) allocated to common stockholders per share	$	0.07	$	(0.04)
Income (loss) per share - diluted:
Net income (loss) allocated to common stockholders per share	$	0.07	$	(0.04)

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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):


	2026		2025
Net income (loss) allocated to common stockholders is not adjusted for:
Income (loss) allocated to unvested performance stock units	$	—	$	19
Income (loss) attributable to redeemable noncontrolling interests in operating partnership	347		(262)
Dividends on preferred stock - Series B	1,058		1,058
Interest expense on Convertible Senior Notes	—		1,131
Dividends on preferred stock - Series E (inclusive of deemed dividends)	10,185		10,892
Dividends on preferred stock - Series M (inclusive of deemed dividends)	—		770
Total	$	11,590	$	13,608
Weighted average diluted shares are not adjusted for:
Effect of unvested performance stock units	—		43
Effect of assumed conversion of operating partnership units	4,840		6,786
Effect of assumed conversion of preferred stock - Series B	4,116		4,116
Effect of assumed conversion of Convertible Senior Notes	—		16,267
Effect of assumed conversion of preferred stock - Series E	123,303		135,669
Effect of assumed conversion of preferred stock - Series M	—		13,959
Total	132,259		176,840

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 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.

As of March 31, 2026, there were approximately 77,000 issued and outstanding LTIP and Performance LTIP units. All LTIP and Performance LTIP units had reached full economic parity with, and are convertible into, common units.

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

	March 31, 2026			December 31, 2025
Redeemable noncontrolling interests in Braemar OP (in thousands)	$	15,925		$	19,005
Adjustments to redeemable noncontrolling interests (1) (in thousands)	$	3,125		$	5,830
Ownership percentage of operating partnership	6.61		%	6.91		%

____________________________________

(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):


	2026		2025
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	$	(347)	$	262
Distributions declared to holders of common units, LTIP units and Performance LTIP units	—		344

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


	2026		2025
Units redeemed/exchanged	460		457
Fair value of common units redeemed (1)	$	1,391	$	1,381

____________________________________

(1) The redemption value is the greater of accumulated historical cost or fair value. The accumulated historical cost of the converted units for the three months ended March 31, 2026 and 2025 was $722,000 and $2.3 million, respectively.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


	2026		2025
Units redeemed	—		35
Fair value of common units redeemed	$	—	$	92

Equity

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

	Three Months Ended March 31,
		2026		2025
Common stock dividends declared		$	—	$	3,372

Stock Repurchases—On May 3, 2024, the board of directors approved a new share repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share, having an aggregate value of up to $50 million. As of March 31, 2026, the Company has not repurchased any common stock pursuant to this program.

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

The following table summarizes dividends declared (in thousands):

	Three Months Ended March 31,
		2026		2025
Series D Cumulative Preferred Stock		$	825	$	825

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.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 March 31,
		2026		2025
Series B Convertible Preferred Stock		$	1,058	$	1,058

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, 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, subject to the limitations as stated in the Articles Supplementary. 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.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 either in mezzanine equity or as a liability.

The Company evaluates the classification of redeemable preferred stock each reporting period based on the substance of holder redemption rights, redemption activity, contractual redemption limits, dividend payment conditions, liquidity, and other relevant factors. When redemption of any portion of a redeemable preferred stock series is considered mandatorily redeemable and not within the Company’s control, such portion is classified as a liability, while the remaining portion continues to be classified in mezzanine equity.

As of March 31, 2026, the Company determined that a portion of the outstanding Series E Preferred Stock met the criteria for mandatory redemption based on certain holders initiating redemption requests that exceeded the limitations set forth in the Articles Supplementary. As of March 31, 2026, the Company has received $45.7 million in investor-initiated Series E Preferred Stock redemption requests, representing approximately 1,826,794 shares, that have not been completed and are included in “redeemable preferred stock redemptions payable” in our condensed consolidated balance sheet. As of December 31, 2025, the Company had received $30.2 million in investor-initiated Series E Preferred Stock redemption requests, representing approximately 1,208,850 shares, that have not been completed and are included in “redeemable preferred stock redemptions payable” in our condensed consolidated balance sheet.

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

	March 31, 2026		December 31, 2025
Series E Preferred Stock	$	239,042	$	265,695
Cumulative adjustments to Series E Preferred Stock (1)	$	41,973	$	37,210

________

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

The following table summarizes dividends declared (in thousands):

	Three Months Ended March 31,
		2026		2025
Series E Preferred Stock		$	5,422	$	6,616

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


	2026		2025
Series E Preferred Stock shares redeemed	664		1,033
Redemption amount, net of redemption fees	$	16,601	$	25,701

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, subject to the limitations as stated in the Articles Supplementary. 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.

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.

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.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 either in mezzanine equity or as a liability.

As of March 31, 2026, the Company determined that a portion of the outstanding Series M Preferred Stock met the criteria for mandatory redemption based on certain holders initiating redemption requests that exceeded the limitations set forth in the Articles Supplementary. As of March 31, 2026, the Company has received $1.0 million in investor-initiated Series M Preferred Stock redemption requests, representing approximately 41,961 shares, that have not been completed and are included in “redeemable preferred stock redemptions payable” in our condensed consolidated balance sheet. As of December 31, 2025, the Company had received $642,000 in investor-initiated Series M Preferred Stock redemption requests, representing approximately 25,689 shares, that have not been completed and are included in “redeemable preferred stock redemptions payable” in our condensed consolidated balance sheet.

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 classified as mezzanine equity is summarized below (in thousands):

	March 31, 2026		December 31, 2025
Series M Preferred Stock	$	33,450	$	34,217
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 March 31,
		2026		2025
Series M Preferred Stock		$	735	$	770

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


	2026		2025
Series M Preferred Stock shares redeemed	16		19
Redemption amount, net of redemption fees	$	404	$	466

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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):


	2026		2025
Advisory services fee
Base advisory fee	$	3,768	$	3,576
Reimbursable expenses (1)	3,636		3,001
Equity-based compensation (2)	—		(48)
Incentive fee	—		82
Total	$	7,404	$	6,611

________

(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 March 10, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “March 2025 Limited Waiver”). Pursuant to the March 2025 Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waived 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 year 2025, cash incentive compensation to employees and other representatives of the Advisor.

On March 13, 2026, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “March 2026 Limited Waiver”). Pursuant to the March 2026 Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waived 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 year 2026, 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

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

liability and auto liability policies to cover Ashford Trust, Braemar, their hotel managers, as needed, and Ashford Inc. The total cost estimates covered by such policies are based on the collective pool of risk exposures from each party. 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 losses. Each year Ashford Inc. collects funds from Ashford Trust, Braemar 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 a Letter 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 (the “Company Sale Fee”). 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 sheets.

On December 22, 2025, Braemar entered into an amendment to the Letter Agreement. The Amendment was entered into in order to eliminate unintended ambiguity regarding the circumstances under which the termination fees become due and payable to Ashford Inc. and the timing of payment in order to more fully reflect the parties’ original intent under the Letter Agreement and ensure consistency across potential transaction structures in how the proceeds from a Company Sale Transaction (as defined in the Letter Agreement) are applied. Specifically, the Amendment revises the definition of “Company Sale Transaction” to clarify that it is a Company Change of Control (as defined in the advisory agreement). Pursuant to the Amendment, Braemar and Ashford Inc. further agreed that the Company Sale Fee (as defined in the Letter Agreement) will be paid directly to Ashford Inc. from Net Sale Proceeds (as defined in the Amendment) of a Company Sale Transaction (as defined in the Amendment), after payment of any Master Agreement Termination Fee (as defined in the Amendment), but before any other payments, dividends or distributions are made. In the event that Braemar’s assets are sold in more than one Company Sale Transaction and the Net Sale Proceeds from a particular Company Sale Transaction is insufficient to pay the Company Sale Fee and accrued fees in full, the Amendment provides that the Net Sale Proceeds from subsequent sales or dispositions of assets will be applied towards the payment of the Company Sale Fee until the Company Sale Fee is paid in full.

The Amendment further provides that upon the complete satisfaction and discharge of the Company Sale Fee, and the Master Agreement Termination Fee (if applicable), each of the Company and Ashford Inc. may terminate the advisory agreement upon providing 60 days’ prior written notice to the other. The Amendment further provides that in the case of a sale or disposition of assets representing 50% or more of the Gross Asset Value (as defined in the advisory agreement and calculated as of January 1, 2025) of all of Braemar’s assets, the buyer must pay directly to Ashford Inc. the cash proceeds from such sale or disposition transaction necessary to satisfy the Master Agreement Termination Fee, and the related master agreements will terminate upon closing of such transaction. If proceeds are insufficient to pay the Master Agreement Termination Fee, proceeds from subsequent sales will be applied until the fee is paid in full. Additionally, upon the approval of a plan of liquidation by Braemar’s stockholders, the master agreements will terminate, subject to payment of the Master Agreement Termination Fee.

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 months ended March 31, 2026 and 2025, we incurred fees from Lismore or its subsidiaries of $0 and $1.7 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 March 31, 2026, Braemar has funded approximately $13.7 million.

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

	Three Months Ended March 31,
Line Item		2026		2025
Corporate general and administrative		$	437	$	—

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

Investment in OpenKey

The Company previously held an investment in OpenKey, Inc. (“OpenKey”), a subsidiary of Ashford Inc., with a carrying value of $0 as of December 31, 2025. During the fourth quarter of 2025, Ashford Inc., Ashford Trust and Braemar entered into a purchase and sale agreement to sell OpenKey. The transaction closed in January 2026.

The Company also previously had a loan funding agreement with Ashford Inc. and OpenKey. During the fourth quarter of 2025, we determined that the full amount of the note receivable was not collectible and the note receivable was impaired. As of March 31, 2026 and December 31, 2025, the carrying amount of the note receivable was $0 and $89,000, respectively included in “investment in unconsolidated entity” on our condensed consolidated balance sheets. During the three months ended March 31, 2026, the Company received proceeds of approximately $58,000 related to the note receivable with OpenKey and wrote off the remaining $31,000 balance.

Commitments and Contingencies

Restricted Cash—Under certain management and debt agreements for our hotel properties existing at March 31, 2026, escrow payments are required for insurance, real estate taxes and debt service. 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 that expires on December 31, 2050. Under the terms of the agreement, we will pay monthly franchise fees of: (i) 3% of gross rooms revenue through April 30, 2026; (ii) 4% of gross rooms revenue from May 1, 2026 through December 31, 2026; and (iii) 5% of the gross rooms revenue for the remainder of the term. We will also pay monthly program fees of: (i) 2% of gross rooms revenue through April 30, 2026; (ii) 3% of gross rooms revenue from May 1, 2026 through August 3, 2026; and (iii) 4% of gross rooms revenue for the remainder of the term.

Under the 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 March 31,
Line Item		2026		2025
Other hotel expenses		$	185	$	70

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Management Fees—Under hotel management agreements for our hotel properties existing at March 31, 2026, we pay a monthly hotel management fee equal to the greater of approximately $18,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases, approximately 2.3% to 4.0% of gross revenues, as well as annual incentive management fees, if applicable. 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 2021 through 2025 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 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 March 31, 2026, the settlement liability amount has been accrued.

On June 8, 2022, a lawsuit was filed against various Hilton entities on behalf of a class of all hourly employees at all Hilton-branded managed properties in California, including Hilton La Jolla Torrey Pines. 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 March 31, 2026. The Court granted a motion for preliminary approval of the settlement on October 27, 2025, and a hearing on the motion for final approval was set for April 20, 2026, and the ruling is pending.

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. The Court approved the settlement of all matters on January 16, 2026. The aggregate settlement is $2.5 million. Braemar’s portion of the settlement is approximately $679,000. As of March 31, 2026, the settlement liability amount has been accrued.

On February 6, 2024, we received a Request for Information Under Section 114 of the Clean Air Act dated January 11, 2024, from the Environmental Protection Agency (EPA), Region 2, relating to The Ritz-Carlton St. Thomas. We complied with the Request for Information and provided the requested information on March 12, 2024. Then, on April 16, 2025, we received a subsequent communication from the EPA alleging certain failures to comply with various record keeping and reporting requirements. The EPA also indicated that they had concerns regarding the operation of the hotel’s generators and the lack of certain certifications that should be held by hotel employees. We met with the EPA in May 2025 to discuss and respond to the allegations in the EPA’s April 16, 2025 communication. Since this meeting, we have been working with the hotel management team to ensure full compliance with all applicable regulatory requirements at the hotel, including ensuring all appropriate hotel employees have all applicable certifications, engaging third-party environmental consultants, working with outside counsel,

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

preparing standard operating procedures for the hotel, and reviewing options relating to the operation of the hotel’s generators. As of the date of this Quarterly Report on Form 10-Q, conversations with the EPA are ongoing.

