10q10k10q10k.net

What changed in Braemar Hotels & Resorts Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Braemar Hotels & Resorts Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+539 added−557 removedSource: 10-K (2026-03-12) vs 10-K (2025-03-12)

Top changes in Braemar Hotels & Resorts Inc.'s 2025 10-K

539 paragraphs added · 557 removed · 418 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

167 edited+28 added−59 removed371 unchanged
Biggest changeThomas 12/15/2015 12/31/2065 Two 10-year options Park Hyatt Beaver Creek Resort & Spa 12/11/1987 12/31/2029 One 10-year option Hotel Yountville 11/6/2019 11/06/2029 Three 7-year options and one 4-year option The Ritz-Carlton Lake Tahoe 3/28/2006 12/31/2034 Two 10-year options Cameo Beverly Hills 8/5/2021 08/05/2031 Three 7-year options and one 4-year option The Ritz-Carlton Reserve Dorado Beach 7/30/2008 12/31/2042 Two 10-year options Four Seasons Resort Scottsdale 3/29/1996 12/31/2039 Two 20-year options Each hotel management company receives a base management fee (expressed as a percentage of gross revenues) ranging from 3.0%–5.0%, as well as an incentive management fee calculated as a percentage of hotel operating income, in certain cases after funding of certain requirements, including the capital renewal reserve, and in certain cases after we have received a priority return on our investment in the hotel (referred to as the owner’s priority), as summarized in the chart below: Hotel Management Fee (1) Incentive Fee Marketing Fee Owner’s Priority (2) Owner’s Investment (2) Capital Hilton 3% 20% of operating cash flow (after deduction for capital renewals reserve and owner’s priority) Reimbursement of hotel’s pro rata share of group services 11.5% of owner’s total investment $174,950,115 Marriott Seattle Waterfront 3% After payment of owner’s 1st priority, remaining operating profit is split between owner and manager, such that manager receives 30% of remaining operating profit that is less than the sum of $15,113,000 plus 10.75% of owner-funded capital expenses, and 50% of the operating profit in excess of such sum Reimbursement of the hotel’s pro rata share of chain services, capped at 2.2% of gross revenues per fiscal year Owner’s 1st Priority: 10.75% of owner’s investment Owner’s 2nd Priority: After payment of the owner’s 1st priority, remaining operating profit is split between owner and manager, such that owner receives 70% of remaining operating profit that is less than the sum of $15,113,000 plus 10.75% of owner-funded capital expenses, and 50% of the operating profit in excess of such sum $91,571,054 The Clancy 5% 50% of the excess of operating profit (after deduction for contributions to the FF&E reserve) over owner’s priority up to the Spread Threshold of $3,000,000, reduced to 25% for Operating Profit exceeding the Spread Threshold. 1.5% of gross room sales $12,478,067, plus 11.5% of owner funded capital expenses Not applicable The Notary Hotel 4% 20% of the excess of operating profit over owner’s priority 1.5% of gross room sales $9,053,011 Plus 10.25% of owner-funded capital expenditures after the effective date, the amount of reserve shortfalls funded by Owner after the effective date, and the amount of owner-funded capital expenditures spent for completion of the conversion of the hotel to The Notary Hotel, up to $18,000,000 Not applicable Sofitel Chicago Magnificent Mile 3% 20% of the amount by which the hotel’s annual net operating income exceeds a threshold amount (equal to 8% of our total investment in the hotel), capped at 2.5% of gross hotel revenues 2% of gross hotel revenues $13,891,288 plus 8% of all expenditures to fund capital improvements Not applicable 27 Hotel Management Fee (1) Incentive Fee Marketing Fee Owner’s Priority (2) Owner’s Investment (2) Pier House Resort & Spa Greater of $17,320 monthly or 3% The lesser of 1% of gross revenues or the amount by which actual house profit exceeds budgeted house profit Not applicable Not applicable Not applicable Bardessono Hotel and Spa Greater of $17,320 monthly or 3% The lesser of 1% of gross revenues or the amount by which actual house profit exceeds budgeted house profit Not applicable Not applicable Not applicable The Ritz-Carlton St.
Biggest changeThomas 12/15/2015 12/31/2065 Two 10-year options Park Hyatt Beaver Creek Resort & Spa 12/11/1987 12/31/2029 One 10-year option Hotel Yountville 11/6/2019 11/6/2029 Three 7-year options and one 4-year option The Ritz-Carlton Lake Tahoe 3/28/2006 12/31/2034 Two 10-year options Cameo Beverly Hills 8/5/2021 8/5/2031 Three 7-year options and one 4-year option The Ritz-Carlton Reserve Dorado Beach 7/30/2008 12/31/2042 Two 10-year options Four Seasons Resort Scottsdale 3/29/1996 12/31/2039 Two 20-year options 25 Each hotel management company receives a base management fee (expressed as a percentage of gross revenues) ranging from approximately 2.0%–4.0%, as well as an incentive management fee calculated as a percentage of hotel operating income, in certain cases after funding of certain requirements, including the capital renewal reserve, and in certain cases after we have received a priority return on our investment in the hotel (referred to as the owner’s priority), as summarized in the chart below: Hotel Management Fee (1) Incentive Fee Marketing Fee Owner’s Priority (2) Owner’s Investment (2) Capital Hilton 3% 20% of operating cash flow (after deduction for capital renewals reserve and owner’s priority) Reimbursement of hotel’s pro rata share of group services 11.5% of owner’s total investment $174,950,115 The Notary Hotel 4% 20% of the excess of operating profit over owner’s priority 1.5% of gross room sales $9,257,666 Plus 10.25% of owner-funded capital expenditures after the effective date, the amount of reserve shortfalls funded by Owner after the effective date, and the amount of owner-funded capital expenditures spent for completion of the conversion of the hotel to The Notary Hotel, up to $18,000,000 Not applicable Sofitel Chicago Magnificent Mile Greater of $17,821 monthly or 3% The lesser of 1% of gross revenues or the amount by which actual house profit exceeds budgeted house profit Not applicable Not applicable Not applicable Pier House Resort & Spa Greater of $17,821 monthly or 3% The lesser of 1% of gross revenues or the amount by which actual house profit exceeds budgeted house profit Not applicable Not applicable Not applicable Bardessono Hotel and Spa Greater of $17,821 monthly or 3% The lesser of 1% of gross revenues or the amount by which actual house profit exceeds budgeted house profit Not applicable Not applicable Not applicable The Ritz-Carlton St.
If an event of default occurs and continues beyond any applicable notice and cure periods set forth in the management agreement, the non-defaulting party generally has, among other remedies, the option of terminating the management agreement upon 15 days’ written notice to the defaulting party. Early Termination for Casualty.
Termination Upon Event of Default. If an event of default occurs and continues beyond any applicable notice and cure periods set forth in the management agreement, the non-defaulting party generally has, among other remedies, the option of terminating the management agreement upon 15 days’ written notice to the defaulting party. Early Termination for Casualty.
Archie Bennett, Jr., or their respective family partnerships or trusts, the sole members or beneficiaries of which are at all times lineal descendants of Messrs. Monty or Archie Bennett, Jr. (including stepchildren) and spouses.
Archie Bennett, Jr., or their respective family partnerships or trusts, the sole members or beneficiaries of which are at all times lineal descendants of Messrs. Monty or Archie Bennett, Jr. (including stepchildren) and spouses.
“Controlled” means (i) the possession of a majority of the capital stock (or ownership interest) and voting power of such affiliate, directly or indirectly, or (ii) the power to direct or cause the direction of the management and policies of such affiliate in the capacity of chief executive officer, president, chairman, or other similar capacity where they are actively engaged or involved in providing such direction or control and spend a substantial amount of time managing such affiliate.
“Controlled” means (i) the possession of a majority of the capital stock (or ownership interest) and voting power of such affiliate, directly or indirectly, or (ii) the power to direct or cause the direction of the management and policies of such affiliate in the capacity of chief executive officer, president, chairman, or other similar capacity where they are actively engaged or involved in providing such direction or control and spend a substantial amount of time managing such affiliate.
If any of our insured properties is destroyed or damaged, the TRS lessee is obligated, subject to the requirements of the underlying lease, to repair or replace the damaged or destroyed portion of the hotel to the same condition as existed prior to such damage or destruction.
If any of our insured properties is destroyed or damaged, the TRS lessee is obligated, subject to the requirements of the underlying lease, to repair or replace the damaged or destroyed portion of the hotel to the same condition as existed prior to such damage or destruction.
The following are excluded from the project management MEA and are not subject to any exclusivity rights or right of first refusal: • With respect to Premier, an investment opportunity where our independent directors have unanimously voted not to engage Premier as the manager or developer. • With respect to Premier, an investment opportunity where our independent directors, by a majority vote, have elected not to engage Premier as the manager or developer based on their determination, in their reasonable business judgment, that special circumstances exist such that it would be in our best interest not to engage Premier with respect to the particular hotel. • With respect to Premier, an investment opportunity where our independent directors, by a majority vote, have elected not to engage Premier as the manager or developer because they have determined, in their reasonable business judgment, that another manager or developer could perform the project management, project related services or development duties materially better than Premier for the particular hotel, based on Premier’s prior performance. • Existing hotel investments of Premier or its affiliates with any of their existing joint venture partners, investors or property owners. • Existing bona fide arm’s length third-party project management arrangements of Premier or any of its affiliates with third parties other than us and our affiliates. • Like-kind exchanges made pursuant to existing contractual obligations by any of the existing joint venture partners, investors or property owners in which Premier or its affiliates have an ownership interest, provided that Premier provides us with notice 10 days prior to such transaction. • Any hotel investment that does not satisfy our initial investment guidelines.
The following are excluded from the project management MEA and are not subject to any exclusivity rights or right of first refusal: • With respect to Premier, an investment opportunity where our independent directors have unanimously voted not to engage Premier as the manager or developer. • With respect to Premier, an investment opportunity where our independent directors, by a majority vote, have elected not to engage Premier as the manager or developer based on their determination, in their reasonable business judgment, that special circumstances exist such that it would be in our best interest not to engage Premier with respect to the particular hotel. • With respect to Premier, an investment opportunity where our independent directors, by a majority vote, have elected not to engage Premier as the manager or developer because they have determined, in their reasonable business judgment, that another manager or developer could perform the project management, project related services or development duties materially better than Premier for the particular hotel, based on Premier’s prior performance. 40 • Existing hotel investments of Premier or its affiliates with any of their existing joint venture partners, investors or property owners. • Existing bona fide arm’s length third-party project management arrangements of Premier or any of its affiliates with third parties other than us and our affiliates. • Like-kind exchanges made pursuant to existing contractual obligations by any of the existing joint venture partners, investors or property owners in which Premier or its affiliates have an ownership interest, provided that Premier provides us with notice 10 days prior to such transaction. • Any hotel investment that does not satisfy our initial investment guidelines.
The following are excluded from the hotel management MEA and are not subject to any exclusivity rights or right of first refusal: • With respect to Remington Hospitality, an investment opportunity where our independent directors have unanimously voted not to engage Remington Hospitality as the manager or developer. • With respect to Remington Hospitality, an investment opportunity where our independent directors, by a majority vote, have elected not to engage Remington Hospitality as the manager or developer based on their determination, in their reasonable business judgment, that special circumstances exist such that it would be in our best interest not to engage Remington Hospitality with respect to the particular hotel. • With respect to Remington Hospitality, an investment opportunity where our independent directors, by a majority vote, have elected not to engage Remington Hospitality as the manager or developer because they have determined, in their reasonable business judgment, that another manager or developer could perform the management, development or other duties materially better than Remington Hospitality for the particular hotel, based on Remington Hospitality’ prior performance. • Existing hotel investments of Remington Hospitality or its affiliates with any of their existing joint venture partners, investors or property owners. • Existing bona fide arm’s length third-party management arrangements (or arrangements for other services) of Remington Hospitality or any of its affiliates with third parties other than us and our affiliates. • Like-kind exchanges made pursuant to existing contractual obligations by any of the existing joint venture partners, investors or property owners in which Remington Hospitality or its affiliates have an ownership interest, provided that Remington Hospitality provides us with notice 10 days prior to such transaction.
The following are excluded from the hotel management MEA and are not subject to any exclusivity rights or right of first refusal: • With respect to Remington Hospitality, an investment opportunity where our independent directors have unanimously voted not to engage Remington Hospitality as the manager or developer. • With respect to Remington Hospitality, an investment opportunity where our independent directors, by a majority vote, have elected not to engage Remington Hospitality as the manager or developer based on their determination, in their reasonable business judgment, that special circumstances exist such that it would be in our best interest not to engage Remington Hospitality with respect to the particular hotel. • With respect to Remington Hospitality, an investment opportunity where our independent directors, by a majority vote, have elected not to engage Remington Hospitality as the manager or developer because they have determined, in their reasonable business judgment, that another manager or developer could perform the management, development or other duties materially better than Remington Hospitality for the particular hotel, based on Remington Hospitality’ prior performance. • Existing hotel investments of Remington Hospitality or its affiliates with any of their existing joint venture partners, investors or property owners. • Existing bona fide arm’s length third-party management arrangements (or arrangements for other services) of Remington Hospitality or any of its affiliates with third parties other than us and our affiliates. 38 • Like-kind exchanges made pursuant to existing contractual obligations by any of the existing joint venture partners, investors or property owners in which Remington Hospitality or its affiliates have an ownership interest, provided that Remington Hospitality provides us with notice 10 days prior to such transaction.
However, after the first year of the initial 10-year term, if a hotel is the subject of a casualty and the TRS lessee elects not to rebuild the hotel even though sufficient casualty insurance proceeds are available to do so, then the TRS lessee must pay to Remington Hospitality a termination fee equal to the product obtained by multiplying (i) 65% of the aggregate management fees (both base fees and incentive fees) estimated to be paid to Remington Hospitality with respect to the applicable hotel pursuant to the then-current annual operating budget (but in no event less than the management fees for the preceding full fiscal year) by (ii) nine. • Condemnation or Force Majeure.
However, after the first year of the initial 10-year term, if a hotel is the subject of a casualty and the TRS lessee elects not to rebuild the hotel even though sufficient casualty insurance proceeds are available to do so, then the TRS lessee must pay to Remington Hospitality a 32 termination fee equal to the product obtained by multiplying (i) 65% of the aggregate management fees (both base fees and incentive fees) estimated to be paid to Remington Hospitality with respect to the applicable hotel pursuant to the then-current annual operating budget (but in no event less than the management fees for the preceding full fiscal year) by (ii) nine. • Condemnation or Force Majeure.
In the advisory agreement, we declared 25 our initial investment guidelines to be hotel real estate assets primarily consisting of equity or ownership interests, as well as debt investments when such debt is acquired with the intent of obtaining an equity or ownership interest, in: • full-service hotels and resorts with trailing 12 month average RevPAR or anticipated 12 month average RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined with reference to the most current STR, LLC reports, generally in the 20 most populous metropolitan statistical areas, as estimated by the United States Census Bureau and delineated by the U.S.
In the advisory agreement, we declared our initial investment guidelines to be hotel real estate assets primarily consisting of equity or ownership interests, as well as debt investments when such debt is acquired with the intent of obtaining an equity or ownership interest, in: • full-service hotels and resorts with trailing 12 month average RevPAR or anticipated 12 month average RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined with reference to the most current STR, LLC reports, generally in the 20 most populous metropolitan statistical areas, as estimated by the United States Census Bureau and delineated by the U.S.
Except to the extent indemnified by Remington Hospitality as described in the preceding paragraph, the TRS lessee will indemnify Remington Hospitality against all damages not covered by insurance and that arise from: (i) the performance of Remington Hospitality’ services under the master hotel management agreement; (ii) the condition or use of our hotels; (iii) certain liabilities to which Remington Hospitality is subjected, including pursuant to the WARN Act, in connection with the termination of the master hotel management agreement; (iv) all employee cost and expenses; or (v) any claims made by an employee of Remington Hospitality against Remington Hospitality that are based on a violation or alleged violation of the employment laws.
Except to the extent indemnified by Remington Hospitality as described in the preceding paragraph, the TRS lessee will indemnify Remington Hospitality against all damages not covered by insurance and that arise from: (i) the performance of Remington Hospitality’ services under the master hotel management agreement; (ii) the condition or use of our hotels; 34 (iii) certain liabilities to which Remington Hospitality is subjected, including pursuant to the WARN Act, in connection with the termination of the master hotel management agreement; (iv) all employee cost and expenses; or (v) any claims made by an employee of Remington Hospitality against Remington Hospitality that are based on a violation or alleged violation of the employment laws.
Office of Management and Budget; • luxury hotels and resorts meeting the RevPAR criteria set forth above and situated in markets that may be generally recognized as resort markets; and • international hospitality assets predominantly focused in areas that are general destinations or in close proximity to major transportation hubs or business centers, such that the area serves as a significant entry or departure point to a foreign country or region of a foreign country for business or leisure travelers and meet the RevPAR criteria set forth above (after any applicable currency conversion to U.S. dollars).
Office of Management and Budget; 23 • luxury hotels and resorts meeting the RevPAR criteria set forth above and situated in markets that may be generally recognized as resort markets; and • international hospitality assets predominantly focused in areas that are general destinations or in close proximity to major transportation hubs or business centers, such that the area serves as a significant entry or departure point to a foreign country or region of a foreign country for business or leisure travelers and meet the RevPAR criteria set forth above (after any applicable currency conversion to U.S. dollars).
In August 2018 we entered into the Mutual Exclusivity Agreement dated as of August 8, 2018 with Braemar OP and Premier, which agreement we refer to below as the “project management MEA,” pursuant to which Premier gave us a first right of refusal to purchase any lodging-related investments identified by Premier and any of its affiliates that met our initial investment criteria, and we agreed to engage Premier to provide project management for hotels we acquired or invested in, to the extent that we had the right or controlled the right to direct such matters.
In August 2018 we entered into the Mutual Exclusivity Agreement dated as of August 8, 2018 with Braemar OP and Premier, which agreement we refer to below as the “project management MEA,” pursuant to which Premier gave us a first right of refusal to purchase any lodging-related investments identified by Premier and any of its affiliates that met our initial 39 investment criteria, and we agreed to engage Premier to provide project management for hotels we acquired or invested in, to the extent that we had the right or controlled the right to direct such matters.
Not applicable __________________ (1) Management fee is expressed as a percentage of gross hotel revenue. 28 (2) Owner’s priority and owner’s investment amounts disclosed in the table are based on the most recent certification provided to us by the applicable manager. For some properties these amounts will continue to increase over time by the amount of additional owner-funded capital expenses.
Not applicable __________________ (1) Management fee is expressed as a percentage of gross hotel revenue. (2) Owner’s priority and owner’s investment amounts disclosed in the table are based on the most recent certification provided to us by the applicable manager. For some properties these amounts will continue to increase over time by the amount of additional owner-funded capital expenses.
The master project management agreement provides that the TRS lessee will pay Premier a design and construction fee equal to 4% of the total project costs associated with the implementation of the approved capital improvement budget for a hotel until such time that the capital improvement budget and/or renovation project costs involve expenditures in excess of 5% of gross revenues of such hotel, whereupon the design and construction fee will be 3% of total project costs in excess of the 5% of gross revenue threshold.
The master project management agreement provides that the TRS lessee will pay Premier a design and construction fee equal to 4% of the total project costs associated with the implementation of the approved capital improvement budget for a hotel until such time that the capital improvement 35 budget and/or renovation project costs involve expenditures in excess of 5% of gross revenues of such hotel, whereupon the design and construction fee will be 3% of total project costs in excess of the 5% of gross revenue threshold.
To incentivize employees, officers, consultants, non-employee directors, affiliates and representatives of Ashford LLC, or its affiliates, to achieve our goals and business objectives, as established by our board of directors, in addition to the base fee and the incentive fee described above, our board of directors has the authority to make equity awards to Ashford LLC or directly to employees, officers, consultants and non-employee directors of Ashford LLC, or its affiliates, based on our achievement of certain financial and other hurdles established 24 by our board of directors.
To incentivize employees, officers, consultants, non-employee directors, affiliates and representatives of Ashford LLC, or its affiliates, to achieve our goals and business objectives, as established by our board of directors, in addition to the base fee and the incentive fee described above, our board of directors has the authority to make equity awards to Ashford LLC or directly to employees, officers, consultants and non-employee directors of Ashford LLC, or its affiliates, based on our achievement of certain financial and other hurdles established by our board of directors.
Thomas) is taken in any condemnation or similar proceeding, or a portion of the hotel is so taken, and the result is that it is unreasonable to continue to operate the hotel in accordance with the management agreement, the hotel management agreement shall terminate (provided, however, with respect to The Ritz-Carlton Lake Tahoe and The Ritz-Carlton Sarasota the management agreement will be terminated at our option or the manager’s option, and with respect to The Clancy and The Notary Hotel, the management agreement will be terminated only at the manager’s option).
Thomas) is taken in any condemnation or similar proceeding, or a portion of the hotel is so taken, and the result is that it is unreasonable to continue to operate the hotel in accordance with the management agreement, the hotel management agreement shall terminate (provided, however, with respect to The Ritz-Carlton Lake Tahoe and The Ritz-Carlton Sarasota the management agreement will be terminated at our option or the manager’s option, and with respect to The Notary Hotel, the management agreement will be terminated only at the manager’s option).
Upon termination, neither the TRS lessee nor Remington Hospitality will have any further rights, remedies, liabilities or obligations under the master hotel management agreement with respect to such hotel. If any partial taking of a property does not make it unreasonable to continue to operate the hotel, there is 36 no right to terminate the master hotel management agreement.
Upon termination, neither the TRS lessee nor Remington Hospitality will have any further rights, remedies, liabilities or obligations under the master hotel management agreement with respect to such hotel. If any partial taking of a property does not make it unreasonable to continue to operate the hotel, there is no right to terminate the master hotel management agreement.
