Braemar Hotels & Resorts Announces Transition to Self-Managed REIT

Announces Governance Updates and Files Preliminary Proxy Statement Naming Board Nominees

Luxury Portfolio Positioned to Capitalize on Strong Sector Fundamentals

Braemar Hotels & Resorts Inc. (NYSE: BHR) yesterday announced its transition to a self-managed REIT following the termination of its advisory agreement with Ashford Inc. and its affiliates. The Company also announced updates to its corporate governance framework and that it has filed its preliminary proxy statement with the Securities and Exchange Commission in connection with its 2026 Annual Meeting of Stockholders. Additional details regarding the termination are included in the Company’s Current Report on Form 8-K filed today.

“This transition marks the start of a new chapter for Braemar as a self-managed REIT,” said Richard J. Stockton, the Company’s President and Chief Executive Officer. “Our management team is now employed directly by the Company, we have updated our governance framework, and we have put forward a slate of director nominees, seven of whom are independent, with deep REIT, audit, governance and public company experience.”

Mr. Stockton continued, “Our luxury portfolio continues to perform. As we recently reported, the portfolio’s third-quarter Comparable RevPAR rose 14.4% and Comparable Hotel EBITDA grew 20.7%, led by our urban hotels, where Comparable RevPAR rose 23.3% and Comparable Hotel EBITDA rose 63.2%. Looking ahead, we expect continued wealth creation at the top of the economy and limited new luxury supply in our markets through 2028 to support 2027. Forward booking pace remains strong, and major events like Super Bowl LXI in Los Angeles add further tailwinds.”

Transition to Self-Managed REIT

Braemar has terminated its advisory agreement with Ashford, as well as its master hotel management and master project management agreements with Remington Lodging & Hospitality, LLC and Premier Project Management LLC, in accordance with their terms. In connection with the transition:

• Board transition. All current directors other than Mr. Stockton have agreed to resign from the Board, effective upon the filing of the Company’s definitive proxy statement, which is expected in approximately 10 days. The Company’s nominees are expected to join the Board following those resignations and will stand for election at the Annual Meeting.
• Management is in-house. Braemar’s management team, including CEO Richard Stockton, is now employed directly by the Company.
• Hotel management. Braemar has entered into agreements with third-party management companies Stonebridge Companies and Avion Hospitality to manage the Sofitel Chicago Magnificent Mile and Cameo Beverly Hills, respectively.

Governance Updates

Following a review of its governing documents, the Board approved revisions to the Company’s Bylaws, Corporate Governance Guidelines, Code of Ethics and Board Committee Charters. Key updates include:

• Director resignation policy. Under a newly adopted majority vote standard and resignation policy, any incumbent director who fails to receive majority support from stockholders in an uncontested election must promptly tender his or her resignation, and the NCG Committee must promptly accept it.
• Proxy access. The percentage of directors that may be nominated through proxy access has been increased from 20% to 25%.
• Quorum. A majority quorum now applies to all stockholder meetings and matters, replacing the one-third quorum that previously applied to certain Board proposals.
• Advance notice. The advance notice provisions have been updated. The notice window for annual meeting submissions now opens 120 days and closes 90 days before the anniversary of the prior year’s annual meeting, compared with 90 and 60 days previously.
• REIT ownership provisions. Subject to stockholder approval at the Annual Meeting, the vote required to amend the REIT ownership and transfer provisions of the Company’s Articles of Amendment and Restatement (the “Charter”) would be reduced from two-thirds to a majority of the votes entitled to be cast.
• Codes of ethics. The Company adopted an amended and restated Code of Business Conduct and Ethics and a separate Code of Ethics for the CEO and CFO.

These updates reflect the Company’s continued focus on sound corporate governance as a self-managed public company.

Board Nominees

The preliminary proxy statement filed today includes Braemar’s previously announced slate of eight director nominees. Seven of the eight nominees are independent.

• Craig A. Barbarosh, former senior executive at an $8 billion real estate investment firm and audit committee chair of Sabra Health Care REIT, is expected to chair the Nominating and Corporate Governance (“NCG”) Committee and serve on the Compensation Committee.
• Kevin Covey, founder of a real estate and private credit investment firm, is expected to serve on the Compensation Committee.
• Stephen Haggerty, hotel real estate executive with more than two decades of senior roles at Marriott and Hyatt and former Managing Partner of Trinity Investments, is expected to serve as Chair of the Board, subject to election by the Board.
• Daniel J. Hirsch, former co-leader of the real estate group at Farallon and current director on the Macerich board’s compensation and capital allocation committees, is expected to chair the Compensation Committee.
• Kevin M. Luebbers, former CFO of public hotel REIT RFS Hotel Investors and senior executive at Hilton, is expected to serve on the Audit Committee and the NCG Committee.
• Gail P. Steinel, audit committee chair of Federal Realty Investment Trust and Invesque Corporation, is expected to chair the Audit Committee.
• Richard J. Stockton, CEO of Braemar with extensive institutional knowledge and deep expertise in real estate investment banking and capital markets, will continue to serve as a director.
• Stephen W. Theriot, former CFO of Vornado Realty Trust and JBG SMITH Properties, is expected to serve on the Audit Committee and the NCG Committee.

Mr. Stockton, the Company’s only non-independent director nominee, will not serve on any Board committees. Together, the eight nominees bring decades of public company leadership, lodging and REIT investment, capital markets, board and audit experience. Additional information about the nominees can be found in the preliminary proxy statement.