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.

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.

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 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 March 31, 2026 and 2025, 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 2025 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 March 31,
		2026		2025
REVENUE
Rooms		$	128,801	$	136,092
Food and beverage		52,342		51,788
Other hotel revenue		27,840		27,940
Total hotel revenue		$	208,983	$	215,820
EXPENSES
Hotel expenses:
Rooms		$	24,878	$	28,219
Food and beverage		38,910		40,210
Direct expenses		10,010		9,459
Indirect expenses:
Property, general and administration		14,535		15,398
Sales and marketing		12,426		13,173
Information and telecommunications systems		2,007		2,075
Repairs and maintenance		6,867		7,772
Energy		6,429		5,859
Lease expense		543		554
Ownership expenses		1,076		982
Incentive management fee		5,142		4,229
Management fees		6,074		6,737
Property taxes		1,175		5,951
Other taxes		79		468
Insurance		3,369		3,993
Total expenses		133,520		145,079
Hotel adjusted EBITDA		$	75,463	$	70,741
	Three Months Ended March 31,
		2026		2025
Hotel adjusted EBITDA		$	75,463	$	70,741
Ownership expenses included in other hotel expenses		(843)		(875)
Ownership expenses included in property taxes, insurance and other		(29)		(53)
Management fees		(120)		(173)
Depreciation and amortization		(22,579)		(23,395)
Advisory services fee		(7,404)		(6,611)
Corporate general and administrative		(4,867)		(2,894)
Gain (loss) on disposition of assets and hotel properties		3		—
Equity in earnings (loss) of unconsolidated entities		(31)		—
Interest income		810		1,888
Interest expense and amortization of discounts and loan costs		(21,195)		(24,827)
Write-off of loan costs and exit fees		(5)		(1,464)
Realized and unrealized gain (loss) on derivatives		248		(198)
Income tax (expense) benefit		(1,417)		(1,467)
Net income (loss)		$	18,034	$	10,672

Subsequent Event

On April 27, 2026, the Company entered into a definitive agreement to sell the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado for a purchase price of $176 million. The agreement included a nonrefundable deposit of $6.5 million which was paid on April 28, 2026.

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, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026 (the “2025 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, Israel-Palestine-Iran conflict, ongoing instability in Venezuela 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), 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 2025 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 $200 for the year ended December 31, 2025. 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 March 31, 2026, we owned interests in 13 hotel properties in six states, the District of Columbia, Puerto Rico and St. Thomas, U.S. Virgin Islands with 3,028 total rooms. The hotel properties in our current portfolio are predominantly located in U.S. urban markets and resort locations with favorable growth characteristics resulting from multiple demand generators.

We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”) through an advisory agreement. Ashford LLC is a subsidiary of Ashford Inc. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.

We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. As of March 31, 2026, Remington Hospitality, a subsidiary of Ashford Inc., managed five of our 13 hotel properties. Third-party management companies managed the remaining hotel properties.

Mr. Monty J. Bennett, chairman of our board of directors and chairman and chief executive officer of Ashford Inc. and his father, Mr. Archie Bennett, Jr. (together, the “Bennetts”), as of March 31, 2026, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 52.5% 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 4,656,337 shares of Ashford Inc. common stock, which if converted as of March 31, 2026, would have increased the Bennetts’ ownership interest in Ashford Inc. to 88.2%. 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 March 31, 2026, those rights represented approximately 534,000 common shares.

As of March 31, 2026, Mr. Monty J. Bennett and Mr. Archie Bennett, Jr., together owned approximately 2,472,808 shares of our common stock (including common units, LTIP and performance LTIP units), which represented an approximate 3.4% ownership in the Company.

Recent Developments

On February 20, 2026, our board of directors, in consultation with counsel, in compliance with Article II, Section 12 of the Company’s bylaws, voted unanimously (with Mr. Ghassemieh recused) to determine that Mr. Ghassemieh was in breach of the cooperation agreement entered into on August 25, 2025 between the Company, Ashford Trust, Ashford Inc. and Mr. Ghassemieh (the “Ghassemieh Agreement”). Accordingly, pursuant to Section 4(a)(ii) of the Ghassemieh Agreement, Mr. Ghassemieh’s irrevocable resignation letter executed by Mr. Ghassemieh in connection with the Ghassemieh Agreement became effective on February 20, 2026.

On March 5, 2026, Ashford Inc. and Ashford LLC agreed with Deric Eubanks, the Chief Financial Officer of Ashford Inc., and Ashford LLC that, effective March 31, 2026 (the “Termination Date”), Mr. Eubanks would terminate employment with and service to Ashford Inc., Ashford LLC and their affiliates. Mr. Eubanks was also the Chief Financial Officer of the Company and Ashford Trust and accordingly his service as Chief Financial Officer of each of the Company and Ashford Trust ended effective as of the Termination Date. Effective on the Termination Date, Justin Coe, the Company’s current Chief Accounting Officer and principal accounting officer, assumed the role of principal financial officer of the Company.

On March 31, 2026, the Advisor delivered written notice to the Company of the Advisor’s election to extend the term of our advisory agreement (the “Extension Notice”). Pursuant to Section 12.2 of our advisory agreement, the Advisor exercised its right to extend the agreement for an additional ten-year term, commencing on January 24, 2027 and expiring on January 24, 2037. All terms, conditions, rights and obligations under our advisory agreement will remain in full force and effect during the extended term, subject to Section 6.6 of our advisory agreement that provides the parties to our advisory agreement the right to renegotiate the amount of the Base Fee or Incentive Fee (as such terms are defined in our advisory agreement) payable by the Company.

On April 23, 2026, the Company announced that its board of directors declared and set aside the April 2026 portion of the second quarter 2026 dividends for its Series B Convertible Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series M Preferred Stock.

On April 27, 2026, the Company entered into an Agreement of Purchase and Sale (the “Agreement”) for the sale of Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado for $176 million in cash, subject to customary pro-rations and adjustments. The agreement included a $6.5 million nonrefundable deposit. The sale is scheduled to close in the second quarter of 2026, subject to customary closing conditions.

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 March 31, 2026 Compared to Three Months Ended March 31, 2025

The following table summarizes changes in key line items from our condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 (in thousands except percentages):

	Three Months Ended March 31,				Favorable (Unfavorable)
	2026		2025		Change	% Change
Revenue
Rooms	$	128,801	$	136,092		(5.4)	%
Food and beverage	52,342		51,788		554	1.1
Other	27,840		27,940		(100)	(0.4)
Total hotel revenue	208,983		215,820		(6,837)	(3.2)
Expenses
Hotel operating expenses:
Rooms	24,878		28,219		3,341	11.8
Food and beverage	38,910		40,210		1,300	3.2
Other expenses	59,878		60,376		498	0.8
Management fees	6,194		6,910		716	10.4
Total hotel operating expenses	129,860		135,715		5,855	4.3
Property taxes, insurance and other	4,652		10,465		5,813	55.5
Depreciation and amortization	22,579		23,395		816	3.5
Advisory services fee	7,404		6,611		(793)	(12.0)
Corporate general and administrative	4,867		2,894		(1,973)	(68.2)
Total expenses	169,362		179,080		9,718	5.4
Gain (loss) on disposition of assets and hotel properties	3		—		3
Operating income (loss)	39,624		36,740		2,884	7.8
Equity in earnings (loss) of unconsolidated entity	(31)		—		(31)
Interest income	810		1,888		(1,078)	(57.1)
Interest expense and amortization of discounts and loan costs	(21,195)		(24,827)		3,632	14.6
Write-off of loan costs and exit fees	(5)		(1,464)		1,459	99.7
Realized and unrealized gain (loss) on derivatives	248		(198)		446	225.3
Income (loss) before income taxes	19,451		12,139		7,312	60.2
Income tax (expense) benefit	(1,417)		(1,467)		50	3.4
Net income (loss)	18,034		10,672		7,362	69.0
(Income) loss attributable to noncontrolling interest in consolidated entities	17		64		(47)	(73.4)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	(347)		262		(609)	(232.4)
Net income (loss) attributable to the Company	$	17,704	$	10,998		61.0	%

All values are in US Dollars.

All hotel properties owned for the three months ended March 31, 2026 and 2025 have been included in our results of operations during the respective periods in which they were owned. Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the three months ended March 31, 2026 and 2025. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following dispositions affect reporting comparability related to our condensed consolidated financial statements:

Hotel Property	Location	Type	Date
Marriott Seattle Waterfront	Seattle, Washington	Disposition	August 7, 2025
The Clancy	San Francisco, California	Disposition	November 6, 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 March 31, 2026 and 2025:

	Three Months Ended March 31,
	2026			2025
Occupancy	64.50		%	64.58		%
ADR (average daily rate)	$	727.20		$	611.38
RevPAR (revenue per available room)	$	469.07		$	394.81
Rooms revenue (in thousands)	$	128,801		$	136,092
Total hotel revenue (in thousands)	$	208,983		$	215,820

The following table illustrates the key performance indicators of the 13 comparable hotel properties that were owned for the full three months ended March 31, 2026 and 2025:

	Three Months Ended March 31,
	2026			2025
Occupancy	64.50		%	64.50		%
ADR (average daily rate)	$	727.20		$	687.46
RevPAR (revenue per available room)	$	469.07		$	443.45
Rooms revenue (in thousands)	$	128,801		$	121,766
Total hotel revenue (in thousands)	$	208,983		$	198,218

Net Income (Loss) Attributable to the Company. Net income attributable to the Company increased $6.7 million from $11.0 million for the three months ended March 31, 2025 (the “2025 quarter”) to $17.7 million for the three months ended March 31, 2026 (the “2026 quarter”), as a result of the factors discussed below.

Rooms Revenue. Rooms revenue decreased $7.3 million to $128.8 million during the 2026 quarter compared to the 2025 quarter primarily due to the sales of Marriott Seattle Waterfront in August 2025 and The Clancy in November 2025. During the 2026 quarter, our 13 comparable hotel properties experienced a 5.8% increase in room rates while occupancy was flat compared to the 2025 quarter.

Fluctuations in rooms revenue between the 2026 quarter and the 2025 quarter are a result of the changes in occupancy and ADR between the 2026 quarter and the 2025 quarter 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		$	(1,443)		(97)		(12.2)	%
The Notary Hotel		287			143		2.7	%
Sofitel Chicago Magnificent Mile		89			(60)		4.2	%
Pier House Resort & Spa		804			808		0.1	%
The Ritz-Carlton St. Thomas		2,349			426		8.3	%
Park Hyatt Beaver Creek Resort & Spa		(775)			(385)		(0.8)	%
Hotel Yountville (1)		(53)			29		(4.4)	%
The Ritz-Carlton Sarasota		1,501			239		8.6	%
Bardessono Hotel and Spa		457			65		18.4	%
The Ritz-Carlton Lake Tahoe		(79)			48		(1.5)	%
Cameo Beverly Hills		(137)			(1,475)		24.2	%
The Ritz-Carlton Reserve Dorado Beach		2,055			7		10.0	%
Four Seasons Resort Scottsdale		1,980			89		12.4	%
Total		$	7,035		—		5.8	%
Non-comparable
Marriott Seattle Waterfront		$	(4,581)		n/a		n/a
The Clancy		$	(9,745)		n/a		n/a

________

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

Food and Beverage Revenue. Food and beverage revenue increased $554,000, or 1.1%, to $52.3 million during the 2026 quarter compared to the 2025 quarter. We experienced an aggregate increase in food and beverage revenue of approximately

$3.3 million at ten comparable hotel properties. This increase was partially offset by an aggregate decrease of $885,000 at The Notary Hotel, The Ritz-Carlton Lake Tahoe and Four Seasons Resort Scottsdale and a decrease of $1.9 million due to the sales of The Clancy and Marriott Seattle Waterfront.

Other Hotel Revenue. Other hotel revenue, which consists mainly of condominium management fees, health center fees, resort fees, golf, telecommunications, parking and rentals, decreased $100,000, or 0.4%, to $27.8 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to an aggregate decrease of approximately $587,000 at the Capital Hilton, Sofitel Chicago Magnificent Mile and Cameo Beverly Hills as well as a decrease of $1.4 million due to the sales of The Clancy and Marriott Seattle Waterfront. These decreases were partially offset by higher other hotel revenue of $1.9 million at ten comparable hotel properties.