Bennett is removed as our chief executive officer or as chairman of our board of directors or is not re-appointed to either position, or he resigns as chief executive officer or chairman of our board of directors; 41 • we terminate the Remington Hospitality exclusivity rights pursuant to the terms of the hotel management MEA; or • our advisory agreement with Ashford LLC is terminated for any reason pursuant to its terms and Mr.
Bennett is removed as our chief executive officer or as chairman of our board of directors or is not re-appointed to either position, or he resigns as chief executive officer or chairman of our board of directors; • we terminate the Remington Hospitality exclusivity rights pursuant to the terms of the hotel management MEA; or • our advisory agreement with Ashford LLC is terminated for any reason pursuant to its terms and Mr.
Rent is payable monthly and is the greater of minimum rent or percentage rent with an annual true-up on October 1. Each year, annual base minimum rent is increased (but never decreased) by an amount equal to the percentage increase in CPI Index during the prior 12-month period that starts on September 1 and 46 ends on August 31.
Rent is payable monthly and is the greater of minimum rent or percentage rent with an annual true-up on October 1. Each year, annual base minimum rent is increased (but never decreased) by an amount equal to the percentage increase in CPI Index during the prior 12-month period that starts on September 1 and ends on August 31.
Except to the extent indemnified by Premier as described in the preceding paragraph, the TRS lessee will indemnify Premier against all damages not covered by insurance and that arise from: (i) the performance of Premier’s services under the master project management agreement; or (ii) the condition or use of our hotels. 39 Events of Default.
Except to the extent indemnified by Premier as described in the preceding paragraph, the TRS lessee will indemnify Premier against all damages not covered by insurance and that arise from: (i) the performance of Premier’s services under the master project management agreement; or (ii) the condition or use of our hotels. Events of Default.
Location and Access . The hotel is located one block west of Chicago’s Magnificent Mile on a 0.6 acre parcel in an area of Chicago known as the Gold Coast. The hotel has easy access to the Chicago “L” train and is located approximately 18 miles from O’Hare International Airport and 13 miles from Midway International Airport. Operating History .
The hotel is located one block west of Chicago’s Magnificent Mile on a 0.6 acre parcel in an area of Chicago known as the Gold Coast. The hotel has easy access to the Chicago “L” train and is located approximately 18 miles from O’Hare International Airport and 13 miles from Midway International Airport. Operating History .
The advisory agreement provides that Ashford LLC (including its officers, directors, managers, employees and members) will not be liable for any act or omission by it (or them) performed in accordance with and pursuant to the advisory agreement, except by reason of acts constituting gross negligence, bad faith, willful misconduct or reckless disregard of duties under the advisory agreement. 22 We have agreed to indemnify and hold harmless Ashford LLC (including its partners, directors, officers, stockholders, managers, members, agents, employees and each other person or entity, if any, controlling Ashford LLC) to the full extent lawful, from and against any and all losses, claims, damages or liabilities of any nature whatsoever with respect to or arising from Ashford LLC’s acts or omissions (including ordinary negligence) in its capacity as such, except with respect to losses, claims, damages or liabilities with respect to or arising out of Ashford LLC’s gross negligence, bad faith or willful misconduct, or reckless disregard of its duties under the advisory agreement (for which Ashford LLC will indemnify us).
The advisory agreement provides that Ashford LLC (including its officers, directors, managers, employees and members) will not be liable for any act or omission by it (or them) performed in accordance with and pursuant to the advisory agreement, except by reason of acts constituting gross negligence, bad faith, willful misconduct or reckless disregard of duties under the advisory agreement. 20 We have agreed to indemnify and hold harmless Ashford LLC (including its partners, directors, officers, stockholders, managers, members, agents, employees and each other person or entity, if any, controlling Ashford LLC) to the full extent lawful, from and against any and all losses, claims, damages or liabilities of any nature whatsoever with respect to or arising from Ashford LLC’s acts or omissions (including ordinary negligence) in its capacity as such, except with respect to losses, claims, damages or liabilities with respect to or arising out of Ashford LLC’s gross negligence, bad faith or willful misconduct, or reckless disregard of its duties under the advisory agreement (for which Ashford LLC will indemnify us).
The manager has a right to avoid a performance termination by paying to us the total amount by which the operating profit for each of the fiscal years in question was less than the performance termination threshold for such fiscal years, or in the case of The Notary Hotel and The Clancy, by waiving base management fees (and, with respect to The Ritz-Carlton St.
The manager has a right to avoid a performance termination by paying to us the total amount by which the operating profit for each of the fiscal years in question was less than the performance termination threshold for such fiscal years, or in the case of The Notary Hotel, by waiving base management fees (and, with respect to The Ritz-Carlton St.
This competition may reduce the number of suitable investment opportunities offered to us and decrease the attractiveness of the terms on which we may acquire our targeted hotel investments, including the cost thereof. Employees We have no employees. Our appointed officers are provided by Ashford LLC, a subsidiary of Ashford Inc. (collectively, our “advisor”).
This competition may reduce the number of suitable investment opportunities offered to us and decrease the attractiveness of the terms on which we may acquire our targeted hotel investments, including the cost thereof. 45 Employees We have no employees. Our appointed officers are provided by Ashford LLC, a subsidiary of Ashford Inc. (collectively, our “advisor”).
Neither Remington Hospitality nor the TRS lessee may assign or transfer the master hotel management agreement without the other party’s prior written consent. However, Remington Hospitality may assign its rights and obligations to an affiliate that satisfies the eligible independent contractor requirements and is “controlled” by Mr. Monty J. Bennett, Mr.
Neither Remington Hospitality nor the TRS lessee may assign or transfer the master hotel management agreement without the other party’s prior written consent. However, Remington Hospitality may assign its rights and obligations to an affiliate that satisfies the eligible independent contractor requirements and is “controlled” by Mr. Monty J. 33 Bennett, Mr.
Insurance We carry comprehensive general liability, “All Risk” property, business interruption, cybersecurity, directors and officers, rental loss coverage and umbrella liability coverage on all of our hotels and earthquake, wind, flood and hurricane coverage on 47 hotels in areas where we believe such coverage is warranted, in each case with limits of liability that we deem adequate.
Insurance We carry comprehensive general liability, “All Risk” property, business interruption, cybersecurity, directors and officers, rental loss coverage and umbrella liability coverage on all of our hotels and earthquake, wind, flood and hurricane coverage on hotels in areas where we believe such coverage is warranted, in each case with limits of liability that we deem adequate.
A sale or transfer to an affiliate is specifically excluded from this right (except in the management agreement for The Ritz-Carlton Sarasota). After notice of a proposed sale to the manager, we have a specified time period, ranging from 10 business days to 60 days, to negotiate an acceptable purchase and sale agreement.
A sale or transfer to an affiliate is specifically excluded from this right (except in the management agreement for The Ritz-Carlton Sarasota). After notice of a proposed sale to the manager, we have a specified time period, ranging from 10 business days to 60 days, to 28 negotiate an acceptable purchase and sale agreement.
Asset management includes working with the hotel managers and holding them accountable to drive top line and bottom-line operating performances. Ashford LLC aims to achieve this goal by benchmarking each asset’s performance compared to similar hotel properties within our portfolio. Ashford LLC also monitors hotel operating 4 expenses.
Asset management includes working with the hotel managers and holding them accountable to drive top line and bottom-line operating performances. Ashford LLC aims to achieve this goal by benchmarking each asset’s performance compared to similar hotel properties within our portfolio. Ashford LLC also monitors hotel operating expenses.
Any intellectual property and trademarks of Marriott (or its affiliates, including, without limitation, The Ritz-Carlton), Hilton (or its affiliates), Four Seasons (or its affiliates), Accor (or its affiliates), or Hyatt (or its affiliates), as applicable, are exclusively owned and controlled by the applicable manager or an affiliate of such manager who grants the manager rights to use such intellectual property or trademarks with respect to the applicable hotel.
Any intellectual property and trademarks of Marriott (or its affiliates, including, without limitation, The Ritz-Carlton), Hilton (or its affiliates), Four Seasons (or its affiliates), or Hyatt (or its affiliates), as applicable, are exclusively owned and controlled by the applicable manager or an affiliate of such manager who grants the manager rights to use such intellectual property or trademarks with respect to the applicable hotel.
Generally, we intend to lease all hotels we acquire in the future, other than pursuant to sale-leaseback transactions with unrelated third parties, to a TRS lessee, pursuant to the terms of leases that are generally similar to the terms of the existing leases, unless not appropriate based on 44 relevant regulatory factors.
Generally, we intend to lease all hotels we acquire in the future, other than pursuant to sale-leaseback transactions with unrelated third parties, to a TRS lessee, pursuant to the terms of leases that are generally similar to the terms of the existing leases, unless not appropriate based on relevant regulatory factors.
The TRS lessees are not permitted to sublet any part of the hotels or assign their respective interests under any of the leases without our prior written consent, which cannot be unreasonably withheld. No assignment or subletting will release any TRS lessee from any of its obligations under the leases. Damage to Hotels.
The TRS lessees are not permitted to sublet any part of the hotels or assign their respective interests under any of the leases without our prior written consent, which cannot be unreasonably withheld. No assignment or subletting will release any TRS lessee from any of its obligations under the leases. 42 Damage to Hotels.
Further, Ashford LLC works with the brands and management companies to negotiate favorable franchise agreement and hotel management agreement terms. Finally, Ashford LLC participates in brand advisory committee and industry advocacy association meetings to provide feedback and input on new hotel brand and industry initiatives. Disciplined Capital Allocation Strategy .
Further, Ashford LLC works with the brands and management companies to negotiate 4 favorable franchise agreement and hotel management agreement terms. Finally, Ashford LLC participates in brand advisory committee and industry advocacy association meetings to provide feedback and input on new hotel brand and industry initiatives. Disciplined Capital Allocation Strategy .
If we reject the opportunity, Remington Hospitality may then pursue such investment opportunity, subject to a right of first refusal in favor of Ashford Trust pursuant to an existing agreement between Ashford Trust and 40 Remington Hospitality, on materially the same terms and conditions as offered to us.
If we reject the opportunity, Remington Hospitality may then pursue such investment opportunity, subject to a right of first refusal in favor of Ashford Trust pursuant to an existing agreement between Ashford Trust and Remington Hospitality, on materially the same terms and conditions as offered to us.
Hilton Management Agreement Term . The base term of our management agreement with Hilton (or its affiliates) was 10 years, expiring December 31, 2013. The agreement has been extended through December 31, 2033, and the agreement has two 10-year automatic extension options remaining, at the discretion of the manager. 30 Events of Default.
Hilton Management Agreement Term . The base term of our management agreement with Hilton (or its affiliates) was 10 years, expiring December 31, 2013. The agreement has been extended through December 31, 2033, and the agreement has two 10-year automatic extension options remaining, at the discretion of the manager. Events of Default.
In addition, our Code of Business Conduct and Ethics, Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, Corporate Governance Guidelines, and Board Committee Charters are also 48 available free-of-charge on our website or can be made available in print upon request.
In addition, our Code of Business Conduct and Ethics, Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, Corporate Governance Guidelines, and Board Committee Charters are also available free-of-charge on our website or can be made available in print upon request.
If the consultant’s determination is in the affirmative, then Remington Hospitality must engage such consultant to assist with the cure of such performance failure for the second year of the cure period after that failure. If the consultant’s determination is in the negative, then Remington 35 Hospitality will be deemed not to be in default under the performance test.
If the consultant’s determination is in the affirmative, then Remington Hospitality must engage such consultant to assist with the cure of such performance failure for the second year of the cure period after that failure. If the consultant’s determination is in the negative, then Remington Hospitality will be deemed not to be in default under the performance test.
Assignment. The project management MEA may not be assigned by any of the parties without the prior written consent of the other parties, provided that Premier can assign its interest in the project management MEA, without the written consent of the other parties, to a “manager affiliate entity” as that term is defined in the agreement.
The project management MEA may not be assigned by any of the parties without the prior written consent of the other parties, provided that Premier can assign its interest in the project management MEA, without the written consent of the other parties, to a “manager affiliate entity” as that term is defined in the agreement.
If, however, based on actual operations and revised 34 forecasts from time to time, it is reasonably anticipated that the incentive fee is reasonably expected to be earned, the TRS lessee will consider payment of the incentive fee pro rata on a quarterly basis.
If, however, based on actual operations and revised forecasts from time to time, it is reasonably anticipated that the incentive fee is reasonably expected to be earned, the TRS lessee will consider payment of the incentive fee pro rata on a quarterly basis.
If any hotel subject to the master project management agreement is sold, our TRS lessee may terminate the master project management agreement with respect to such sold hotel, and our TRS lessee will have no obligation to pay any termination fees. 38 • Casualty, Condemnation or Force Majeure.
If any hotel subject to the master project management agreement is sold, our TRS lessee may terminate the master project management agreement with respect to such sold hotel, and our TRS lessee will have no obligation to pay any termination fees. • Casualty, Condemnation or Force Majeure.
We may use the proceeds from any borrowings for working capital, consistent with industry practice, to: • purchase interests in partnerships or joint ventures; • finance the origination or purchase of debt investments; or • finance acquisitions, expand, redevelop or improve existing properties, or develop new properties or other uses. 21 Certain Agreements The Advisory Agreement We are advised by Ashford LLC, a subsidiary of Ashford Inc., pursuant to the Fifth Amended and Restated Advisory Agreement, dated as of April 18, 2018, as amended, among us, Braemar OP, Braemar TRS, Ashford Inc. and Ashford LLC.
We may use the proceeds from any borrowings for working capital, consistent with industry practice, to: • purchase interests in partnerships or joint ventures; • finance the origination or purchase of debt investments; or • finance acquisitions, expand, redevelop or improve existing properties, or develop new properties or other uses. 19 Certain Agreements The Advisory Agreement We are advised by Ashford LLC, a subsidiary of Ashford Inc., pursuant to the Fifth Amended and Restated Advisory Agreement, dated as of April 18, 2018, as amended, among us, Braemar OP, Braemar TRS, Ashford Inc. and Ashford LLC.
Operator may have the right to reinstate the hotel management agreement if Owner commences the repair, rebuilding, or replacement of the hotel within five years after the termination of the management agreement as a result of a fire or other casualty. Early Termination for Condemnation.
Operator may have the right to reinstate the hotel management agreement if Owner commences the repair, rebuilding, or replacement of the hotel within five years after the termination of the management agreement as a result of a fire or other casualty. 30 Early Termination for Condemnation.
In addition, our board of directors has established 37 a Related Party Transactions Committee comprised solely of independent members of our board of directors to review all related party transactions that involve conflicts. The Related Party Transactions Committee may make recommendations to the independent members of our board of directors (including rejection of any proposed transaction).
In addition, our board of directors has established a Related Party Transactions Committee comprised solely of independent members of our board of directors to review all related party transactions that involve conflicts. The Related Party Transactions Committee may make recommendations to the independent members of our board of directors (including rejection of any proposed transaction).
Upon termination, neither the TRS lessee nor Premier will have any further liabilities or obligations under the master project management agreement with respect to such damaged hotel. Condemnation of a Property or Force Majeure.
Upon termination, neither the TRS lessee nor Premier will have any further liabilities or obligations under the master project management agreement with respect to such damaged hotel. 36 Condemnation of a Property or Force Majeure.
If the manager declines to exercise its right to purchase or lease, the sale or lease must occur within 180 days at greater than 90% of the price or the notice of sale must be renewed to manager. 31 Four Seasons Management Agreement Term .
If the manager declines to exercise its right to purchase or lease, the sale or lease must occur within 180 days at greater than 90% of the price or the notice of sale must be renewed to manager. Four Seasons Management Agreement Term .
Bennett), including opportunities to buy hotel 42 properties, to buy land and build hotels, or to otherwise invest in hotel properties that satisfy our initial investment guidelines and are not considered excluded transactions pursuant to the project management MEA.
Bennett), including opportunities to buy hotel properties, to buy land and build hotels, or to otherwise invest in hotel properties that satisfy our initial investment guidelines and are not considered excluded transactions pursuant to the project management MEA.
Thomas also requires that the sale must occur within 15 months after the manager’s 30-day negotiation period if the manager makes an offer acceptable to us pursuant to the manager’s right of first offer; The Ritz-Carlton Sarasota management agreement requires that the sale must occur within 365 days after the manager’s receipt of our original notice pertaining to the manager’s right of first offer; The Notary Hotel and The Clancy management agreements require that the sale must occur within one year after the expiration of the right of first negotiation period; The Ritz-Carlton Reserve Dorado Beach management agreements requires that the sale must occur within 18 months after the 30-day right of first negotiation period) or the notice of sale is deemed void and we must provide a new notice to the manager.
Thomas also requires that the sale must occur within 15 months after the manager’s 30-day negotiation period if the manager makes an offer acceptable to us pursuant to the manager’s right of first offer; The Ritz-Carlton Sarasota management agreement requires that the sale must occur within 365 days after the manager’s receipt of our original notice pertaining to the manager’s right of first offer; The Notary Hotel management agreement requires that the sale must occur within one year after the expiration of the right of first negotiation period; The Ritz-Carlton Reserve Dorado Beach management agreements requires that the sale must occur within 18 months after the 30-day right of first negotiation period) or the notice of sale is deemed void and we must provide a new notice to the manager.
Our operating partnership generally has the right to terminate any lease prior to the expiration date so long as we pay a termination fee. The termination fee is equal to any termination fee due to a manager under the management agreement. Indemnification.
Our operating partnership generally has the right to terminate any lease prior to the expiration date so long as we pay a termination fee. The termination fee is equal to any termination fee due to a manager under the management agreement. 43 Indemnification.
See “Certain Agreements—Mutual Exclusivity Agreements—Remington Hospitality Hotel Management MEA—Exclusivity Rights of Remington Hospitality.” Term. The master hotel management agreement provides for an initial term of 10 years as to each hotel governed by the agreement.
See “Certain Agreements—Mutual Exclusivity Agreements—Remington Hospitality Hotel Management MEA—Exclusivity Rights of Remington Hospitality.” 31 Term. The master hotel management agreement provides for an initial term of 10 years as to each hotel governed by the agreement.
“Net Asset Fee Adjustment” shall be equal to (i) the product of the Sold Non-ERFP Asset Amount (as more particularly defined in the advisory agreement, but generally equal to the net sales prices of real property (other than any Enhanced Return Hotel Assets (as defined in the ERFP Agreement)) sold or disposed of after the date of the ERFP Agreement, commencing with and including the first such sale) and 0.70% plus (ii) the product of the Sold ERFP 23 Asset Amount (as more particularly defined in the advisory agreement, but generally equal to the net sales prices of Enhanced Return Hotel Assets sold or disposed of after the date of the ERFP Agreement, commencing with and including the first such sale) and 1.07%.
“Net Asset Fee Adjustment” shall be equal to (i) the product of the Sold Non-ERFP Asset Amount (as more particularly defined in the advisory agreement, but generally equal to the net sales prices of real property (other than any Enhanced Return Hotel Assets (as defined in the ERFP Agreement)) sold or disposed of after the date of the ERFP Agreement, commencing with and including the first such sale) and 0.70% plus (ii) the product of the Sold ERFP Asset Amount (as more particularly defined in the advisory agreement, but generally equal to the net sales prices of 21 Enhanced Return Hotel Assets sold or disposed of after the date of the ERFP Agreement, commencing with and including the first such sale) and 1.07%.
If the 45 lease remains in effect and the damage does not result in a reduction of gross revenues at the hotel, the TRS lessee’s obligation to pay rent will be unabated.
If the lease remains in effect and the damage does not result in a reduction of gross revenues at the hotel, the TRS lessee’s obligation to pay rent will be unabated.
Additional property highlights include: • Meeting Space : The property boasts 35,900 square feet of total indoor and landscaped outdoor event space including three ballrooms and a variety of private meeting rooms including two dedicated boardrooms • Food and Beverage : Guests have multiple dining options including indulging at the 100-seat Talavera steakhouse, sampling American homestyle fare at 180-seat Proof cantina, enjoying desert and pool views at the 55-seat Saguaro Blossom poolside restaurant, or enjoying handcrafted cocktails at the 100-seat Onyx Bar and Lounge. • Other Amenities : The property offers locally inspired spa treatments at the 9,000 sq. ft. spa, a bi-level pool.
Additional property highlights include: • Meeting Space : The property boasts 35,900 square feet of total indoor and landscaped outdoor event space including three ballrooms and a variety of private meeting rooms including two dedicated boardrooms • Food and Beverage : Guests have multiple dining options including indulging at the 100-seat Talavera steakhouse, sampling American homestyle fare at 180-seat Proof cantina, enjoying desert and pool views at the 55-seat Saguaro Blossom poolside restaurant, or enjoying handcrafted cocktails at the 100-seat Onyx Bar and Lounge. • Other Amenities : The property offers locally inspired spa treatments at the 9,000 square foot spa, a bi-level pool.
The hotel management agreements allow each hotel to operate under the Marriott, Autograph Collection, The Ritz-Carlton, Ritz-Carlton Reserve, Hilton, Four Seasons, Sofitel, and Park Hyatt brand names, as applicable, and provide benefits typically associated with franchise agreements, including, among others, the use of the Marriott’s (or its affiliates), Hilton’s (or its affiliates), Four Seasons’ (or its affiliates), Accor’s (or its affiliates), or Hyatt’s (or its affiliates), as applicable, reservation system and guest loyalty and reward program.
The hotel management agreements allow each hotel to operate under the Marriott, Autograph Collection, The Ritz-Carlton, Ritz-Carlton Reserve, Hilton, Four Seasons, and Park Hyatt brand names, as applicable, and provide benefits typically associated with franchise agreements, including, among others, the use of the Marriott’s (or its affiliates), Hilton’s (or its affiliates), Four Seasons’ (or its affiliates), or Hyatt’s (or its affiliates), as applicable, reservation system and guest loyalty and reward program.
