Document

On July 14, 2026, Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) completed the sale of: (i) The Ritz-Carlton Sarasota located in Sarasota, Florida (“The Ritz-Carlton Sarasota”); (ii) Hotel Yountville located in Yountville, California; and (iii) the Bardessono Hotel and Spa (“Bardessono Hotel”) located in Yountville, California for approximately $432.7 million in cash, net of transfer taxes and selling expenses. Additionally, the Company repaid approximately $232.8 million on the mortgage loan partially secured by the three hotel properties.

The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the disposition occurred on the date indicated or what may result in the future. The unaudited pro forma consolidated balance sheet assumes the disposition closed on March 31, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the three months ended March 31, 2026, assumes the disposition closed on January 1, 2025. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of the hotel properties and their results of operations, which contains a non-recurring gain associated with the disposition of the hotel properties. The pro forma gain resulting from the disposition of the hotel properties is preliminary. Therefore, the actual results may differ from the amounts reflected in the pro forma financial statements. There are no other non-recurring items associated with the transaction.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands, except share and per share amounts)


	Braemar Consolidated Historical (A)		The Ritz-Carlton Sarasota (B)		Hotel Yountville (C)		Bardessono Hotel (D)		Adjustments			Braemar Consolidated Pro Forma
ASSETS
Investment in hotel properties, gross	$	1,906,327	$	198,238	$	72,569	$	47,454	$	—		$	1,588,066
Accumulated depreciation	(361,588)		(34,632)		(2,161)		(2,377)		—			(322,418)
Investment in hotel properties, net	1,544,739		163,606		70,408		45,077		—			1,265,648
Cash and cash equivalents	93,385		5,797		189		738		432,735		(E) (i)	281,598
									(4,933)		(E) (i)
									(232,865)		(E) (ii)
Restricted cash	55,357		1,326		43		117		—			53,871

Accounts receivable, net of allowance	37,045		3,052		75		184		—			33,734
Inventories	4,870		992		57		135		—			3,686
Note receivable	9,045		—		—		—		—			9,045
Prepaid expenses	8,286		498		256		386		—			7,146
Deposit paid to Ashford Inc.	17,000		—		—		—		—			17,000
Deferred costs, net	74		—		—		—		—			74
Derivative assets	341		—		—		—		—			341
Operating lease right-of-use assets	30,597		1,924		17		28,319		—			337
Other assets	17,685		2,470		41		19		—			15,155
Intangible assets, net	2,652		2,652		—		—		—			—
Due from related parties, net	367		—		(114)		(135)		—			616
Due from third-party hotel managers	28,054		4,885		—		—		—			23,169


Total assets	$	1,849,497	$	187,202	$	70,972	$	74,840	$	194,937		$	1,711,420
LIABILITIES AND EQUITY
Liabilities:
Indebtedness, net	$	1,106,029	$	129,576	$	36,879	$	38,873	$	(26,830)	(E) (ii)	$	873,871
Accounts payable and accrued expenses	139,573		14,747		3,160		5,507		—			116,159
Redeemable preferred stock redemptions payable	46,719		—		—		—		—			46,719
Dividends and distributions payable	3,907		—		—		—		—			3,907
Due to Ashford Inc., net	1,924		—		—		—		—			1,924
Due to third-party hotel managers	3,392		—		—		—		—			3,392
Operating lease liabilities	20,058		1,822		17		17,830		—			389
Other liabilities	24,963		17,782		—		—		—			7,181



Total liabilities	1,346,565		163,927		40,056		62,210		(26,830)			1,053,542
5.50% Series B cumulative convertible preferred stock, $0.01 par value, 3,078,017 shares issued and outstanding at March 31, 2026	65,426		—		—		—		—			65,426
Series E redeemable preferred stock, $0.01 par value, 9,561,665 shares issued and outstanding at March 31, 2026	239,042		—		—		—		—			239,042
Series M redeemable preferred stock, $0.01 par value, 1,337,328 shares issued and outstanding at March 31, 2026	33,450		—		—		—		—			33,450
Redeemable noncontrolling interests in operating partnership	15,925		—		—		—		—			15,925
Equity:
Preferred stock, $0.01 value, 80,000,000 shares authorized:
8.25% Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at March 31, 2026	16		—		—		—		—			16
Common stock, $0.01 par value, 250,000,000 shares authorized, 68,679,318 shares issued and outstanding at March 31, 2026	687		—		—		—		—			687
Additional paid-in capital	707,874		23,275		30,916		12,630		274,552		(E) (i)	705,344
									(4,933)		(E) (i)
									(205,328)		(E) (ii)