Rooms Expense. Rooms expense decreased $3.3 million, or 11.8%, to $24.9 million in the 2026 quarter compared to the 2025 quarter. This decrease is attributable to an aggregate decrease in rooms expense of $462,000 at Capital Hilton, Pier House Resort & Spa, Park Hyatt Beaver Creek Resort & Spa and The Ritz-Carlton Lake Tahoe and a decrease of $4.0 million due to the sales of The Clancy and Marriott Seattle Waterfront. These decreases were partially offset by an aggregate increase of $1.1 million at nine comparable hotel properties.

Food and Beverage Expense. Food and beverage expense decreased $1.3 million, or 3.2%, to $38.9 million during the 2026 quarter compared to the 2025 quarter. This decrease is attributable to lower aggregate food and beverage expense of approximately $533,000 at the Pier House Resort & Spa, Bardessono Hotel and Spa and The Ritz-Carlton Lake Tahoe and a decrease of $2.2 million due to the sales of The Clancy and Marriott Seattle Waterfront. These decreases were partially offset by an aggregate increase of approximately $1.5 million at ten comparable hotel properties.

Other Operating Expenses. Other operating expenses decreased $498,000, or 0.8%, to $59.9 million in the 2026 quarter compared to the 2025 quarter. Other operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.

We experienced an increase of $552,000 in direct expenses and a decrease of $1.1 million in indirect expenses and incentive management fees in the 2026 quarter compared to the 2025 quarter. Direct expenses were 4.8% of total hotel revenue in the 2026 quarter and 4.4% in the 2025 quarter.

The increase in direct expenses is associated with higher direct expenses of $684,000 at our 13 comparable hotel properties partially offset by a decrease of $132,000 due to the sales of The Clancy and Marriott Seattle Waterfront.

The decrease in indirect expenses is comprised of decreases in: (i) general and administrative costs of $786,000 comprising a decrease of $2.0 million from the two disposed hotel properties partially offset by an aggregate increase of $1.2 million at our 13 comparable hotel properties; (ii) marketing costs of $748,000 comprising an aggregate decrease of $1.2 million from the two disposed hotel properties partially offset by an increase of $497,000 at our 13 comparable hotel properties; and (iii) repairs and maintenance of $986,000 comprising an aggregate decrease of $117,000 at our 13 comparable hotel properties and a decrease of $869,000 from the two disposed hotel properties. These decreases were partially offset by increases in: (i) incentive management fees of $913,000 at our 13 comparable hotel properties; and (ii) energy costs of $570,000 comprising an aggregate increase of $984,000 at our 13 comparable hotel properties partially offset by a decrease of $414,000 from the two disposed hotel properties.

Management Fees. Base management fees decreased $716,000, or 10.4%, to $6.2 million in the 2026 quarter compared to the 2025 quarter. Management fees decreased $754,000 due to the sales of The Clancy and Marriott Seattle Waterfront, and decreases of $233,000 at The Ritz-Carlton Sarasota, Cameo Beverly Hills, Capital Hilton and Park Hyatt Beaver Creek Resort & Spa. These decreases were partially offset by an aggregate increase of $271,000 at nine comparable hotel properties.

Property Taxes, Insurance and Other. Property taxes, insurance and other decreased $5.8 million, or 55.5%, to $4.7 million in the 2026 quarter compared to the 2025 quarter. This decrease is primarily attributable to a decrease of $1.6 million due to the sales of The Clancy and Marriott Seattle Waterfront and an aggregate decrease of $4.2 million at our 13 comparable hotel properties, primarily attributable to a favorable property tax assessment at the Sofitel Chicago Magnificent Mile.

Depreciation and Amortization. Depreciation and amortization decreased $816,000, or 3.5%, to $22.6 million for the 2026 quarter compared to the 2025 quarter. This decrease is due to lower depreciation of $3.4 million from the sales of The Clancy and Marriott Seattle Waterfront and an aggregate decrease of $324,000 at Capital Hilton, Sofitel Chicago Magnificent Mile and Pier House Resort & Spa. These decreases were partially offset by an aggregate increase of $2.9 million at ten comparable hotel properties.

Advisory Services Fee. Advisory services fee increased $793,000, or 12.0%, to $7.4 million in the 2026 quarter compared to the 2025 quarter due to higher reimbursable expenses of $635,000, higher base advisory fee of $192,000 and higher equity-based compensation of $48,000, partially offset by a lower incentive fee of $82,000.

In the 2026 quarter, we recorded an advisory services fee of $7.4 million, which included a base advisory fee of $3.8 million and reimbursable expenses of $3.6 million.

In the 2025 quarter, we recorded an advisory services fee of $6.6 million, which included a base advisory fee of $3.6 million, reimbursable expenses of $3.0 million, an incentive fee of $82,000 and a credit to expense of $48,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.

Corporate General and Administrative. Corporate general and administrative expense was $4.9 million in the 2026 quarter and consisted of $3.5 million in professional fees, $709,000 of public company costs, $437,000 related to Ashford Securities and $270,000 in miscellaneous expenses.

Corporate general and administrative expense was $2.9 million in the 2025 quarter and consisted of $1.5 million in professional fees, $673,000 of public company costs and $717,000 in miscellaneous expenses.

Equity in Earnings (Loss) of Unconsolidated Entity. There was a $31,000 loss in equity in earnings (loss) of unconsolidated entity in the 2026 quarter as a result of writing off the remaining OpenKey note receivable balance.

Interest Income. Interest income was $810,000 and $1.9 million in the 2026 quarter and the 2025 quarter, respectively. The decrease in interest income in the 2026 quarter was primarily attributable to lower interest rates and lower excess cash balances compared to the 2025 quarter.

Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs decreased $3.6 million, or 14.6%, to $21.2 million for the 2026 quarter compared to the 2025 quarter. The decrease is primarily due to lower interest expense of $3.9 million from lower average interest rates and lower average debt balances in the 2026 quarter partially offset by higher amortization of loan costs of approximately $277,000 in the 2026 quarter compared to the 2025 quarter.

Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $5,000 in the 2026 quarter. Write-off of loan costs and exit fees was $1.5 million in the 2025 quarter related to various loan refinances and modifications.

Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain on derivatives of $248,000 for the 2026 quarter consisted of an unrealized gain on interest rate caps of $240,000 and a realized gain of $8,000 associated with payments received from counterparties on in-the-money interest rate caps.

Realized and unrealized loss on derivatives of $198,000 for the 2025 quarter consisted of an unrealized loss on interest rate caps of $386,000, partially offset by a realized gain of $188,000 associated with payments received from counterparties on in-the-money interest rate caps.

Income Tax (Expense) Benefit. Income tax expense decreased $50,000, from $1.5 million in the 2025 quarter to $1.4 million in the 2026 quarter.

(Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities. Our noncontrolling interest partners in consolidated entities were allocated a loss of $17,000 and a loss of $64,000 in the 2026 quarter and the 2025 quarter, respectively. For the 2026 quarter noncontrolling interest in consolidated entities represented a 25% ownership interest in a JV. As of March 31, 2025, 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 net income of $347,000 in the 2026 quarter and a net loss of $262,000 in the 2025 quarter. Redeemable noncontrolling interests represented ownership interests in Braemar OP of approximately 6.61% and 9.33% as of March 31, 2026 and 2025, 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 and our existing cash balances 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 two mortgage loans, as discussed below. Our loans that are in cash traps 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 March 31, 2026, the mortgage loan secured by The Ritz-Carlton Lake Tahoe and the loan secured by the Capital Hilton were in cash traps. The amount of cash in the cash traps as of March 31, 2026 was $0.

As of March 31, 2026, the Company held cash and cash equivalents of $93.4 million and restricted cash of $55.4 million, the vast majority of which is comprised of lender and manager-held reserves. As of March 31, 2026, $28.1 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 March 31, 2026, our net debt to gross assets was 46.8%.

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.

Each share of our Series E Preferred Stock and Series M Preferred Stock 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, subject to the limitations as stated in the Articles Supplementary.

As of March 31, 2026, the Company determined that a portion of the outstanding Series E Preferred Stock and Series M Preferred Stock met the criteria for mandatory redemption based on certain holders initiating redemption requests that exceeded the limitations set forth in the Articles Supplementary. As of March 31, 2026, the Company has received $45.7 million in investor-initiated Series E Preferred Stock redemption requests and $1.0 million in investor-initiated Series M Preferred Stock redemption requests that have not been completed and are included in “redeemable preferred stock redemptions payable” in our condensed consolidated balance sheet.

Based on the various limitations in place as of March 31, 2026, and not considering any future redemption requests received, we expect that all of these redemption requests will be fulfilled over the subsequent twelve months from March 31, 2026. As of April 30, 2026, the redeemable preferred stock redemptions payable was approximately $49.7 million.

Potential Strategic Transaction

As previously disclosed, our board of directors is exploring potential strategic alternatives, including a potential sale of the Company or one or more potential transactions involving the sale of individual assets. However, there can be no assurance that the strategic process will result in a transaction of any kind. The outcome of the process will depend on many factors beyond our control, including the availability of interested buyers for the Company as a whole or for individual assets, the state of the capital markets, macroeconomic and industry conditions, and the ability to negotiate mutually acceptable terms. The failure to complete a transaction, or uncertainty about whether or when a transaction may be completed, could negatively affect investor sentiment, cause volatility in our stock price, and adversely affect our business, operating results, liquidity, and financial condition. We can give no assurance that the strategic process will result in a definitive agreement or a completed transaction, whether involving the entire Company or individual assets, on terms favorable to stockholders, or at all.

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. In total, 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 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 May 5, 2026, the Company has not repurchased any common stock pursuant to the plan.

Sources and Uses of Cash

We had approximately $93.4 million and $124.4 million of cash and cash equivalents at March 31, 2026 and December 31, 2025, 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 $21.9 million and $15.1 million for the three months ended March 31, 2026 and 2025, 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 three months ended March 31, 2026, net cash flows used in investing activities were $11.9 million. The cash outflows of $12.1 million consisted of capital improvements made to various hotel properties. These cash outflows were partially offset by cash inflows of $135,000 from property insurance proceeds and $58,000 from the sale of OpenKey. Our capital improvements consisted of approximately $9.1 million of return on investment capital projects and approximately $3.0 million of renewal and replacement capital projects.

For the three months ended March 31, 2025, net cash flows used in investing activities were $14.2 million. The cash outflows were primarily attributable to $15.3 million of capital improvements made to various hotel properties, partially offset by cash inflows of $1.1 million from property insurance proceeds. Our capital improvements consisted of approximately $10.5 million of return on investment capital projects and approximately $4.8 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 three months ended March 31, 2026, net cash flows used in financing activities were $28.2 million. Cash outflows primarily consisted of $17.0 million for cash redemptions of Series E and Series M Preferred Stock and $11.1 million of dividend and distribution payments.

For the three months ended March 31, 2025, net cash flows used in financing activities were $49.8 million. Cash outflows primarily consisted of $365.2 million of repayments of indebtedness, $26.2 million for cash redemptions of Series E and Series M Preferred Stock, $12.2 million of dividend and distribution payments, $8.9 million of payments of loan costs and exit fees, $508,000 to purchase interest rate caps, and $92,000 from the redemption of operating partnership units. These cash outflows were partially offset by cash inflows of $363.0 million from borrowings on indebtedness, and $244,000 of proceeds from in-the-money interest rate caps.