Additional property highlights include: • Meeting Space : Approximately 10,000 square feet of meeting space. • Food and Beverage : The Sofitel Chicago Magnificent Mile includes (i) CDA, an 82 seat French inspired casual restaurant; (ii) Le Bar, a 45 seat modern cocktail lounge; (iii) La Tarrasse, a 40-seat outdoor patio and lounge serving the cuisine of CDA; and (iv) Cigale, a restaurant space featuring an exhibition kitchen and frontage on Wabash Avenue overlooking Connors Park (currently utilized only for event space). • Other Amenities : The hotel has a fitness center, a business center and valet parking.
Additional property highlights include: • Meeting Space : Approximately 10,000 square feet of meeting space. • Food and Beverage : The Sofitel Chicago Magnificent Mile includes (i) CDA, an 82 seat French inspired casual restaurant; (ii) Le Bar, a 45 seat modern cocktail lounge; (iii) La Tarrasse, a 40-seat outdoor patio and lounge serving the cuisine of CDA; and (iv) Cigale, a restaurant space featuring an exhibition kitchen and frontage on Wabash Avenue overlooking Connors Park (currently utilized only for event space). • Other Amenities : The hotel has a fitness center, a business center and valet parking. 7 Location and Access .
Thomas, The Ritz-Carlton Reserve Dorado Beach, The Clancy and The Notary Hotel), then either party may terminate the management agreement. Early Termination for Condemnation.
Thomas, The Ritz-Carlton Reserve Dorado Beach and The Notary Hotel), then either party may terminate the management agreement. Early Termination for Condemnation.
Location and Access . Located in the North Lake Tahoe area, the property is situated mid-mountain at the Northstar Ski Area. With its premier location, luxury brand affiliation and world-class amenities, The Ritz-Carlton Lake Tahoe is positioned as the leading resort in one of the country’s most popular tourist destinations.
Location and Access . Located in the North Lake Tahoe area, the property is situated mid-mountain at the Northstar California Resort. With its premier location, luxury brand affiliation and world-class amenities, The Ritz-Carlton Lake Tahoe is positioned as the leading resort in one of the country’s most popular tourist destinations.
Additional property highlights include: • Meeting Space : Approximately 2,600 square feet of conference space and 2,000 square feet of wedding space overlooking the Gulf of America. • Food and Beverage : The Pier House Resort & Spa provides an al fresco beach bar, the 152-seat One Duval Restaurant as well as the 18-seat Chart Room. • Other Amenities : The hotel has a full-service spa, a private beach, a heated outdoor pool and a private dock for charter pick-ups. 10 Location and Access .
Additional property highlights include: • Meeting Space : Approximately 2,600 square feet of conference space and 2,000 square feet of wedding space overlooking the Gulf of America. • Food and Beverage : The Pier House Resort & Spa provides an al fresco beach bar, the 152-seat One Duval Restaurant as well as the 18-seat Chart Room. • Other Amenities : The hotel has a full-service spa, a private beach, a heated outdoor pool and a private dock for charter pick-ups.
The base management fee for each hotel will be due monthly and will be equal to the greater of: • $17,320 (increased annually based on consumer price index adjustments); or • 3% of the gross revenues associated with that hotel for the related month.
The base management fee for each hotel will be due monthly and will be equal to the greater of: • $17,821 (increased annually based on consumer price index adjustments); or • 3% of the gross revenues associated with that hotel for the related month.
See note 17 to our consolidated financial statements. Mr. Monty J. Bennett is chairman and chief executive officer of Ashford Inc. and, together with Mr. Archie Bennett, Jr., as of December 31, 2024, holds a controlling interest in Ashford Inc.
See note 17 to our consolidated financial statements. Mr. Monty J. Bennett is chairman and chief executive officer of Ashford Inc. and, together with Mr. Archie Bennett, Jr., as of December 31, 2025, holds a controlling interest in Ashford Inc.
See “Certain Agreements—Premier Master Project Management Agreement.” Third-Party Agreements Hotel Management Agreements . Eleven of our hotel properties are operated pursuant to a hotel management agreement with one of five brand management companies and four of our hotel properties are operated pursuant to a hotel management agreement with Remington Hospitality, a hotel management company and a subsidiary of Ashford Inc.
See “Certain Agreements—Premier Master Project Management Agreement.” Third-Party Agreements Hotel Management Agreements . Eight of our hotel properties are operated pursuant to a hotel management agreement with one of four brand management companies and five of our hotel properties are operated pursuant to a hotel management agreement with Remington Hospitality, a hotel management company and a subsidiary of Ashford Inc.
Any intellectual property and trademarks of Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons (or its affiliates), Hyatt (or its affiliates) or Accor (or its affiliates), as applicable, are exclusively owned and controlled by the applicable manager (or its affiliates) and the management agreement with Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons, Hyatt, and Accor grants the applicable manager the rights to use such intellectual property or trademarks with respect to the applicable hotel.
Any intellectual property and trademarks of Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons (or its affiliates) or Hyatt (or its affiliates), as applicable, are 18 exclusively owned and controlled by the applicable manager (or its affiliates) and the management agreement with Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons and Hyatt, grants the applicable manager the rights to use such intellectual property or trademarks with respect to the applicable hotel.
The Hotel License Agreement is coterminous with the management agreement. In connection with our ability to use Four Seasons name and mark, we are obligated to pay a royalty fee of 0.5% of gross revenues.
The Hotel License Agreement is coterminous with the management agreement. In connection with our ability to use Four Seasons name and mark, we are obligated to pay a royalty fee of 0.5% of gross revenues. Franchise Agreements.
(2) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a reconciliation of net income (loss) to Hotel EBITDA by property. Cameo Beverly Hills, Beverly Hills, California On August 5, 2021, the Company acquired a 100% interest in the 138-room Cameo Beverly Hills (formerly known as the Mr.
(2) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a reconciliation of net income (loss) to Hotel EBITDA by property. Cameo Beverly Hills, Beverly Hills, California On August 5, 2021, the Company acquired a fee simple interest in the 138-room Cameo Beverly Hills (formerly known as the Mr.
The termination provisions for our Marriott-managed hotel properties after casualty are summarized as follows: • If the hotel suffers a total casualty (meaning the cost of the damage to be repaired or replaced would be equal to 30% or more of the then-total replacement cost in the case of the Marriott Seattle Waterfront, 33% or more of the then replacement cost in the case of The Ritz-Carlton Lake Tahoe and The Ritz-Carlton Sarasota, and 60% or more of the then-total replacement cost in the case of The Ritz-Carlton St.
The termination provisions for our Marriott-managed hotel properties after casualty are summarized as follows: • If the hotel suffers a total casualty (meaning the cost of the damage to be repaired or replaced would be equal to 33% or more of the then replacement cost in the case of The Ritz-Carlton Lake Tahoe and The Ritz-Carlton Sarasota, and 60% or more of the then-total replacement cost in the case of The Ritz-Carlton St.
In addition to the valley’s traditional wine and dining attractions, the region is also known as a popular leisure destination for hiking, biking, golfing, shopping and festivals. 11 Operating History .
In addition to the valley’s traditional wine and dining attractions, the region is also known as a popular leisure destination for hiking, biking, golfing, shopping and festivals. 9 Operating History .
The Ritz-Carlton, St. Thomas, U.S. Virgin Islands On December 15, 2015, we acquired a 100% interest in The Ritz-Carlton St. Thomas on the island of St. Thomas, U.S. Virgin Islands. The Ritz-Carlton St. Thomas opened in 1996 and has 155 luxurious guest rooms and 25 suites, all featuring a spacious private balcony with ocean or resort views.
The Ritz-Carlton, St. Thomas, U.S. Virgin Islands On December 15, 2015, we acquired a fee simple interest in The Ritz-Carlton St. Thomas on the island of St. Thomas, U.S. Virgin Islands. The Ritz-Carlton St. Thomas opened in 1996 and has 155 luxurious guest rooms and 25 suites, all featuring a spacious private balcony with ocean or resort views.
The Marathon and Miami airports are all within driving distance. Operating History .
The Marathon and Miami airports are all within driving distance. 8 Operating History .
The Park Hyatt Beaver Creek Resort & Spa, Beaver Creek, Colorado On March 31, 2017, we acquired a 100% interest in the 190-room Park Hyatt Beaver Creek Resort & Spa in Beaver Creek, Colorado. In December 2022, we acquired three additional keys that were added to inventory in February 2023, bringing the total hotel room count to 193.
The Park Hyatt Beaver Creek Resort & Spa, Beaver Creek, Colorado On March 31, 2017, we acquired a fee simple interest in the 190-room Park Hyatt Beaver Creek Resort & Spa in Beaver Creek, Colorado. In December 2022, we acquired three additional keys that were added to inventory in February 2023, bringing the total hotel room count to 193.
Approximately $109.2 million has been spent on capital expenditures since the acquisition of the hotel by Ashford HHC Partners III LP in 2007, which has included renovations to the guest rooms, public space, meeting space, lobby and restaurant. The hotel is strategically located at 16th and K Street, in close proximity to the White House and other government facilities.
Approximately $110.0 million has been spent on capital expenditures since the acquisition of the hotel by Ashford HHC Partners III LP in 2007, which has included renovations to the guest rooms, public space, meeting space, lobby and restaurant. The hotel is strategically located at 16th and K Street, in close proximity to the White House and other government facilities.
The hotel is located on a six-acre compound in the historic district of Key West, Florida, on Duval Street, at the Gulf of America. Key West, which is the southernmost point of the Florida peninsula, is 160 miles south of Miami. Key West International Airport is approximately four miles from the property.
Location and Access . The hotel is located on a six-acre compound in the historic district of Key West, Florida, on Duval Street, at the Gulf of America. Key West, which is the southernmost point of the Florida peninsula, is 160 miles south of Miami. Key West International Airport is approximately four miles from the property.
The Hotel Yountville was originally built in 1998 and, in 2011, underwent an extensive expansion and renovation that upgraded all guest rooms, adding 29 new guest rooms, and added a restaurant, spa, meeting and event space, an outdoor pool, and lounge patio. Currently, the property has 80 luxury rooms consisting of 62 king rooms, eight double/queen rooms and 10 suites.
The Hotel Yountville was originally built in 1998 and, in 2011, underwent an extensive expansion and renovation that upgraded all guest rooms, adding 29 new guest rooms, and added a restaurant, spa, meeting and event space, an outdoor pool, and lounge patio. Currently, the property has 80 luxury rooms consisting of 61 king rooms, nine double/queen rooms and 10 suites.
The hotel opened in 1968 and is comprised of 142 guest rooms, including 76 king rooms, 43 queen/queen rooms and 23 suites. Approximately $17.6 million has been spent on capital expenditures since the acquisition of the hotel, which included spa, fitness center and guest rooms refresh renovations. The hotel is located on a six-acre parcel in Key West, Florida.
The hotel opened in 1968 and is comprised of 142 guest rooms, including 76 king rooms, 43 queen/queen rooms and 23 suites. Approximately $18.3 million has been spent on capital expenditures since the acquisition of the hotel, which included spa, fitness center and guest rooms refresh renovations. The hotel is located on a six-acre parcel in Key West, Florida.
Additional property highlights include: • Meeting Space : The property has approximately 4,400 square feet of indoor and outdoor event space. • Food and Beverage : The property has the acclaimed 46-seat Heritage Oak restaurant and bar, in-room dining service and a complimentary glass of wine upon check-in. • Other Amenities : The property offers well-appointed guest rooms and suites with private patios/balconies and a 6,500 square foot on-site spa.
Additional property highlights include: • Meeting Space : The property has approximately 4,400 square feet of indoor and outdoor event space. • Food and Beverage : The property has the acclaimed 46-seat Heritage Oak restaurant and bar, Y Bar Lounge and Terrace, a seasonal pool bar, in-room dining service and a complimentary glass of wine upon check-in. • Other Amenities : The property offers well-appointed guest rooms and suites with private patios/balconies and a 6,500 square foot on-site spa.
Two times the U.S. national average RevPAR was approximately $199 for the year ended December 31, 2024. We have elected to be taxed as a REIT under the Code beginning in the year ended December 31, 2013. We conduct our business and own substantially all of our assets through our operating partnership, Braemar OP.
Two times the U.S. national average RevPAR was approximately $200 for the year ended December 31, 2025. We have elected to be taxed as a REIT under the Code beginning in the year ended December 31, 2013. We conduct our business and own substantially all of our assets through our operating partnership, Braemar OP.
C Beverly Hills Hotel) and five luxury residences adjacent to the hotel. Approximately $5.3 million has been spent on capital expenditures since the acquisition. The Cameo Beverly Hills was built in 1965 and underwent an extensive renovation in 2011. It has 138 luxurious and spacious rooms, including 12 suites and 10 mini suites.
C Beverly Hills Hotel) and five luxury residences adjacent to the hotel. Approximately $26.1 million has been spent on capital expenditures since the acquisition. The Cameo Beverly Hills was built in 1965 and underwent an extensive renovation in 2011. It has 138 luxurious and spacious rooms, including 12 suites and 10 mini suites.
Sofitel Chicago Magnificent Mile, Chicago, Illinois On February 24, 2014, we acquired a fee simple interest in the Sofitel Chicago Magnificent Mile. The hotel opened in 2002 and is comprised of 415 guest rooms, including 63 suites. Approximately $21.3 million has been spent on capital expenditures at the hotel since the acquisition of the hotel in 2014.
Sofitel Chicago Magnificent Mile, Chicago, Illinois On February 24, 2014, we acquired a fee simple interest in the Sofitel Chicago Magnificent Mile. The hotel opened in 2002 and is comprised of 415 guest rooms, including 63 suites. Approximately $22.5 million has been spent on capital expenditures at the hotel since the acquisition of the hotel in 2014.
The agreement may be sooner terminated because of: • an event of default (see “Events of Default”), • a party’s early termination rights (see “Early Termination”), or • a termination of all our master hotel management agreement between TRS lessee and Remington Hospitality because of an event of default under the master hotel management agreement that affects all properties (see “Relationship with Master Hotel Management Agreement”).
The agreement may be sooner terminated because of: • an event of default (see “Events of Default”), • a party’s early termination rights (see “Early Termination”), or • a termination of all our master hotel management agreement between TRS lessee and Remington Hospitality because of an event of default under the master hotel management agreement that affects all properties (see “Relationship with Master Hotel Management Agreement”). 37 Modification of Investment Guidelines.
Thomas 3.0%, comprised of a management fee of 0.4% and a royalty fee of 2.6% 20% of the excess, if any, of Operating Profit for such Fiscal Year over owner’s priority for such Fiscal Year 1.0% of gross revenues $11,097,622 plus 10.25% of the amount of owner-funded capital expenditures Not applicable Park Hyatt Beaver Creek Resort & Spa Greater of 3.0% or $2,627,452 on an annual basis (increased annually by lesser of CPI or 8% of prior year management fee) 12.5% Profit plus 15% of Profit less the Base Fee that is in excess of $4 million Not applicable Not applicable Not applicable Hotel Yountville Greater of $17,320 monthly or 3% The lesser of 1% of gross revenues or the amount by which actual house profit exceeds budgeted house profit Not applicable Not applicable Not applicable The Ritz-Carlton Sarasota 3% 20% of Available cash flow defined as Net Operating Income minus the owner’s priority 1% of gross hotel revenues for each fiscal year, excluding member dues, initiation, or joining fees or deposits of Club members $7,465,000 plus 10.25% of the amount of future owner-funded capital expenditures Not applicable The Ritz-Carlton Lake Tahoe 3% The sum of (i) 15% of the amount by which Adjusted House Profit (“AHP”) for such Fiscal Year exceeds the owner’s priority; provided, however, that in no event shall the total, aggregate sum of the Base Fee and the Incentive Fee paid to Operator in any given Fiscal Year exceed 6% of gross revenues for such Fiscal Year 1% of gross revenues for each fiscal year $9,059,563 plus 10% of the amount of certain owner-funded renovation expenditures, plus 10% of any other owner-funded capital expenditures after 1/1/2022 that were approved by manager, plus a varying additional credit based on the number of condominium units (which are to be constructed) in the voluntary rental program Not applicable Cameo Beverly Hills Greater of $17,320 monthly or 3% The lesser of 1% of gross revenues or the amount by which actual house profit exceeds budgeted house profit Not applicable Not applicable Not applicable The Ritz-Carlton Reserve Dorado Beach 3%, comprised of a management fee of 0.4% and a royalty fee of 2.6% $250,000 if Net House Profit exceeds Owner’s Priority plus 20% of the excess of Net House Profit over Owner’s Priority with annual true-up 1% of Gross Revenues plus allocation of reimbursable expenses $14,455,110 plus (a) 11% of any operating losses funded by owner, plus (b) 11% of certain non-routine capital expenditures incurred by manager and certain non-routine owner-funded capital expenditures, plus (c) $100,000 time the number of condominium units in the voluntary rental program at the beginning of each FY, plus (d) an amount negotiated at the beginning of each year for the West Beach Estates and East Beach Villas participating in the standard and flexible voluntary rental program Not applicable Four Seasons Resort Scottsdale 3.5%, comprised of a management fee of 3.0% and a royalty fee of 0.5% 7.5% of the amount of operating profit (after deducting property taxes, insurance premiums, and expenditures from the capital reserve) for a particular period, minus the Hurdle Amount applicable for the same period.
Thomas 3.0%, comprised of a management fee of 0.4% and a royalty fee of 2.6% 20% of the excess, if any, of Operating Profit for such Fiscal Year over owner’s priority for such Fiscal Year 1.0% of gross revenues $11,217,218 plus 10.25% of the amount of owner-funded capital expenditures Not applicable Park Hyatt Beaver Creek Resort & Spa Greater of 3.0% or $2,559,465 on an annual basis (increased annually by lesser of CPI or 8% of prior year management fee) 12.5% Profit plus 15% of Profit less the Base Fee that is in excess of $4 million Not applicable Not applicable Not applicable Hotel Yountville Greater of $17,821 monthly or 3% The lesser of 1% of gross revenues or the amount by which actual house profit exceeds budgeted house profit Not applicable Not applicable Not applicable The Ritz-Carlton Sarasota 3% 20% of Available cash flow defined as Net Operating Income minus the owner’s priority 1% of gross hotel revenues for each fiscal year, excluding member dues, initiation, or joining fees or deposits of Club members $7,465,000 plus 10.25% of the amount of future owner-funded capital expenditures Not applicable The Ritz-Carlton Lake Tahoe 3% The sum of (i) 15% of the amount by which Adjusted House Profit (“AHP”) for such Fiscal Year exceeds the owner’s priority; provided, however, that in no event shall the total, aggregate sum of the Base Fee and the Incentive Fee paid to Operator in any given Fiscal Year exceed 6% of gross revenues for such Fiscal Year 1% of gross revenues for each fiscal year $9,534,318 plus 10% of the amount of certain owner-funded renovation expenditures, plus 10% of any other owner-funded capital expenditures after 1/1/2022 that were approved by manager, plus a varying additional credit based on the number of condominium units (which are to be constructed) in the voluntary rental program Not applicable Cameo Beverly Hills Greater of $17,821 monthly or 3% The lesser of 1% of gross revenues or the amount by which actual house profit exceeds budgeted house profit Not applicable Not applicable Not applicable 26 Hotel Management Fee (1) Incentive Fee Marketing Fee Owner’s Priority (2) Owner’s Investment (2) The Ritz-Carlton Reserve Dorado Beach 3%, comprised of a management fee of 0.4% and a royalty fee of 2.6% $250,000 if Net House Profit exceeds Owner’s Priority plus 20% of the excess of Net House Profit over Owner’s Priority with annual true-up 1% of Gross Revenues plus allocation of reimbursable expenses $14,612,625 plus (a) 11% of any operating losses funded by owner, plus (b) 11% of certain non-routine capital expenditures incurred by manager and certain non-routine owner-funded capital expenditures, plus (c) $100,000 time the number of condominium units in the voluntary rental program at the beginning of each FY, plus (d) an amount negotiated at the beginning of each year for the West Beach Estates and East Beach Villas participating in the standard and flexible voluntary rental program Not applicable Four Seasons Resort Scottsdale 3.5%, comprised of a management fee of 3.0% and a royalty fee of 0.5% 7.5% of the amount of operating profit (after deducting property taxes, insurance premiums, and expenditures from the capital reserve) for a particular period, minus the Hurdle Amount applicable for the same period.
We are party to an Amended and Restated Hotel Master Management Agreement, dated August 8, 2018 with Remington Hospitality, which agreement we refer to below as the “master hotel management agreement.” Pursuant to the master hotel management agreement, Remington Hospitality currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville and Cameo Beverly Hills.
We are party to an Amended and Restated Hotel Master Management Agreement, dated August 8, 2018 with Remington Hospitality, which agreement we refer to below as the “master hotel management agreement.” Pursuant to the master hotel management agreement, Remington Hospitality currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville, Sofitel Chicago Magnificent Mile and Cameo Beverly Hills.
Pier House Resort & Spa, Key West, Florida On March 1, 2014, we acquired a fee simple interest in the Pier House Resort & Spa from Ashford Trust pursuant to an option agreement that we entered into in connection with our spin-off from Ashford Trust.
Pier House Resort & Spa, Key West, Florida On March 1, 2014, we acquired a fee simple interest in the Pier House Resort & Spa from Ashford Hospitality Trust, Inc. (“Ashford Trust”) pursuant to an option agreement that we entered into in connection with our spin-off from Ashford Trust.
Advisory services which would otherwise be provided by employees are provided by subsidiaries of Ashford Inc. and by our appointed officers. Subsidiaries of Ashford Inc. have approximately 101 full-time employees who provide advisory services to us.
Advisory services which would otherwise be provided by employees are provided by subsidiaries of Ashford Inc. and by our appointed officers. Subsidiaries of Ashford Inc. currently have approximately 82 full-time employees who provide advisory services to us.

