Under our Advisory Agreement, we pay advisory fees to Ashford LLC. Advisory fees consist of base fees and incentive fees. We pay a monthly base fee in an amount equal to 1/12 of (i) 0.70% of the Total Market Capitalization (as defined in our Advisory Agreement) of the Company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our Advisory Agreement), if any, on the last day of the prior month during which the advisory agreement was in effect; provided, however, that in no event shall the Base Fee (as defined in our Advisory Agreement) for any month be less than the Minimum Base Fee as provided by the Advisory Agreement. The Company shall pay the Base Fee or the Minimum Base Fee (as defined in our Advisory Agreement) on the fifth business day of each month.

We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a stub period if the Advisory Agreement is terminated at other than year-end). In each year that the Company’s total shareholder return exceeds the average total shareholder return for the peer group, the Company shall pay to Ashford LLC an incentive fee. The incentive fee, if any, subject to the Fixed Coverage Charge Ratio Condition (as defined in the Advisory Agreement), shall be payable in arrears in three equal annual installments.

We reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the Advisory Agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to officers and employees of Ashford LLC in connection with providing advisory services.

•(A) 1.1 multiplied by the greater of (i) 12 times the net earnings of our advisor for the 12 month period preceding the termination date of the advisory agreement; (ii) the earnings multiple for our advisor’s common stock for the 12 month period preceding the termination date of the advisory agreement multiplied by the net earnings of our advisor for the 12 month period preceding the termination date of the advisory agreement; or (iii) the simple average of the earnings multiples for each of the three fiscal years preceding the termination of the advisory agreement multiplied by the net earnings of our advisor for the 12 month period preceding the termination date of the advisory agreement; plus

•(B) an additional amount such that the total net amount received by our advisor after the reduction by state and U.S. federal income taxes at an assumed combined rate of 40% on the sum of the amounts described in (A) and (B) shall equal the amount described in (A); provided, that, the minimum amount of any termination fee calculated as of any date of determination shall be the greater of (i) the fee that would have been payable had such termination fee been calculated as of December 31, 2025 and (ii) the fee calculated as of such date of determination.

On March 12, 2024, we entered into the Third Amended and Restated Advisory Agreement with Ashford LLC (the “Third Amended and Restated Advisory Agreement”). The Third Amended and Restated Advisory Agreement amends and restates the terms of the Second Amended and Restated Advisory Agreement, dated January 14, 2021, to, among other items: (i) require the Company pay the advisor the Portfolio Company Fee (as defined in the Advisory Agreement) upon certain specified defaults under the Company’s loan agreements resulting in the foreclosure of the Company’s hotel properties; (ii) provide that there shall be no additional payments to the advisor from the amendments to the master hotel management agreement with Remington Hospitality and the master project management agreement with Premier until the Oaktree Credit Agreement is paid in full, and limits, for a period of two years thereafter, the incremental financial impact to no more than $2 million per year in additional payments to the advisor from such amendments; (iii) reduce the Consolidated Tangible Net Worth covenant (as defined in the Advisory Agreement) to $750 million (plus 75% of net equity proceeds received) from $1 billion (plus 75% of net equity proceeds received); (iv) revise the criteria that would constitute a Company Change of Control; (v) revise the definition of termination fee to provide for a minimum amount of such termination fee; and (vi) revise the criteria that would constitute a voting control event.

From August 8, 2024 through November 10, 2025, the Company and Ashford LLC entered into six amendments to the Advisory Agreement (the “Amendments”). The Amendments extended the outside date from May 31, 2025 to November 15, 2026 for which any sale or disposition of any of the Company’s Highland Portfolio and JPM8 hotel properties securing the associated mortgage loans following an event of default (as defined in the Advisory Agreement) would be excluded from the numerator of the calculation of the percentage of gross book value of the Company’s assets sold or disposed (but, for the avoidance of doubt, included in the denominator of such calculation) for purposes of determining whether a Company Change of Control (as defined in the Advisory Agreement) had occurred.