Accumulated other comprehensive income (loss)	—		—		—		—		—			—
Accumulated deficit	(561,566)		—		—		—		158,183		(E) (i)	(404,090)
									(707)		(E) (ii)
Total stockholders’ equity of the Company	147,011		23,275		30,916		12,630		221,767			301,957
Noncontrolling interest in consolidated entities	2,078		—		—		—		—			2,078
Total equity	149,089		23,275		30,916		12,630		221,767			304,035
Total liabilities and equity	$	1,849,497	$	187,202	$	70,972	$	74,840	$	194,937		$	1,711,420

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A)Represents the historical consolidated balance sheet of Braemar as of March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 7, 2026.

(B)Represents the removal of the historical balance sheet of The Ritz-Carlton Sarasota as of March 31, 2026.

(C)Represents the removal of the historical balance sheet of Hotel Yountville as of March 31, 2026.

(D)Represents the removal of the historical balance sheet of the Bardessono Hotel as of March 31, 2026.

(E)Represents adjustments for Braemar’s disposition of: The Ritz-Carlton Sarasota, Hotel Yountville and the Bardessono Hotel as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $432.7 million, net of transfer taxes and selling expenses and $5.0 million cash paid for hotel net working capital; and (ii) the cash paid to repay the mortgage loan partially secured by the hotel properties.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2025

(in thousands, except share and per share amounts)


	Braemar Consolidated Historical (A)		The Ritz-Carlton Sarasota (B)		Hotel Yountville (C)		Bardessono Hotel (D)		Adjustments			Braemar Consolidated Pro Forma
REVENUE
Rooms	$	428,990	$	36,771	$	10,125	$	15,374	$	—		$	366,720
Food and beverage	179,538		31,089		1,551		3,240		—			143,658
Other	95,487		26,066		1,859		2,489		—			65,073
Total hotel revenue	704,015		93,926		13,535		21,103		—			575,451


EXPENSES
Hotel operating expenses:
Rooms	104,367		8,426		2,259		3,108		—			90,574
Food and beverage	141,846		22,969		1,572		3,157		—			114,148
Other expenses	223,977		30,830		4,735		8,593		—			179,819
Management fees	21,995		2,272		405		633		—			18,685
Total hotel operating expenses	492,185		64,497		8,971		15,491		—			403,226
Property taxes, insurance and other	34,253		4,917		1,556		1,496		—			26,284
Depreciation and amortization	92,578		8,479		2,540		3,004		—			78,555
Impairment charges	54,492		—		15,564		8,672					30,256
Advisory services fee	29,186		—		—		—		—			29,186


Corporate general and administrative	11,754		—		—		—		—			11,754
Total expenses	714,448		77,893		28,631		28,663		—			579,261
Gain (loss) on disposition of assets and hotel property	82,797		—		—		—		158,183		(E) (i)	240,980
OPERATING INCOME (LOSS)	72,364		16,033		(15,096)		(7,560)		158,183			237,170
Equity in earnings (loss) of unconsolidated entity	(56)		—		—		—		—			(56)
Interest income	6,246		147		—		—		—			6,099
Other income (expense)	(1,572)		—		—		—		—			(1,572)
Interest expense and amortization of premiums and loan costs	(98,539)		(11,567)		(3,134)		(3,303)		—			(80,535)
Write-off of premiums, loan costs and exit fees	(1,833)		—		—		—		—			(1,833)
Gain (loss) on extinguishment of debt	(2,686)		—		—		—		(707)		(E) (ii)	(3,393)
Unrealized gain (loss) on derivatives	(355)		—		—		—		—			(355)
INCOME (LOSS) BEFORE INCOME TAXES	(26,431)		4,613		(18,230)		(10,863)		157,476			155,525
Income tax (expense) benefit	(1,979)		—		—		—		4		(E) (iii)	(1,975)
NET INCOME (LOSS)	(28,410)		4,613		(18,230)		(10,863)		157,480			153,550
(Income) loss attributable to noncontrolling interest in consolidated entities	325		—		—		—		—			325
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	5,767		—		—		—		(12,573)		(E) (iv)	(6,806)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(22,318)		4,613		(18,230)		(10,863)		144,907			147,069
Preferred dividends	(35,273)		—		—		—		—			(35,273)
Deemed dividends on preferred stock	(15,112)		—		—		—		—			(15,112)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMMON STOCKHOLDERS	$	(72,703)	$	4,613	$	(18,230)	$	(10,863)	$	144,907		$	96,684
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	(1.07)										$	1.43
Weighted average common shares outstanding—basic	67,621											67,621
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	(1.07)										$	0.66
Weighted average common shares outstanding—diluted	67,621											218,934