… 174 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

112 edited+54 added−17 removed346 unchanged
Biggest changeThe continuing evolution of social media will present us with new challenges and risks. We may experience losses caused by severe weather conditions or natural disasters. Our properties are susceptible to extreme weather conditions, which may cause property damage or interrupt business, which could harm our business and results of operations.
Biggest changeIn addition, employees or others might disclose non-public sensitive information relating to our business through external media channels or inadvertently through the use of AI tools. The continuing evolution of social media and AI will present us with new challenges and risks. We may experience losses caused by severe weather conditions or natural disasters.
For example, our board of directors can do the following without stockholder approval: • amend or revise at any time our dividend policy with respect to our common stock or preferred stock (including by eliminating, failing to declare, or significantly reducing dividends on these securities); • terminate Ashford LLC under certain conditions pursuant to our advisory agreement; • amend or revise at any time and from time to time our investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations; • amend our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements; • subject to the terms of our charter, prevent the ownership, transfer and/or accumulation of shares in order to protect our status as a REIT or for any other reason deemed to be in the best interests of us and our stockholders; • subject to the terms of any outstanding classes or series of preferred stock, issue additional shares of common stock and/or common units without obtaining stockholder approval, which could dilute the ownership of our then-current stockholders; 68 • subject to the terms of any outstanding classes or series of preferred stock, amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series, without obtaining stockholder approval; • subject to the terms of any outstanding classes or series of preferred stock, classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares, including provisions that may have an anti-takeover effect, without obtaining stockholder approval; • employ and compensate affiliates (subject to disinterested director approval); • direct our resources toward investments that do not ultimately appreciate over time; and • determine that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.
For example, our board of directors can do the following without stockholder approval: • amend or revise at any time our dividend policy with respect to our common stock or preferred stock (including by eliminating, failing to declare, or significantly reducing dividends on these securities); • terminate Ashford LLC under certain conditions pursuant to our advisory agreement; • amend or revise at any time and from time to time our investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations; • amend our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements; • subject to the terms of our charter, prevent the ownership, transfer and/or accumulation of shares in order to protect our status as a REIT or for any other reason deemed to be in the best interests of us and our stockholders; • subject to the terms of any outstanding classes or series of preferred stock, issue additional shares of common stock and/or common units without obtaining stockholder approval, which could dilute the ownership of our then-current stockholders; • subject to the terms of any outstanding classes or series of preferred stock, amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series, without obtaining stockholder approval; • subject to the terms of any outstanding classes or series of preferred stock, classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares, including provisions that may have an anti-takeover effect, without obtaining stockholder approval; • employ and compensate affiliates (subject to disinterested director approval); • direct our resources toward investments that do not ultimately appreciate over time; and • determine that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.
These provisions include: • “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose special stockholder voting requirements on these business combinations, unless certain fair price requirements set forth in the MGCL are satisfied; and • “control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
These provisions include: • “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power 65 of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose special stockholder voting requirements on these business combinations, unless certain fair price requirements set forth in the MGCL are satisfied; and • “control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
If we lose the right to use a hotel due to a breach or non-renewal of the ground lease, we would be unable to 54 derive income from such hotel and would need to purchase an interest in another hotel to attempt to replace that income, which could materially and adversely affect our business, operating results and prospects.
If we lose the right to use a hotel due to a breach or non-renewal of the ground lease, we would be unable to derive income from such hotel and would need to purchase an interest in another hotel to attempt to replace that income, which could materially and adversely affect our business, operating results and prospects.
Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by, or disputes with, partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk.
Disputes between us and partners or co-venturers may result 50 in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by, or disputes with, partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk.
Hotels, on the other hand, generate revenue from guests that typically stay at the hotel for only a few nights, which causes the room rate and occupancy levels at each of our hotels to change every day, and results in earnings that can be highly volatile.
Hotels, on the other hand, generate revenue from 59 guests that typically stay at the hotel for only a few nights, which causes the room rate and occupancy levels at each of our hotels to change every day, and results in earnings that can be highly volatile.
Investors have no assurance that the degree of diversification in our investment portfolio will increase at any time in the future. 66 Risks Related to Our Organization and Structure Our charter contains provisions that may delay or prevent a change of control transaction. Our charter contains 9.8% ownership limits.
Investors have no assurance that the degree of diversification in our investment portfolio will increase at any time in the future. Risks Related to Our Organization and Structure Our charter contains provisions that may delay or prevent a change of control transaction. Our charter contains 9.8% ownership limits.
If we are unable to resolve such disputes through discussions and negotiations, we may choose to terminate our management agreement, litigate the dispute or submit the matter to third-party dispute resolution, the expense of which may be material and the outcome of which may harm our business, operating results or prospects.
If we are unable to resolve such disputes through discussions and negotiations, we may choose to terminate our management agreement, 51 litigate the dispute or submit the matter to third-party dispute resolution, the expense of which may be material and the outcome of which may harm our business, operating results or prospects.
Any of these actions could increase our operating expenses, impact our ability to make distributions or reduce the value of our assets without giving our stockholders the right to vote on whether we should take such actions. Our rights and the rights of our stockholders to take action against our directors and officers are limited.
Any of these actions could increase our operating expenses, impact our ability to make distributions or reduce the value of our assets without giving our stockholders the right to vote on whether we should take such actions. 66 Our rights and the rights of our stockholders to take action against our directors and officers are limited.
Each of the hotel management companies that enters into a management contract with our TRS lessees must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to us by our TRS lessees to be qualifying income for our REIT 71 income test requirements.
Each of the hotel management companies that enters into a management contract with our TRS lessees must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to us by our TRS lessees to be qualifying income for our REIT income test requirements.
In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our total assets can be represented by securities of one or more TRSs and no more than 25% of the value of our total assets can be represented by certain publicly offered REIT debt instruments.
In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our total assets can be represented 69 by securities of one or more TRSs and no more than 25% of the value of our total assets can be represented by certain publicly offered REIT debt instruments.
Such discretion could result in investments with yield returns inconsistent with stockholders’ expectations. 52 Our joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on a co-venturer’s financial condition and disputes between us and our co-venturers.
Such discretion could result in investments with yield returns inconsistent with stockholders’ expectations. Our joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on a co-venturer’s financial condition and disputes between us and our co-venturers.
In doing so, we make decisions with respect to what deductibles, policy limits, and terms are reasonable based on management’s experience, our risk profile, the loss history of our hotel managers and our properties, the nature of our properties and our businesses, our loss prevention efforts, and the cost of insurance.
In doing so, we make decisions with respect to what deductibles, policy limits, and terms are reasonable based on 63 management’s experience, our risk profile, the loss history of our hotel managers and our properties, the nature of our properties and our businesses, our loss prevention efforts, and the cost of insurance.
Nevertheless, we are subject to the risk that such insurance will not fully cover all losses and, depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses including but not limited to the costs associated with evacuation.
Nevertheless, we are subject to the risk that such insurance will not fully cover all losses and, depending on the 53 severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses including but not limited to the costs associated with evacuation.
As a result, the acquisition of less than 9.8% of our common stock by an individual or entity could nevertheless cause that individual or entity to own constructively in excess of 9.8% of the outstanding common stock, and thus be subject to our charter’s ownership limit.
As a result, the acquisition of less than 9.8% of our common stock by an individual or entity could nevertheless cause that individual or entity 64 to own constructively in excess of 9.8% of the outstanding common stock, and thus be subject to our charter’s ownership limit.
Some of the factors that could affect our stock price or result in fluctuations in the price or trading volume of our common stock include: • actual or anticipated variations in our quarterly operating results; • changes in our operations or earnings estimates or publication of research reports about us or the industry; • changes in market valuations of similar companies; 74 • adverse market reaction to any increased indebtedness we incur in the future; • additions or departures of key management personnel; • actions by institutional stockholders; • failure to meet and maintain REIT qualification; • speculation in the press or investment community; and • general market and economic conditions.
Some of the factors that could affect our stock price or result in fluctuations in the price or trading volume of our common stock include: • actual or anticipated variations in our quarterly operating results; • changes in our operations or earnings estimates or publication of research reports about us or the industry; • changes in market valuations of similar companies; • adverse market reaction to any increased indebtedness we incur in the future; • additions or departures of key management personnel; • actions by institutional stockholders; 72 • failure to meet and maintain REIT qualification; • speculation in the press or investment community; and • general market and economic conditions.
Furthermore, the election of individuals to our board of directors with a specific agenda could adversely affect our ability to effectively and timely implement our strategic plans. 61 Risks Related to Hotel Investments We are subject to general risks associated with operating hotels.
Furthermore, the election of individuals to our board of directors with a specific agenda could adversely affect our ability to effectively and timely implement our strategic plans. Risks Related to Hotel Investments We are subject to general risks associated with operating hotels.
We contractually engage hotel managers, such as Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons, Hyatt, Accor and our affiliate, Remington Hospitality, which is owned by Ashford Inc., to operate, and to employ the personnel required to operate, our hotels.
We contractually engage hotel managers, such as Marriott (or its affiliates), Hilton (or its affiliates), Four Seasons, Hyatt, and our affiliate, Remington Hospitality, which is owned by Ashford Inc., to operate, and to employ the personnel required to operate, our hotels.
Any of these events could materially and adversely affect our business, our operating results and our prospects. 63 We are subject to risks associated with the employment of hotel personnel, particularly with respect to hotels that employ unionized labor.
Any of these events could materially and adversely affect our business, our operating results and our prospects. We are subject to risks associated with the employment of hotel personnel, particularly with respect to hotels that employ unionized labor.
The IRS could challenge the status of our operating partnership or any other subsidiary partnership in which we own an interest as a partnership for U.S. federal income tax purposes, and a court could sustain such a challenge.
The 71 IRS could challenge the status of our operating partnership or any other subsidiary partnership in which we own an interest as a partnership for U.S. federal income tax purposes, and a court could sustain such a challenge.
Our relationships with Ashford LLC, Ashford Inc., Ashford Trust, Stirling Inc., the other businesses and entities to which Ashford LLC and Ashford Inc. provide management or other services, Mr. Monty J. Bennett, Mr. Archie Bennett, Jr. and with other related parties of Ashford Inc. and Ashford Trust may precipitate such activities.
Our relationships with Ashford LLC, Ashford Inc., Ashford Trust, the other businesses and entities to which Ashford LLC and Ashford Inc. provide management or other services, Mr. Monty J. Bennett, Mr. Archie Bennett, Jr. and with other related parties of Ashford Inc. and Ashford Trust may precipitate such activities.
In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes, and other land use regulations as they may be adopted by governmental agencies and bodies and become 65 applicable to our properties.
In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes, and other land use regulations as they may be adopted by governmental agencies and bodies and become applicable to our properties.
Since the base management fee is subject to this minimum amount and because a portion of such fees are contingent on our performance, the 51 fees we pay to our Advisor may fluctuate over time.
Since the base management fee is subject to this minimum amount and because a portion of such fees are contingent on our performance, the fees we pay to our Advisor may fluctuate over time.
An EIC cannot (i) own more than 35% of the REIT, (ii) be owned more than 35% by persons owning more than 35% of the REIT, or 53 (iii) provide any income to the REIT (i.e., the EIC cannot pay fees to the REIT, and the REIT cannot own any debt or equity securities of the EIC).
An EIC cannot (i) own more than 35% of the REIT, (ii) be owned more than 35% by persons owning more than 35% of the REIT, or (iii) provide any income to the REIT (i.e., the EIC cannot pay fees to the REIT, and the REIT cannot own any debt or equity securities of the EIC).
The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock and 8.25% Series D Cumulative Preferred Stock for each quarter of 2024 and 2023 and for the Company’s Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for each month of 2024 and 2023.
The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock and 8.25% Series D Cumulative Preferred Stock for each quarter of 2025, 2024 and 2023 and for the Company’s Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for each month of 2025, 2024 and 2023.
Our failure to meet the market’s expectations with regard to future earnings and cash distributions likely would adversely affect the market price of our common stock. 75 Our stock repurchase program could increase the volatility of the price of our common stock.
Our failure to meet the market’s expectations with regard to future earnings and cash distributions likely would adversely affect the market price of our common stock. Our stock repurchase program could increase the volatility of the price of our common stock.
Each of our executive officers and one of our directors also serve as employees and/or officers of Ashford LLC. In addition each of our officers, other than Mr. Richard Stockton, and one of our directors serve as officers and/or directors of Ashford Trust. Furthermore, Mr. Monty J.
Each of our executive officers and one of our directors also serve as employees and/or officers of Ashford LLC. In addition each of our officers, other than Mr. Richard 56 Stockton, and one of our directors serve as officers and/or directors of Ashford Trust. Furthermore, Mr. Monty J.
If we reject such an investment opportunity, either 60 Ashford Trust or Remington Hospitality could pursue the opportunity and compete with us. In such a case, Mr. Monty J.
If we reject such an investment opportunity, either Ashford Trust or Remington Hospitality could pursue the opportunity and compete with us. In such a case, Mr. Monty J.
Thomas hotel, owned by our TRS, net of the operating expenses for such hotel properties and, in the case of hotel properties leased by our TRS lessees, rent payments to 70 us.
Thomas hotel, owned by our TRS, net of the operating expenses for such hotel properties and, in the case of hotel properties leased by our TRS lessees, rent payments to us.
As a result, even if revenues at our hotels decline significantly, we will still be required to make minimum monthly payments to Remington Hospitality equal to approximately $17,000 per hotel (increased annually based on consumer price index adjustments), which could adversely impact our liquidity and financial condition.
As a result, even if revenues at our hotels decline significantly, we will still be required to make minimum monthly payments to Remington Hospitality equal to approximately $18,000 per hotel (increased annually based on consumer price index adjustments), which could adversely impact our liquidity and financial condition.
Similarly, pursuant to our hotel management agreement with Remington Hospitality, a subsidiary of Ashford Inc., we pay Remington Hospitality monthly base hotel management fees on a per hotel basis equal to the greater of approximately $17,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues.
Similarly, pursuant to our hotel management agreement with Remington Hospitality, a subsidiary of Ashford Inc., we pay Remington Hospitality monthly base hotel management fees on a per hotel basis equal to the greater of approximately $18,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues.
We have adopted a conflicts of interest policy to address specifically some of the conflicts relating to our activities which requires the approval of a majority of our disinterested directors to approve any transaction, agreement or relationship in which any of our directors or officers, Ashford LLC or its employees, Ashford Trust or Stirling Inc. has an interest.
We have adopted a conflicts of interest policy to address specifically some of the conflicts relating to our activities which requires the approval of a majority of our disinterested directors to approve any transaction, agreement or relationship in which any of our directors or officers, Ashford LLC or its employees or Ashford Trust has an interest.
In addition, we expect to finance future acquisitions through a combination of the use of retained cash flows, property-level debt, and offerings of equity and debt securities, which may result in additional leverage or dilution to our stockholders.
In addition, we would expect to finance any future acquisitions through a combination of the use of retained cash flows, property-level debt, and offerings of equity and debt securities, which may result in additional leverage or dilution to our stockholders.
Our business is significantly influenced by the economies and other conditions in the specific markets in which we operate, particularly in the metropolitan areas where we have high concentrations of hotels. Our hotels are located in the Washington, D.C., San Francisco, Sarasota, Scottsdale, Seattle, Philadelphia, Chicago, Key West, Vail/Beaver Creek, Lake Tahoe, Los Angeles and St. Thomas metropolitan areas.
Our business is significantly influenced by the economies and other conditions in the specific markets in which we operate, particularly in the metropolitan areas where we have high concentrations of hotels. Our hotels are located in the Washington, D.C., Sarasota, Scottsdale, Philadelphia, Chicago, Key West, Vail/Beaver Creek, Lake Tahoe, Los Angeles, San Francisco, Puerto Rico and St. Thomas metropolitan areas.
We expect Premier will also provide design and construction services to us in the future. Conflicts of interest in general and 59 specifically relating to Remington Hospitality and Premier may lead to management decisions that are not in our stockholders’ best interest. As of December 31, 2024, Mr. Monty J.
We expect Premier will also provide design and construction services to us in the future. Conflicts of interest in general and specifically relating to Remington Hospitality and Premier may lead to management decisions that are not in our stockholders’ best interest. As of December 31, 2025, Mr. Monty J.
Furthermore, if the state or federal government seizes a hotel subject to a ground lease under its eminent domain power, we may only be entitled to a portion of any compensation awarded for the seizure. We are increasingly dependent on information technology, and cyber-attacks, security problems or other disruption and expanding social media vehicles present new risks.
Furthermore, if the state or federal government seizes a hotel subject to a ground lease under its eminent domain power, we may only be entitled to a portion of any compensation awarded for the seizure. 52 We are increasingly dependent on information technology, and cyber-attacks, security problems, artificial intelligence-related risks, or other disruption and expanding social media vehicles present new risks.
We own interests in one hotel through a joint venture and we do not have sole decision-making authority regarding this property. In addition, we may continue to co-invest with third parties through partnerships, joint ventures or other entities, acquiring controlling or noncontrolling interests in, or sharing responsibility for, managing the affairs of a property, partnership, joint venture or other entity.
We own an interest in a joint venture and we do not have sole decision-making authority regarding this joint venture. In addition, we may continue to co-invest with third parties through partnerships, joint ventures or other entities, acquiring controlling or noncontrolling interests in, or sharing responsibility for, managing the affairs of a property, partnership, joint venture or other entity.
A class action lawsuit has been filed against one of the Company’s hotel management companies alleging violations of certain California employment laws, which class action affects two hotels owned by subsidiaries of the Company. For more information, see “Item 3.
A class action lawsuit was filed against one of the Company’s hotel management companies alleging violations of certain California employment laws, which class action affects two hotels owned by subsidiaries of the Company. For more information, see “Item 3.
These risks are discussed more fully below and include, but are not limited to, risks related to: • our ability to raise sufficient capital and/or take other actions to improve our liquidity position or otherwise meet our liquidity requirements; • actions by our lenders to accelerate loan balances and foreclose on the hotel properties that are security for our loans if we are unable to make debt service payments or satisfy our other obligations under the forbearance agreements; • general volatility of the capital markets and the market price of our common and preferred stock; • catastrophic events or geopolitical conditions, such as the conflict between Russia and Ukraine and the more recent Israel-Hamas war; • availability, terms and deployment of capital; • unanticipated increases in financing and other costs, including changes in interest rates; • availability of qualified personnel to our advisor; • actual and potential conflicts of interest with Ashford Trust, Ashford Inc. and its subsidiaries (including Ashford LLC, Remington Hospitality and Premier), Stirling Inc. and our executive officers and our non-independent directors; • changes in personnel of Ashford LLC or the lack of availability of qualified personnel; • changes in governmental regulations, accounting rules, tax rates and similar matters; • legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Code”) and related rules, regulations and interpretations governing the taxation of REITs; and • 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.
These risks are discussed more fully below and include, but are not limited to, risks related to: • our ability to raise sufficient capital and/or take other actions to improve our liquidity position or otherwise meet our liquidity requirements; • actions by our lenders to accelerate loan balances and foreclose on the hotel properties that are security for our loans if we are unable to make debt service payments or satisfy our other obligations under the forbearance agreements; • general volatility of the capital markets and the market price of our common and preferred stock; • catastrophic events or geopolitical conditions, such as the conflict between Russia and Ukraine, the Israel-Palestine-Iran conflict and ongoing instability in Venezuela; • availability, terms and deployment of capital; • unanticipated increases in financing and other costs, including changes in interest rates; • availability of qualified personnel to our advisor; • 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; • our ability to complete a potential sale of the Company; 46 • 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; and • 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.
We intend to acquire additional hotel properties in the future. We face significant competition for attractive investment opportunities from other well-capitalized investors, some of which have greater financial resources and greater access to debt and equity capital than we have. This competition increases as investments in real estate become increasingly attractive relative to other forms of investment.
If we acquire additional hotel properties, we face significant competition for attractive investment opportunities from other well-capitalized investors, some of which have greater financial resources and greater access to debt and equity capital than we have. This competition increases as investments in real estate become increasingly attractive relative to other forms of investment.
Any delay or failure on our part to identify, negotiate, finance on favorable terms, consummate and integrate such acquisitions could materially impede our growth. In addition, we expect to compete to sell hotel properties. Availability of capital, the number of hotel properties available for sale and market conditions, all affect prices.
Any delay or failure on our part to identify, negotiate, finance on favorable terms, consummate and integrate such acquisitions could materially impede our growth. In addition, if we were to sell hotel properties, availability of capital, the number of hotel properties available for sale and market conditions, all affect prices.
We have also classified 10,000,000 shares of our authorized preferred stock as Series C Preferred Stock. As of March 10, 2025, no shares of Series C Preferred Stock are issued and outstanding. Our charter allows us to create new series of preferred stock at any time.
We have also classified 10,000,000 shares of our authorized preferred stock as Series C Preferred Stock. As of March 9, 2026, no shares of Series C Preferred Stock are issued and outstanding. Our charter allows us to create new series of preferred stock at any time.
Remington Hospitality, a subsidiary of Ashford Inc., currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville and Cameo Beverly Hills. We expect Remington Hospitality will manage certain of the hotels we acquire in the future. Premier, also a subsidiary of Ashford Inc., currently provides design and construction services to us.
Remington Hospitality, a subsidiary of Ashford Inc., currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville, Cameo Beverly Hills, and Sofitel Chicago Magnificent Mile. We expect Remington Hospitality will manage certain of the hotels we acquire in the future. Premier, also a subsidiary of Ashford Inc., currently provides design and construction services to us.
Bennett, chairman of our board of directors and chairman, chief executive officer and a significant stockholder of Ashford Inc. and Mr. Archie Bennett, Jr. together owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 46.6% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc.
Bennett, chairman of our board of directors and chairman, chief executive officer and a significant stockholder of Ashford Inc. and Mr. Archie Bennett, Jr. together owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 51.9% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc.