On December 23, 2025, Ashford Inc. and Ashford Hospitality Advisors LLC delivered written notice to the Company of the Advisor’s election to extend the term of the Advisory Agreement for an additional ten-year term, commencing on January 14, 2031 and expiring on January 14, 2041. All terms, conditions, rights and obligations under the Advisory Agreement will remain in full force and effect during the extended term, subject to Section 6.5 of the Advisory Agreement that provides the parties to the Advisory Agreement the right to renegotiate the amount of the Base Fee or Incentive Fee (as such terms are defined in the Advisory Agreement) payable by the Company.

On March 2, 2023, we entered into a Limited Waiver Under Advisory Agreement (the “2023 Limited Waiver”) with Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC. Pursuant to the 2023 Limited Waiver, the Company, Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC waived the operation of any provision in the advisory agreement that would otherwise limit our ability, in our discretion and at our cost and expense, to award during the first and second fiscal quarters of calendar year 2023 cash incentive compensation to employees and other representatives of our advisor; provided that such awarded cash incentive compensation does not exceed $13.1 million, in the aggregate, during the waiver period.

On March 11, 2024, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “2024 Limited Waiver”). Pursuant to the 2024 Limited Waiver, the Company, Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC waive the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during calendar year 2024, cash incentive compensation to employees and other representatives of the Advisor.

On March 10, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “2025 Limited Waiver”). Pursuant to the Limited Waiver, the Company, Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLCwaive the operation of any provision in our Advisory Agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during the first and second fiscal quarters of calendar year 2025, cash incentive compensation to employees and other representatives of the Advisor.

On December 9, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “December 2025 Limited Waiver”). The December 2025 Limited Waiver permits the Company, Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC to proceed with the Retention Agreement and related reimbursements for severance or non‑compete payments to Stephen Zsigray without triggering restrictions under the Advisory Agreement, and it is effective solely for this specific instance.

On August 14, 2025, Ashford Trust OP executed a promissory note with Ashford LLC allowing Ashford Trust OP to draw up to $20 million in cash through August 15, 2026 to fund certain permitted costs (as defined in the promissory note). Funds advanced under the promissory note bear interest at an annual rate of 10.0% which may be paid in cash or paid in-kind at Ashford OP’s discretion. The maturity date of the promissory note was August 15, 2026, at which time all principal drawn upon and outstanding interest would have been due and payable. As collateral to secure the repayment of any amounts advanced by Ashford LLC under the promissory note, the Company pledged to Ashford LLC the Company’s equity in Ashford Trust OP subject to Ashford LLC’s filing of a financing statement in the appropriate jurisdiction. On November 10, 2025, Ashford Trust OP executed an amendment to the promissory note with Ashford LLC to allow Ashford Trust OP to draw up to $40 million in cash through November 15, 2026 to fund permitted costs (as defined in the promissory note). Funds advanced under the amended promissory note continued to bear interest at an annual rate of 10% which may be paid in cash or paid in-kind at Ashford OP’s discretion. As of December 31, 2025, no amount had been drawn under the amended promissory note.

Effective December 6, 2023, Stirling REIT Advisors, LLC (“Stirling Advisor”), a subsidiary of Ashford Inc., entered into an advisory agreement with Stirling OP to act as Stirling OP’s advisor. On September 2, 2025, the advisory agreement with Stirling OP was terminated when the Company became the sole remaining unit holder and general partner of Stirling OP. See note 2. Stirling Advisor was paid an annual management fee (payable monthly in arrears) of 1.25% of aggregate NAV represented by the Class T, Class S, Class D and Class I shares of Stirling Inc. Additionally, Stirling OP paid Stirling Advisor a management fee equal to 1.25% of the aggregate NAV of Stirling OP attributable to such Class T, Class S, Class D and Class I operating partnership units not held by Stirling Inc. per annum payable monthly in arrears. No management fee was paid with respect to Class E shares of Stirling Inc. or Class E units of Stirling OP. The management fee was allocated on a class-specific basis and borne by all holders of the applicable class. The management fee was paid, at Stirling Advisor’s election, in cash, Class E shares of Stirling Inc. or Class E units of Stirling OP.