Dividend Policy

Our board of directors has not declared a dividend policy for 2026 in light of the fact that there is an ongoing Company strategic review process. The board of directors will continue to review the Company’s dividend policy. 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 2025 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):


	2026		2025
Net income (loss)	$	18,034	$	10,672
Interest expense and amortization of loan costs	21,195		24,827
Depreciation and amortization	22,579		23,395
Income tax expense (benefit)	1,417		1,467
Equity in (earnings) loss of unconsolidated entity	31		—
EBITDA	63,256		60,361
(Gain) loss on disposition of assets and hotel properties	(3)		—
EBITDAre	63,253		60,361
Amortization of favorable (unfavorable) contract assets (liabilities)	107		107
Transaction and conversion costs	2,675		695
Write-off of premiums, loan costs and exit fees	5		1,464
Realized and unrealized (gain) loss on derivatives	(248)		198
Stock/unit-based compensation	—		(48)
Legal, advisory and settlement costs	504		144
Advisory services incentive fee	—		82
Severance	237		—
Adjusted EBITDAre	$	66,533	$	63,003

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):


	2026		2025
Net income (loss)	$	18,034	$	10,672
(Income) loss attributable to noncontrolling interest in consolidated entities	17		64
Net (Income) loss attributable to redeemable noncontrolling interests in operating partnership	(347)		262
Preferred dividends	(8,040)		(9,269)
Deemed dividends on preferred stock	(4,763)		(4,276)
Net income (loss) attributable to common stockholders	4,901		(2,547)
Depreciation and amortization on real estate (1)	22,579		22,676
Net income (loss) attributable to redeemable noncontrolling interests in operating partnership	347		(262)
Equity in (earnings) loss of unconsolidated entity	31		—
(Gain) loss on disposition of assets and hotel properties	(3)		—
FFO available to common stockholders and OP unitholders	27,855		19,867
Deemed dividends on preferred stock	4,763		4,276
Transaction and conversion costs	2,675		695
Write-off of premiums, loan costs and exit fees	5		1,464
Unrealized (gain) loss on derivatives	(240)		386
Stock/unit-based compensation	—		(48)
Legal, advisory and settlement costs	504		144
Interest expense accretion on refundable membership club deposits	135		151
Amortization of loan costs (1)	2,409		2,097
Advisory services incentive fee	—		82
Severance	237		—
Adjusted FFO available to common stockholders and OP unitholders	$	38,343	$	29,114

____________________

(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:


	2026		2025
Depreciation and amortization on real estate	$	—	$	(719)
Amortization of loan costs	—		(35)

The following table presents certain information related to our hotel properties as of March 31, 2026:

Hotel Property	Location	Total Rooms
Fee Simple Properties
Capital Hilton	Washington, D.C.	559
The Notary Hotel	Philadelphia, PA	499
Sofitel Chicago Magnificent Mile	Chicago, IL	415
Pier House Resort & Spa	Key West, FL	142
The Ritz-Carlton St. Thomas	St. Thomas, USVI	180
Park Hyatt Beaver Creek Resort & Spa	Beaver Creek, CO	193
Hotel Yountville	Yountville, CA	80
The Ritz-Carlton Sarasota	Sarasota, FL	276
The Ritz-Carlton Lake Tahoe (1)	Truckee, CA	170
Cameo Beverly Hills (2)	Los Angeles, CA	143
The Ritz-Carlton Reserve Dorado Beach (3)	Dorado, Puerto Rico	96
Four Seasons Resort Scottsdale	Scottsdale, AZ	210
Ground Lease Property (4)
Bardessono Hotel and Spa (5)	Yountville, CA	65
Total		3,028

________

(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.

(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 DISCLOSURES 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 March 31, 2026, our total indebtedness of approximately $1.1 billion included approximately $1.0 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 March 31, 2026, would be approximately $2.6 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 March 31, 2026, 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 Accounting 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 March 31, 2026. Based upon that evaluation, our Chief Executive Officer and Chief Accounting Officer concluded that, as of March 31, 2026, 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 Accounting 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 March 31, 2026, the settlement liability amount has been accrued.

is approximately $401,000, which was accrued as of March 31, 2026. The Court granted a motion for preliminary approval of the settlement on October 27, 2025, and a hearing on the motion for final approval was set for April 20, 2026, and the ruling is pending.

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, 2025, filed with the SEC, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. As of March 31, 2026, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.

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

Purchases of Equity Securities by the Issuer

The following table provides the information with respect to purchases and forfeitures of our common stock during each of the months in the first quarter of 2026:

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:
January 1 - January 31	—	$	—	—	$	50,000,000
February 1 - February 28	—	$	—	—	$	50,000,000
March 1 - March 31	—	$	—	—	$	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 March 31, 2026, 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 Ashford Hospitality Prime, 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 of Amendment of Ashford Hospitality Prime, 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).
3.3	Articles Supplementary of Ashford Hospitality Prime, Inc. (incorporated by reference to Exhibit 3.3 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	Limited Waiver Under Advisory Agreement, dated as of March 13, 2026, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 17, 2026 (File No. 001-35972).
10.2†	Form of 2026 Deferred Cash Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 17, 2026 (File No. 001-35972).
10.3†	Form of 2026 Deferred Cash Award Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 17, 2026 (File No. 001-35972).
10.4	Notice of Exercise of Extension of Term under Fifth Amended and Restated Advisory Agreement, as amended, dated as of March 31, 2026 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 3, 2026) (File No. 001-35972).
10.5*	Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Ashford BC LP, Ashford TRS BC LLC and Apres Owner, LLC.
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 Accounting 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 Accounting 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 March 31, 2026 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:	May 7, 2026	By:	/s/ RICHARD J. STOCKTON
			Richard J. Stockton
			President and Chief Executive Officer
Date:	May 7, 2026	By:	/s/ JUSTIN R. COE
			Justin R. Coe
			Chief Accounting Officer

Document

EXHIBIT 10.5

AGREEMENT OF PURCHASE AND SALE

by and among

APRES OWNER, LLC,

a Delaware limited liability company

(“Purchaser”)

and

ASHFORD BC LP,

a Delaware limited partnership,

and

ASHFORD TRS BC LLC,

a Delaware limited liability company

(collectively, “Seller”)

Park Hyatt Beaver Creek Resort & Spa,

136 East Thomas Place, Avon, CO 81620

TABLE OF CONTENTS

Page

1.1. Definitions 1

Article II. PURCHASE AND SALE; DEPOSIT; PAYMENT OF PURCHASE PRICE; STUDY PERIOD 9

2.1. Purchase and Sale 9

2.2. Payment of Purchase Price 10

2.3. Deposit 10

2.4. Study Period 10

Article III. SELLER’S REPRESENTATIONS AND WARRANTIES 12

3.1. Organization and Power 12

3.2. Authorization and Execution 12

3.3. Non-contravention 12

3.4. Compliance with Existing Laws 13

3.5. Management Agreement/Operating Agreements 13

3.6. Condemnation Proceedings; Roadways 13

3.7. Actions or Proceedings 13

3.8. Occupancy Agreements; Employee Housing Leases 14

3.9. Permits 14

3.10. Capital Improvements 14

3.11. ERISA 14

3.12. Seller Is Not a “Foreign Person” 15

3.13. Bankruptcy 15

3.14. Employees 15

3.15. Labor and Employment 15

3.16. Financial Statements 15

3.17. Right of First Refusal 15

3.18. Taxes 15

3.19. Terrorism 15

3.20. Intellectual Property; License Agreements 16

3.21. Condominium Declaration 16

3.22. Back Lawn Lease 16

3.23. Employee Housing Leases. 16

3.24. LIMITATION ON SELLER’S REPRESENTATIONS AND WARRANTIES 17

Article IV. PURCHASER’S REPRESENTATIONS AND WARRANTIES 20

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 21

4.6. Terrorism 21

Article V. CONDITIONS PRECEDENT 21

5.1. As to Purchaser’s Obligations 21

5.2. As to Seller’s Obligations 23

Article VI. COVENANTS OF SELLER AND PURCHASER 23

6.1. Operating Agreements/Occupancy Agreements/Leased Property Agreements 23

6.2. Warranties and Guaranties 24

6.3. No Transfers 24

6.4. Insurance 24

6.5. Operation of Property Prior to Closing 24

6.6. Employee Claims 25

6.7. Estoppels 26

6.8. Tax Status Letters 26

Article VII. CLOSING 26

7.1. Closing 26

7.2. Seller’s Deliveries 26

7.3. Purchaser’s Deliveries 28

7.4. Mutual Deliveries 28

7.5. Closing Costs 29

7.6. Revenue and Expense Allocations 29

7.7. Safe Deposit Boxes 33

7.8. Inventory of Baggage 33

7.9. Acquisition and Payment for Inventory 33

7.10. Assumption of Liabilities 33

Article VIII. GENERAL PROVISIONS 34

8.1. Fire or Other Casualty 34

8.2. Condemnation 35

8.3. Brokerage. 36

8.4. Bulk Sale 36

8.5. Confidentiality 36

8.6. Liquor Licenses 38

8.7. Management Agreement 38

Article IX. DEFAULT; TERMINATION RIGHTS 38

9.1. Default by Seller/Failure of Conditions Precedent 38

9.2. Default by Purchaser/Failure of Conditions Precedent 40

9.3. Costs and Attorneys’ Fees 40

9.4. Limitation of Liability 40

9.5. Indemnification of Purchaser 40

9.6. Indemnification of Seller 41

Article X. MISCELLANEOUS PROVISIONS 41

10.1. Completeness; Modification 41

10.2. Assignments 41

10.3. Successors and Assigns 41

10.4. Days 41

10.5. Governing Law 42

10.6. Counterparts 42

10.7. Severability 42

10.8. Costs 42

10.9. Notices 42

10.10. Escrow Agent 43

10.11. Incorporation by Reference 44

10.12. Survival 44

10.13. Further Assurances 45

10.14. No Partnership 45

10.15. Time of Essence 45

10.16. Signatory Exculpation 45

10.17. Rules of Construction 45

10.18. No Recording 45

10.19. Facsimile or Electronic Signatures 46

10.20. Seller 46

10.21. Survival 46

10.22. Special District Disclosure Statement 46

10.23. Uniform Vendor and Purchaser Risk Act 46

EXHIBIT A LAND

EXHIBIT B BACK LAWN LEASE 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

iii

EXHIBIT G FORM OF FIRPTA CERTIFICATE

EXHIBIT H FORM OF PARKING AGREEMENT ASSIGNMENT

EXHIBIT I FORM OF ASSIGNMENT AND ASSUMPTION OF MANAGEMENT AGREEMENT AND FORM OF MANAGER ESTOPPEL

EXHIBIT J FORMS OF REQUIRED ESTOPPELS

SCHEDULE 1 CLOSING COST ALLOCATIONS

SCHEDULE 2 ADDITIONAL MUST-CURE TITLE ENCUMBRANCES SCHEDULE 3 CONDOMINIUM DOCUMENTS

SCHEDULE 3.4 VIOLATIONS OF LAW

SCHEDULE 3.8 EMPLOYEE HOUSING LEASES

SCHEDULE 3.9 EXPIRED AUTHORIZATIONS

SCHEDULE 3.7 ACTIONS OR PROCEEDINGS

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of April 27, 2026 (the “Effective Date”), by and between APRES OWNER, LLC, a Delaware limited liability company (“Purchaser”), and ASHFORD BC LP, a Delaware limited partnership (“Fee Owner”), and ASHFORD TRS BC 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:

Fee Owner is the fee owner of those certain condominium units comprising the “Beaver Creek Resort”, more particularly described on Exhibit A attached hereto and made a part hereof, and the Improvements situated thereon, known as The Park Hyatt Beaver Creek Resort & Spa (the “Hotel”), situate, lying and being at 136 East Thomas Place, Avon, CO 81620. Fee Owner leases the Hotel to Operating Lessee.

Operating Lessee is the lessee of that certain parcel of real property related to the Beaver Creek Resort under that certain Back Lawn Lease (as defined below).

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:

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

“Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning ascribed to such term in Section 3.19.

“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. “Authorizations”

shall expressly exclude any liquor license or permit for the sale or service of alcoholic beverages at the Property, which such liquor licenses are held by Manager.

“Back Lawn Lease” shall mean that certain Lease, dated as of October 1, 1990, by and between The Vail Corporation, a Colorado corporation d/b/a Vail Associates, Inc., as lessor, and East West Properties, Ltd. (predecessor to Seller), as lessee, as amended by that certain First Amendment to Lease, dated as of May 1, 1993, by and between Vail Associates, Inc. and East West Properties, Ltd., as further amended by that certain Second Amendment to Lease, dated as of October 1, 1994, by and between Vail Associates, Inc. and East West Properties, Ltd., as further modified by that certain Assignment of Back Lawn Lease, dated as of January 3, 1995, by and between Crescent Real Estate Equities Limited Partnership and Crescent Real Estate Funding II, L.P., as further modified by that certain Assignment of Back Lawn Lease, dated as of October 6, 1995, as further modified by that certain Assignment of Back Lawn Lease, dated as of January 12, 2004, as further amended by that certain Third Amendment to Lease, dated as of July 8, 2004, by and between The Vail Corporation d/b/a Vail Associates, Inc. and Crescent Real Estate Funding XII, L.P., as further amended by that certain Fourth Amendment to Lease, dated as of August 1, 2006, by and between The Vail Corporation d/b/a Vail Associates, Inc. and Crescent Real Estate Funding XII, L.P., as further modified by that certain Assignment and Assumption Agreement, dated as of May 24, 2007, by and between Crescent Real Estate Funding XII, L.P. and WTCC Beaver Creek Investors V, L.L.C., as further modified by that certain Assignment and Assumption Agreement, dated as of March 31, 2017, by WTCC Beaver Creek Investors V, L.L.C. and Ashford TRS BC LLC, as amended.