As of December 31, 2024, we had approximately $1.2 billion of outstanding indebtedness, including approximately $1.1 billion of variable interest rate debt, and we expect to incur additional indebtedness, including additional variable-rate debt. In the future, we may incur additional indebtedness to finance future hotel acquisitions, capital improvements and development activities and other corporate purposes.
As of December 31, 2025, we had approximately $1.1 billion of outstanding indebtedness, including approximately $1.0 billion of variable interest rate debt, and we expect to incur additional indebtedness, including additional variable-rate debt. In the future, we may incur additional indebtedness to finance future hotel acquisitions, capital improvements and development activities and other corporate purposes.
Higher interest rates have increased our debt payments and such debt payments may remain high. As of December 31, 2024, we had approximately $1.2 billion of outstanding indebtedness, including approximately $1.1 billion of variable interest rate debt, and we expect to incur additional indebtedness, including additional variable-rate debt.
Higher interest rates have increased our debt payments and such debt payments may remain high. As of December 31, 2025, we had approximately $1.1 billion of outstanding indebtedness, including approximately $1.0 billion of variable interest rate debt, and we expect to incur additional indebtedness, including additional variable-rate debt.
Our future success depends, to a significant extent, upon the continued services of Ashford LLC’s management team. In particular, the hotel industry experience of Messrs. Monty J. Bennett, Richard J. Stockton, Alex Rose, Deric S.
Our future success depends, to a significant extent, upon the continued services of Ashford LLC’s management team. In particular, the hotel industry experience of Messrs. Monty J. Bennett, Richard J. Stockton, Jim Plohg, Deric S.
Eight of our hotels currently operate under Marriott or Hilton brands; therefore, we are subject to risks associated with concentrating our portfolio in just two brand families. Eight of our 15 hotels utilize brands owned by Marriott (or its affiliates) or Hilton (or its affiliates).
Seven of our hotels currently operate under Marriott or Hilton brands; therefore, we are subject to risks associated with concentrating our portfolio in just two brand families. Seven of our 13 hotels utilize brands owned by Marriott (or its affiliates) or Hilton (or its affiliates).
We are not required to repurchase shares under the repurchase program, and the board of directors may modify, suspend or terminate the repurchase program at any time for any reason. As of March 10, 2025, we have not repurchased any shares of our common stock under the current $50.0 million repurchase authorization.
We 73 are not required to repurchase shares under the repurchase program, and the board of directors may modify, suspend or terminate the repurchase program at any time for any reason. As of March 9, 2026, we have not repurchased any shares of our common stock under the current $50.0 million repurchase authorization.
We finance our long-term growth and liquidity needs with, among other things, secured and unsecured debt financings having staggered maturities, and use variable-rate debt or a mix of fixed and variable-rate debt as appropriate based on favorable interest rates, principal amortization and other terms.
There is refinancing risk associated with our debt. We finance our long-term growth and liquidity needs with, among other things, secured and unsecured debt financings having staggered maturities, and use variable-rate debt or a mix of fixed and variable-rate debt as appropriate based on 55 favorable interest rates, principal amortization and other terms.
Privacy and information security risks have generally increased in recent years because of the proliferation of new technologies, such as ransomware, and the increased sophistication and activities of perpetrators of cyber-attacks.
Privacy and information security risks have generally increased in recent years because of the proliferation of new technologies, such as ransomware and AI-powered attack tools, and the increased sophistication and activities of perpetrators of cyber-attacks.
Hotel renovation and development involves substantial risks, including: • construction cost overruns and delays; • the disruption of operations at, displacement of revenue at, and damage to operating hotels, including revenue lost while rooms, restaurants or meeting space under renovation are out of service; • increases in operating costs at our hotels, to the extent they rely on portions of development sites for hotel operations; • the cost of funding renovations or developments and inability to obtain financing on attractive terms; • the return on our investment in these capital improvements or developments failing to meet expectations; • inability to obtain all necessary zoning, land use, building, occupancy, and construction permits; • loss of substantial investment in a development project if a project is abandoned before completion; • environmental problems; • disputes with franchisors or hotel managers regarding compliance with relevant franchise agreements or management agreements: and • development related liabilities, such as claims for design/construction defects. 62 If we have insufficient cash flow from operations to fund needed capital expenditures, then we will need to borrow, sell assets or sell additional equity securities to fund future capital improvements.
Hotel renovation and development involves substantial risks, including: • construction cost overruns and delays; • the disruption of operations at, displacement of revenue at, and damage to operating hotels, including revenue lost while rooms, restaurants or meeting space under renovation are out of service; • increases in operating costs at our hotels, to the extent they rely on portions of development sites for hotel operations; • the cost of funding renovations or developments and inability to obtain financing on attractive terms; • the return on our investment in these capital improvements or developments failing to meet expectations; • inability to obtain all necessary zoning, land use, building, occupancy, and construction permits; • loss of substantial investment in a development project if a project is abandoned before completion; • environmental problems; • disputes with franchisors or hotel managers regarding compliance with relevant franchise agreements or management agreements: and • development related liabilities, such as claims for design/construction defects.
If our banks enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened and could have a material adverse effect on our business and financial condition.
If our banks enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened and could have a material adverse effect on our business and financial condition. 47 We may not pay dividends on our common stock or preferred stock in the future.
Ashford LLC and our hotel managers may purchase some of our information technology from vendors, on whom our systems will depend, and Ashford LLC relies on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential operator and other customer information. We depend upon the secure transmission of this information over public networks.
Ashford LLC and our hotel managers may purchase some of our information technology from vendors, on whom our systems will depend, and Ashford LLC relies on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential operator and other customer information.
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 4,395,281 shares of Ashford Inc. common stock, which if converted as of December 31, 2024 would have increased the Bennetts’ ownership interest in Ashford Inc. to 84.9%.
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 4,573,359 shares of Ashford Inc. common stock, which if converted as of December 31, 2025 would have increased the Bennetts’ ownership 57 interest in Ashford Inc. to 87.8%.
Despite these steps, there can be no assurance that we will not suffer a significant data security incident in the future, that unauthorized parties will not gain access to sensitive data stored on our systems or that any such incident will be discovered in a timely manner.
Despite these steps, there can be no assurance that we will not suffer a significant data security incident in the future, that unauthorized parties will not gain access to sensitive data stored on our systems, that AI systems we or our vendors use will perform as intended without error or bias, or that any such incident will be discovered in a timely manner.
Economic conditions may be affected by numerous factors, including but not limited to, the pace of economic growth and/or recessionary concerns, inflation, increases in the levels of unemployment, energy prices, tariffs and trade barriers, changes in currency exchange rates, uncertainty about government fiscal and tax policy, geopolitical events, the regulatory environment and the availability of credit and interest rates.
Economic conditions may be affected by numerous factors, including but not limited to, the pace of economic growth and/or recessionary pressures, inflation, increases in unemployment levels, energy prices, tariffs and trade barriers, changes in currency exchange rates, uncertainty regarding government fiscal, monetary, and tax policy, geopolitical events, regulatory developments, changes in U.S. foreign policy and the availability and cost of credit and interest rates.
Cash is not distributed to us at any time after the cash trap provisions have been triggered until we have cured performance issues. This could affect our liquidity and our ability to make distributions to our stockholders.
Cash is not distributed to us at any time after the cash trap provisions have been triggered until we have cured performance issues. This could affect our liquidity and our ability to make distributions to our stockholders. If we are not able to make distributions to our stockholders, we may not qualify as a REIT.
The Company paid a quarterly cash dividend of $0.05 per share for the Company’s common stock for each of 2023 and 2024, or $0.20 per share on an annualized basis. On December 10, 2024, our board of directors approved the Company’s dividend policy for 2025.
The Company paid a quarterly cash dividend of $0.05 per share for the Company’s common stock for each of 2025, 2024 and 2023, or $0.20 per share on an annualized basis.
Our hotel properties compete on the basis of location, room rates, quality, amenities, service levels, reputation and reservations systems, among many factors. There are many competitors in the luxury segments, and many of these competitors may have substantially greater marketing and financial resources than we have. This competition could reduce occupancy levels and rooms revenue at our hotels.
The luxury segments of the hotel business are highly competitive. Our hotel properties compete on the basis of location, room rates, quality, amenities, service levels, reputation and reservations systems, among many factors. There are many competitors in the luxury segments, and many of these competitors may have substantially greater marketing and financial resources than we have.
Because economic conditions in the United States may affect demand within the hospitality industry, current and future economic conditions in the United States, including slower growth, stock market volatility and recession fears, could have a material adverse impact on our earnings and financial condition.
Because economic conditions in the United States may affect demand within the hospitality industry, current and future economic conditions in the United States, including slower economic growth, stock market volatility, heightened inflationary pressures, recessionary concerns, or reduced consumer spending could have a material adverse impact on our earnings and financial condition.
Under our advisory agreement, Ashford LLC is entitled to receive a monthly base fee in an amount equal to 1/12th of the sum of (i) 0.70% of the total market capitalization of our company for the prior month, and (ii) the Net Asset Fee Adjustment, which is defined in the advisory agreement to include our indebtedness and other factors.
These conditions could adversely affect our financial position, results of operations, and cash flows or the market price of our stock. 54 Under our advisory agreement, Ashford LLC is entitled to receive a monthly base fee in an amount equal to 1/12th of the sum of (i) 0.70% of the total market capitalization of our company for the prior month, and (ii) the Net Asset Fee Adjustment, which is defined in the advisory agreement to include our indebtedness and other factors.
Adverse economic developments in the markets in which we have a concentration of hotels, or in any of the other markets in which we operate, or any increase in hotel supply or decrease in lodging demand resulting from the local, regional or national business climate, could adversely affect our business, operating results and prospects. 50 Our investments are concentrated in the hotel industry, and our business would be adversely affected by an economic downturn in that sector.
Adverse economic developments in the markets in which we have a concentration of hotels, or in any of the other markets in which we operate, or any increase in hotel supply or decrease in lodging demand resulting from the local, regional or national business climate, could adversely affect our business, operating results and prospects.
As a result, we may have to reduce distributions or enter into short-term borrowings in certain quarters in order to make distributions to our stockholders. Such borrowings may not be available on favorable terms, if at all.
Our cash flows may not be sufficient to offset any shortfalls that occur as a result of these fluctuations. As a result, we may have to reduce distributions or enter into short-term borrowings in certain quarters in order to make distributions to our stockholders. Such borrowings may not be available on favorable terms, if at all.
As such, our investment portfolio will likely contain investments concentrated in a single industry and may not be fully diversified by asset class, geographic region or other criteria, which will expose us to significant loss due to concentration risk.
To the extent we seek additional investments, we would expect that they will generally be in lodging-related entities. As such, our investment portfolio will likely contain investments concentrated in a single industry and may not be fully diversified by asset class, geographic region or other criteria, which will expose us to significant loss due to concentration risk.
During the fiscal year ended December 31, 2024, our high common stock price was $3.95 and the low common stock price was $1.79.
During the fiscal year ended December 31, 2025, our high common stock price was $3.28 and the low common stock price was $1.80.
It is possible that future legislation would result in a REIT having fewer advantages, and it could become more advantageous for a company that invests in real estate to elect to be taxed, for U.S. federal income tax purposes, as a corporation. 73 If our operating partnership failed to qualify as a partnership for U.S. federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.
It is possible that future legislation would result in a REIT having fewer advantages, and it could become more advantageous for a company that invests in real estate to elect to be taxed, for U.S. federal income tax purposes, as a corporation.
Until its spin-off on November 12, 2014, Ashford LLC was a subsidiary of Ashford Trust, a publicly-traded hotel REIT, with investment objectives that are similar to ours.
Ashford LLC was a subsidiary of Ashford Trust until its spin-off and may be able to direct attractive investment opportunities to Ashford Trust and away from us. Until its spin-off on November 12, 2014, Ashford LLC was a subsidiary of Ashford Trust, a publicly-traded hotel REIT, with investment objectives that are similar to ours.
Our fiduciary duties as the general partner of our operating partnership could create conflicts of interest, which may impede business decisions that could benefit our stockholders. As the general partner of our operating partnership, we have fiduciary duties to the other limited partners in our operating partnership, the discharge of which may conflict with the interests of our stockholders.
As the general partner of our operating partnership, we have fiduciary duties to the other limited partners in our operating partnership, the discharge of which may conflict with the interests of our stockholders.
In addition, if environmental liabilities are discovered during the underwriting of the insurance policies for any property that we acquire in the future, we may be unable to obtain insurance coverage for the liabilities at commercially reasonable rates or at all. We may experience losses as a result of any of these events.
Our environmental insurance policies may not provide sufficient coverage for any environmental liabilities at our properties. In addition, if environmental liabilities are discovered during the underwriting of the insurance policies for any property that we acquire in the future, we may be unable to obtain insurance coverage for the liabilities at commercially reasonable rates or at all.
Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, its share of our operating partnership’s income.
As a partnership, our operating partnership is not subject to U.S. federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, its share of our operating partnership’s income.
More specifically, in addition to experiencing reduced demand for business and leisure travel because of a slow-down in the general economy, we could be harmed by disruptions resulting from tighter credit markets or by illiquidity resulting from an inability to access credit markets to obtain cash to support operations or make distributions to our stockholders as a result of global or international developments.
More specifically, in addition to experiencing reduced demand for business and leisure travel because of a slow-down in the general economy, we could be harmed by disruptions resulting from tighter credit markets or by illiquidity resulting from an inability to access credit markets to obtain cash to support operations or make distributions to our stockholders as a result of global or international developments. 48 We invest in the luxury segments of the lodging market, which are highly competitive and generally subject to greater volatility than most other market segments and could negatively affect our profitability.
Our officers and certain of our directors may also be key officers or directors of such future entities or their affiliates and may have ownership interests in such entities.
Our officers and certain of our directors may also be key officers or directors of such future entities or their affiliates and may have ownership interests in such entities. Any such positions or interests could present additional conflicts of interest for our officers and certain of our directors.
Our managers, including Remington Hospitality and unaffiliated third-party managers, are responsible for hiring and maintaining the labor force at each of our hotels. Although we do not directly employ or manage employees at our hotels, we still are subject to many of the costs and risks generally associated with the hotel labor force, particularly at those hotels with unionized labor.
Although we do not directly employ or manage employees at our hotels, we still are subject to many of the costs and risks generally associated with the hotel labor force, particularly at those hotels with 61 unionized labor.
In addition, the use of social media could cause us to suffer brand damage or information leakage. Negative posts or comments about us, our hotel managers or our hotels on any social networking website could damage our or our hotels’ reputations. In addition, employees or others might disclose non-public sensitive information relating to our business through external media channels.
In addition, the use of social media or AI technologies could cause us to suffer brand damage or information leakage. Negative posts or comments about us, our hotel managers or our hotels on any social networking website could damage our or our hotels’ reputations.
We are parties to hotel management agreements under which unaffiliated third-party hotel managers manage our hotels. We have also entered into a master hotel management agreement with Remington Hospitality, a subsidiary of Ashford Inc., pursuant to which Remington Hospitality currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville and the Cameo Beverly Hills.
We have also entered into a master hotel management agreement with Remington Hospitality, a subsidiary of Ashford Inc., pursuant to which Remington Hospitality currently manages the Pier House Resort & Spa, the Bardessono Hotel and Spa, Hotel Yountville, Cameo Beverly Hills, and Sofitel Chicago Magnificent Mile.
Tax increases and changes in tax rules may adversely affect our financial results. As a company conducting business with physical operations throughout North America, we are exposed, both directly and indirectly, to the effects of changes in U.S., state and local tax rules.
As a company conducting business with physical operations throughout North America, we are exposed, both directly and indirectly, to the effects of changes in U.S., state and local tax rules. Taxes for financial reporting purposes and cash tax liabilities in the future may be adversely affected by changes in such tax rules.
Over-building in the lodging industry may increase the number of rooms available and may decrease occupancy and room rates. In addition, in periods of weak demand, as may occur during a general economic recession, our profitability may be negatively affected by the relatively high fixed costs of operating luxury hotels.
In addition, in periods of weak demand, as may occur during a general economic recession, our profitability may be negatively affected by the relatively high fixed costs of operating luxury hotels.
Certain of our hotels are located in areas that may be subject to extreme weather conditions, including, but not limited to, hurricanes, floods, tornados, fires and winter storms in the United States and the Caribbean. Such extreme weather conditions may interrupt our operations, damage our hotels, and reduce the number of guests who visit our hotels in such areas.
Our properties are susceptible to extreme weather conditions, which may cause property damage or interrupt business, which could harm our business and results of operations. Certain of our hotels are located in areas that may be subject to extreme weather conditions, including, but not limited to, hurricanes, floods, tornados, fires and winter storms in the United States and the Caribbean.
Bennett, chairman of our board, in his capacity as chairman and chief executive officer of Ashford Trust could be in a position of directly competing with us, and Remington Hospitality may compete with us with respect to certain investments that we may want to acquire.
Bennett, chairman of our board, in his capacity as chairman and chief executive officer of Ashford Trust could be in a position of directly competing with us, and Remington Hospitality may compete with us with respect to certain investments that we may want to acquire. 58 Our fiduciary duties as the general partner of our operating partnership could create conflicts of interest, which may impede business decisions that could benefit our stockholders.

… 103 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−1 removed9 unchanged
Biggest changeThe Chief Technology Officer of Remington Hospitality reviews weekly reports that contain an overview of the activity in the department, any United States Computer Emergency Readiness Team alerts processed and all findings from the preventative maintenance tools. The Chief Technology Officer provides such report to the Chief Financial Officer on a quarterly basis.
Biggest changeThe Executive Vice President of Technology for Remington Hospitality reviews weekly reports that contain an overview of the activity in the department, any United States Computer Emergency Readiness Team alerts processed and all findings from the preventative maintenance tools. The Executive Vice President of Technology provides such report to the Executive Vice President of Asset Management on a quarterly basis.
A Cyber Incident Response Team comprised of Ashford Inc. and Remington Hospitality employees meets bi-weekly to review incidents that have occurred and/or impacted the Company’s electronic assets.
A Cyber Incident Response Team comprised of Ashford Inc. and Remington Hospitality employees meet monthly to review incidents that have occurred and/or impacted the Company’s electronic assets.
Management provided by Ashford Inc. is ultimately responsible for assessing and managing the Company’s cybersecurity risk. The information security program is overseen by the Chief Financial Officer of Ashford Inc. and the Chief Technology Officer for Remington Hospitality.
Management provided by Ashford Inc. is ultimately responsible for assessing and managing the Company’s cybersecurity risk. The information security program is overseen by the Executive Vice President of Asset Management for Ashford Inc. and the Executive Vice President of Technology for Remington Hospitality.
Removed
The board of directors will also be provided an overview of the information security program on an annual basis, including updates on Remington Hospitality’s IT team, IT training, implementation, IT controls, cybersecurity testing, the incident response process and the cybersecurity assets of the Company.

Item 2. Properties

Properties — owned and leased real estate

7 edited+0 added−0 removed0 unchanged
Biggest changeThomas, USVI 180 100 % 180 63.79 % 1,071.81 683.69 Park Hyatt Beaver Creek Resort & Spa Beaver Creek, CO 193 100 % 193 56.51 % 602.93 340.71 Hotel Yountville Yountville, CA 80 100 % 80 59.76 % 648.50 387.53 The Ritz-Carlton Sarasota Sarasota, FL 276 100 % 276 62.46 % 580.22 362.38 The Ritz-Carlton Lake Tahoe (1) Truckee, CA 170 100 % 170 52.16 % 761.68 397.33 Cameo Beverly Hills (2) Los Angeles, CA 143 100 % 143 66.95 % 274.33 183.67 The Ritz-Carlton Reserve Dorado Beach (3) Dorado, Puerto Rico 96 100 % 96 57.54 % 2,239.48 1,288.64 Four Seasons Resort Scottsdale Scottsdale, AZ 210 100 % 210 53.76 % 888.24 477.54 Ground Lease Property (4) Bardessono Hotel and Spa (5) Yountville, CA 65 100 % 65 60.96 % 1,016.30 619.52 Total 3,807 3,667 67.00 % $ 465.21 $ 311.68 ________ (1) The above information does not include the operations of the voluntary rental program with respect to condominium units not owned by the Company.
Biggest changeThomas, USVI 180 100 % 180 60.60 % 1,060.23 642.45 Park Hyatt Beaver Creek Resort & Spa Beaver Creek, CO 193 100 % 193 47.03 % 691.30 325.12 Hotel Yountville Yountville, CA 80 100 % 80 54.34 % 638.09 346.75 The Ritz-Carlton Sarasota Sarasota, FL 276 100 % 276 65.88 % 554.04 365.00 The Ritz-Carlton Lake Tahoe (2) Truckee, CA 170 100 % 170 54.09 % 758.59 410.31 Cameo Beverly Hills (3) Los Angeles, CA 143 100 % 143 52.63 % 280.09 147.41 The Ritz-Carlton Reserve Dorado Beach (4) Dorado, Puerto Rico 96 100 % 96 67.48 % 2,195.81 1,481.67 Four Seasons Resort Scottsdale Scottsdale, AZ 210 100 % 210 60.22 % 867.26 522.22 Ground Lease Property (5) Bardessono Hotel and Spa (6) Yountville, CA 65 100 % 65 67.15 % 965.02 648.00 Total 3,028 3,028 67.37 % $ 410.00 $ 276.21 ________ (1) The hotel was 75% majority owned by Braemar through November 2025.
Thirteen of our hotel properties are located in the United States, one is located in Puerto Rico, one is located in the U.S. Virgin Islands.
Eleven of our hotel properties are located in the United States, one is located in Puerto Rico and one is located in the U.S. Virgin Islands.
Properties Offices We lease our headquarters located at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254. 76 Hotel Properties As of December 31, 2024, we held ownership interests in 15 hotel properties that were included in our consolidated operations, which included direct ownership in 14 hotel properties and 75% ownership in one hotel property through equity investments with our partner.