Prior to September 2, 2025, Stirling Advisor had agreed to advance on Stirling OP’s behalf certain general and administrative expenses in connection with Stirling OP’s formation and the raising of equity capital through December 31, 2025, at which point Stirling OP would reimburse Stirling Advisor for all such advanced expenses ratably over the 120 months following such date. Upon Stirling OP’s redemption of all of it’s unit holders other than Ashford Trust OP and Ashford TRS on September 2, 2025, Stirling OP was legally released from approximately $5.3 million of obligations previously owed by Stirling OP to Stirling Advisor for general and administrative expenses and other capital-raising costs paid by Stirling Advisor on Stirling OP’s behalf. The Company recorded the extinguishment of the related liabilities as a capital contribution from Stirling Advisor as required under GAAP.

Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage, which includes worker’s compensation, general liability and auto liability coverages. The hotel management companies procure worker’s compensation insurance, the expenses of which are passed through to the Company. Under the Advisory Agreement and hotel management agreements, Ashford Inc. secures general liability and auto liability policies to cover Ashford Trust, Braemar, their hotel managers, as needed, and Ashford Inc. The total cost estimates covered by such policies are based on the collective pool of risk exposures from each party. Ashford Inc. delegates the management of the casualty insurance program to Warwick Insurance Company, LLC (“Warwick”), a subsidiary of Ashford Inc., which issues policies covering general liability, workers’ compensation and auto liability losses. Each year Ashford Inc. collects funds from Ashford Trust, Braemar and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis.

The Company, Ashford Inc. and Braemar Hotels & Resorts Inc. (“Braemar”) are subject to an agreement pursuant to which Ashford LLC is to implement the REIT’s cash management strategies. This includes actively managing the REIT’s excess cash by primarily investing in short-term U.S. Treasury securities. The annual fee is 20 basis points (“bps”) of the average daily balance of the funds managed by Ashford LLC and is payable monthly in arrears.

We engage Lismore or its subsidiaries to provide debt placement services, assist with loan modifications or refinancings on our behalf and provide brokerage services. During the years ended December 31, 2025, 2024 and 2023, we incurred fees of $2.4 million, $3.4 million and $2.4 million, respectively.

Effective January 1, 2024, Ashford Trust, Ashford Inc. and Braemar (collectively, the “Parties” and each individually, a “Party”) entered into a Fourth Amended and Restated Contribution Agreement with respect to funding certain expenses of Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). The Fourth Amended and Restated Contribution Agreement stated that, notwithstanding anything in the prior contribution agreements: (1) the Parties equally split responsibility for all aggregate contributions made by them to Ashford Securities through September 30, 2021 and (2) thereafter, their contributions for each quarter were based on the ratio of the amounts raised by each Party through Ashford Securities the prior quarter compared to the total aggregate amount raised by the Parties through Ashford Securities the prior quarter. To the extent contributions made by any of the Parties through December 31, 2023 differed from the amounts owed pursuant to the foregoing, the Parties made true up payments to each other to settle the difference. During the first quarter of 2024, the funding requirement was revised based on the aggregate capital raised through Ashford Securities. This resulted in Ashford Trust making a payment of approximately $3.4 million to Ashford Inc.

Effective December 9, 2025, the Parties entered into the Wind‑Down and Investor Servicing Cost Sharing Agreement providing for the orderly wind‑down of Ashford Securities as a FINRA member and SEC‑registered broker‑dealer and allocating all related wind‑down and investor servicing costs among the Parties based on each Party’s proportion of outstanding shares in applicable investment products as of each quarterly measurement date. The agreement supersedes prior cost‑allocation terms solely with respect to these wind‑down and servicing obligations and remains in effect until completion of the wind‑down and the end of all related servicing requirements.

