Braemar Hotels & Resorts Inc. filed a Form 8-K on November 10, 2026, disclosing the completion of its transition to self-management as an internally managed REIT and the termination of its advisory agreement with Ashford Inc. and affiliated entities.

Key Highlights

  • Advisory agreement terminated: The Fifth Amended and Restated Advisory Agreement with Ashford, dated April 23, 2018 and most recently amended May 21, 2026, was terminated in full on November 10, 2026.
  • Company Sale Fee liability: The Company incurred a related liability of $480.0 million (before accrued fees) during the third quarter of 2026 when a Company Sale Transaction was consummated on July 14, 2026.
  • Prior partial payments to Advisor: The Company paid $173.0 million and subsequently $92.0 million to the Advisor to pay down portions of the Company Sale Fee before final settlement.
  • Master Agreement Termination Fee: The Company paid Ashford a Master Agreement Termination Fee of $25.0 million.
  • Asset sales completed: The Company completed the sale of the Pier House Resort & Spa for $190.5 million in cash on August 12, 2026, and the Four Seasons Resort Scottsdale at Troon North for $372.0 million in cash on October 28, 2026.
  • Board reconstituted: According to the filing, the transition included reconstituting the Board with new independent directors and directly hiring the management team, including Richard J. Stockton.
  • Mutual releases granted: At the Effective Time, each of the Braemar Parties and the Ashford Parties irrevocably and unconditionally released the other from all claims, known or unknown, based on events occurring before the Effective Time.

Braemar Hotels Ends Ashford Advisory Relationship and Becomes Self-Managed

According to the filing, Braemar Hotels & Resorts Inc. (NYSE:BHR) completed its transition to self-management on November 10, 2026, following a "lengthy strategic review process" and upon the recommendation of a Special Committee of the Board comprised solely of independent directors. The transition involved terminating the advisory relationship with Ashford Inc. and Ashford Hospitality Advisors LLC, directly hiring the Company's management team including Richard J. Stockton, and reconstituting the Board with new independent directors.

The filing discloses that a Company Sale Transaction was consummated on July 14, 2026, through the sale of the Ritz-Carlton Sarasota (Sarasota, Florida), the Hotel Yountville (Yountville, California), and the Bardessono Hotel and Spa (Yountville, California). This sale triggered the Company Sale Fee under the Advisory Agreement, resulting in a liability of $480.0 million before accrued fees. The Company made partial payments of $173.0 million and $92.0 million to the Advisor to reduce this obligation ahead of the final settlement. The remaining balance of Termination Payments and the Expense Reimbursement were paid in full simultaneously with execution of the Termination Agreement on November 10, 2026. The filing notes that the Company did not sell all or substantially all of its assets.

The Termination Agreement also provides for reciprocal indemnification of the released parties for breaches of covenants or obligations, including direct and third-party claims, with advancement of expenses required within five business days of a qualifying request. The filing states that the Braemar Master Project Management Agreement continues solely as an accommodation to allow the Company to complete capital expenditure projects commenced before the termination date, and may be terminated by the Company upon five days' prior written notice. The 60-day notice period otherwise required under the Letter Agreement was waived by both parties, and as a result, the Advisor forfeited fees that would have accrued during that period.

What Was Disclosed

Braemar Hotels & Resorts filed an 8-K on November 10, 2026, reporting the termination of its advisory agreement with Ashford Inc., the completion of its self-management transition, related asset sales, termination payments totaling amounts including a $25.0 million Master Agreement Termination Fee, and mutual releases between the parties.