v3.26.3
Subsequent Event
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
Subsequent Event Subsequent Events
Sale of The Four Seasons Resort Scottsdale
On October 28, 2026, the Company completed the sale of The Four Seasons Resort Scottsdale for a purchase price of $372.0 million in cash, subject to customary pro-rations and adjustments. Additionally, the Company repaid approximately $180.0 million on the mortgage loan that was secured by the hotel property. The Company subsequently paid $193.6 million to Ashford Inc. which included $168.6 million to pay down a portion of the Company Sale Fee and $25.0 million in cumulative termination fees (the “Master Agreement Termination Fee”) related to the Amended & Restated Braemar Hotel Master Management Agreement with Remington Hospitality and the Braemar Master Project Management Agreement with Premier (collectively, the “Master Agreements”) which were triggered upon the sale of The Four Seasons Resort Scottsdale. As of the filing of this Form 10-Q, approximately $29.4 million of the Company Sale Fee remains payable to our Advisor.
Cooperation and Settlement Agreement
On June 12, 2026, the Company announced its intention to terminate the Advisory Agreement with Ashford Inc. and transition to a self-managed REIT. In connection with the asset sale transactions and the planned termination of the Advisory Agreement, certain stockholders publicly expressed opposition to aspects of the asset sale transactions and the termination of the Advisory Agreement and indicated an intention to pursue legal remedies.
On October 6, 2026, the Company, Ashford Hospitality Trust, Inc. and Ashford Inc. entered into a Settlement Agreement with Al Shams, the Company’s largest stockholder, resolving claims Al Shams had asserted or threatened to assert. Under the settlement, the Company agreed to pay Al Shams $25.0 million in settlement of the disputed claims plus $15.0 million in expense reimbursement, payable in installments (collectively the “Settlement Payment”). Also on October 6, 2026, the Company and Ashford Inc. entered into an Allocation Agreement (the “Allocation Agreement”), under which the Company and Ashford Inc. each bear 50% of the Settlement Payment, net of applicable insurance proceeds, which are currently estimated to be between $29.5 million and $32.0 million. The Company’s net cost of the Settlement Payment after application of any applicable insurance proceeds and contributions made by Ashford Inc. under the Allocation Agreement is currently estimated to be between $4.0 million and $5.3 million. The Settlement Payment is payable in three installments: $20.0 million, which was paid on October 6, 2026, $10.0 million due in February 2027 and $10.0 million due in June 2027.
The Ritz-Carlton Lake Tahoe Mortgage Loan Refinancing
In October 2026, we amended our mortgage loan secured by The Ritz-Carlton Lake Tahoe extending the maturity date from October 2026 to November 2026. On October 30, 2026, we refinanced this mortgage loan into a new $60.0 million mortgage loan with an additional $15.0 million available to be drawn subject to certain conditions. The new mortgage loan is interest only during the initial term and bears interest at a rate of SOFR + 2.65% with a floor of 5.30%, has a three-year initial term and two one-year extension options, subject to satisfaction of certain conditions.