“Back Lawn Lease Assignment and Assumption Agreement” shall mean that certain assignment and assumption agreement in substantially the form attached hereto as Exhibit B whereby the Operating Lessee assigns, and Purchaser assumes, all of its right, title and interest in and to the Back Lawn Lease.

“Beaver Creek License Agreements” shall mean (i) that certain Agreement Regarding License to Use Beaver Creek Trade Name and Service Mark, by and between Vail Associates, Inc., a Colorado corporation, and East West Properties, Ltd., a Colorado limited partnership, dated effective as of September 14, 1988, as amended and assigned, and (ii) that certain Cross License Agreement, by and between Vail Associates, Inc., a Colorado corporation, Hyatt Corporation, a Delaware Corporation, and East West Properties, Ltd., a Colorado limited partnership, dated effective as of March 1988, as amended and assigned.

“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.

“Broker” shall mean collectively, Robert W. Baird & Co. Incorporated and CBRE.

“Capital Expenditure Reserve Account” shall mean any capital expenditure reserve account maintained with Manager pursuant to the Management Agreement, including but not limited to the “Fund for Replacement of and Additions to Furnishings and Equipment” (as defined in the Management Agreement).

“Claim” shall have the meaning ascribed to such term in Section 9.5.

“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 May 26, 2026.

“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.

“Condominium Documents” shall have the meaning ascribed to such term in Schedule 3 hereof.

“Cut-Off Time” shall have the meaning ascribed to such term in Section 7.6.

“Data Site” shall mean the data site maintained by Purchaser regarding the Property located at https://app.box.com/folder/373169898326?tc=collab-folder-invite-treatment-b.

“Deed” shall mean a special warranty 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, plus all interest or other earnings that may accrue thereon.

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

“Employee Housing Leases” shall mean those certain Apartment Lease Contracts entered into by or on behalf of the Hotel (doing business as Park Hyatt Beaver Creek Resort and Spa), listed on Schedule 3.8 hereto.

“Environmental Laws” shall have the meaning ascribed to such term in Section 3.24.

“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 Stewart Title Guaranty Company.

“Executive Order” shall have the meaning ascribed to such term in Section 3.19.

“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.

“Hazardous Substances” or “Toxic Substances” shall have the meaning ascribed to such terms in Section 3.24.

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

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

“Hotel IP” shall have the meaning ascribed to such term in Section 3.20.

“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 meaning ascribed to such term in Section 2.3 hereof.

“Inspection Agreement” shall mean that certain Inspection Agreement dated March 27, 2026, 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, and (5) subject to a corresponding credit to Seller, all cash on hand or on deposit in any house bank at the Hotel.

“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 Avon, Colorado, 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.

“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.

“Limitation Date” shall have the meaning ascribed to such term in Section 10.12.

“Management Agreement” shall mean that certain Management Agreement, dated as of December 11, 1987, by and between East West Properties, Ltd., and Hyatt Corporation, as amended by that certain Amendment No. 1, dated as of September 22, 1988, by and between

East West Properties, Ltd., and Hyatt Corporation, as further amended by that certain Addendum and Amendment No. 2, dated as of February 15, 1990, as further amended by that certain Amendment No. 3, dated as of October 1, 1994, as consented to by Hyatt Corporation and as assigned to Crescent Real Estate Equities Limited Partnership pursuant to that certain Consent and Assumption Agreement, dated as of November 21, 1994, by and between Hyatt Corporation and Crescent Real Estate Equities Limited Partnership, as further amended by that certain Letter Agreement, dated as of December 1, 1994, by and between East West Properties, Ltd., and Hyatt Corporation, as further amended by that certain Letter Agreement, dated as of December 15, 1994, by and between East West Properties, Ltd., and Hyatt Corporation, as assigned to Crescent Real Estate Equities Limited Partnership pursuant to that certain Assignment, Assumption and Consent Regarding Hyatt Agreements, dated as of January 1, 1995, by and among East West Properties, Ltd., Crescent Real Estate Equities Limited Partnership, and Hyatt Corporation, as affected by that certain letter agreement, dated as of January 16, 1996, as consented to by Hyatt Corporation and by and between Crescent Real Estate Equities Limited Partnership and Hyatt Corporation, as assigned to RoseStar Southwest, LLC, pursuant to that certain Consent and Assumption Agreement, by and among Hyatt Corporation, Crescent Real Estate Funding II, L.P., and RoseStar Southwest, LLC, as affected by that certain Agreement, dated as of February 18, 1997, as further amended by that certain Amendment No. 4, dated as of January 7, 2002, by and between RoseStar Southwest, LLC, and Hyatt Corporation, as assigned pursuant to that certain Consent, Assignment and Assumption Agreement, dated as of February 14, 2002, as affected by that certain Letter Agreement, dated as of March 21, 2002, by and between Hyatt Corporation and Crescent Hospitality PSE, LLC, as further amended by that certain Fifth Amendment, dated as of September 20, 2006, by and among Crescent Real Estate Funding XII, L.P., Crescent Hospitality SPE, LLC, and Hyatt Corporation, letter agreement, dated as of May 24, 2007, as assigned to Ashford TRS BC LLC pursuant to that certain Assignment and Assumption of Management Agreement, dated as of March 31, 2017, by and among WTCC Beaver Creek Investors V, L.L.C., and Ashford TRS BC LLC, as affected by that certain letter, dated as of April 13, 2018, pursuant to which Hyatt Corporation notified Ashford TRS BC LLC of its exercise of its option to extend the term of the Management Agreement.

“Manager” shall mean Hyatt Corporation.

“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 or survey matters 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 Item 8, #1-3, in Schedule B, Part I 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, (vi) encumbrances created by or through Seller after the Effective Date in violation of this Agreement, and (vii) such other matters set forth on Schedule 2 hereto.

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

“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, Employee Housing Leases, Leased Property Agreements, Management Agreement, the Retail Management Agreement, the Spa Management Agreement, Park Hyatt Parking Agreement, 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.

“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 Stewart Title Guaranty 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 Stewart Title Guaranty Company for like transactions in the state where the Land is located, providing for extended coverage.

“Park Hyatt Parking Agreement” shall mean that certain Village Hall Parking Easement, dated as of September 30, 1987, and recorded on October 7, 1987 in Book 471 at Page 508, Eagle County, Colorado, as amended by the First Amendment to Village Hall Parking Easement, dated as of September 14, 1988, and recorded on October 25, 1988 in Book 493 at Page 710, as assigned by the Assignment of Village Hall Parking Easement, recorded on January 3, 1995 in Book 658 at Page 489, as further assigned by the Assignment of Village Hall Parking Easement dated October 6, 1995 and recorded on October 10, 1995 in Book 677 at Page 957, as further assigned by the Assignment of Village Hall Parking Easement dated January 12, 2004 and recorded on January 20, 2004 at reception numbers 865438 and 865439, as amended by the Second Amendment to Village Hall Parking Easement, dated as of October 17, 2014 and recorded on October 20, 2014 at reception number 201417959, as the same may be amended from time to time.

“Parking Agreement Assignment” shall have the meaning ascribed to such term in Section 7.2(l).

“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.

“PHBC Management Assignment” shall have the meaning ascribed to such term in Section 7.2(p).

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

“Property Agreements” shall have the meaning ascribed to such term in Section 3.24.“Purchase Price” shall mean One Hundred Seventy-Six Million and No/100 Dollars ($176,000,000.00) payable in the manner described in Section 2.2 hereof.

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

“Reimbursement Cap” shall have the meaning ascribed to such term in Section 9.1.

“Representatives” shall have the meaning ascribed to such term in Section 8.5.

“Required Estoppels” shall have the meaning ascribed to such term in Section 6.7.

“Retail Management Agreement” shall mean that certain Commercial Space Management Agreement, dated May 23, 2007, between Seller and East West Resorts, LLC, as amended by that certain First Amendment to Commercial Space Management Agreement, dated as of June 1, 2008, as the same may have been amended from time to time.

“Retail Manager” shall mean East West Resorts, LLC, a Delaware limited liability company, or any replacement manager for the retail space in the Property, as amended.

“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.

“Spa Management Agreement” shall mean that certain Exhale Management Agreement, dated as of December 31, 2019, by and between Seller and Exhale Enterprises, L.L.C., as the same may have been amended from time to time.

“Study Period” shall have the meaning set forth in Section 2.4 hereof. The parties acknowledge and agree that Purchaser is waiving the Study Period contingency contemporaneously with the execution of this Agreement.

“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 vehicles, 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.

“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.

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

“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 Stewart Title Guaranty Company.

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

“Transfer Premium” shall have the meaning ascribed to such term in Section 9.1.

“Unpaid Taxes” shall have the meaning set forth 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 sent by Purchaser to the Escrow Agent for the account of Seller no later than 1:00 PM, Avon, Colorado time on the Closing Date.

2.3. Deposit. No later than May 1, 2026, Purchaser shall deliver to Escrow Agent a wire transfer or cashier’s or certified check in the sum of Six Million Five Hundred Thousand and No/100 Dollars ($6,500,000.00) (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. Purchaser acknowledges that it is waiving its due diligence contingency and its right to terminate this Agreement under the Study Period contemporaneously with the execution of this Agreement, and accordingly, as of the Effective Date, the Deposit shall be non-refundable except as otherwise expressly provided herein. 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 acknowledges and agrees that it has completed its due diligence with respect to the Property pursuant to the Inspection Agreement and is waiving its due diligence contingency and its right to terminate this Agreement under this Section 2.4 (except for any Additional Objections as set forth below in Section 2.4(b)) contemporaneously with the execution of this Agreement. Notwithstanding the foregoing, for purposes of this Agreement, references to the “Study Period” shall mean the time period between the date of the Inspection Agreement and 5:00 p.m., Avon, Colorado time on April 27, 2026 (the “Study Period”) and references to the “expiration of the Study Period” shall be deemed to refer to the Effective Date. 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.

(a) Purchaser acknowledges that (A) Purchaser has received (i) a title insurance commitment issued by the Title Company covering the Real Property (the “Title Commitment”) and (ii) an updated survey of the Real Property (the “Survey”) and (B) Purchaser has not identified any matters shown on such Survey or identified in the Title Commitment that Purchaser is unwilling to accept other than the Must-Cure Title Encumbrances, and that all title matters revealed by the Title Commitment and Survey other than Must-Cure Title Encumbrances (which will be covered by a Must-Cure Encumbrance Release at Closing), shall all be deemed Permitted Title Exceptions. With respect to 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. Except as otherwise provided herein, Seller shall not, after the date of this Agreement, 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.

(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 2.4(b).

(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 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 threatened 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, Retail Management Agreement, Spa Management Agreement, Park Hyatt Parking 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 Data Site true, correct and complete copies of the Management Agreement, Retail Management Agreement, Spa Management Agreement, Park Hyatt Parking Agreement, Operating Agreements and Leased Property Agreements, and all amendments and modifications thereto. To Seller’s knowledge, the Management Agreement, Retail Management Agreement, Spa Management Agreement, Park Hyatt Parking 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, Retail Management Agreement, Spa Management Agreement, Park Hyatt Parking 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, Retail

Management Agreement, Spa Management Agreement, Park Hyatt Parking Agreement, Operating Agreements or Leased Property Agreements. To Seller’s knowledge, all fees and charges due and payable by Seller under the Management Agreement, Retail Management Agreement, Spa Management Agreement, Park Hyatt Parking 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”), except as set forth on Schedule 3.7 hereto.

3.8. Occupancy Agreements; Employee Housing Leases.

(a) There are no leases, concessions or occupancy agreements in effect with respect to the Real Property, except those Occupancy Agreements and Employee Housing Leases 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 Employee Housing Leases, and all amendments and modifications thereto. To Seller’s knowledge, the Occupancy Agreements and Employee Housing Leases are in full force and effect. Seller has neither given nor received any written notice of a default under any Occupancy Agreements or Employee Housing Leases 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 or the Employee Housing Leases. 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.

