Braemar Hotels & Resorts Inc. 8-K

What Happened

• On December 22, 2025 Braemar Hotels & Resorts Inc. (and its operating subsidiary, Braemar OP) entered an Amendment to the August 26, 2025 letter agreement with its external advisor (Ashford Inc. and Ashford Hospitality Advisors LLC).
• The original letter agreement had set the advisor termination payment for a Company Sale Transaction at a discounted $480.0 million (down from a calculated $574.83 million), plus accrued fees, and allowed a buyer to either assume certain master agreements or cancel them for a $25.0 million payment. The Amendment clarifies when and how those fees become due and how sale proceeds are applied.

Key Details

• Amendment date: December 22, 2025.
• Company Sale Fee: $480.0 million (discounted amount previously agreed), plus accrued fees.
• Master Agreement Termination Fee: $25.0 million if buyer cancels the master project/hotel management agreements.
• Payment priority: Company Sale Fee and accrued fees will be paid directly to the advisor from Net Sale Proceeds after payment of any Master Agreement Termination Fee but before any other payments, dividends or distributions; proceeds from multiple asset sales will be applied across transactions until the fee is paid.
• The Amendment clarifies that a “Company Sale Transaction” means a Company Change of Control (per the Advisory Agreement) and provides that, once the fees are fully paid, either party may terminate the Advisory Agreement with 60 days’ notice.

Why It Matters

• The Amendment removes ambiguity about timing and priority of advisor payments in a sale or change of control, making it explicit that the advisor’s $480M fee (and any $25M master-agreement fee) is paid directly from sale proceeds before distributions to others. That affects the net cash available to shareholders or other claimants at closing of a sale or liquidation.
• For investors, this clarifies a material contractual obligation that would reduce sale proceeds on any change of control or large asset disposition. The filing does not announce a sale — it amends the payment mechanics and definitions in advance of any potential transaction.

(See Exhibit 10.3 to the 8‑K for the full text of the Amendment.)