Braemar Hotels & Resorts Inc. 8-K

What Happened

• Braemar Hotels & Resorts Inc. filed an 8-K on March 17, 2026, disclosing that on March 13, 2026 it entered a Limited Waiver under its Advisory Agreement with Braemar Hospitality Limited Partnership (the Operating Partnership), Braemar TRS Corporation (TRS), Ashford Inc. (AINC) and Ashford Hospitality Advisors LLC (the Advisor).
• The Limited Waiver temporarily waives any provision in the Fifth Amended and Restated Advisory Agreement (dated April 23, 2018) that would otherwise limit the Company’s ability to, at the Company’s cost, grant cash incentive compensation to employees and other representatives of the Advisor during the first and second fiscal quarters of calendar year 2026.
• On March 13, 2026 the Company also adopted two Forms of 2026 Deferred Cash Award Agreements (filed as Exhibits 10.3 and 10.4); the Limited Waiver is filed as Exhibit 10.2.

Key Details

• Date of waiver and award forms: March 13, 2026 (8-K filed March 17, 2026).
• Parties: Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., Ashford Hospitality Advisors LLC.
• Scope: Waives limitations only for cash incentive awards in Q1 and Q2 of calendar year 2026; awards funded by the Company.
• Documents: Limited Waiver (Exhibit 10.2) and two Form(s) of 2026 Deferred Cash Award Agreements (Exhibits 10.3 & 10.4) are attached to the filing.

Why It Matters

• For investors, this affects near-term compensation expense: the Company may incur additional cash-based compensation costs in Q1–Q2 2026 related to advisor personnel, which could impact reported operating results or cash flow for those quarters.
• The action is a temporary, administrative waiver of the existing advisory agreement rather than a permanent amendment; the full terms and any dollar amounts of awards were not disclosed in the 8-K. Investors should review the attached exhibits (Exhibits 10.2–10.4) for details and monitor subsequent filings for amounts and accounting impact.