Item 2. Properties Offices We lease our headquarters located at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254. 75 Hotel Properties As of December 31, 2025, we held ownership interests in 13 hotel properties that were included in our consolidated operations, which included direct ownership in 13 hotel properties.
(2) Includes 138 hotel rooms and five residences adjacent to the hotel. On August 1, 2023, the Company announced the rebranding and planned conversion of its Mr. C Beverly Hills in Los Angeles, California to the Cameo Beverly Hills.
(2) The above information does not include the operations of the voluntary rental program with respect to condominium units not owned by the Company. (3) Includes 138 hotel rooms and five residences adjacent to the hotel. On August 1, 2023, the Company announced the rebranding and planned conversion of the hotel to the Cameo Beverly Hills.
Following an extensive renovation, which is expected to be completed by the end of 2025, the hotel will join LXR Hotels & Resorts. (3) The above information does not include the operations of the voluntary rental program with respect to residential units not owned by the Company.
In December 2025, after an extensive renovation was completed, the hotel joined LXR Hotels & Resorts. (4) The above information does not include the operations of the voluntary rental program with respect to residential units not owned by the Company. (5) Some of our hotel properties are on land subject to ground leases, one of which covers the entire property.
The following table presents certain information related to our hotel properties as of December 31, 2024: Hotel Property Location Total Rooms % Owned Owned Rooms Occupancy ADR RevPAR Fee Simple Properties Capital Hilton Washington, D.C. 559 75 % 419 78.64 % $ 262.26 $ 206.23 Marriott Seattle Waterfront Seattle, WA 369 100 % 369 72.96 % 307.67 224.48 The Notary Hotel Philadelphia, PA 499 100 % 499 66.99 % 234.09 156.83 The Clancy San Francisco, CA 410 100 % 410 66.29 % 301.79 200.05 Sofitel Chicago Magnificent Mile Chicago, IL 415 100 % 415 72.54 % 253.68 184.01 Pier House Resort & Spa Key West, FL 142 100 % 142 71.36 % 621.36 443.41 The Ritz-Carlton St.
The following table presents certain information related to our hotel properties as of December 31, 2025: Hotel Property Location Total Rooms % Owned Owned Rooms Occupancy ADR RevPAR Fee Simple Properties Capital Hilton (1) Washington, D.C. 559 100 % 559 74.32 % $ 273.86 $ 203.54 The Notary Hotel Philadelphia, PA 499 100 % 499 65.16 % 229.99 149.86 Sofitel Chicago Magnificent Mile Chicago, IL 415 100 % 415 69.83 % 261.73 182.76 Pier House Resort & Spa Key West, FL 142 100 % 142 74.09 % 607.54 450.15 The Ritz-Carlton St.
(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.
(6) The initial ground lease expires in 2065. The ground lease contains two 25-year extension options, at our election.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

5 edited+1 added−4 removed11 unchanged
Biggest changeOn February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks. A tentative settlement has been reached subject to the respective parties obtaining various approvals. As of December 31, 2024, the estimated settlement liability amount has been accrued.
Biggest changeOn 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.
If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods. Item 4. Mine Safety Disclosures None. 78 PART II
If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods. Item 4. Mine Safety Disclosures None. 77 PART II
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 December 31, 2024. 77 On August 4, 2020, a lawsuit, Benjamin Zermeno v.
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 December 31, 2025.
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.
As of December 31, 2025, the settlement liability amount has been accrued. On June 8, 2022, a lawsuit was filed against various Hilton entities on behalf of a class of all hourly employees at all Hilton-branded managed properties in California, including Hilton La Jolla Torrey Pines.
A tentative settlement was reached subject to the parties finalizing the agreement and court approval. As of December 31, 2024, the estimated settlement liability amount has been accrued. We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated.
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 December 31, 2025, the settlement liability amount has been accrued. We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated.
Removed
During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain personal information. We have completed an investigation and have identified certain information that may have been exposed and notified potentially impacted individuals pursuant to applicable state guidelines. All systems have been restored.
Added
The Court granted a motion for preliminary approval of the settlement on October 27, 2025, and a hearing on a motion for final approval is set for April 20, 2026. 76 On August 4, 2020, a lawsuit, Benjamin Zermeno v.
Removed
In February of 2024, two class action lawsuits were filed, one in the U.S. District Court for the Northern District of Texas and a second in the 68th District Court for Dallas County related to the cyber incident. The lawsuit filed in the 68th District Court was subsequently dismissed and refiled in the U.S.
Removed
District Court for the Northern District of Texas. On March 12, 2024, the court ordered the two cases be consolidated. The consolidated case is currently pending in the U.S. District Court for the Northern District of Texas. The parties have reached an agreement, subject to final Court approval, to resolve the class action suit.
Removed
The amount of the class settlement is approximately $485,000. Ashford Inc. expects the entire settlement amount to be reimbursed through insurance coverage. The hearing for final Court approval of the settlement is scheduled for August 27, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+1 added−4 removed9 unchanged
Biggest changeDistributions paid per share were characterized as follows: 2024 2023 2022 Amount % Amount % Amount % Common Stock (cash): Ordinary taxable dividend $ — — % $ — — % $ 0.0300000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution — — % — — % — — % Return of capital 0.2000000 100.00000 % 0.2000000 100.00000 % — — % Total $ 0.2000000 (1) 100.00000 % $ 0.2000000 (1) 100.00000 % $ 0.0300000 (1) 100.00000 % Preferred Stock – Series B: Ordinary taxable dividend $ — — % $ 0.1781351 12.95340 % $ 1.3752000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.0383956 75.50870 % — — % — — % Return of capital 0.3368044 24.49130 % 1.1970649 87.04660 % — — % Total $ 1.3752000 (1) 100.00000 % $ 1.3752000 (1) 100.00000 % $ 1.3752000 (1) 100.00000 % 79 2024 2023 2022 Amount % Amount % Amount % Preferred Stock – Series D: Ordinary taxable dividend $ — — % $ 0.2671508 12.95340 % $ 2.0624000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5572914 75.50870 % — — % — — % Return of capital 0.5051086 24.49130 % 1.7952492 87.04660 % — — % Total $ 2.0624000 (1) 100.00000 % $ 2.0624000 (1) 100.00000 % $ 2.0624000 (1) 100.00000 % Preferred Stock – Series E: Ordinary taxable dividend $ — — % $ 0.2475692 12.95340 % $ 1.9732000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.4157881 75.50870 % — — % — — % Return of capital 0.4592119 24.49130 % 1.6636608 87.04660 % — — % Total $ 1.8750000 (1) (4) 100.00000 % $ 1.9112300 (1) (3) 100.00000 % $ 1.9732000 (1) (2) 100.00000 % Preferred Stock – Series M (CUSIP #10482B705): Ordinary taxable dividend $ — — % $ 0.2701249 12.95340 % $ 2.0621000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5935356 75.50870 % — — % — — % Return of capital 0.5168644 24.49130 % 1.8152351 87.04660 % — — % Total $ 2.1104000 (1) (4) 100.00000 % $ 2.0853600 (1) (3) 100.00000 % $ 2.0621000 (1) (2) 100.00000 % Preferred Stock – Series M (CUSIP #10482B887): Ordinary taxable dividend $ — — % $ 0.2693166 12.95340 % $ 2.0538000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5888239 75.50870 % — — % — — % Return of capital 0.5153361 24.49130 % 1.8098034 87.04660 % — — % Total $ 2.1041600 (1) (4) 100.00000 % $ 2.0791200 (1) (3) 100.00000 % $ 2.0538000 (1) (2) 100.00000 % Preferred Stock – Series M (CUSIP #10482B796): Ordinary taxable dividend $ — — % $ 0.2685057 12.95340 % $ 1.8788000 100.00000 % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5841121 75.50870 % — — % — — % Return of capital 0.5138079 24.49130 % 1.8043000 87.04660 % — — % Total $ 2.0979200 (1) (4) 100.00000 % $ 2.0728057 (1) (3) 100.00000 % $ 1.8788000 (1) (2) 100.00000 % Preferred Stock – Series M (CUSIP #10482B861): Ordinary taxable dividend $ — — % $ 0.2676897 12.95340 % $ — — % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5794004 75.50870 % — — % — — % Return of capital 0.5122796 24.49130 % 1.7988703 87.04660 % — — % Total $ 2.0916800 (1) (4) 100.00000 % $ 2.0665600 (1) (3) 100.00000 % $ — — % Preferred Stock – Series M (CUSIP #10482B770): Ordinary taxable dividend $ — — % $ 0.2668775 12.95340 % $ — — % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5746886 75.50870 % — — % — — % Return of capital 0.5107514 24.49130 % 1.7934125 87.04660 % — — % Total $ 2.0854400 (1) (4) 100.00000 % $ 2.0602900 (1) (3) 100.00000 % $ — — % Preferred Stock – Series M (CUSIP #10482B846): Ordinary taxable dividend $ — — % $ 0.2660653 12.95340 % $ — — % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5699769 75.50870 % — — % — — % Return of capital 0.5092231 24.49130 % 1.7879000 87.04660 % — — % Total $ 2.0792000 (1) (4) 100.00000 % $ 2.0539653 (1) (3) 100.00000 % $ — — % Preferred Stock – Series M (CUSIP #10482B820): Ordinary taxable dividend $ — — % $ 0.2433000 12.95340 % $ — — % Unrecaptured 1250 gain — — % — — % — — % Capital gain distribution 1.5652576 75.50870 % — — % — — % Return of capital 0.5076924 24.49130 % 1.6356405 87.04660 % — — % Total $ 2.0729500 (1) (4) 100.00000 % $ 1.8789405 (1) (3) 100.00000 % $ — — % ____________________ (1) The fourth quarter 2021 distributions paid January 18, 2022 to stockholders of record as of December 31, 2021 are treated as 2022 distributions for tax purposes.
Biggest changeDistributions paid per share were characterized as follows: 2025 2024 2023 Amount Amount Amount Common Stock (cash): Ordinary taxable dividend $ — $ — $ — Unrecaptured 1250 gain — — — Capital gain distribution — — — Return of capital 0.2000000 0.2000000 0.2000000 Total $ 0.2000000 (1) $ 0.2000000 (1) $ 0.2000000 (1) 78 2025 2024 2023 Amount Amount Amount Preferred Stock – Series B: Ordinary taxable dividend $ — $ — $ 0.1781351 Unrecaptured 1250 gain — — — Capital gain distribution — 1.0383956 — Return of capital 0.1375200 0.3368044 1.1970649 Total $ 0.1375200 (1) $ 1.3752000 (1) $ 1.3752000 (1) Preferred Stock – Series D: Ordinary taxable dividend $ — $ — $ 0.2671508 Unrecaptured 1250 gain — — — Capital gain distribution — 1.5572914 — Return of capital 2.0624000 0.5051086 1.7952492 Total $ 2.0624000 (1) $ 2.0624000 (1) $ 2.0624000 (1) Preferred Stock – Series E: Ordinary taxable dividend $ — $ — $ 0.2475692 Unrecaptured 1250 gain — — — Capital gain distribution — 1.4157881 — Return of capital 1.8750000 0.4592119 1.6636608 Total $ 1.8750000 (1) (4) $ 1.8750000 (1) (3) $ 1.9112300 (1) (2) Preferred Stock – Series M (CUSIP #10482B705): Ordinary taxable dividend $ — $ — $ 0.2701249 Unrecaptured 1250 gain — — — Capital gain distribution — 1.5935356 — Return of capital 2.1354100 0.5168644 1.8152351 Total $ 2.1354100 (1) (4) $ 2.1104000 (1) (3) $ 2.0853600 (1) (2) Preferred Stock – Series M (CUSIP #10482B887): Ordinary taxable dividend $ — $ — $ 0.2693166 Unrecaptured 1250 gain — — — Capital gain distribution — 1.5888239 — Return of capital 2.1291400 0.5153361 1.8098034 Total $ 2.1291400 (1) (4) $ 2.1041600 (1) (3) $ 2.0791200 (1) (2) Preferred Stock – Series M (CUSIP #10482B796): Ordinary taxable dividend $ — $ — $ 0.2685057 Unrecaptured 1250 gain — — — Capital gain distribution — 1.5841121 — Return of capital 2.1228800 0.5138079 1.8043000 Total $ 2.1228800 (1) (4) $ 2.0979200 (1) (3) $ 2.0728057 (1) (2) Preferred Stock – Series M (CUSIP #10482B861): Ordinary taxable dividend $ — $ — $ 0.2676897 Unrecaptured 1250 gain — — — Capital gain distribution — 1.5794004 — Return of capital 2.1166400 0.5122796 1.7988703 Total $ 2.1166400 (1) (4) $ 2.0916800 (1) (3) $ 2.0665600 (1) (2) Preferred Stock – Series M (CUSIP #10482B770): Ordinary taxable dividend $ — $ — $ 0.2668775 Unrecaptured 1250 gain — — — Capital gain distribution — 1.5746886 — Return of capital 2.1104000 0.5107514 1.7934125 Total $ 2.1104000 (1) (4) $ 2.0854400 (1) (3) $ 2.0602900 (1) (2) 79 2025 2024 2023 Amount Amount Amount Preferred Stock – Series M (CUSIP #10482B846): Ordinary taxable dividend $ — $ — $ 0.2660653 Unrecaptured 1250 gain — — — Capital gain distribution — 1.5699769 — Return of capital 2.1041600 0.5092231 1.7879000 Total $ 2.1041600 (1) (4) $ 2.0792000 (1) (3) $ 2.0539653 (1) (2) Preferred Stock – Series M (CUSIP #10482B820): Ordinary taxable dividend $ — $ — $ 0.2433000 Unrecaptured 1250 gain — — — Capital gain distribution — 1.5652576 — Return of capital 2.0979200 0.5076924 1.6356405 Total $ 2.0979200 (1)(4) $ 2.0729500 (1) (3) $ 1.8789405 (1) (2) ____________________ (1) The distributions paid January 17, 2023 to stockholders of record as of December 30, 2022 are treated as 2023 distributions for tax purposes.
Distributions and Our Distribution Policy The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock, 8.25% Series D Cumulative Preferred Stock, Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for each quarter of 2024 in amounts that such holders of our preferred stock are entitled to receive.
Distributions and Our Distribution Policy The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock, 8.25% Series D Cumulative Preferred Stock, Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for each quarter of 2025 in amounts that such holders of our preferred stock are entitled to receive.
The fourth quarter 2024 distributions paid January 15, 2025 to stockholders of record as of December 31, 2024 are treated as 2025 distributions for tax purposes. (2) Distributions per share reflects the annual rate per share for distributions reportable in 2022. (3) Distributions per share reflects the annual rate per share for distributions reportable in 2023.
The fourth quarter 2025 distributions paid January 15, 2026 to stockholders of record as of December 31, 2025 are treated as 2026 distributions for tax purposes. (2) Distributions per share reflects the annual rate per share for distributions reportable in 2023. (3) Distributions per share reflects the annual rate per share for distributions reportable in 2024.
The following table provides the information with respect to purchases of our common stock during each of the months in the quarter ended December 31, 2024: 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: October 1 to October 31 — — — $ 50,000,000 November 1 to November 30 — — — $ 50,000,000 December 1 to December 31 — — — $ 50,000,000 Total — — — 81 Performance Graph The following graph compares the percentage change in the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Stock Index and the FTSE NAREIT Lodging & Resorts Index for the period from December 31, 2019 through December 31, 2024, assuming an initial investment of $100 in stock on December 31, 2019 with reinvestment of dividends.
The following table provides the information with respect to purchases of our common stock during each of the months in the quarter ended December 31, 2025: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan Common stock: October 1 to October 31 — — — $ 50,000,000 November 1 to November 30 — — — $ 50,000,000 December 1 to December 31 — — — $ 50,000,000 Total — — — 80 Performance Graph The following graph compares the percentage change in the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Stock Index and the FTSE NAREIT Lodging & Resorts Index for the period from December 31, 2020 through December 31, 2025, assuming an initial investment of $100 in stock on December 31, 2020 with reinvestment of dividends.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Braemar Hotels & Resorts Inc., the S&P Index and the FTSE NAREIT Lodging & Resorts Index 82 Item 6. Reserved
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Braemar Hotels & Resorts Inc., the S&P Index and the FTSE NAREIT Lodging & Resorts Index 81 Item 6. Reserved
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price and Dividend Information Our common stock is listed and traded on the NYSE under the symbol “BHR.” On March 10, 2025, there were 529 holders of record.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price and Dividend Information Our common stock is listed and traded on the NYSE under the symbol “BHR.” On March 9, 2026, there were 514 holders of record.
The Board’s authorization replaced any previous repurchase authorizations. As of December 31, 2024, the Company has not repurchased any common stock pursuant to this program.
The board of directors’ authorization replaced any previous repurchase authorizations. As of December 31, 2025, the Company has not repurchased any common stock pursuant to this program.
The distributions paid January 17, 2023 to stockholders of record as of December 30, 2022 are treated as 2023 distributions for tax purposes. The fourth quarter 2023 distributions paid January 16, 2024 to stockholders of record as of December 29, 2023 are treated as 2024 distributions for tax purposes.
The fourth quarter 2023 distributions paid January 16, 2024 to stockholders of record as of December 29, 2023 are treated as 2024 distributions for tax purposes. The fourth quarter 2024 distributions paid January 15, 2025 to stockholders of record as of December 31, 2024 are treated as 2025 distributions for tax purposes.
Our board of directors declared quarterly cash dividends of $0.05 per diluted share for the Company’s common stock for each quarter of 2024. On December 10, 2024, our board of directors approved the Company’s dividend policy for 2025.
Our board of directors declared quarterly cash dividends of $0.05 per diluted share for the Company’s common stock for each quarter of 2025.
The Company expects to pay a quarterly cash dividend of $0.05 per share for the Company’s common stock for 2025, or $0.20 per share on an annualized basis. The approval of our dividend policy does not commit our board of directors to declare future dividends with respect to any quantity or the amount thereof.
The approval of our dividend policy does not commit our board of directors to declare future dividends with respect to any quantity or the amount thereof. The board of directors will continue to review its dividend policy on a quarter-to-quarter basis.
(4) Distributions per share reflects the annual rate per share for distributions reportable in 2024. 80 Equity Compensation Plan Information The following table sets forth certain information with respect to securities authorized and available for issuance under our equity compensation plans.
(4) Distributions per share reflects the annual rate per share for distributions reportable in 2025. Equity Compensation Plan Information The Company currently does not have an equity incentive plan.
Removed
The board of directors will continue to review its dividend policy on a quarter-to-quarter basis.
Added
The board of directors has not approved a common equity dividend policy for 2026 in light of the fact that there is an ongoing Company sale process, which could result in the Company’s assets being sold in more than one transaction with net proceeds being distributed to stockholders after satisfying the Company’s other obligations.
Removed
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) Weighted-Average Exercise Price Of Outstanding Options, Warrants, And Rights Number of Securities Remaining Available for Future Issuance Equity compensation plans approved by security holders 766,744 N/A 919,551 (2) Equity compensation plans not approved by security holders None N/A None Total 766,744 N/A 919,551 ____________________ (1) Consists of rights to acquire our common stock subject to the satisfaction of service and or performance vesting conditions (with the amount shown assuming the maximum level of performance under the 2023 PSU awards).
Removed
The number of shares subject to issuance under the PSUs (if any) will depend on the ultimate actual performance level, and the Company in its discretion may settle the 2023 PSUs in cash rather than shares of common stock.
Removed
(2) As of December 31, 2024, 920,000 shares of our common stock, or securities convertible into approximately 920,000 shares of our common stock, remained available for issuance under our 2013 Equity Incentive Plan.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

109 edited+37 added−54 removed73 unchanged
Biggest changeThus, changes in ADR have a more significant impact on operating margins than changes in occupancy. 87 RESULTS OF OPERATIONS Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table summarizes changes in key line items from our consolidated statements of operations for the year ended December 31, 2024 and 2023 (in thousands except percentages): Year Ended December 31, Favorable (Unfavorable) 2024 2023 $ Change % Change Revenue Rooms $ 452,361 $ 464,899 $ (12,538) (2.7) % Food and beverage 181,250 185,331 (4,081) (2.2) Other 94,793 89,113 5,680 6.4 Total hotel revenue 728,404 739,343 (10,939) (1.5) Expenses Hotel operating expenses: Rooms 106,465 105,439 (1,026) (1.0) Food and beverage 145,901 144,544 (1,357) (0.9) Other expenses 225,864 227,913 2,049 0.9 Management fees 23,500 23,261 (239) (1.0) Total hotel operating expenses 501,730 501,157 (573) (0.1) Property taxes, insurance and other 42,508 38,629 (3,879) (10.0) Depreciation and amortization 98,733 93,272 (5,461) (5.9) Advisory services fee 30,487 31,089 602 1.9 Corporate general and administrative 14,361 13,523 (838) (6.2) Total expenses 687,819 677,670 (10,149) (1.5) Gain (loss) on disposition of assets and hotel property 88,165 — 88,165 Operating income (loss) 128,750 61,673 67,077 108.8 Equity in earnings (loss) of unconsolidated entity (1,608) (253) (1,355) (535.6) Interest income 7,135 6,401 734 11.5 Other income (expense) — 293 (293) (100.0) Interest expense and amortization of discounts and loan costs (108,124) (94,219) (13,905) (14.8) Write-off of loan costs and exit fees (6,111) (3,489) (2,622) (75.2) Gain (loss) on extinguishment of debt (22) 2,318 (2,340) (100.9) Realized and unrealized gain (loss) on derivatives 585 (663) 1,248 (188.2) Income (loss) before income taxes 20,605 (27,939) 48,544 173.7 Income tax (expense) benefit (842) (2,689) 1,847 68.7 Net income (loss) 19,763 (30,628) 50,391 164.5 (Income) loss attributable to noncontrolling interest in consolidated entities (25,928) (1,619) 24,309 1,501.5 Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 4,472 5,230 758 14.5 Net income (loss) attributable to the Company $ (1,693) $ (27,017) $ 25,324 93.7 % All hotel properties owned for the year ended December 31, 2024 and 2023 have been included in our results of operations during the respective periods in which they were owned.