3.10. Capital Improvements. To Seller’s knowledge, other than 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. Neither Operating Lessee nor, to Seller’s knowledge, Manager is a party to any written employment agreements with respect to the Property. To Seller’s knowledge, there are no unions at the Hotel.

3.16. Financial Statements. The financial statements made available to Purchaser in the Data Site include true, correct and complete copies of such financial statements 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.

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.

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.

(a) 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.

(b) 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.

3.20. Intellectual Property; License Agreements. Seller does not own any service marks, copyrights, trade names, trademarks, symbols, logos, or other intellectual property rights, marks, or characteristics associated with or otherwise proprietary to the Hotel (collectively, “Hotel IP”), other than Seller's rights under the Beaver Creek License Agreements. To Seller's knowledge, the Beaver Creek License Agreements are in full force and effect, and Seller has not received any written notice of any breach or default under the Beaver Creek License Agreements which has not been cured (and to Seller's knowledge, no event has occurred, and no circumstance exists, which would, with the giving of notice or the passage of time or both, constitute a breach or default by any party under the Beaver Creek License Agreements). Seller has delivered to Purchaser true and complete copies of the Beaver Creek License Agreements and all amendments thereto.

3.21. Condominium Declaration. Seller has not received any written notice of any breach or default under the Condominium Documents which has not been cured (and to Seller’s Knowledge, no event has occurred, and no circumstance exists, which would, with the giving of notice or the passage of time or both, constitute a breach or default by any party under the Condominium Documents). The Condominium Documents are in full force and effect. Seller has delivered to Purchaser a true and complete copy of the Condominium Documents and all amendments thereto. Seller’s appointees on the board of the Hotel Building Condominium are Bobby Nandipati, Jennifer Hansson, and Nathan Schupp.

3.22. Back Lawn Lease.

(a) Seller has neither given nor received any written notice of any breach or default under the Back Lawn Lease which has not been cured (and to Seller’s Knowledge, no event has occurred, and no circumstance exists, which would, with the giving of notice or the passage of time or both, constitute a breach or default by any party under the Back Lawn Lease).

(b) The Back Lawn Lease (i) is in full force and effect and (ii) represents the entire agreement between Seller and the lessor thereunder. Seller has delivered to Purchaser a true and complete copy of the Back Lawn Lease and all amendments thereto.

3.23. Employee Housing Leases. The Employee Housing Leases have been entered into using the trade name "Park Hyatt Beaver Creek Resort and Spa" (or a similar trade name associated with the Hotel) and not in the name of any Seller entity. The parties acknowledge and agree that no formal assignment of the Employee Housing Leases to Purchaser is required, and upon Closing, Purchaser shall succeed to the rights and obligations of the tenant under the Employee Housing Leases by virtue of the transfer of ownership of the Property.

3.24. 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 3.24 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 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 3.24 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 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, 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 3.24, 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 3.24, (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 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.), 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) Federal Resource Conservation and Recovery Act § 1004 (42 U.S.C. §6901 et seq.) or (iv) 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 (but excluding solvents, cleaning fluids, and other lawful substances used in the ordinary operation and maintenance of the Property).

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.

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 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):

(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 Additional 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.

(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 6.8 (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, then this condition shall be deemed satisfied provided that Seller shall promptly provide such Tax Status Letter to Purchaser upon receipt following the Closing and pay any Unpaid Taxes disclosed therein, which obligations 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 I, subject to reasonable comments from Manager consistent with its requirements in the Management Agreement or consistent with past estoppels provided, so long as such comments do not reflect defaults, events of defaults

or any other information inconsistent with the representations and warranties made by Seller in this Agreement.

(g) Retail Management Agreement. Purchaser shall have received (i) the consent of Retail Manager to the assignment and assumption of the Retail Management Agreement between Seller and Purchaser, and (ii) an estoppel certificate from Retail Manager in the form relating to the Retail Management Agreement attached hereto as Exhibit J, subject to reasonable comments from the Retail Manager consistent with its requirements in the underlying document or consistent with past estoppels provided, so long as such comments do not reflect defaults, events of defaults or any other information inconsistent with the representations and warranties made by Seller in this Agreement.

(h) Required Estoppels. Purchaser shall have received each of the Required Estoppels (as defined below).

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 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 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. Seller agrees that Seller shall not amend, cause to be amended, or permit the amendment of the Management Agreement, Retail Management Agreement, Spa Management Agreement, Park Hyatt Parking Agreement, or the Condominium Documents without obtaining Purchaser’s prior written consent, which such consent shall be given in Purchaser’s sole and absolute discretion.

6.2. Warranties and Guaranties. 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.

(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 and deficiencies 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 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. Estoppels. 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, (ii) the Occupancy Agreements, and (iii) the Condominium Documents, the Park Hyatt Parking Agreement, the Retail Management Agreement, the Spa Management Agreement, and the Back Lawn Lease (such items in (iii), each in substantially the same forms as those attached hereto as Exhibit J, subject to reasonable comments from the counterparty thereto consistent with its requirements in the underlying document or consistent with past estoppels provided, constituting “Required Estoppels”), in each case in such form as

Purchaser provides to Seller, subject to reasonable comments from the counterparty thereto consistent with its requirements in the underlying document or consistent with past estoppels provided. In no event shall failure to obtain an estoppel under this Section 6.7 that is not a Required Estoppel be a default by Seller or a condition to Purchaser’s obligation to close hereunder.

6.8. Tax Status Letters. Seller shall reasonably cooperate with Purchaser in securing a tax status letter with respect to Retail Use and County Lodging taxes from the Colorado Department of Revenue pursuant to Section 39-21-113 of the Colorado Revised Statutes. Promptly following the Effective Date, Seller shall apply to the Colorado Department of Revenue for a tax status letter showing that all Retail Use and County Lodging taxes with respect to the Property to be paid by Seller to the State of Colorado 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.

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 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.

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.

(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.

(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 the changes required by Manager which are reasonably acceptable to Seller and Purchaser (the “Assignment and Assumption of Management Agreement”).

(l) An assignment and assumption of the Park Hyatt Parking Agreement (the “Parking Agreement Assignment”), in the form of Exhibit H attached hereto.

(m) Pursuant to the requirements of the Condominium Documents, written resignations of members of the board of directors or managers of the applicable condominium association, if any.

(n) The Back Lawn Lease Assignment and Assumption Agreement.

(o) The assignment by Seller to, and the assumption by Purchaser of, the Beaver Creek License Agreements.

(p) The assignment(s) by the Seller to, and the assumption by, Purchaser of the Retail Management Agreement and the Spa Management Agreement (“PHBC Management Assignment”).

(q) An Information with Respect to a Conveyance of a Colorado Real Property Interest (Form DR 1083).

(r) 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.

(d) The Parking Agreement Assignment.

(e) The Back Lawn Lease Assignment and Assumption Agreement.

(f) The assignment by Seller to, and the assumption by Purchaser of the Beaver Creek License Agreements.

(g) The PHBC Management Assignment.

(h) A Real Property Transfer Declaration (TD-1000).

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

(j) 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 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. For the avoidance of doubt, Purchaser shall not be responsible for, and shall have no obligation to reimburse Seller for, any costs or expenses incurred by Seller in connection with the procurement, commissioning, or updating of any third-party reports, studies, or assessments obtained by or on behalf of Seller prior to, or independent of, Purchaser's due diligence review of the Property or the Transaction, including any reports previously posted to the Data Site. Purchaser shall be solely responsible for the costs and expenses of any third-party reports, studies, or assessments independently commissioned by Purchaser in connection with its due diligence review. 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

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

(b) Real estate and personal property taxes based upon the 2025 assessed valuations and tax rates.

(c) Revenue and expenses under the Operating Agreements, Retail Management Agreement, Spa Management Agreement, Park Hyatt Parking Agreement, Condominium Documents 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, 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).

(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) Profit (as defined in the Management Agreement, without duplication of any other proration herein) and the Incentive Fee (as defined in the Management Agreement) shall be prorated based on the actual Profit generated prior to Closing being

allocated to Seller and the actual 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 or, to the extent applicable, the Employee Housing Leases. 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 in excess of Six Hundred Thousand and No/100 Dollars ($600,000.00) for face value (and Seller shall not receive any credit for any cash funds in the Capital Expenditure Reserve Account up to Six Hundred Thousand and No/100 Dollars ($600,000.00), 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 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 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 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) or 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 Certified Financial Statement (as defined in the Management Agreement) with respect to the fiscal year in which the Closing occurs); provided, however, the parties hereto acknowledge and agree that real estate and personal property taxes shall be estimated based upon the 2025

assessed valuations and tax rates, but upon receipt of the actual tax bill for the tax year in which the Closing occurs (or, if the Closing occurs in a year for which the assessed valuation has not yet been determined, upon receipt of the first tax bill reflecting the actual assessed valuation applicable to the period including the Closing Date), such proration shall be reprorated and adjusted between Seller and Purchaser, and Seller or Purchaser, as applicable, shall promptly pay to the other the amount of any overpayment or underpayment resulting from such reproration. The obligations to make the adjustment and to reprorate taxes pursuant to this provision 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, which prorations shall remain subject to further agreement and finalization per the preparation of the Final Statement (as defined below) 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 or subsequently, to the extent the Closing occurs in a year for which the assessed valuation has not yet been determined); 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, incorrect (whether as a result of an error in calculation or a lack of complete and accurate information) or otherwise not finally agreed by and between Seller and Purchaser 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 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 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 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. Brokerage. The parties acknowledge that Broker has been the procuring cause of this Agreement. It shall be the obligation of Seller to pay Broker its commission, when, as and if, and only if, the transaction contemplated hereby actually closes, in accordance with a separate agreement between the Broker and Seller. There is no other real estate broker involved in this transaction. Purchaser warrants and represents to Seller that Purchaser has not dealt with any other real estate broker in connection with this transaction, nor has Purchaser been introduced to the Property or to Seller by any other 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 other real estate broker in connection with this transaction, nor has Seller been introduced to Purchaser by any other 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 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 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 acknowledges that Manager holds all liquor licenses relating to the Hotel, and Seller makes no representation or warranty regarding the status, validity, or transferability of any such liquor licenses.

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 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 (the “Reimbursement Cap”), 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 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; provided, further, that in the event specific performance is not available to Purchaser because Seller has sold, transferred, or otherwise conveyed all or any portion of the Property to a third party in violation of this Agreement, then, in addition to any other remedies available to Purchaser hereunder (including Purchaser's right to the return of the Deposit and reimbursement of its out-of-pocket costs and expenses as provided above but not subject to the Reimbursement Cap), Purchaser shall be entitled to recover from Seller, as damages, an amount equal to fifty percent (50%) of the excess, if any, of (a) the total consideration received by Seller (or any Affiliate of Seller) in connection with such third-party sale, transfer, or conveyance, over (b) the Purchase Price (as the same may have been adjusted in accordance with this Agreement) (such excess, the “Transfer Premium”). For the avoidance of doubt, the Transfer Premium shall be in addition to, and not in lieu of, any other damages to which Purchaser may be entitled under this Section 9.1, and the limitation on consequential, punitive, exemplary, and speculative damages set forth in Section 9.4 hereof shall not apply to Purchaser's recovery of the Transfer Premium. Seller shall provide Purchaser with reasonable documentation of the consideration received in connection with any such third-party sale within five (5) business days following Purchaser's written request therefor. 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.

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

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 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, 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 BC 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

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

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 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 until December 31, 2026 (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) 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 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 Avon, Colorado.

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 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. Special District Disclosure Statement. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. PURCHASER IS ADVISED TO INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE REAL PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER OR THE COUNTY ASSESSOR.

10.23. Uniform Vendor and Purchaser Risk Act. The terms and conditions of this Section 10.23 shall supersede any and all rights and obligations of either party under the Uniform Vendor and Purchaser Risk Act, as enacted and in effect in the State of Colorado.

[SIGNATURE PAGE FOLLOWS]

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 BC LP,

a Delaware limited partnership

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

By: /s/ Richard Stockton

Name: Richard Stockton

Title: President

PURCHASER:

APRES OWNER, LLC,

a Delaware limited liability company

By: /s/ Joshua Peck

Name: Joshua Peck

Title: Vice President

Signature Page

49420932v.7

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. Joinder Party hereby covenants and agrees that, from the Closing Date until the Limitation Date, Joinder Party shall maintain a net worth (determined in accordance with generally accepted accounting principles, consistently applied) of not less than Ten Million Dollars ($10,000,000). 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 27th day of April, 2026.