See accompanying notes.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2026

(in thousands, except share and per share amounts)


	Braemar Consolidated Historical (A)		The Ritz-Carlton Sarasota (B)		Hotel Yountville (C)		Bardessono Hotel (D)		Adjustments			Braemar Consolidated Pro Forma
REVENUE
Rooms	$	128,801	$	14,058	$	1,418	$	2,745	$	—		$	110,580
Food and beverage	52,342		10,947		237		755		—			40,403
Other	27,840		7,800		338		491		—			19,211
Total hotel revenue	208,983		32,805		1,993		3,991		—			170,194


EXPENSES
Hotel operating expenses:
Rooms	24,878		2,527		468		690		—			21,193
Food and beverage	38,910		6,944		329		717		—			30,920
Other expenses	59,878		9,302		1,094		1,880		—			47,602
Management fees	6,194		718		65		119		—			5,292
Total hotel operating expenses	129,860		19,491		1,956		3,406		—			105,007
Property taxes, insurance and other	4,652		1,291		379		367		—			2,615
Depreciation and amortization	22,579		2,142		764		787		—			18,886

Advisory services fee	7,404		—		—		—		—			7,404


Corporate general and administrative	4,867		—		—		—		—			4,867
Total expenses	169,362		22,924		3,099		4,560		—			138,779
Gain (loss) on disposition of assets and hotel property	3		—		—		—		—			3
OPERATING INCOME (LOSS)	39,624		9,881		(1,106)		(569)		—			31,418
Equity in earnings (loss) of unconsolidated entity	(31)		—		—		—		—			(31)
Interest income	810		45		—		—		—			765

Interest expense and amortization of premiums and loan costs	(21,195)		(2,693)		(728)		(767)		—			(17,007)
Write-off of premiums, loan costs and exit fees	(5)		—		—		—		—			(5)

Unrealized gain (loss) on derivatives	248		—		—		—		—			248
INCOME (LOSS) BEFORE INCOME TAXES	19,451		7,233		(1,834)		(1,336)		—			15,388
Income tax (expense) benefit	(1,417)		—		—		—		131		(E) (iii)	(1,286)
NET INCOME (LOSS)	18,034		7,233		(1,834)		(1,336)		131			14,102
(Income) loss attributable to noncontrolling interest in consolidated entities	17		—		—		—		—			17
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	(347)		—		—		—		260		(E) (iv)	(87)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	17,704		7,233		(1,834)		(1,336)		391			14,032
Preferred dividends	(8,040)		—		—		—		—			(8,040)
Deemed dividends on preferred stock	(4,763)		—		—		—		—			(4,763)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMMON STOCKHOLDERS	$	4,901	$	7,233	$	(1,834)	$	(1,336)	$	391		$	1,229
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	0.07										$	0.02
Weighted average common shares outstanding—basic	68,432											68,432
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	0.07										$	0.02
Weighted average common shares outstanding—diluted	100,289											68,432

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(A)Represents the historical consolidated statement of operations of Braemar for the year ended December 31, 2025, as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 12, 2026, and the historical consolidated statement of operations of Braemar for the three months ended March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 7, 2026.

(B)Represents the removal of the historical consolidated statements of operations of The Ritz-Carlton Sarasota for the year ended December 31, 2025, and the three months ended March 31, 2026.

(C)Represents the removal of the historical consolidated statements of operations of Hotel Yountville for the year ended December 31, 2025, and the three months ended March 31, 2026.

(D)Represents the removal of the historical consolidated statements of operations of the Bardessono Hotel for the year ended December 31, 2025, and the three months ended March 31, 2026.

(E)Represents adjustments for the Company’s disposition of: The Ritz-Carlton Sarasota, Hotel Yountville and the Bardessono Hotel, which includes: (i) the estimated non-recurring gain on the disposition of the hotel properties for the year ended December 31, 2025; (ii) an adjustment for the write-off of deferred loan costs and fees associated with loan paydown; (iii) an adjustment for the estimated tax effect of the hotel properties no longer being part of the consolidated group for the year ended December 31, 2025 and for the three months ended March 31, 2026; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of the hotel properties, including the estimated non-recurring gain for the year ended December 31, 2025, based on an ownership percentage of 6.91% for the year ended December 31, 2025, and 6.61% for the three months ended March 31, 2026. The pro forma gain and the related tax effects, resulting from the disposition of the hotel properties are preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.