Biggest changeThus, changes in ADR have a more significant impact on operating margins than changes in occupancy. 84 RESULTS OF OPERATIONS Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table summarizes changes in key line items from our consolidated statements of operations for the year ended December 31, 2025 and 2024 (in thousands except percentages): Year Ended December 31, Favorable (Unfavorable) 2025 2024 $ Change % Change Revenue Rooms $ 428,990 $ 452,361 $ (23,371) (5.2) % Food and beverage 179,538 181,250 (1,712) (0.9) Other 95,487 94,793 694 0.7 Total hotel revenue 704,015 728,404 (24,389) (3.3) Expenses Hotel operating expenses: Rooms 104,367 106,465 2,098 2.0 Food and beverage 141,846 145,901 4,055 2.8 Other expenses 223,977 225,864 1,887 0.8 Management fees 21,995 23,500 1,505 6.4 Total hotel operating expenses 492,185 501,730 9,545 1.9 Property taxes, insurance and other 34,253 42,508 8,255 19.4 Depreciation and amortization 92,578 98,733 6,155 6.2 Impairment charges 54,492 — (54,492) Advisory services fee 29,186 30,487 1,301 4.3 Corporate general and administrative 11,754 14,361 2,607 18.2 Total expenses 714,448 687,819 (26,629) 3.9 Gain (loss) on disposition of assets and hotel properties 82,797 88,165 (5,368) (6.1) Operating income (loss) 72,364 128,750 (56,386) (43.8) Equity in earnings (loss) of unconsolidated entity (56) (1,608) 1,552 96.5 Interest income 6,246 7,135 (889) (12.5) Other income (expense) (1,572) — (1,572) Interest expense and amortization of discounts and loan costs (98,539) (108,124) 9,585 8.9 Write-off of loan costs and exit fees (1,833) (6,111) 4,278 70.0 Gain (loss) on extinguishment of debt (2,686) (22) (2,664) (12,109.1) Realized and unrealized gain (loss) on derivatives (355) 585 (940) (160.7) Income (loss) before income taxes (26,431) 20,605 (47,036) (228.3) Income tax (expense) benefit (1,979) (842) (1,137) (135.0) Net income (loss) (28,410) 19,763 (48,173) 243.8 (Income) loss attributable to noncontrolling interest in consolidated entities 325 (25,928) (26,253) (101.3) Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 5,767 4,472 1,295 (29.0) Net income (loss) attributable to the Company $ (22,318) $ (1,693) $ (20,625) 1,218.3 % All hotel properties owned for the year ended December 31, 2025 and 2024 have been included in our results of operations during the respective periods in which they were owned.
Financial Statements and Supplementary Data.” We believe that the following discussion addresses our most critical accounting policies, representing those policies considered most vital to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective, complex judgments and can include significant estimates. Impairment of Investments in Hotel Properties.
Financial Statements and Supplementary Data.” We believe that the following discussion addresses our most critical accounting estimates, representing those policies considered most vital to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective, complex judgments and can include significant estimates. Impairment of Investments in Hotel Properties.
Thomas Cameo Beverly Hills The Ritz-Carlton Dorado Beach Four Seasons Resort Scottsdale Hotel Total Corporate / Allocated (1) Braemar Hotels & Resorts Inc.
Thomas Cameo Beverly Hills The Ritz-Carlton Dorado Beach Four Seasons Resort Scottsdale Hotel Total Corporate / Allocated (1) Braemar Hotels & Resorts Inc.
Thomas Cameo Beverly Hills The Ritz-Carlton Dorado Beach Four Seasons Resort Scottsdale Hotel Total Corporate / Allocated (1) Braemar Hotels & Resorts Inc.
Thomas Cameo Beverly Hills The Ritz-Carlton Dorado Beach Four Seasons Resort Scottsdale Hotel Total Corporate / Allocated (1) Braemar Hotels & Resorts Inc.
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.
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 89 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.
On March 7, 2025, the Company refinanced its $293.2 million mortgage loan secured by The Clancy, The Notary Hotel, Marriott Seattle Waterfront, and Sofitel Chicago Magnificent Mile, which had an interest rate of SOFR + 2.66% and a final maturity date in June of 2025 and its $62.0 million mortgage loan secured by The Ritz-Carlton Reserve Dorado Beach, which had an interest rate of SOFR + 4.75% and a final maturity date in March of 2026.
On March 7, 2025, the Company refinanced its $293.2 million mortgage loan secured by The Clancy, The Notary Hotel, Marriott Seattle Waterfront, and Sofitel Chicago Magnificent Mile, which had an interest rate of SOFR + 2.66% and a final 91 maturity date in June of 2025 and its $62.0 million mortgage loan secured by The Ritz-Carlton Reserve Dorado Beach, which had an interest rate of SOFR + 4.75% and a final maturity date in March of 2026.
Occupancy and the type of customer staying at the hotel (i.e., catered functions generally are more profitable than restaurant, bar or other on-property food and beverage outlets) are the major drivers of food and beverage expense, which correlates closely with food and beverage revenue. 86 • Management fees: Base management fees are computed as a percentage of gross revenue.
Occupancy and the type of customer staying at the hotel (i.e., catered functions generally are more profitable than restaurant, bar or other on-property food and beverage outlets) are the major drivers of food and beverage expense, which correlates closely with food and beverage revenue. • Management fees: Base management fees are computed as a percentage of gross revenue.
Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states.
Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. 93 We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states.
(3) Referred to as hotel adjusted EBITDA in note 23 to the Company’s consolidated financial statements. 99 The following table reconciles net income (loss) to EBITDA attributable to the Company and OP unitholders on a property-by-property basis for each of our hotel properties owned and on a corporate basis during the year ended December 31, 2023 (in thousands) (unaudited): Year Ended December 31, 2023 Capital Hilton Hilton La Jolla Torrey Pines Sofitel Chicago Magnificent Mile Bardessono Hotel and Spa Pier House Resort & Spa Hotel Yountville Park Hyatt Beaver Creek Resort & Spa The Notary Hotel The Clancy The Ritz-Carlton Sarasota The Ritz-Carlton Lake Tahoe Marriott Seattle Waterfront The Ritz-Carlton St.
(3) Referred to as hotel adjusted EBITDA in note 23 to the Company’s consolidated financial statements. 97 The following table reconciles net income (loss) to EBITDA attributable to the Company and OP unitholders on a property-by-property basis for each of our hotel properties owned and on a corporate basis during the year ended December 31, 2023 (in thousands) (unaudited): Year Ended December 31, 2023 Capital Hilton Hilton La Jolla Torrey Pines Sofitel Chicago Magnificent Mile Bardessono Hotel and Spa Pier House Resort & Spa Hotel Yountville Park Hyatt Beaver Creek Resort & Spa The Notary Hotel The Clancy The Ritz-Carlton Sarasota The Ritz-Carlton Lake Tahoe Marriott Seattle Waterfront The Ritz-Carlton St.
See “Non-GAAP Financial Measures.” Principal Factors Affecting Our Results of Operations The principal factors affecting our operating results include overall demand for hotel rooms compared to the supply of available hotel rooms, and the ability of our third-party management companies to increase or maintain revenues while controlling expenses. Demand.
See “Non-GAAP Financial Measures.” 83 Principal Factors Affecting Our Results of Operations The principal factors affecting our operating results include overall demand for hotel rooms compared to the supply of available hotel rooms, and the ability of our third-party management companies to increase or maintain revenues while controlling expenses. Demand.
Our general and administrative costs, real estate and personal property taxes, property and casualty insurance, and utilities are subject to inflation as well. 95 Critical Accounting Policies and Estimates Our accounting policies are fully described in note 2 to our consolidated financial statements included in “Item 8.
Our general and administrative costs, real estate and personal property taxes, property and casualty insurance, and utilities are subject to inflation as well. Critical Accounting Policies and Estimates Our accounting policies are fully described in note 2 to our consolidated financial statements included in “Item 8.
(3) Referred to as hotel adjusted EBITDA in note 23 to the Company’s consolidated financial statements. 101 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.
(3) Referred to as hotel adjusted EBITDA in note 23 to the Company’s consolidated financial statements. 98 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.
The Company also caused its operating partnership to execute Amendment No. 5 to the Third Amended and Restated Agreement of Limited Partnership to 93 amend the terms of its operating partnership agreement to conform to the terms of the Series E Articles Supplementary and Series M Articles Supplementary.
The Company 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.
At December 31, 2024, Braemar Hotels & Resorts Inc., our REIT, had net operating loss carryforwards for U.S. federal income tax purposes of $109.7 million based on the latest filed tax return. Of this amount, $2.2 million is subject to expiration in 2033. The remainder is not subject to expiration under the Tax Cuts and Jobs Act.
At December 31, 2025, Braemar Hotels & Resorts Inc., our REIT, had net operating loss carryforwards for U.S. federal income tax purposes of $109.7 million based on the latest filed tax return. Of this amount, $2.2 million is subject to expiration in 2033. The remainder is not subject to expiration under the Tax Cuts and Jobs Act.
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. Our estimated future obligations as of December 31, 2024 include both current and long-term obligations.
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. Our estimated future obligations as of December 31, 2025 include both current and long-term obligations.
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 expense. 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.
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.
Our loan that is in a cash trap may remain subject to the cash trap provisions for a substantial period of time which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT. As of December 31, 2024, the mortgage loan secured by The Ritz-Carlton Lake Tahoe was in a cash trap.
Our loan that is in a cash trap may remain subject to the cash trap provisions for a substantial period of time which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT. As of December 31, 2025, the mortgage loan secured by The Ritz-Carlton Lake Tahoe was in a cash trap.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the year ended December 31, 2024 and 2023. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties.
Based on when a hotel property was acquired or disposed of, operating results for certain hotel properties are not comparable for the year ended December 31, 2025 and 2024. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties.
The loss carry forwards subject to expiration may be available to offset future taxable income, if any, for 2025 through 2035, with the remainder available to offset taxable income beyond 2035; however, there could be substantial limitations on their use imposed by the Code.
The loss carry forwards subject to expiration may be available to offset future taxable income, if any, for 2026 through 2035, with the remainder available to offset taxable income beyond 2035; however, there could be substantial limitations on their use imposed by the Code.
The cash inflows were primarily attributable to $155.6 million from the sale of Hilton La Jolla Torrey Pines and $958,000 from property insurance proceeds, partially offset by cash outflows of $42.3 million from the purchase of a tranche of CMBS, $70.6 million of capital improvements made to various hotel properties, $8.1 million from the issuance of a note receivable and a $79,000 loan to OpenKey.
The cash inflows were primarily attributable to $155.6 million from the sale of Hilton La Jolla Torrey Pines and $958,000 from property insurance proceeds, partially offset by cash outflows of $42.3 million from the purchase of securities, $70.6 million of capital improvements made to various hotel properties, $8.1 million from the issuance of a note receivable and a $79,000 loan to OpenKey.
In addition, we exclude impairment on real estate, (gain) loss on disposition of assets and hotel property and the Company’s portion of EBITDAre of OpenKey from EBITDA to calculate EBITDA for real estate, or EBITDAre, as defined by NAREIT.
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.
In 2024, we recorded an advisory services fee of $30.5 million, which included a base advisory fee of $13.8 million, reimbursable expenses of $11.6 million, $2.3 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and an incentive fee of $2.7 million.
In 2024, we recorded an advisory services fee of $30.5 million, which included a base advisory fee of $13.8 million, reimbursable expenses of $11.6 million, $2.3 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and an incentive fee of $2.7 million. Corporate General and Administrative .
In November 2024, the FASB issued ASU 2024-03 , Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses that requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the statement of operations.
Recently Issued Accounting Standards In November 2024, the FASB issued ASU 2024-03 , Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses that requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the statement of operations.
See discussions below in “Debt Transactions.” As discussed in note 19 to our consolidated financial statements, under our operating leases we have current obligations of approximately $1.2 million and long-term obligations of approximately $56.7 million. Additionally, as discussed in note 18 to our consolidated financial statements, we have short-term capital commitments of approximately $29.1 million.
See discussions below in “Debt Transactions.” As discussed in note 19 to our consolidated financial statements, under our operating leases we have current obligations of approximately $1.3 million and long-term obligations of approximately $56.2 million. Additionally, as discussed in note 18 to our consolidated financial statements, we have short-term capital commitments of approximately $18.3 million.
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.
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.
Two times the U.S. national average was $199 for the year ended December 31, 2024. We have elected to be taxed as a REIT under the Code. We conduct our business and own substantially all of our assets through our operating partnership, Braemar OP. We operate in the direct hotel investment segment of the hotel lodging industry.
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.
(3) Referred to as hotel adjusted EBITDA in note 23 to the Company’s consolidated financial statements. 100 The following table reconciles net income (loss) to EBITDA attributable to the Company and OP unitholders on a property-by-property basis for each of our hotel properties owned and on a corporate basis during the year ended December 31, 2022.
(3) Referred to as hotel adjusted EBITDA in note 23 to the Company’s consolidated financial statements. 96 The following table reconciles net income (loss) to EBITDA attributable to the Company and OP unitholders on a property-by-property basis for each of our hotel properties owned and on a corporate basis during the year ended December 31, 2024.
See “Forward-Looking Statements.” This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
See “Forward-Looking Statements.” This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2020 through 2024 remain subject to potential examination by certain federal and state taxing authorities.
We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2021 through 2025 remain subject to potential examination by certain federal and state taxing authorities.
Net Cash Flows Provided by (Used in) Investing Activities . For the year ended December 31, 2024, net cash flows provided by investing activities were $35.5 million.
For the year ended December 31, 2024, net cash flows provided by investing activities were $35.5 million.
At December 31, 2024 and 2023, we had a valuation allowance of approximately $16.5 million and $16.2 million, respectively, to partially reserve our deferred tax assets of our TRSs. At each reporting date, we evaluate whether it is more likely than not that we will utilize all or a portion of our deferred tax assets.
At December 31, 2025 and 2024, we had a valuation allowance of approximately $18.4 million and $16.5 million, respectively, to partially reserve our deferred tax assets of our TRSs. At each reporting date, we evaluate whether it is more likely than not that we will utilize all or a portion of our deferred tax assets.
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. 92 Our hotel properties will require periodic capital expenditures and renovation to remain competitive.
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.
Management determined that it is more likely than not that $16.5 million of our net deferred tax assets will not be realized and a valuation allowance has been recorded accordingly.
Management determined that it is more likely than not that $18.4 million of our net deferred tax assets will not be realized and a valuation allowance has been recorded accordingly.
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 December 31, 2024, Remington Hospitality , a subsidiary of Ashford Inc., managed four of our 15 hotel properties. Third-party management companies managed the remaining hotel properties.
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 December 31, 2025, Remington Hospitality, a subsidiary of Ashford Inc., managed five of our 13 hotel properties. Third-party management companies managed the remaining hotel properties.
(2) Includes allocated amounts which were not specific to hotel properties, such as gain on sale of hotel property, corporate taxes, insurance and legal expenses.
(2) Includes allocated amounts which were not specific to hotel properties, such as gain/loss on sale of hotel properties, impairment charges, corporate taxes, insurance and legal expenses.
(2) Includes allocated amounts which were not specific to hotel properties, such as gain on sale of hotel property, corporate taxes, insurance and legal expenses.
(2) Includes allocated amounts which were not specific to hotel properties, such as gain/loss on sale of hotel properties, impairment charges, corporate taxes, insurance and legal expenses.
(2) Includes allocated amounts which were not specific to hotel properties, such as gain on sale of hotel property, corporate taxes, insurance and legal expenses.
(2) Includes allocated amounts which were not specific to hotel properties, such as gain/loss on sale of hotel properties, impairment charges, corporate taxes, insurance and legal expenses.
These products and services include, but are not limited to, design and construction services, debt placement and related services, broker-dealer and distribution services, audio visual services, real estate advisory and brokerage services, insurance policies covering general liability, workers compensation and claims services, hypoallergenic premium rooms, watersport activities, travel/transportation services, mobile key technology and cash management services.
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.
At December 31, 2024, we had TRS net operating loss carry forwards for U.S. federal income tax purposes of $65.3 million, of which $45.8 million is subject to expiration and will begin to expire in 2025. The remainder was generated after December 31, 2017 and is not subject to expiration under the Tax Cuts and Jobs Act.
At December 31, 2025, we had TRS net operating loss carry forwards for U.S. federal income tax purposes of $64.9 million, of which $43.4 million is subject to expiration and will begin to expire in 2025. The remainder was generated after December 31, 2017 and is not subject to expiration under the Tax Cuts and Jobs Act.
Write-off of loan costs and exit fees was $6.1 million in 2024 related to various loan refinances and modifications. Write-off of loan costs and exit fees was $3.5 million in 2023 related to related to various loan modifications. Gain (loss) on Extinguishment of Debt.
Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $1.8 million in 2025 related to various loan refinances and modifications. Write-off of loan costs and exit fees was $6.1 million in 2024 related to various loan refinances and modifications. 88 Gain (loss) on Extinguishment of Debt.
Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. There were no impairment charges recorded for the years ended December 31, 2024, 2023 and 2022. Income Taxes.
Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. We recorded a $54.5 million impairment charge for the year ended December 31, 2025. There were no impairment charges recorded for the years ended December 31, 2024 and 2023. Income Taxes.
With respect to our indebtedness, as discussed in note 7 to our consolidated financial statements, we have current obligations of $417.1 million and long-term obligations of $805.9 million. As of December 31, 2024, we held extension options to extend the principal for all of the debt due in 2025 except for $293.2 million.
With respect to our indebtedness, as discussed in note 7 to our consolidated financial statements, we have current obligations of $723.1 million and long-term obligations of $389.9 million. As of December 31, 2025, we held extension options to extend the principal for all of the debt due in 2026 except for $135.0 million.
Realized and unrealized gain on derivatives of $585,000 for 2024 consisted of an unrealized gain on warrants of $12,000 and a realized gain of $4.7 million associated with payments received from counterparties on in-the-money interest rate caps, partially offset by an unrealized loss on interest rate caps of approximately $4.1 million. 91 Realized and unrealized loss on derivatives of $663,000 for 2023 consisted of unrealized loss on interest rate caps of approximately $8.7 million, partially offset by an unrealized gain on warrants of $272,000 and a realized gain of $7.8 million associated with payments received from counterparties on in-the-money interest rate caps.
Realized and unrealized gain on derivatives of $585,000 for 2024 primarily consisted of an unrealized gain on warrants of $12,000 and a realized gain of $4.7 million associated with payments received from counterparties on in-the-money interest rate caps, partially offset by an unrealized loss on interest rate caps of approximately $4.1 million. Income Tax (Expense) Benefit .
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.
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 .
The amount of cash in the cash trap as of December 31, 2024 was $0. As of December 31, 2024, the Company held cash and cash equivalents of $135.5 million and restricted cash of $49.6 million, the vast majority of which is comprised of lender and manager-held reserves.
The amount of cash in the cash trap as of December 31, 2025 was $0. As of December 31, 2025, the Company held cash and cash equivalents of $124.4 million and restricted cash of $42.5 million, the vast majority of which is comprised of lender and manager-held reserves.
The following table presents the amounts of the adjustments for noncontrolling interests for each line item: Year Ended December 31, 2024 2023 2022 Depreciation and amortization on real estate $ (3,789) $ (3,241) $ (2,614) Amortization of loan costs (307) (94) (91) Gain (loss) on disposition of assets and hotel property 26,240 — — (2) Includes amounts associated with to funding certain expenses of Ashford Securities LLC, in which 2024 include a true up of these expenses. 103
The following table presents the amounts of the adjustments for noncontrolling interests for each line item: Year Ended December 31, 2025 2024 2023 Depreciation and amortization on real estate $ (2,055) $ (3,789) $ (3,241) Amortization of loan costs (107) (307) (94) Gain (loss) on disposition of assets and hotel properties (18) 26,240 — (2) Includes amounts associated with funding certain expenses of Ashford Securities LLC, which in the 2024 period included a true up of these expenses based on capital raised.
Cash flows from operations were impacted by changes in hotel operations and the disposition of a hotel property. 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 derivative counterparties, settling with related parties and settling with hotel managers.
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 .
As of December 31, 2024, $22.9 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. At December 31, 2024, our net debt to gross assets was 40.8%.
As of December 31, 2025, $17.1 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 December 31, 2025, our net debt to gross assets was 46.7%.
The $43.4 million current mortgage loan amount represents an approximate 27% loan-to-value based on a third-party appraisal completed by the lender. The appraisal valued the hotel at $160 million based on its “as-is” value.
The $43.4 million current mortgage loan amount represents an approximate 27% loan-to-value based on a third-party appraisal completed by the lender. The appraisal valued the hotel at $160 million based on its “as-is” value. On July 25, 2025, we amended the mortgage loan to extend the maturity date from July 2025 to July 2026.