BRAEMAR HOSPITALITY LIMITED PARTNERSHIP,

a Delaware limited partnership

By: Braemar OP General Partner LLC

By: /s/ Richard Stockton

Name: Richard Stockton

Title: President

Signature Page

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RECEIPT OF ESCROW AGENT

Kensington Vanguard National Title, as Escrow Agent, acknowledges receipt of the sum of $6,500,000.00 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 28th day of April, 2026.

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

Parcel One:

Hotel Unit and Condominium Units C-1, C-2, C-3, C-4, C-5, C-6, C-7, C-8, C-9, C-10, C-11, C-12, C-13, C-14, Beaver Creek Hotel A Condominium, according to the Condominium Map recorded March 8,1990 in Book 524 at Page 176 and Amended Plat and Condominium Map First Amendment, Beaver Creek Hotel A Condominium, a Re-Configuration of Units C-6, C-7, C-l 2, C-13 and Hotel Unit recorded April 12, 2005 at Reception No. 911872, and Amended Plat and Condominium Map - Second Amendment Beaver Creek Hotel A Condominium, a Resubdivision of Unit C-15 and Hotel Unit recorded July 25, 2006 at Reception No. 200620032; and as defined and described in the Condominium Declaration recorded March 8, 1990 in Book 524 at Page 175 and First Amendment to Declaration recorded April 12, 2005 at Reception No. 911873, Second Amendment recorded July 25, 2006 at Reception No 200620033, and Third Amendment to Declaration recorded December 7, 2006, at Reception No. 200633338, County of Eagle, State of Colorado.

Parcel Two:

Condominium Units M-10, M-11, M-12, M-15, M-18 and M-20, Village Hall Condominiums, according to the Condominium Map for Village Hall Condominiums recorded February 1, 1984 in Book 377 at Page 639 and as described in the Village Hall Condominium Declaration recorded February 1, 1984 in Book 377 at Page 638, as amended and supplemented from time to time, County of Eagle, State of Colorado.

and

Condominium Unit M-4 and M-21, Village Hall Condominiums, according to the Fifth Amendment to the Condominium Map for Village Hall Condominiums, recorded July 17, 1996 in Book 699 at Page 963 and as described in the Village Hall Condominium Declaration recorded February 1, 1984 in Book 377 at Page 638, as amended and supplemented from time to time, County of Eagle, State of Colorado.

and

Condominium Unit M-9, Village Hall Condominiums, according to the Condominium Map for Village Hall Condominiums recorded February 1, 1984 in Book 377 at Page 639 and amended by Condominium Map for Village Hall Condominiums, Sixth Amendment recorded June 27, 2001 at Reception No. 760704 and as described in the Village Hall Condominium Declaration

A - 1

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recorded February 1, 1984 in Book 377 at Page 638, and First Amendment recorded October 27, 1989 in Book 516 at Page 628, County of Eagle, State of Colorado.

Parcel Three:

119 Parking Spaces on the second level of a parking garage located in Lot 14, Block 1, Tract A, Second Amendment to the First Filing, Beaver Creek Subdivision according to the plat recorded September 20, 1980 in Book 307 at Page 997, and as further described in Village Hall Parking Easement recorded October 8, 1987 In Book 471 at Page 508 as modified by First Amendment recorded October 25, 1988 In Book 493 at Page 711 and as assigned by Assignment recorded January 3, 1995 in Book 658, Page 489, Assignment recorded October 10, 1995 in Book 677, Page 957; Assignment recorded January 20, 2004 at Reception No. 865438; and Assignment recorded at Reception No. 865439, and as further modified by Second Amendment to Village Hall Parking Easement recorded October 20, 2014 at Reception No. 201417959, County of Eagle, State of Colorado.

Parcel Four:

The benefits of various rights and easements as described in the Declaration For Beaver Creek Hotel A Condominium, and any and all supplements, amendments, and annexations thereto, set forth in the Instrument(s) recorded March 8, 1990 in Book 524 at Page 175; Assignment of Declarant's Rights recorded January 3, 1995 in Book 658 at Page 490 and October 10, 1995 in Book 677 at Page 958 and First Amendments Declaration recorded April 12, 2005 as Reception No. 911873, Second Amendment recorded July 25, 2006 at Reception No. 200620033 and Third Amendment recorded December 7, 2006 at Reception No. 200633338, County of Eagle, State of Colorado.

Parcel Five:

The benefits of access and various utilities as described in the Amended and Restated General Declaration for Beaver Creek, and any and all supplements, amendments, and annexations thereto, set forth in the instrument(s) recorded December 27, 1979 in Book 296 at Page 446; Supplemental Declaration of Land Use Restrictions recorded March 12, 1980 in Book 300 at Page 48; Amendment recorded September 16, 1982 in Book 346 at Page 5; and Assignment and Assumption of Declarant Status and Rights recorded November 23, 1993 in Book 625 at Page 654, County of Eagle, State of Colorado.

Parcel Six:

Encroachment rights described in the Consent to Encroachments and Agreement, which was recorded October 5, 1988 in Book 492 at Page 448 and 449, County of Eagle, State of Colorado.

A - 2

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EXHIBIT B

BACK LAWN LEASE ASSIGNMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT (Back Lawn Lease)

This Assignment and Assumption Agreement (this “Assumption Agreement”) is executed as of ____________ (the “Effective Date”) by Ashford BC LP, a Delaware limited partnership (“Assignor”), and ___________, a ___________ (“Assignee”), pursuant to, and is expressly made subject to the terms and conditions of, that certain Agreement of Purchase and Sale dated as of ________, 2026, by and between, Assignor and others, as seller, and Assignee, as buyer, with respect to the Park Hyatt Beaver Creek Resort & Spa (as amended, the “Purchase Agreement”).

Recitals:

A. Assignor and The Vail Corporation, a Colorado corporation d/b/a Vail Associates Inc. (“Vail”), are parties to that certain Lease, dated as of October 1, 1990, as amended by that certain First Amendment to Lease, dated as of May 1, 1993, by and between Vail Associates, Inc. and East West Properties, Ltd., as further amended by that certain Second Amendment to Lease, dated as of October 1, 1994, by and between Vail Associates, Inc. and East West Properties, Ltd., as further modified by that certain Assignment of Back Lawn Lease, dated as of January 3, 1995, by and between Crescent Real Estate Equities Limited Partnership and Crescent Real Estate Funding II, L.P., as further modified by that certain Assignment of Back Lawn Lease, dated as of October 6, 1995, as further modified by that certain Assignment of Back Lawn Lease, dated as of January 12, 2004, as further amended by that certain Third Amendment to Lease, dated as of July 8, 2004, by and between The Vail Corporation d/b/a Vail Associates, Inc. and Crescent Real Estate Funding XII, L.P., as further amended by that certain Fourth Amendment to Lease, dated as of August 1, 2006, by and between The Vail Corporation d/b/a Vail Associates, Inc. and Crescent Real Estate Funding XII, L.P., as further modified by that certain Assignment and Assumption Agreement, dated as of May 24, 2007, by and between Crescent Real Estate Funding XII, L.P. and WTCC Beaver Creek Investors V, L.L.C., as further modified by that certain Assignment and Assumption Agreement, dated as of March 31, 2017, by WTCC Beaver Creek Investors V, L.L.C. and Ashford TRS BC LLC, as amended (as otherwise amended or assigned, collectively, the “Back

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Lawn Lease”) with respect to the lease of the Village Hall Condominium back lawn as generally depicted on Exhibit A attached hereto.

B. Pursuant to the Purchase Agreement and in connection with the transfer of the hotel known as the Park Hyatt Beaver Creek Resort & Spa (the “Hotel”) to Assignee, Assignor desires to transfer, assign and set over unto Assignee, without recourse or warranty except as expressly provided in the Purchase Agreement, all of Assignor’s right, title and interest under the Back Lawn Lease, and Assignee desires to assume the rights and obligations of Assignor with respect to the Back Lawn Lease.

Agreement:

NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignor hereby sells, transfers, assigns and sets over unto Assignee, without recourse or warranty except as expressly provided in the Purchase Agreement, all of Assignor’s right, title and interest in, to and under the Back Lawn Lease as of 12:01 a.m. on the Effective Date.

2. Subject to the terms of the Purchase Agreement, Assignee hereby accepts all of Assignor’s right, title and interest in, to and under the Back Lawn Lease and (a) assumes and agrees to perform all of the duties, obligations and liabilities of Assignor arising and accruing under or with respect to the Back Lawn Lease from and after the Effective Date, and (b) agrees to indemnify and hold harmless Assignor from all loss, cost, liability and expense arising and accruing from and after the Effective Date out of or in connection with the Back Lawn Lease.

3. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this 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.

4. This 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.

B - 2

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IN WITNESS WHEREOF, Seller, Operating Lessee and Assignee have executed this Assignment as of ___________________, 2026.

ASSIGNOR:

ASHFORD BC LP, a Delaware limited partnership

By: Ashford BC GP LLC, its General Partner

By:

Name:

Title:

ASSIGNEE:

By:

Name:

Title:

B - 3

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EXHIBIT C

FORM OF DEED

SPECIAL WARRANTY DEED

Ashford BC LP, a Delaware limited partnership (“Grantor”) whose legal address is 14185 Dallas Parkway, suite 1200, Dallas, Texas 75254, County of Dallas and State of Texas,

for the consideration of $10.00, in hand paid, hereby sells and conveys to APRES OWNER, LLC, a Delaware limited liability company (“Grantee”), whose legal address is [________________________], County of [__________] and State of [_______________], the real property in the City of Avon, County of Eagle and State of Colorado described in Schedule A attached hereto (the “Real Property”).

also known by street address as: 136 East Thomas Place, Avon, Colorado 81620

and assessor’s schedule or parcel number: [_____________________]

together with all its appurtenances, and warrants the title against all persons claiming under Grantor except and subject to (i) taxes and assessments for the year 202_ and subsequent years, not yet due and payable; and (ii) the matters listed in Schedule B attached hereto (“Permitted Exceptions”).

[Signature page follows]

C – 1

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Signed this day of , 2026.

GRANTOR:

ASHFORD BC LP,

a Delaware limited partnership

By: Ashford BC GP LLC,

a Delaware limited liability company

its general partner

By:

Name:

Title:

STATE OF ___________________ )

) ss.

COUNTY OF ____________________ )

The foregoing instrument was acknowledged before me this _____ day of _______, 2026, by [________________], the [_________], of [_____________________________]. [Note to preparer: this is a jurat for a deed signed in Colorado. Replace with jurat applicable to the state where the deed is executed if other than Colorado. Adjust as needed to reflect name and title of signatory and entities included in signature block of Grantor.]

Witness my hand and official seal.

My commission expires:

Notary Public

Name and Address of Person Creating Newly Created Legal Description (§38-35-106.5, C.R.S.)

C – 2

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C – 3

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Schedule A

Legal Description of the Real Property

C – 4

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Schedule B

Permitted Exceptions

C – 5

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EXHIBIT D

SPECIAL WARRANTY BILL OF SALE

(i) all items of Tangible Personal Property (as defined in that certain Agreement of Purchase and Sale dated _______________, 2026 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.

[Signature pages follow]

D – 1

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IN WITNESS WHEREOF, Seller and Operating Lessee have executed this Bill of Sale effective as of ____________________, 2026.

SELLER:

ASHFORD BC LP,

a Delaware limited partnership

By: Ashford BC GP LLC,

a Delaware limited liability company

its general partner

By:

Name:

Title:

OPERATING LESSEE

ASHFORD TRS BC LLC,

a Delaware limited liability company

By:

Name:

Title:

D – 2

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EXHIBIT E

ASSIGNMENT AND ASSUMPTION AGREEMENT

(i) all Operating Agreements (as defined in that certain Agreement of Purchase and Sale dated __________________, 2026 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.

[Signature pages follow]

E – 1

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IN WITNESS WHEREOF, Seller and Assignee have executed this Assignment as of ___________________, 2026.

SELLER:

ASHFORD BC LP,

a Delaware limited partnership

By: Ashford BC GP LLC,

a Delaware limited liability company

its general partner

By:

Name:

Title:

OPERATING LESSEE

ASHFORD TRS BC LLC,

a Delaware limited liability company

By:

Name:

Title:

ASSIGNEE:

____________________________________

By:

Name:

Title:

E – 2

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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 BC LP, a Delaware limited partnership (“Fee Owner”), and ASHFORD TRS BC 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 _________________, 2026 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.

