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

Key Highlights

  • Advisory agreement terminated: The Fifth Amended and Restated Advisory Agreement, originally dated April 23, 2018 and most recently amended May 21, 2026, was terminated effective November 10, 2026.
  • Company Sale Fee liability: The company incurred a Company Sale Fee liability of $480.0 million (before accrued fees) during the third quarter of 2026, triggered by the July 14, 2026 sale of three properties.
  • Partial payments made: The company paid $173.0 million and subsequently $92.0 million to the Advisor to pay down portions of the Company Sale Fee before the final settlement.
  • Master Agreement Termination Fee: The company paid Ashford a Master Agreement Termination Fee of $25.0 million.
  • Four Seasons Scottsdale sale: On October 28, 2026, Braemar completed the sale of the Four Seasons Resort Scottsdale at Troon North for a purchase price of $372.0 million in cash, subject to customary pro-rations and adjustments.
  • Board reconstituted: According to the filing, the transition included reconstituting the Board with new independent directors and directly hiring the company's management team, including Richard J. Stockton.
  • Mutual releases granted: Each of the Braemar Parties and the Ashford Parties irrevocably and unconditionally released the other from all claims based on events occurring before the Effective Time.

Braemar Hotels Moves to Internal Management After Multi-Property Sales and Advisory Wind-Down

Braemar Hotels & Resorts Inc. (NYSE:BHR), a Maryland-incorporated real estate investment trust focused on hotel and resort properties, disclosed the culmination of a strategic review process that resulted in its conversion to a self-managed REIT. The filing states that a Special Committee of the Board, comprised solely of independent directors, recommended the plan, which the full Board then approved. The transition involved terminating the advisory relationship with Ashford Inc. and Ashford Hospitality Advisors LLC, directly hiring a new management team including Richard J. Stockton, and reconstituting the Board with new independent directors, all occurring on or around November 10, 2026.

The financial mechanics of the termination were closely tied to a series of asset sales. According to the filing, a "Company Sale Transaction" was consummated on July 14, 2026, through the simultaneous sale of the Ritz-Carlton Sarasota in Sarasota, Florida; the Hotel Yountville in Yountville, California; and the Bardessono Hotel and Spa, also in Yountville, California. That transaction triggered a Company Sale Fee liability of $480.0 million before accrued fees. The company subsequently paid $173.0 million and then $92.0 million toward that obligation, the latter following the August 12, 2026 sale of the Pier House Resort & Spa for $190.5 million in cash. The October 28, 2026 sale of the Four Seasons Resort Scottsdale at Troon North for $372.0 million in cash generated additional proceeds that helped fund the remaining balance, which the filing states was paid in full on November 10, 2026.

The Termination Agreement also addressed ongoing contractual arrangements. The filing notes that the Braemar Master Hotel Management Agreement was among the contracts terminated at the Effective Time, while the Braemar Master Project Management Agreement was retained solely to complete capital expenditure projects already underway, and may be terminated by the company upon five days' prior written notice. The parties agreed to waive the sixty-day notice period otherwise required under the Letter Agreement, and as a result, the filing states that the Advisor "forfeited any fees that would otherwise have accrued and been payable to the Advisor during such notice period." Specified sections of the Advisory Agreement and the Letter Agreement survive termination in accordance with their terms. The filing was submitted as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

What Was Disclosed

Braemar Hotels & Resorts filed a current report on November 10, 2026, covering the termination of its advisory agreement with Ashford Inc., the payment of a $25.0 million Master Agreement Termination Fee, the completion of multiple hotel asset sales totaling hundreds of millions of dollars, and the company's conversion to an internally managed REIT structure.