Braemar Hotels & Resorts Inc.NYSE: BHR

Braemar Hotels & Resorts reports third quarter 2026 results

· Issued by Braemar Hotels & Resorts Inc.

Key figures

  • Resort Properties: Comparable RevPAR increased 5.9% to $457, with Comparable ADR up 8.4% to $889.
  • Following the recent conversion to Hilton's LXR Hotels & Resorts collection, Cameo Beverly Hills delivered RevPAR growth of 82.8% over the prior year quarter.
  • Sofitel Chicago Magnificent Mile delivered RevPAR of $276, an increase of approximately 18.0% over the prior year quarter, with Hotel EBITDA of approximately
  • The Ritz-Carlton Reserve Dorado Beach delivered RevPAR of $1,025, an increase of approximately 14.4% over the prior year quarter.
  • Series B 5.5% Cumulative Convertible Preferred Stock: $0.3438 per share, payable January 15, 2027 to stockholders of record as of December 30, 2026.

On 6ix: 6ix.com/news/braemar-hotels-and-resorts-reports-third-quarter-2026-results

NEWS RELEASE

Contact:

Justin Coe

Chief Accounting Officer

Joe Calabrese

Financial Relations Board

(888) 517-7456

(212) 827-3772

BRAEMAR HOTELS & RESORTS REPORTS THIRD QUARTER 2026 RESULTS

DALLAS, November 4, 2026 - Braemar Hotels & Resorts Inc. (NYSE: BHR) ("Braemar" or the "Company") today reported financial results and performance measures for the third quarter ended September 30, 2026. The comparable performance measurements for Occupancy, Average Daily Rate (ADR), Revenue Per Available Room (RevPAR), and Hotel EBITDA assume each of the hotel properties in the Company's hotel portfolio as of September 30, 2026 was owned as of the beginning of each of the periods presented. Unless otherwise stated, all reported results compare the third quarter ended September 30, 2026 with the third quarter ended September 30, 2025 (see discussion below). The reconciliation of non-GAAP financial measures is included in the financial tables accompanying this press release.

THIRD QUARTER 2026 FINANCIAL HIGHLIGHTS

Q3 HOTEL FINANCIAL HIGHLIGHTS

  • RevPAR: Comparable RevPAR for all hotels totaled $284, an increase of 14.4% over the prior year quarter, which is the second-highest Q3 comparable RevPAR in the Company's history, trailing only the post-pandemic recovery in 2022. Comparable ADR increased 8.6% over the prior year quarter to $419, and Comparable Occupancy increased 5.3% over the prior year quarter to 67.9%. Comparable RevPAR for all hotels excluding the Four Seasons Resort Scottsdale, which was sold in October 2026, totaled

    $290, an increase of 15.9% over the prior year quarter, with ADR of $411 and occupancy of 70.6%.

  • Total RevPAR: Comparable Total RevPAR for all hotels increased 10.0% over the prior year quarter to $452, with comparable total hotel revenue up 9.9% to $95.2 million.

  • Urban Properties: Comparable RevPAR increased 23.3% to $211, and Comparable Hotel EBITDA increased 63.2% to $10.1 million, with Comparable Hotel EBITDA margin expanding 706 basis points to 24.3%.

  • Resort Properties: Comparable RevPAR increased 5.9% to $457, with Comparable ADR up 8.4% to $889.

  • Year-to-Date: Comparable RevPAR for the nine months ended September 30, 2026 increased 10.0% to $366. Comparable Hotel EBITDA was $93.0 million, up 14.9%, with Comparable Hotel EBITDA margin expanding 158 basis points to 26.0%.

  • Comparable Hotel EBITDA: $12.9 million for the quarter, up 20.7% over the prior year quarter. Comparable Hotel EBITDA margin expanded

122 basis points to 13.6%. Comparable Hotel EBITDA for all hotels excluding the Four Seasons Resort Scottsdale, which was sold in October 2026, totaled $14.0 million, an increase of 43.8% over the prior year quarter.

Q3 FINANCIAL RESULTS

  • Net loss: Net loss attributable to common stockholders for the quarter was $240.9 million or ($3.51) per diluted share, compared with a net loss of

    $8.2 million or ($0.12) per diluted share in the prior year quarter, primarily due to the $480.0 million termination fee payable to our external advisor recorded during the quarter.

  • Adjusted EBITDAre: $3.9 million for the quarter, compared with $16.4 million in the prior year quarter, which included hotels that have since been sold. Due to the portfolio's seasonality, the third quarter is traditionally the Company's lowest-earning quarter of the year.

