ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Ashford Inc. (“ AINC ”) proposed to the independent directors of the board of directors of Braemar Hotels & Resorts Inc. (the “ Company ”) to amend the Fifth Amended and Restated Advisory Agreement (as amended, the “ Amended and Restated Advisory Agreement ”). The independent directors of the board of directors of the Company agreed to the proposed amendment, and on May 21, 2026, the parties entered into Amendment No. 3 (the “ Amendment ”) to the Amended and Restated Advisory Agreement by and among the Company, Braemar Hospitality Limited Partnership, Braemar TRS Corporation, AINC and Ashford Hospitality Advisors LLC (together with AINC, the “ Advisor ”). The Amendment amends the Amended and Restated Advisory Agreement solely to extend the period during which the Company and the Advisor shall negotiate a revised Base Fee or Incentive Fee (each defined in the Amended and Restated Advisory Agreement) through and including December 31, 2026. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
BHR Braemar Hotels & Resorts Inc. - 8-K
Accession
0001574085-26-0000871.019.01
Item 1.01 - Entry into a Material Definitive Agreement
201 words
Item 9.01 - Financial Statements and Exhibits
127 words
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Exhibit Description 10.1 Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018, among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Hospitality Advisors LLC and Ashford Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 23, 2018) (File No. 001-35972) 10.2* Amendment No. 3 to the Fifth Amended and Restated Advisory Agreement, dated as of May 21, 2026, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC 101 Inline Interactive Data Files 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Filed herewith.