As of December 31, 2025, Ashford Trust has funded approximately $17.0 million and had a $2.4 million payable. As of December 31, 2024, Ashford Trust had funded approximately $13.2 million and had a $503,000 payable. The payables were included in “due to Ashford Inc., net” on our consolidated balance sheets.

Premier Project Management LLC (“Premier”), as a subsidiary of Ashford Inc., provides design and construction services to our hotels, including construction management, interior design, architectural services and the purchasing, freight management and supervision of installation of FF&E and related services. Pursuant to the design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4% of project costs; and (b) market service fees at current market rates with respect to construction management, interior design, architecture, FF&E purchasing, FF&E expediting/freight management, FF&E warehousing and FF&E installation and supervision.

On March 12, 2024, Ashford Trust OP entered into an Amended and Restated Master Project Management Agreement with Premier (the “A&R PMA”). The provisions of the A&R PMA are substantially the same as the Master Project Management Agreement, dated as of August 8, 2018. The A&R PMA provides for an initial term of ten years as to each hotel governed by the A&R PMA. The term may be renewed by Premier, at its option, for three successive periods of seven years each, and, thereafter, a final term of four years; provided that, at the time the option to renew is exercised, Premier is not then in default under the A&R PMA. The A&R PMA also: (i) provides that fees will be payable monthly as the service is delivered based on percentage completion; (ii) allows a project management fee to be paid on a development, together with (and not in lieu of) the development fee; and (iii) fixes the fees for FF&E purchasing, expediting, freight management and warehousing at 8%.

On September 2, 2025, the Master Project Management Agreement with Stirling OP was terminated when the Company became the sole remaining unit holder and general partner of Stirling OP. See note 2. Prior to September 2, 2025, the Master Project Management Agreement provided that Premier would be paid a project management fee equal to 4% of the total project costs associated with the implementation of the capital improvement budget (both hard and soft) until such time that the capital improvement budget and/or renovation project involved the expenditure of an amount in excess of 5% of the gross revenues of the applicable hotel, whereupon the design project management fee was reduced to 3% of the total project costs in excess of the 5% of gross revenue threshold.

The Master Project Management Agreement provided that Premier would provide the following services and would be paid the following fees: (i) architecture (6.5% of total construction costs, plus reimbursement for all third-party, out-of-pocket costs and expenses of mechanical, electrical and structural engineering services utilized in providing architectural services for project management work); (ii) construction management for projects without a general contractor (10% of total construction costs); (iii) interior design (6% of the purchase price of FFE designed or selected by Premier); (iv) FFE purchasing (8% of the purchase price of the FFE purchased by Premier; provided that, if the purchase price exceeded $2.0 million for a single hotel in a calendar year, then the procurement fee was reduced to 6% of the FFE purchase price in excess of $2.0 million for such hotel in such calendar year); (v) freight expediting (8% of the cost of expediting FFE); (vi) warehousing (8% of the cost of warehousing goods delivered to the job site); and (vii) development (4% of total project costs).

We pay monthly hotel management fees equal to the greater of approximately $18,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met, and other general and administrative expense reimbursements primarily related to accounting services. Our hotel management agreement also requires that we fund property-level operating costs including the hotel manager's payroll and related costs.

On March 12, 2024, Ashford TRS Corporation entered into a Second Consolidated, Amended and Restated Hotel Master Management Agreement with Remington Hospitality (the “Second A&R HMA”). The provisions of the Second A&R HMA are substantially the same as in the Consolidated, Amended and Restated Hotel Master Management Agreement, dated as of August 8, 2018. The Second A&R HMA provides for an initial term of ten years as to each hotel governed by the Second A&R HMA. The term may be renewed by Remington Hospitality, at its option, for three successive periods of seven years each, and, thereafter, a final term of four years; provided that, at the time the option to renew is exercised, Remington Hospitality is not then in default under the Second A&R HMA. The Second A&R HMA also provides that Remington Hospitality may charge market premiums for its self-insured health plans to its hotel employees, the cost of which is an operating expense of the hotel properties.