[Signature pages follow]

F – 1

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IN WITNESS WHEREOF, Seller and Assignee have executed this Assignment of Occupancy Agreements as of ___________________, 2026.

SELLER:

ASHFORD BC LP,

a Delaware limited partnership

By: Ashford BC GP LLC,

a Delaware limited liability company

its general partner

By:

Name:

Title:

OPERATING LESSEE

ASHFORD TRS BC LLC,

a Delaware limited liability company

By:

Name:

Title:

ASSIGNEE:

____________________________________

By:

Name:

Title:

F – 2

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EXHIBIT G

FORM OF FIRPTA CERTIFICATE

CERTIFICATE OF NON-FOREIGN STATUS

TO: ____________________________________________

FROM: Ashford BC LP (“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 ;

(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

(f) 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

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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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TRANSFEROR:

____________________________________

BRAEMAR HOSPITALITY LIMITED PARTNERSHIP,

a Delaware limited partnership

By: Braemar OP General Partner LLC

By:

Name:

Title:

Date of Execution:

G - 3

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EXHIBIT H

FORM OF PARKING AGREEMENT ASSIGNMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT (Park Hyatt Beaver Creek, Village Hall Parking Easement)

This Assignment and Assumption Agreement (this “Assumption Agreement”) is executed as of __________, 2026 (the “Closing Date”) by ASHFORD BC LP, a Delaware limited partnership (“Assignor”), and _______________________, a ____________________ (“Assignee”), pursuant to, and is expressly made subject to the terms and conditions of, that certain Agreement of Purchase and Sale (the “Purchase Agreement”) dated as of ______, 2026, by and between, Assignor, as seller, and Assignee, as buyer, with respect to the Park Hyatt Beaver Creek (the “Project”)

Recitals:

A. Assignor and The Vail Corporation, a Colorado corporation, are parties to that certain Village Hall Parking Easement recorded October 8, 1987 in Book 471 at Page 508 as modified by First Amendment recorded October 25, 1988 in Book 493 at Page 710 and as assigned by Assignment recorded January 3, 1995 in Book 658, Page 489, Assignment recorded October 10, 1995 in Book 677, Page 957; Assignment recorded January 20, 2004 at Reception No. 865438; and Assignment recorded January 20, 2004 at Reception 865439, and as further modified by Second Amendment to Village Hall Parking Easement recorded October 20, 2014 at Reception No. 201417959, County of Eagle, State of Colorado (as may be further amended from time to time, the “Parking Agreement”), pertaining to the Project and related facilities commonly known as the Park Hyatt Beaver Creek and more particularly described in the Parking Agreement (the “Hotel”).

B. Pursuant to the Purchase Agreement and in connection with the transfer of the Hotel to Assignee, Assignor desires to transfer, assign and set over unto Assignee, without recourse or warranty except as expressly provided in the Purchase Agreement, all of Assignor’s right, title and interest under the Parking Agreement, and Assignee desires to assume the rights and obligations of Assignor with respect to the Parking Agreement.

Agreement:

H - 1

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1. Assignor hereby sells, transfers, assigns and sets over unto Assignee, without recourse or warranty except as expressly provided in the Purchase Agreement, all of the Assignor’s right, title and interest in, to and under the Parking Agreement as of 12:01 a.m. on the Closing Date (the “Effective Date”).

2. Subject to the terms of the Purchase Agreement, Assignee hereby accepts all of Assignor’s right, title and interest in, to and under the Parking Agreement and (a) assumes and agrees to perform all of the duties, obligations and liabilities of Assignor arising and accruing under or with respect to the Parking Agreement from and after the Effective Date, and (b) agrees to indemnify and hold harmless Assignor from all loss, cost, liability and expense arising and accruing on or after the Effective Date out of or in connection with the Parking Agreement.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of ___________________, 2026.

ASHFORD BC LP,

a Delaware limited partnership

By: Ashford BC GP LLC,

a Delaware limited liability company

its general partner

By:

Name:

Title:

H - 2

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ASSIGNEE:

____________________________________

By:

Name:

Title:

H - 3

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EXHIBIT I

FORM OF ASSIGNMENT OF MANAGEMENT AGREEMENT AND MANAGER ESTOPPEL

[to be attached]

I - 1

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EXHIBIT J

FORMS OF REQUIRED ESTOPPELS

[to be attached]

J - 1

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SCHEDULE 1

CLOSING COST ALLOCATIONS

Deed Recording Fee	P
Sales Tax	P
Survey	P
Title Insurance (Basic)	S
Endorsements or Deletions to Title Policy	P
Mortgagee Policy	P
Real Estate Transfer Tax1	P
Mortgage Tax	N/A
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

1 Including Beaver Creek Real Estate Transfer Assessment

Schedule 1, Page 1

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SCHEDULE 2

ADDITIONAL TITLE ENCUMBRANCES

With respect to Kensington Vanguard National Land Title Services Title Commitment No. 5271128-S-CO-MP-LAZ issued by Stewart Title Guaranty Company, Seller shall:

1. Satisfy Schedule B, Part I, Requirement Nos. 5, 6, 7, and 10;

2. Cause Schedule B, Part II, Exception No. 47 to be omitted from the Owner’s Title Policy;

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SCHEDULE 3

CONDOMINIUM DOCUMENTS

The following condominium documents and any ancillary or related documents or agreements not listed or that may appear on the Title Commitment for the Property.

“Hotel Building Condominium Declaration” means that certain Declaration for Beaver Creek Hotel A Condominium (the “Hotel Building Condominium”) dated February 7, 1990 and recorded on March 8, 1990 with the Clerk-Recorder of Eagle County, Colorado, at Book 524, Page 175, as affected by the First Amendment to Declaration for Beaver Creek Hotel A Condominium recorded April 12, 2005 at Reception No. 911873 of the Eagle County Records, as further affected by the Second Amendment to Declaration for Beaver Creek Hotel A Condominium recorded July 25, 2006 at Reception No. 200620033, as further affected by the Third Amendment to Declaration for Beaver Creek Hotel A Condominium recorded December 7, 2006 at Reception No. 200633338, as further affected by the Fourth Amendment to Declaration for Beaver Creek Hotel A Condominium recorded December 9, 2011 at Reception No. 201122987, as further affected by the Fifth Amendment to Declaration for Beaver Creek Hotel A Condominium recorded January 2, 2025 at Reception No. 202500053, as further affected by the Sixth Amendment to Declaration for Beaver Creek Hotel A Condominium recorded May 14, 2025 at Reception No. 202506153, as amended.

“Village Hall Condominium Declaration” means that certain Condominium Declaration for Village Hall Condominiums dated January 24, 1984 and recorded February 1, 1984 with the Clerk-Recorder of Eagle County, Colorado, at Book 377, Page 638, as affected by the First Amendment to Condominium Declaration for Village Hall Condominiums recorded October 27, 1989 at Book 516, Page 628, Eagle County Records, as further affected by Second Amendment to Condominium Declaration for Village Hall Condominiums recorded September 14, 1992 at Book 589, Page 87, as further affected by Third Amendment to Condominium Declaration for Village Hall Condominiums recorded February 16, 1993 at Book 601, Page 457, as further affected by Fourth Amendment to Condominium Declaration for Village Hall Condominiums recorded June 27, 2001 at Reception No. 760705, as further affected by Fifth Amendment to Condominium Declaration for Village Hall Condominiums recorded January 23, 2002 at Reception No. 783617, as further affected by Sixth Amendment to Condominium Declaration for Village Hall Condominiums recorded November 17, 2006 at Reception No. 200631574, as further affected by Seventh Amendment to Condominium Declaration for Village Hall Condominiums recorded March 27, 2015 at Reception No. 201505289, as further affected by Eighth Amendment to Condominium Declaration for Village Hall Condominiums recorded

Schedule 3, Page 1

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September 21, 2016 at Reception No. 201615372 and re-recorded October 3, 2016 at Reception No. 201616285, as amended.

Schedule 3, Page 2

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SCHEDULE 3.4

VIOLATIONS OF LAW

1. Those certain violations described in that certain “Annual Inspection Findings” relating to the elevators at the Property.

2. Those certain deficiencies and corrective actions identified in that certain Hyatt Fire Life & Safety Survey Report conducted at the Property on April 29, 2025.

3. Those certain fire code violations identified in that certain Fire Inspection Report (Inspection No. ER-2025-0001999) issued by the Eagle River Fire Protection District following its inspection of the Property on November 17, 2025.

Schedule 3.4, Page 1

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SCHEDULE 3.7

ACTIONS OR PROCEEDINGS

1. The Vail Corporation (or its successors or assigns) has demanded that Seller, as the owner of the Hotel, contribute to costs associated with the Expansion Joint Issue. There is an ongoing disagreement regarding responsibility for such costs. Estimated potential exposure on the part of the owner of the Hotel ranges from approximately $265,000 to $1,000,000.

Schedule 3.7, Page 1

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SCHEDULE 3.8

EMPLOYEE HOUSING LEASES

1. That certain Apartment Lease Contract for Unit A-212, dated as of April 9, 2025, made by and between Avoco Investors LLC, as owner, and DBA Park Hyatt Beaver Creek Resort and Spa, as resident, for the premises located at 5471 E Beaver Creek Blvd., Avon, Colorado 81620;

2. That certain Apartment Lease Contract for Unit A-312, dated as of April 11, 2025, made by and between Avoco Investors LLC, as owner, and DBA Park Hyatt Beaver Creek Resort and Spa, as resident, for the premises located at 5471 E Beaver Creek Blvd., Avon, Colorado 81620;

3. That certain Apartment Lease Contract for Unit B-301, dated as of April 11, 2025, made by and between Avoco Investors LLC, as owner, and DBA Park Hyatt Beaver Creek Resort and Spa, as resident, for the premises located at 5471 E Beaver Creek Blvd., Avon, Colorado 81620;

4. That certain Apartment Lease Contract for Unit C-303, dated as of April 10, 2025, made by and between Avoco Investors LLC, as owner, and DBA Park Hyatt Beaver Creek Resort and Spa, as resident, for the premises located at 5471 E Beaver Creek Blvd., Avon, Colorado 81620;

5. That certain Apartment Lease Contract for Unit E-312, dated as of April 10, 2025, made by and between Avoco Investors LLC, as owner, and DBA Park Hyatt Beaver Creek Resort and Spa, as resident, for the premises located at 5471 E Beaver Creek Blvd., Avon, Colorado 81620; and

6. That certain Apartment Lease Contract for Unit F-203, dated as of April 10, 2025, made by and between Avoco Investors LLC, as owner, and DBA Park Hyatt Beaver Creek Resort and Spa, as resident, for the premises located at 5471 E Beaver Creek Blvd., Avon, Colorado 81620.

Schedule 3.8, Page 1

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Schedule 3.8, Page 2

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SCHEDULE 3.9

EXPIRED AUTHORIZATIONS

Sales Tax License (Account No. 00485070-0000) dated January 22, 2024 issued by the Colorado Department of Revenue to Hyatt Corp (located at 136 E. Thomas Place, Avon, CO 81620) expired December 31, 2025.
License to Operate: Retail Food Establishment (License #RFE3542 — Park Hyatt Beaver Creek, Ford Hall Main Kitchen) dated 2025 issued by Eagle County Public Health & Environment to Hyatt Corporation (PO Box 1595, Avon, CO 81620-1595) expired December 31, 2025.
License to Operate: Retail Food Establishment (License #RFE2693 — Park Hyatt, 8100 Mountainside Bar & Grill) dated 2025 issued by Eagle County Public Health & Environment to Hyatt Corporation (PO Box 1595, Avon, CO 81620-1595) expired December 31, 2025.
License to Operate: Retail Food Establishment (License #RFE2708 — Park Hyatt Beaver Creek, Powder 8 Kitchen & Tap) dated 2025 issued by Eagle County Public Health & Environment to Hyatt Corporation (PO Box 1595, Avon, CO 81620-1595) expired December 31, 2025.

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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: May 7, 2026

/s/ RICHARD J. STOCKTON
Richard J. Stockton
President and Chief Executive Officer

Document

EXHIBIT 31.2

CERTIFICATION

I, Justin R. Coe, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Braemar Hotels & Resorts Inc.;

(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: May 7, 2026

/s/ JUSTIN R. COE
Justin R. Coe
Chief Accounting 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 March 31, 2026, 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: May 7, 2026

/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 March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Justin R. Coe, Chief Accounting 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: May 7, 2026

/s/ JUSTIN R. COE
Justin R. Coe
Chief Accounting Officer