  • Adjusted funds from operations (AFFO): ($0.25) per diluted share for the quarter, compared with ($0.19) in the prior year quarter.

BALANCE SHEET & CAPITAL ALLOCATION

  • Cash: The Company ended the quarter with cash and cash equivalents of

    $78.9 million and restricted cash of $39.6 million. The vast majority of the restricted cash consists of manager-held reserves. At the end of the quarter, there was also $16.5 million due from third-party hotel managers, which is primarily the Company's cash held by one of its property managers and is also available to fund hotel operating costs.

  • Leverage: Net debt to gross assets was 33.3% at the end of the third quarter. All of the Company's $624.4 million of indebtedness is non-recourse, and the trailing twelve-month Comparable Hotel EBITDA debt yield was 19.0%.

  • Capital investments: Capex invested during the quarter was $5.0 million.

  • Preferred redemptions: During the quarter, the Company redeemed approximately $5.0 million of its non-traded preferred stock in cash. Redeemable preferred stock redemptions payable totaled $63.5 million as of September 30, 2026.

  • Refinancing: On October 30, 2026, the Company refinanced its mortgage loan for the Ritz-Carlton Lake Tahoe, which had an existing outstanding balance of $43.4 million, a floating interest rate of SOFR + 3.25% and a final maturity date in January 2027. The new loan totals $60.0 million with an additional $15.0 million available to be drawn in the future subject to certain conditions, has a three-year initial term with two one-year extension options and provides for a floating interest rate of SOFR + 2.65%. With this financing now in place, the Company's next hard debt maturity is not until December 2028.

RECENT OPERATING HIGHLIGHTS
  • Following the recent conversion to Hilton's LXR Hotels & Resorts collection, Cameo Beverly Hills delivered RevPAR growth of 82.8% over the prior year quarter.

  • The Notary Hotel delivered RevPAR of $176, an increase of approximately 33.9% over the prior year quarter, with Hotel EBITDA of approximately $3.9 million, an increase of 72.5% over the prior year quarter.

  • Sofitel Chicago Magnificent Mile delivered RevPAR of $276, an increase of approximately 18.0% over the prior year quarter, with Hotel EBITDA of approximately

    $4.7 million, an increase of 75.2% over the prior year quarter, and Hotel EBITDA margin expansion of 1,159 basis points to 34.9%.

  • The Ritz-Carlton Reserve Dorado Beach delivered RevPAR of $1,025, an increase of approximately 14.4% over the prior year quarter.

  • On July 14, 2026, the Company closed on the sale of the Ritz-Carlton Sarasota, the Hotel Yountville and the Bardessono Hotel and Spa for a total purchase price of $437.5 million in cash, subject to customary prorations and adjustments. In addition, on August 12, 2026, the Company closed on the sale of the Pier House Resort & Spa for $190.0 million ($1.3 million per key), subject to customary prorations and adjustments.

  • Subsequent to quarter end, on October 28, 2026, the Company closed on the previously announced sale of the Four Seasons Resort Scottsdale at Troon North for $372 million ($1.8 million per key), subject to customary prorations and adjustments. The sale price represents a 5.8% capitalization rate on net operating income for the trailing 12 months ended September 2026, including anticipated capital expenditures of $23 million. This investment generated an unlevered return of approximately 15%, significantly above our 10% minimum target.

    "Our luxury portfolio delivered another quarter of double-digit RevPAR and Hotel EBITDA growth. Comparable RevPAR surged 14.4%-our strongest growth since the post-pandemic recovery in 2022 and another near-record result for the quarter-and comparable Hotel EBITDA increased 20.7%," said Richard J. Stockton, Braemar's President and Chief Executive Officer. "Growth was broad-based, with comparable ADR up 8.6% and comparable occupancy up 5.3%. We converted that top-line strength into strong profitability, with comparable Hotel EBITDA margin expanding 122 basis points, showcasing the earnings power of our resilient portfolio.

    "With the closing of the sale of Four Seasons Resort Scottsdale, the final sale needed to complete our transition to self-management and pay the remaining fees owed to our external advisor, we remain on track to complete our transition to a self-managed REIT in mid-November. We are also excited about recently announcing that the Company's Board of Directors intends to nominate seven new highly qualified and independent leaders for election at the Company's 2026 Annual Meeting of Stockholders. We look forward to updating shareholders in the coming weeks as we continue to execute on our path to value creation for shareholders."