On September 11, 2024, Ashford TRS Corporation entered into the First Amendment (the “HMA Amendment”) to the Second A&R HMA with Remington Hospitality. Pursuant to the HMA Amendment, the amount of Group Services (as defined in the Second A&R HMA) charged per room per month at each hotel is capped at $38.32 (subject to annual increases beginning in 2026 equal to the greater of 3% or the percentage change in the Consumer Price Index over the preceding annual period) (the “Cap”). Any unpaid balance will be paid by Ashford TRS, and the Cap will be disregarded when calculating the Incentive Fee (as defined in the Second A&R HMA) for 2024. The Cap will not apply to hotels for whom the New Lessee (as defined in the Second A&R HMA) is not a direct or indirect wholly-owned subsidiary of Ashford TRS.

In accordance with our advisory agreement, our advisor, or entities in which our advisor has an interest, have a right to provide products or services to our hotels, provided such transactions are evaluated and approved by our independent directors. The following tables summarize the entities in which our advisor has an interest with which we or our hotel properties contracted for products and services, the amounts recorded by us for those services and the applicable classification on our consolidated financial statements (in thousands):


		Year Ended December 31, 2025
Company	Product or Service	Total		Investments in Hotel Properties, net (1)		Indebtedness, net (2)		Other Assets		Other Hotel Revenue		Management Fees		Other Hotel Expenses
Ashford LLC	Insurance claims services	$	11	$	—	$	—	$	—	$	—	$	—	$	—
Ashford Securities	Capital raise services	8,819		—		—		—		—		—		—

INSPIRE	Audio visual commissions	9,326		—		—		—		9,240		—		—

Lismore Capital	Debt placement and related services	2,439		—		1,584		—		—		—		—

OpenKey	Mobile key app	78		—		—		—		—		—		78
Premier	Design and construction services	17,933		15,362		—		—		—		—		400
Warwick	Insurance related services	8,199		—		—		—		—		—		—
Ashford LLC	Cash management services	8		—		—		—		—		—		—
Pure Wellness	Hypoallergenic premium rooms	1,135		—		—		—		—		—		1,135
Remington Hospitality	Hotel management services (3)	49,430		—		—		—		—		24,167		25,263


		Year Ended December 31, 2025
Company	Product or Service	Total		Property Taxes, Insurance and Other		Advisory Services Fee		Interest Income		Corporate, General and Administrative		Write-off of Premiums, Loan Costs and Exit Fees		Preferred Stock
Ashford LLC	Insurance claims services	$	11	$	11	$	—	$	—	$	—	$	—	$	—
Ashford Securities	Capital raise services	8,819		—		—		—		7,194		—		1,625

INSPIRE	Audio visual commissions	9,326		—		—		—		86		—		—

Lismore Capital	Debt placement and related services	2,439		—		—		—		—		855		—

OpenKey	Mobile key app	78		—		—		—		—		—		—
Premier	Design and construction services	17,933		—		2,171		—		—		—		—
Warwick	Insurance related services	8,199		8,199		—		—		—		—		—
Ashford LLC	Cash management services	8		—		—		(8)		—		—		—
Pure Wellness	Hypoallergenic premium rooms	1,135		—		—		—		—		—		—
Remington Hospitality	Hotel management services (3)	49,430		—		—		—		—		—		—


		Year Ended December 31, 2024
Company	Product or Service	Total		Investments in Hotel Properties, net (1)		Indebtedness, net (2)		Other Assets		Other Hotel Revenue		Management Fees		Other Hotel Expenses

Ashford LLC	Insurance claims services	$	9	$	—	$	—	$	—	$	—	$	—	$	—
Ashford Securities	Capital raise services	11,816		—		—		—		—		—		—