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 consolidated financial statements. 102 The following table reconciles net income (loss) to FFO and Adjusted FFO (in thousands) (unaudited): Year Ended December 31, 2024 2023 2022 Net income (loss) $ 19,763 $ (30,628) $ 19,348 (Income) loss attributable to noncontrolling interest in consolidated entities (25,928) (1,619) (2,063) Net (Income) loss attributable to redeemable noncontrolling interests in operating partnership 4,472 5,230 476 Preferred dividends (40,295) (42,304) (21,503) Deemed dividends on preferred stock (8,958) (4,719) (6,954) Net income (loss) attributable to common stockholders (50,946) (74,040) (10,696) Depreciation and amortization on real estate (1) 94,944 90,031 75,508 Net income (loss) attributable to redeemable noncontrolling interests in operating partnership (4,472) (5,230) (476) Equity in (earnings) loss of unconsolidated entity 1,608 253 328 (Gain) loss on disposition of assets and hotel property (1) (61,925) — — Company’s portion of FFO of OpenKey (322) (296) (333) FFO available to common stockholders and OP unitholders (21,113) 10,718 64,331 Deemed dividends on preferred stock 8,958 4,719 6,954 Transaction and conversion costs (2) (4,447) 4,561 9,679 Write-off of premiums, loan costs and exit fees 6,111 3,489 146 Unrealized (gain) loss on derivatives 4,071 8,413 (4,464) Stock/unit-based compensation 2,611 9,244 11,285 Legal, advisory and settlement costs 12,676 1,397 2,170 Interest expense accretion on refundable membership club deposits 616 671 723 Amortization of loan costs (1) 6,080 3,289 2,365 (Gain) loss on extinguishment of debt 22 (2,318) — Other (income) expense — (293) — (Gain) loss on insurance settlements (8) — (55) Severance 102 — — Company’s portion of adjustments to FFO of OpenKey 3 — 8 Adjusted FFO available to common stockholders and OP unitholders $ 15,682 $ 43,890 $ 93,142 ____________________ (1) Net of adjustment for noncontrolling interest in consolidated entities.
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 consolidated financial statements. 99 The following table reconciles net income (loss) to FFO and Adjusted FFO (in thousands) (unaudited): Year Ended December 31, 2025 2024 2023 Net income (loss) $ (28,410) $ 19,763 $ (30,628) (Income) loss attributable to noncontrolling interest in consolidated entities 325 (25,928) (1,619) Net (Income) loss attributable to redeemable noncontrolling interests in operating partnership 5,767 4,472 5,230 Preferred dividends (35,273) (40,295) (42,304) Deemed dividends on preferred stock (15,112) (8,958) (4,719) Net income (loss) attributable to common stockholders (72,703) (50,946) (74,040) Depreciation and amortization on real estate (1) 90,523 94,944 90,031 Net income (loss) attributable to redeemable noncontrolling interests in operating partnership (5,767) (4,472) (5,230) Equity in (earnings) loss of unconsolidated entity 56 1,608 253 Impairment charges 54,492 — — (Gain) loss on disposition of assets and hotel properties (1) (82,815) (61,925) — Company’s portion of FFO of OpenKey — (322) (296) FFO available to common stockholders and OP unitholders (16,214) (21,113) 10,718 Deemed dividends on preferred stock 15,112 8,958 4,719 Transaction and conversion costs (2) 7,502 (4,447) 4,561 Write-off of premiums, loan costs and exit fees 1,833 6,111 3,489 Unrealized (gain) loss on derivatives 971 4,071 8,413 Stock/unit-based compensation (446) 2,611 9,244 Legal, advisory and settlement costs (3) (3,138) 12,676 1,397 Interest expense accretion on refundable membership club deposits 557 616 671 Amortization of loan costs (1) 10,071 6,080 3,289 (Gain) loss on extinguishment of debt 2,686 22 (2,318) Other (income) expense 1,572 — (293) (Gain) loss on insurance settlements (196) (8) — Severance — 102 — Company’s portion of adjustments to FFO of OpenKey — 3 — Adjusted FFO available to common stockholders and OP unitholders $ 20,310 $ 15,682 $ 43,890 ____________________ (1) Net of adjustment for noncontrolling interest in consolidated entities.
Advisory services fee decreased $602,000, or 1.9%, to $30.5 million in 2024 compared to 2023 due to lower equity-based compensation of $6.5 million and base advisory fee of $144,000, partially offset by higher reimbursable expenses of $3.3 million and a higher incentive fee of $2.7 million.
Advisory services fee decreased $1.3 million, or 4.3%, to $29.2 million in 2025 compared to 2024 due to lower equity-based compensation of $2.7 million and a lower incentive fee of $1.3 million, partially offset by higher reimbursable expenses of $2.3 million and a higher base advisory fee of $452,000.
The results of The Ritz-Carlton Reserve Dorado Beach and Four Seasons Resort Scottsdale are included from its acquisition date through December 31, 2022 (in thousands) (unaudited): Year Ended December 31, 2022 Capital Hilton Hilton La Jolla Torrey Pines Sofitel Chicago Magnificent Mile Bardessono Hotel and Spa Pier House Resort & Spa Hotel Yountville Park Hyatt Beaver Creek Resort & Spa The Notary Hotel The Clancy The Ritz-Carlton Sarasota The Ritz-Carlton Lake Tahoe Marriott Seattle Waterfront The Ritz-Carlton St.
The results of the Marriott Seattle Waterfront and The Clancy are excluded from their respective disposition dates through December 31, 2025 (in thousands) (unaudited): Year Ended December 31, 2025 Capital Hilton Hilton La Jolla Torrey Pines Sofitel Chicago Magnificent Mile Bardessono Hotel and Spa Pier House Resort & Spa Hotel Yountville Park Hyatt Beaver Creek Resort & Spa The Notary Hotel The Clancy The Ritz-Carlton Sarasota The Ritz-Carlton Lake Tahoe Marriott Seattle Waterfront The Ritz-Carlton St.
The decrease in Ashford Securities reimbursed operations expenses was related to a revision to the estimated contribution amount associated with the Fourth Amended and Restated Contribution Agreement with Ashford Securities that resulted in a $4.5 million credit to expense in 2024. Gain (loss) on disposition of assets and hotel property .
Additionally, during 2024 there was a revision to the estimated contribution amount associated with the Fourth Amended and Restated Contribution Agreement with Ashford Securities that resulted in a $4.5 million reduction to expense. Gain (loss) on disposition of assets and hotel properties .
Cash outflows primarily consisted of repayments of indebtedness of $534.3 million, $52.6 million of dividend and distribution payments, $19.3 million of payments to repurchase common stock, payments of $7.2 million for the redemption of operating partnership units, $5.1 million to purchase interest rate caps, $2.7 million of distributions to a noncontrolling interest in consolidated entities, $11.6 million payments of loan costs and exit fees, and $9.8 million for cash redemptions of Series E and Series M preferred stock.
Cash outflows primarily consisted of $518.3 million of repayments of indebtedness, $76.8 million for cash redemptions of Series E and Series M preferred stock, $47.3 million of dividend and distribution payments, $14.5 million for the acquisition of noncontrolling interest in consolidated entities, $11.9 million of payments of loan costs and exit fees, $2.3 million of distributions to noncontrolling interests in consolidated entities, $778,000 for repurchase of common stock, $670,000 to purchase interest rate caps and $121,000 from the redemption of operating partnership units.
These cash outflows were partially offset by cash inflows of $234.0 million from borrowings on indebtedness, $4.9 million of proceeds from in-the-money interest rate caps and $3.0 million of contributions from noncontrolling interest in consolidated entities. For the year ended December 31, 2023, net cash flows used in financing activities were $156.8 million.
These cash outflows were partially offset by cash inflows of $234.0 million from borrowings on indebtedness, $4.9 million of proceeds from in-the-money interest rate caps and $3.0 million of contributions from noncontrolling interest in consolidated entities.
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. 97 The following table reconciles net income (loss) to EBITDA, EBITDAre and Adjusted EBITDAre (in thousands) (unaudited): Year Ended December 31, 2024 2023 2022 Net income (loss) $ 19,763 $ (30,628) $ 19,348 Interest expense and amortization of loan costs 108,124 94,219 52,166 Depreciation and amortization 98,733 93,272 78,122 Income tax expense (benefit) 842 2,689 4,043 Equity in (earnings) loss of unconsolidated entity 1,608 253 328 Company’s portion of EBITDA of OpenKey (268) (274) (334) EBITDA 228,802 159,531 153,673 (Gain) loss on disposition of assets and hotel property (88,165) — — EBITDAre 140,637 159,531 153,673 Amortization of favorable (unfavorable) contract assets (liabilities) 453 474 463 Transaction and conversion costs (1) (4,447) 4,561 9,679 Write-off of premiums, loan costs and exit fees 6,111 3,489 146 Realized and unrealized (gain) loss on derivatives (585) 663 (4,961) Stock/unit-based compensation 2,611 9,244 11,285 Legal, advisory and settlement costs 12,676 1,397 2,170 (Gain) loss on extinguishment of debt 22 (2,318) — Other (income) expense — (293) — (Gain) loss on insurance settlements (8) — (55) Severance 102 — — Company’s portion of adjustments to EBITDAre of OpenKey 3 — 8 Adjusted EBITDAre $ 157,575 $ 176,748 $ 172,408 __________________ (1) Includes amounts associated with to funding certain expenses of Ashford Securities LLC, in which 2024 include a true up of these expenses. 98 The following table reconciles net income (loss) to EBITDA attributable to the Company and OP unitholders on a property-by-property basis for each of our hotel properties owned and on a corporate basis during the year ended December 31, 2024.
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. 94 The following table reconciles net income (loss) to EBITDA, EBITDAre and Adjusted EBITDAre (in thousands) (unaudited): Year Ended December 31, 2025 2024 2023 Net income (loss) $ (28,410) $ 19,763 $ (30,628) Interest expense and amortization of loan costs 98,539 108,124 94,219 Depreciation and amortization 92,578 98,733 93,272 Income tax expense (benefit) 1,979 842 2,689 Equity in (earnings) loss of unconsolidated entity 56 1,608 253 Company’s portion of EBITDA of OpenKey — (268) (274) EBITDA 164,742 228,802 159,531 Impairment charges 54,492 — — (Gain) loss on disposition of assets and hotel properties (82,797) (88,165) — EBITDAre 136,437 140,637 159,531 Amortization of favorable (unfavorable) contract assets (liabilities) 428 453 474 Transaction and conversion costs (1) 7,502 (4,447) 4,561 Write-off of premiums, loan costs and exit fees 1,833 6,111 3,489 Realized and unrealized (gain) loss on derivatives 355 (585) 663 Stock/unit-based compensation (446) 2,611 9,244 Legal, advisory and settlement costs (2) (3,138) 12,676 1,397 (Gain) loss on extinguishment of debt 2,686 22 (2,318) Other (income) expense 1,572 — (293) (Gain) loss on insurance settlements (196) (8) — Severance — 102 — Company’s portion of adjustments to EBITDAre of OpenKey — 3 — Adjusted EBITDAre $ 147,033 $ 157,575 $ 176,748 __________________ (1) Includes amounts associated with funding certain expenses of Ashford Securities LLC, which in the 2024 period included a true up of these expenses based on capital raised.
Our noncontrolling interest partner in consolidated entities was allocated income of $25.9 million and $1.6 million in 2024 and 2023, respectively. The allocated income for 2024 includes our partner’s share of gain on the sale of the Hilton La Jolla Torrey Pines.
Our noncontrolling interest partners in consolidated entities were allocated a loss of $325,000 and income of $25.9 million in 2025 and 2024, respectively. The allocated income for 2024 includes our partner’s share of gain on the sale of the Hilton La Jolla Torrey Pines.
The timing and amount of any transactions will be subject to the discretion of the Company based upon market conditions, and the program may be suspended or terminated at any time by the Company at its discretion without prior notice. The board of directors’ authorization replaced any previous repurchase authorizations.
The 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.
Net loss attributable to the Company decreased $25.3 million from a net loss of $27.0 million for the year ended December 31, 2023 (“2023”) to $1.7 million for the year ended December 31, 2024 (“2024”), as a result of the factors discussed below. Rooms Revenue .
Net loss attributable to the Company increased $20.6 million from a $1.7 million loss for the year ended December 31, 2024 (“2024”) to a $22.3 million loss for the year ended December 31, 2025 (“2025”), as a result of the factors discussed below. Rooms Revenue .
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 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.
At December 31, 2024, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity. At December 31, 2023, noncontrolling interest in consolidated entities represented an ownership interest of 25% in two hotel properties held by one entity. Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership.
As of December 31, 2024, noncontrolling interest in consolidated entities represented an ownership interest of 25% in one hotel property held by one entity. Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated a net loss of $5.8 million in 2025 and $4.5 million in 2024.
In 2023, we recorded an advisory services fee of $31.1 million, which included a base advisory fee of $14.0 million, reimbursable expenses of $8.4 million and $8.8 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. Corporate General and Administrative .
In 2025, we recorded an advisory services fee of $29.2 million, which included a base advisory fee of $14.3 million, reimbursable expenses of $13.9 million, an incentive fee of $1.4 million and a credit to expense of $451,000 associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.
The decrease in indirect expenses comprises decreases in: (i) incentive management fees of $1.9 million comprising an aggregate decrease of $1.8 million at our 15 comparable hotel properties and a decrease of $89,000 at the one disposed hotel property; (ii) lease expense of $2.3 million comprising of a decrease of $2.3 million at the one disposed hotel property partially offset by an aggregate increase of $8,000 at our 15 comparable hotel properties; (iii) energy costs of $907,000 comprising a decrease of $911,000 at the one disposed hotel property partially offset by an aggregate decrease of $4,000 at our 15 comparable hotel properties.
The decrease in indirect expenses is comprised of decreases in: (i) lease expense of $2.2 million comprising of a decrease of $1.9 million from the three disposed hotel properties and an aggregate decrease of $299,000 at our 13 comparable hotel properties; (ii) marketing costs of $1.4 million comprising an aggregate decrease of $3.5 million from the three disposed hotel properties partially offset by an increase of $2.1 million at our 13 comparable hotel properties; and (iii) incentive management fees of $280,000 including $507,000 from the three disposed hotel properties partially offset by an increase of $227,000 at our 13 comparable hotel properties.
These decreases are partially offset by increases in: (i) general and administrative costs of $618,000 comprising an aggregate increase of $2.2 million at our 15 comparable hotel properties partially offset by a decrease of $1.6 million at the one disposed hotel property; (ii) repairs and maintenance of $1.1 million comprising an aggregate increase of $1.6 million at our 15 comparable hotel properties partially offset by a decrease of $516,000 at the one disposed hotel property; and (ii) marketing costs of $334,000 comprising an aggregate increase of $1.9 million at our 15 comparable hotel properties partially offset by a decrease of $1.6 million at the one disposed hotel property.
These decreases were partially offset by increases in: (i) general and administrative costs of $1.3 million comprising an aggregate increase of $5.4 million at our 13 comparable hotel properties partially offset by a decrease of $4.2 million from the three disposed hotel properties; (ii) repairs and maintenance of $230,000 comprising an aggregate increase of $1.6 million at our 13 comparable hotel properties partially offset by a decrease of $1.4 million from the three disposed hotel properties; and (iii) energy costs of $96,000 comprising an aggregate increase of $1.5 million at our 13 comparable hotel properties partially offset by a decrease of $1.4 million from the three disposed hotel properties.
In 2024, we recorded a gain of approximately $88.2 million primarily related to the sale of Hilton La Jolla Torrey Pines. There was no such gain (loss) recorded for 2023. Equity in Earnings (Loss) of Unconsolidated Entity .
In 2025, we recorded gains of approximately $82.8 million primarily related to the sales of Seattle Marriott Waterfront and The Clancy. In 2024 we recorded a gain of approximately $88.2 million primarily related to the sale of Hilton La Jolla Torrey Pines. Equity in Earnings (Loss) of Unconsolidated Entity .
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.
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 .
In 2024, we recognized a loss of $22,000 attributable to the discount associated with the Cameo Beverly Hills mortgage loan that was repaid on April 9, 2024. Gain on extinguishment of debt was $2.3 million in 2023 due to the payoff of The Ritz-Carlton Reserve Dorado Beach mortgage loan.
In 2024 we recognized a loss of $22,000 attributable to the discount associated with the Cameo Beverly Hills mortgage loan that was repaid on April 9, 2024. Realized and Unrealized Gain (Loss) on Derivatives .
Fluctuations in rooms revenue between 2024 and 2023 are a result of the changes in occupancy and ADR between 2024 and 2023 as reflected in the table below (dollars in thousands): Hotel Property Favorable (Unfavorable) Rooms Revenue Occupancy (change in bps) ADR (change in %) Comparable Capital Hilton (1) (2) $ 5,549 571 4.9 % Marriott Seattle Waterfront 1,907 227 3.1 % The Notary Hotel 2,420 456 1.5 % The Clancy (2,747) (453) (2.4) % Sofitel Chicago Magnificent Mile 2,437 223 5.9 % Pier House Resort & Spa (1,123) (130) (3.2) % The Ritz-Carlton St.
Fluctuations in rooms revenue between 2025 and 2024 are a result of the changes in occupancy and ADR between 2025 and 2024 as reflected in the table below (dollars in thousands): Hotel Property Favorable (Unfavorable) Rooms Revenue Occupancy (change in bps) ADR (change in %) Comparable Capital Hilton (2) $ (635) (432) 4.4 % The Notary Hotel (1,347) (183) (1.8) % Sofitel Chicago Magnificent Mile (265) (271) 3.2 % Pier House Resort & Spa 287 273 (2.2) % The Ritz-Carlton St.
In addition, acquisitions, redevelopments or expansions of hotel properties may require significant capital outlays.
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.
RevPAR improvements attributable to increases in occupancy are generally accompanied by increases 85 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 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.
Other Operating Expenses . Other operating expenses decreased $2.0 million, or 0.9%, to $225.9 million in 2024 compared to 2023. Other operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
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 $432,000 in direct expenses and a decrease of $2.3 million in indirect expenses and incentive management fees in 2025 compared to 2024.
Income Tax (Expense) Benefit . Income tax expense decreased $1.8 million, from $2.7 million in 2023 to $842,000 in 2024. This decrease was primarily due to a decrease in the taxable income of certain of our TRS entities in 2024 compared to 2023. (Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities .
Income tax expense increased $1.1 million, from $842,000 in 2024 to $2.0 million in 2025. The increase in tax expense is primarily due to an increase in the deferred tax liabilities of certain of our taxable entities. (Income) Loss Attributable to Noncontrolling Interest in Consolidated Entities .
Noncontrolling interests in operating partnership were allocated a net loss of $4.5 million in 2024 and $5.2 million in 2023. Redeemable noncontrolling interests represented ownership interests in Braemar OP of approximately 8.05% and 6.63% as of December 31, 2024 and 2023, respectively.
Redeemable noncontrolling interests represented ownership interests in Braemar OP of approximately 6.91% and 8.05% as of December 31, 2025 and 2024, respectively.
These increases were partially offset by an aggregate decrease of approximately $620,000 at Four Seasons Resort Scottsdale and Park Hyatt Beaver Creek Resort & Spa and a decrease of $1.2 million at Hilton La Jolla Torrey Pines. Depreciation and Amortization . Depreciation and amortization increased $5.5 million, or 5.9%, to $98.7 million for 2024 compared to 2023.
These decreases were partially offset by an aggregate increase of approximately $392,000 at Park Hyatt Beaver Creek Resort & Spa, Capital Hilton, Pier House Resort & Spa and Four Seasons Resort Scottsdale. Depreciation and Amortization . Depreciation and amortization decreased $6.2 million, or 6.2%, to $92.6 million for 2025 compared to 2024.
In 2024 and 2023, we recorded equity in loss of unconsolidated entity of $1.6 million and $253,000, respectively, related to our investment in OpenKey. In 2024, equity in loss included an impairment charge to the OpenKey investment of $1.4 million. There was no such impairment recorded in 2023. Interest Income .
In 2024 we recorded equity in loss of unconsolidated entity of $1.6 million related to our investment in OpenKey that included an impairment charge to the OpenKey investment of $1.4 million. Other Income (Expense). Other expense was $1.6 million in 2025 due to a realized loss from the sale of Commercial Mortgage-Backed Securities (“CMBS”). Interest Income .
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.
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.
Rooms revenue decreased $12.5 million to $452.4 million during 2024 compared to 2023 primarily due to the sale of the Hilton La Jolla Torrey Pines in July 2024. During 2024, we experienced an increase of 0.1% in room rates and a 69 basis point increase in occupancy compared to 2023.
Rooms revenue decreased $23.4 million to $429.0 million during 2025 compared to 2024 primarily due to the sales of Marriott Seattle Waterfront in August 2025 and Hilton La Jolla Torrey Pines in July 2024. During 2025, our 13 comparable hotel properties experienced a 3.7% increase in room rates and a 181 basis point decrease in occupancy compared to 2024.
Corporate general and administrative expense was $14.4 million in 2024 compared to expense of $13.5 million in 2023. The increase in corporate general and administrative expenses is primarily attributable to higher professional fees of $3.9 million and $6.0 million of reimbursed legal costs in 2024 as well as higher public company costs of $69,000.
Corporate general and administrative expense was $14.4 million in 2024 and consisted of $8.9 million in professional fees, $6.0 million of reimbursed legal costs, $2.3 million in public company costs, and $1.7 million in miscellaneous expenses.
These cash outflows were primarily attributable to $77.1 million of capital improvements made to various hotel properties and a $238,000 loan to OpenKey partially offset by cash inflows of $361,000 related to proceeds from property insurance. Our capital improvements consisted of approximately $54.6 million of return on investment capital projects and approximately $22.6 million of renewal and replacement capital projects.
These cash inflows were partially offset by cash outflows of $77.9 million of capital improvements made to various hotel properties and the acquisition of land of $5.5 million. Our capital improvements consisted of approximately $53.5 million of return on investment capital projects and approximately $24.4 million of renewal and replacement capital projects.

… 120 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed1 unchanged
Biggest changeThe 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 at December 31, 2024, but it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value.
Biggest changeThe 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 December 31, 2025, but it does not consider exposures or positions that could arise after that date.
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. At December 31, 2024, our total indebtedness of approximately $1.2 billion included approximately $1.1 billion of variable-rate debt.
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 December 31, 2025, 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 at December 31, 2024, would be approximately $2.8 million per year. Interest rate changes have no impact on the remaining $86.3 million of fixed-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 December 31, 2025, would be approximately $2.6 million per year. Interest rate changes have no impact on the remaining $86.3 million of fixed-rate debt.
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. 104
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. 101

Other BHR 10-K year-over-year comparisons