Braemar Hotels & Resorts Simplifies Corporate Structure

Braemar Hotels & Resorts announced a series of actions designed to simplify its corporate structure, reduce costs, enhance governance and position the company for long-term profitability and value creation. Following the conclusion of a lengthy strategic review process, and upon the recommendation of a Special Committee comprised solely of independent directors, the BHR Board of Directors has approved a management spin-out, which will enable Braemar to become a self-managed real estate investment trust. These actions include the initiation of steps to terminate the Fifth Amended and Restated Advisory Agreement with Ashford Inc. and its affiliates, hire employees directly, and reconstitute the company's Board. On a go-forward basis, the Company intends to maintain a portfolio of approximately six to eight luxury properties across the U.S. and the Caribbean, which had a gross asset value of over $1 billion and generated total annual revenue of $300 to $350 million as of the trailing twelve months ending March 31, 2026. The Company intends to directly hire employees and relocate to new office space, headquartered in Dallas. By directly employing its own management team, Braemar expects to reduce G&A costs by more than $25 million per year. Based on prevailing industry EBITDA multiples, ranging from 11-13x these savings imply significant potential equity value accretion. The in-house management structure and a new Board are designed to improve shareholder alignment. The Company has retained Ferguson Partners, an independent executive search firm, to identify five new independent Board members. The new Board members will be appointed to the Board, with the existing directors simultaneously stepping down, at the termination of the Advisory Agreement and will also be nominated for election at the Company's next annual meeting. Certain members of the management team currently employed by Ashford will become employees of Braemar, who will work exclusively for the company and have no ongoing relationship with Ashford or its affiliates. The Special Committee and the entire Board has worked tirelessly to exhaust all available options to maximize shareholder value. While initially a sale of the company was explored, the Special Committee ultimately concluded that there was a superior value creation available by terminating the Advisory Agreement, spinning out management, and remaining publicly listed. While the directors have agreed to formally resign their positions, they remain devoted to the future success of the company.