INSPIRE	Audio visual commissions	8,788		—		—		—		8,905		—		—
Lismore Capital	Debt placement and related services	3,406		—		—		475		—		—		—
OpenKey	Mobile key app	91		—		—		—		—		—		91
Premier	Design and construction services	19,812		17,256		—		—		—		—		437
Warwick	Insurance related services	9,559		—		—		—		—		—		31
Ashford LLC	Cash management services	67		—		—		—		—		—		—
Pure Wellness	Hypoallergenic premium rooms	1,208		—		—		—		—		—		1,208
Remington Hospitality	Hotel management services (3)	54,569		—		—		—		—		25,900		28,668


		Year Ended December 31, 2024
Company	Product or Service	Total		Property Taxes, Insurance and Other		Advisory Services Fee		Interest Income		Corporate, General and Administrative		Write-off of premiums, loan costs and exit fees		Preferred Stock

Ashford LLC	Insurance claims services	$	9	$	9	$	—	$	—	$	—	$	—	$	—
Ashford Securities	Capital raise services	11,816		—		—		—		9,489		—		2,327






INSPIRE	Audio visual commissions	8,788		—		—		—		117		—		—
Lismore Capital	Debt placement and related services	3,406		—		—		—		—		2,931		—
OpenKey	Mobile key app	91		—		—		—		—		—		—
Premier	Design and construction services	19,812		—		2,119		—		—		—		—
Warwick	Insurance related services	9,559		9,528		—		—		—		—		—
Ashford LLC	Cash management services	67		—		—		(67)		—		—		—
Pure Wellness	Hypoallergenic premium rooms	1,208		—		—		—		—		—		—
Remington Hospitality	Hotel management services (3)	54,569		—		—		—		—		—		—


		Year Ended December 31, 2023
Company	Product or Service	Total		Investments in Hotel Properties, net (1)		Indebtedness, net (2)		Other Assets		Other Hotel Revenue		Management Fees		Other Hotel Expenses

Ashford LLC	Insurance claims services	$	9	$	—	$	—	$	—	$	—	$	—	$	—
Ashford Securities	Capital raise services	5,120		—		—		—		—		—		—

INSPIRE	Audio visual commissions	9,955		—		—		—		10,064		—		—

Lismore Capital	Debt placement and related services	2,444		—		767		525		—		—		—

OpenKey	Mobile key app	122		—		—		—		—		—		122
Premier	Design and construction services	22,961		21,106		—		—		—		—		—
Pure Wellness	Hypoallergenic premium rooms	1,393		—		—		—		—		—		1,393
Remington Hospitality	Hotel management services (3)	57,587		—		—		—		—		30,787		26,800


		Year Ended December 31, 2023
Company	Product or Service	Total		Property Taxes, Insurance and Other		Advisory Services Fee		Corporate, General and Administrative		Write-off of Premiums, Loan Costs and Exit Fees		Preferred Stock

Ashford LLC	Insurance claims services	$	9	$	9	$	—	$	—	$	—	$	—
Ashford Securities	Capital raise services	5,120		—		—		3,030		—		2,090

INSPIRE	Audio visual commissions	9,955		—		—		109		—		—

Lismore Capital	Debt placement and related services	2,444		—		—		—		1,152		—

OpenKey	Mobile key app	122		—		—		—		—		—
Premier	Design and construction services	22,961		—		1,855		—		—		—
Pure Wellness	Hypoallergenic premium rooms	1,393		—		—		—		—		—
Remington Hospitality	Hotel management services (3)	57,587		—		—		—		—		—


		Due (to) from Ashford Inc.
Company	Product or Service	December 31, 2025		December 31, 2024
Ashford LLC	Advisory services	$	(23,499)	$	(10,047)

AIM	Cash management services	—		(4)
Ashford LLC	Casualty insurance	(9,247)		(8,350)
Ashford Securities	Capital raise services/Broker dealer expense	(148)		(226)
INSPIRE	Audio visual	(609)		(858)
OpenKey	Mobile key app	—		(3)
Premier	Design and construction services	(7,061)		(1,478)
Ashford LLC	Stirling startup and ongoing operating expenses	(39)		(4,639)
Pure Wellness	Hypoallergenic premium rooms	(40)		(30)

		$	(40,643)	$	(25,635)