    CAPITAL STRUCTURE

    As of September 30, 2026, the Company had total assets of $1.2 billion and $624 million of loans. The Company's total combined loans had a blended average interest rate of 7.25%. The Company had no fixed-rate debt outstanding, and none of its interest rate caps were in the money at quarter-end; accordingly, all of the Company's debt was effectively floating rate.

    DIVIDENDS

    On October 16, 2026, the Company announced that its Board of Directors declared the following cash dividends:

  • Series B 5.5% Cumulative Convertible Preferred Stock: $0.3438 per share, payable January 15, 2027 to stockholders of record as of December 30, 2026.

  • Series D 8.25% Cumulative Preferred Stock: $0.5156 per share, payable January 15, 2027 to stockholders of record as of December 31, 2026.

  • Series E Redeemable Preferred Stock: $0.15625 per share, payable on November 16, 2026 (to stockholders of record as of October 30, 2026), December 15, 2026 (to stockholders of record as of November 30, 2026) and January 15, 2027 (to stockholders of record as of December 31, 2026).

  • Series M Redeemable Preferred Stock: $0.17708 to $0.18125 per share depending on CUSIP, payable on November 16, 2026 (to stockholders of record as of October 30, 2026), December 15, 2026 (to stockholders of record as of November 30, 2026) and

January 15, 2027 (to stockholders of record as of December 31, 2026).

The Board of Directors reviews the Company's dividend policy on a quarter-to-quarter basis. The adoption of a dividend policy does not commit the Board of Directors to declare future dividends or the amount thereof.

HOTEL EBITDA MARGINS AND QUARTERLY SEASONALITY TRENDS

The Company believes year-over-year Comparable Hotel EBITDA and Comparable Hotel EBITDA Margin comparisons are more meaningful to gauge the performance of the Company's hotels than sequential quarter-over-quarter comparisons. To help investors better understand the substantial seasonality in the Company's portfolio, the Company provides quarterly detail on its Comparable Hotel EBITDA and Comparable Hotel EBITDA Margin for the current and certain prior-year periods based upon the number of hotels in the Company's portfolio as of the end of the current period. As the Company's portfolio mix changes from time to time, so will the seasonality for Comparable Hotel EBITDA and Comparable Hotel EBITDA Margin.

NON-GAAP MEASURES

We use certain non-GAAP measures, in addition to the required GAAP presentations, as we believe these measures improve the understanding of our operational results and make comparisons of operating results among peer real estate investment trusts more meaningful. Non-

GAAP financial measures, which should not be relied upon as a substitute for GAAP measures, used in this press release are FFO, AFFO, EBITDA, EBITDAre, Adjusted EBITDAre, and Hotel EBITDA. Please refer to our most recently filed Annual Report on Form 10-K for a more detailed description of how these non-GAAP measures are calculated. The reconciliations of non-GAAP measures to the closest GAAP measures are provided below and provide further details of our results for the period being reported.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. Securities will be offered only by means of a registration statement and prospectus which can be found at https://www.sec.gov.

About Braemar Hotels & Resorts

Braemar Hotels & Resorts Inc. (NYSE: BHR) is a real estate investment trust (REIT) focused on the high-growth luxury hotel and resort sector. Its industry-leading portfolio features luxury properties across the United States and the U.S. territories in the Caribbean.

Forward-Looking Statements

Certain statements and assumptions in this communication contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this communication include, among others, statements about the Company's strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Braemar's control. These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: our nomination of the director candidates; our ability to complete the previously announced shareholder value creation plan on a timely basis, if at all; potential risks related to actions or proposals from activist stockholders; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; risks associated with our ability to effectuate our dividend policy, including factors such as operating results and the economic outlook influencing our board's decision whether to pay further dividends at levels previously disclosed or to use available cash to pay dividends; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Braemar's filings with the U.S. Securities and Exchange Commission (the "SEC").

The forward-looking statements included in this communication are only made as of the date of this communication. Such forward-looking statements are based on our beliefs, assumptions, and expectations

of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.

IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS CERTAIN INFORMATION REGARDING PARTICIPANTS

Braemar and its directors and certain of its executive officers will be deemed to be "participants" (as

defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company's stockholders by Braemar in connection with the matters to be considered at Braemar's 2026 Annual Meeting of Stockholders. Information regarding the names of Braemar's executive officers and directors and their respective interests in Braemar by security holdings or otherwise is set forth (i) in Braemar's proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on October 30, 2025 (the "2025 Proxy Statement"), which is available here, including under the headings "SUMMARY", "PROPOSAL NUMBER ONE-ELECTION OF DIRECTORS", "CORPORATE GOVERNANCE", "BOARD OF DIRECTORS AND COMMITTEES", "EXECUTIVE OFFICERS", "EXECUTIVE COMPENSATION", "PROPOSAL NUMBER TWO-ADVISORY APPROVAL OF EXECUTIVE COMPENSATION", "SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" and "CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS" and (ii) under Item 1.01 "ENTRY INTO A MATERIAL

DEFINITIVE AGREEMENT" in the Current Reports on Form 8-K filed by Braemar with the SEC on December 23, 2025 (available here), on March 17, 2026 (available here), on April 3, 2026 (available here) and on May 22, 2026 (available here), under Item 5.02 "DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;

COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS" in the Current Reports on Form 8-K filed by Braemar with the SEC on February 25, 2026 (available here), on February 27, 2026 (available here), on March 6, 2026 (available here), on March 17, 2026 (available here) and on May 28, 2026 (available here), under Item 5.07 "SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS" in the Current Report on Form 8-K filed by Braemar with the SEC on December 16, 2025 (available here) and under Item 8.01 "OTHER EVENTS" in the Current Report on Form 8-K filed by Braemar with the SEC on June 1, 2026 (available here). To the extent holdings of such persons in the Company's securities have changed since the amounts described in the 2025 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, by Jim A. Plohg on December 22, 2025 (available here), by Jim A. Plohg on January 14, 2026 (available here), by Monty J. Bennett on February 26, 2026 (available here), by Richard J. Stockton on February 26, 2026 (available here) and by Eric Batis on June

1, 2026 (available here). Additional information can also be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026 (available here), as amended by the Amendment No. 1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (available here). Details concerning the nominees of Braemar's Board of Directors for election at the 2026 Annual Meeting will be included in the Proxy Statement (defined below). These documents, including the definitive Proxy Statement (and any amendments or supplements thereto) and other documents filed by the Company with the SEC, are or will be available free of charge at the SEC's website at www.sec.gov. Copies of the documents filed by Braemar are also available free of charge by accessing the "SEC Filings" section of the Company's website at www.braemar.q4ir.com/ investor/financials-sec-filings/sec-filings/. Further information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement.

IMPORTANT INFORMATION AND WHERE TO FIND IT

Braemar Hotels & Resorts Inc. (the "Company" or "Braemar") intends to file a proxy statement and GOLD proxy card and other relevant documents with the SEC in connection with its solicitation of proxies from the Company's stockholders for Braemar's 2026 Annual Meeting of Stockholders (the "Proxy Statement"). This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other document that Braemar may file with the SEC in connection with any solicitation by Braemar. BRAEMAR STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY BRAEMAR AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN

IMPORTANT INFORMATION. Stockholders may obtain copies of these documents and other documents filed with the SEC by Braemar free of charge through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed by Braemar are also available free of charge by accessing the "SEC Filings" section of the Company's website at https://www.braemar.q4ir.com/investor/financials-sec-filings/sec-filings/.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts) (unaudited)

September 30,

December 31,

2026

2025

ASSETS

Investments in hotel properties, gross

$ 1,015,612 $ 1,902,328

Accumulated depreciation

(263,144) (344,061)

Investments in hotel properties, net

752,468 1,558,267

Cash and cash equivalents

78,862 124,354

Restricted cash

39,571 42,479

Accounts receivable, net of allowance of $117 and $113, respectively

24,120 32,843

Inventories

2,356 4,741

Note receivable

9,359 8,896

Prepaid expenses

4,130 6,987

Deposit paid to Ashford Inc.

- 17,000

Deferred costs, net

73 75

Investment in OpenKey

- 89

Derivative assets

379 56

Other assets

24,254 15,368

Operating lease right-of-use assets

310 30,743

Intangible assets, net

- 2,746

Due from third-party hotel managers

16,508 17,088

Assets held for sale

275,310 -

Total assets

$ 1,227,700 $ 1,861,732

LIABILITIES AND EQUITY

Liabilities:

Indebtedness, net

$ 442,957

$ 1,103,450

Accounts payable and accrued expenses

107,949

142,123

Redeemable preferred stock redemptions payable

63,480

30,864

Dividends and distributions payable

3,780

7,672

Due to Ashford Inc., net

179,333

5,148

Due to related parties, net

-

257

Due to third-party hotel managers

408

1,467

Operating lease liabilities

365

20,058

Other liabilities

12,278

25,572

Liabilities associated with assets held for sale

210,483

-

Total liabilities

1,021,033

1,336,611

5.50% Series B cumulative convertible preferred stock, $0.01 par value, 3,078,017 shares issued and outstanding at September 30, 2026 and December 31, 2025

65,426

65,426

Series E redeemable preferred stock, $0.01 par value, 8,150,132 and 10,818,280 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively

203,764

265,695

Series M redeemable preferred stock, $0.01 par value, 1,269,981 and 1,368,091 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively

31,766

34,217

Redeemable noncontrolling interests in operating partnership

11,173

19,005

Equity:

Preferred stock, $0.01 par value, 80,000,000 shares authorized:

8.25% Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at September 30, 2026 and December 31, 2025

16

16

Common stock, $0.01 par value, 250,000,000 shares authorized, 68,679,318 and 68,219,432 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively

687

682

Additional paid-in capital

707,922

706,488

Accumulated deficit

(814,087)

(568,503)

Total stockholders' equity (deficit) of the Company

(105,462)

138,683

Noncontrolling interest in consolidated entities

-

2,095

Total equity (deficit)

(105,462)

140,778

Total liabilities and equity (deficit)

$ 1,227,700

$ 1,861,732

8

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts) (unaudited)

Three Months Ended Nine Months Ended September 30, September 30,

2026

2025

2026

2025

REVENUE

Rooms

$ 63,147

$ 85,701

$ 294,131

$ 331,617

Food and beverage

25,983

36,637

123,647

133,996

Other

12,448

21,218

63,809

72,840

Total hotel revenue

101,578

143,556

481,587

538,453

EXPENSES

Hotel operating expenses:

Rooms

18,665

24,728

67,761

80,232

Food and beverage

24,268

30,685

98,075

106,662

Other expenses

38,356

51,766

151,158

168,587

Management fees

3,103

4,440

14,435

16,891

Total hotel operating expenses

84,392

111,619

331,429

372,372

Property taxes, insurance and other

4,677

8,211

16,836

26,568

Depreciation and amortization

16,611

23,164

60,623

69,919

Advisory services fee:

Base advisory fee

4,030

3,539

11,587

10,592

Reimbursable expenses

3,468

3,825

10,595

10,403

Incentive fee

-

476

-

746

Stock/unit-based compensation

-

75

-

(24)

Corporate, general and administrative:

Stock/unit-based compensation

-

-

-

5

Other general and administrative

12,139

3,811

21,419

4,402

Termination fee

480,000

-

480,000

-

Total operating expenses

605,317

154,720

932,489

494,983

Gain (loss) on disposition of assets and hotel properties

259,927

40,970

277,325

40,970

OPERATING INCOME (LOSS)

(243,812)

29,806

(173,577)

84,440

Equity in earnings (loss) of unconsolidated entity

-

-

(31)

-

Interest income

841

1,494

2,425

4,901

Other income (expense)

-

-

-

(1,250)

Interest expense

(14,525)

(22,462)

(51,383)

(67,831)

Amortization of loan costs

(1,678)

(2,726)

(6,528)

(7,545)

Write-off of loan costs and exit fees

(20)

(366)

(1,509)

(1,833)

Gain (loss) on extinguishment of debt

-

(1,553)

-

(1,553)

Realized and unrealized gain (loss) on derivatives

54

(118)

337

(301)

INCOME (LOSS) BEFORE INCOME TAXES

(259,140)

4,075

(230,266)

9,028

Income tax (expense) benefit

9,756

648

5,858

(474)

NET INCOME (LOSS)

(249,384)

4,723

(224,408)

8,554

(Income) loss attributable to noncontrolling interest in consolidated entities

7

412

72

361

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership

16,104

607

15,805

2,358

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

(233,273)

5,742

(208,531)

11,273

Preferred dividends

(7,594)

(8,667)

(23,375)

(26,928)

Deemed dividends on redeemable preferred stock

-

(5,251)

(4,771)

(11,086)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS

$ (240,867)

$ (8,176)

$ (236,677)

$ (26,741)

INCOME (LOSS) PER SHARE - BASIC AND DILUTED

Basic:

Net income (loss) attributable to common stockholders

$ (3.51)

$ (0.12)

$ (3.45)

$ (0.40)

Weighted average common shares outstanding - basic

68,679

68,219

68,598

67,419

Diluted:

Net income (loss) attributable to common stockholders

$ (3.51)

$ (0.12)

$ (3.45)

$ (0.40)

Weighted average common shares outstanding - diluted

68,679

68,219

68,598

67,419

Dividends declared per common share

$ -

$ 0.05

$ -

$ 0.15

9

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, EBITDAre AND ADJUSTED EBITDAre

(in thousands) (unaudited)

Three Months Ended Nine Months Ended September 30, September 30,

2026

2025

2026

2025

Net income (loss)

$ (249,384)

$ 4,723

$ (224,408)

$ 8,554

Interest expense and amortization of loan costs

16,203

25,188

57,911

75,376

Depreciation and amortization

16,611

23,164

60,623

69,919

Income tax expense (benefit)

(9,756)

(648)

(5,858)

474

Equity in (earnings) loss of unconsolidated entity

-

-

31

-

EBITDA

(226,326)

52,427

(111,701)

154,323

(Gain) loss on disposition of assets and hotel properties

(259,927)

(40,970)

(277,325)

(40,970)

EBITDAre

(486,253)

11,457

(389,026)

113,353

Amortization of favorable (unfavorable) contract assets (liabilities)

36

107

250

321

Transaction and conversion costs

3,900

1,608

7,719

2,774

Write-off of loan costs and exit fees

20

366

1,509

1,833

Realized and unrealized (gain) loss on derivatives

(54)

118

(337)

301

Stock/unit-based compensation

-

75

-

(20)

Legal, advisory and settlement costs

5,866

618

7,178

(3,864)

Advisory services incentive fee

-

476

-

746

(Gain) loss on extinguishment of debt

-

1,553

-

1,553

Other (income) expense

-

-

-

1,250

Severance

365

-

913

-

Termination fee

480,000

-

480,000

-

Adjusted EBITDAre

$ 3,880

$ 16,378

$ 108,206

$ 118,247

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME (LOSS) TO FUNDS FROM OPERATIONS ("FFO") AND ADJUSTED FFO

(in thousands, except per share amounts) (unaudited)

Three Months Ended Nine Months Ended September 30, September 30,

2026

2025

2026

2025

Net income (loss)

$ (249,384)

$ 4,723

$ (224,408)

$ 8,554

(Income) loss attributable to noncontrolling interest in consolidated entities

7

412

72

361

Net (income) loss attributable to redeemable noncontrolling interests in operating partnership

16,104

607

15,805

2,358

Preferred dividends

(7,594)

(8,667)

(23,375)

(26,928)

Deemed dividends on redeemable preferred stock

-

(5,251)

(4,771)

(11,086)

Net income (loss) attributable to common stockholders

(240,867)

(8,176)

(236,677)

(26,741)

Depreciation and amortization on real estate (1)

16,611

22,498

60,623

67,864

Net income (loss) attributable to redeemable noncontrolling interests in operating partnership

(16,104)

(607)

(15,805)

(2,358)

Equity in (earnings) loss of unconsolidated entity

-

-

31

-

(Gain) loss on disposition of assets and hotel properties

(259,927)

(40,988)

(277,325)

(40,988)

FFO available to common stockholders and OP unitholders

(500,287)

(27,273)

(469,153)

(2,223)

Deemed dividends on redeemable preferred stock

-

5,251

4,771

11,086

Transaction and conversion costs

3,900

1,608

7,719

2,774

Write-off of premiums, loan costs and exit fees

20

366

1,509

1,833

Unrealized (gain) loss on derivatives

(53)

299

(326)

850

Stock/unit-based compensation

-

75

-

(20)

Legal, advisory and settlement costs

5,866

618

7,178

(3,864)

Interest expense accretion on refundable membership club deposits

17

135

272

421

Amortization of loan costs (1)

1,678

2,690

6,528

7,438

Advisory services incentive fee

-

476

-

746

(Gain) loss on extinguishment of debt

-

1,553

-

1,553

Other (income) expense

-

-

-

1,250

Severance

365

-

913

-

Termination fee, net of related income tax benefit

469,825

-

469,825

-

Adjusted FFO available to common stockholders and OP unitholders

$ (18,669)

$ (14,202)

$ 29,236

$ 21,844

Adjusted FFO per diluted share available to common stockholders and OP unitholders

$ (0.25)

$ (0.19)

$ 0.40

$ 0.30

Weighted average diluted shares

73,271

73,374

73,272

73,553

(1) Net of adjustment for noncontrolling interest in consolidated entities in 2025.

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