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NYSE: BHR Braemar Hotels & Resorts Inc. 8-K

Braemar Hotels sells Park Hyatt Beaver Creek for $176M, repays $86.25M convertible notes

Filed June 1, 2026 · Period ending May 26, 2026 · ~1 min read

5 key changes 2 high relevance 4 sections

Key Changes

  • high

    Sold Park Hyatt Beaver Creek Resort & Spa in Avon, Colorado for $176 million cash on May 26, 2026. After repaying $70.5 million property mortgage and transaction costs, retained ~$104.5 million net proceeds.

    Item 1.01 view on EDGAR →
  • high

    Used hotel sale proceeds to fully repay $86.25 million of 4.50% Convertible Senior Notes at scheduled maturity on June 1, 2026, eliminating debt and potential shareholder dilution from conversion.

    Item 1.01 view on EDGAR →
  • medium

    Amended advisory agreement to clarify termination fee payment terms in potential company sale scenarios, ensuring consistent treatment across transaction structures.

    Item 1.01 view on EDGAR →
  • medium

    Management confirmed recent asset sales, including Park Hyatt Beaver Creek, remain below thresholds that would trigger change-of-control provisions under advisory agreement.

    Item 1.01 view on EDGAR →
  • low

    Filed pro forma financials for Q1 2026 and full-year 2025 reflecting the transaction impact on historical results.

Summary

Braemar Hotels completed a significant portfolio repositioning by selling its Park Hyatt Beaver Creek Resort & Spa for $176 million and using proceeds to eliminate debt. The hotel REIT retained approximately $104.5 million after paying off the property's $70.5 million mortgage, then deployed those funds to fully repay $86.25 million in convertible notes at their June 1 maturity. This transaction strengthens the balance sheet by reducing leverage and eliminates potential shareholder dilution from note conversion.

For preferred shareholders (BHR-PD), the debt reduction improves the company's financial stability and coverage ratios, though it also shrinks the asset base. The company clarified that cumulative asset sales remain below change-of-control thresholds in its advisory agreement, suggesting management isn't winding down the entire portfolio. Investors should watch whether Braemar redeploys the remaining proceeds into new hotel acquisitions or uses them for additional debt reduction, as this will signal management's strategy for the portfolio going forward.

Section-by-Section Diff

Event · Item 2.01 — Completion of Acquisition or Disposition of Assets

~100 words

Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.

1 Added
Added Hotel asset sale high

Added in current filing · verify on EDGAR →

On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.

The Company sold the Park Hyatt Beaver Creek Resort & Spa for $176 million in cash to Apres Owner, LLC. The transaction closed on May 26, 2026, following a purchase agreement signed April 27, 2026. This represents a significant asset disposition for the hotel REIT.

Event · Item 7.01 — Regulation FD Disclosure

~100 words

Braemar closed hotel sale and repaid 4.50% Convertible Senior Notes due 2026 with accrued interest.

2 Added
Added Hotel sale closing medium

Added in current filing · verify on EDGAR →

the Company issued a press release announcing the closing of the sale of the Hotel.

Braemar completed the sale of an unspecified hotel property. The 8-K does not provide details on the property identity, sale price, or buyer, but confirms the transaction has closed.

Added Convertible debt repayment high

Added in current filing · verify on EDGAR →

the Company announced the repayment of its 4.50% Convertible Senior Notes due 2026, together with all accrued and unpaid interest thereon.

Braemar fully repaid its 4.50% Convertible Senior Notes that were due in 2026, including all accrued interest. This eliminates a debt obligation and removes potential dilution from conversion, likely funded by proceeds from the hotel sale.

Event · Item 8.01 — Other Events

~400 words

Braemar repaid $86.25M convertible notes at maturity using hotel sale proceeds; clarified advisor termination fee terms.

3 Added
Added Debt funding source medium

Added in current filing · verify on EDGAR →

The Company funded the repayment of the Notes with proceeds from the disposition of the Hotel.

The company used proceeds from selling a hotel property to fund the convertible notes repayment. This represents a strategic use of asset sale proceeds to eliminate debt obligations at maturity.

Added Advisory agreement amendment medium

Added in current filing · verify on EDGAR →

The Amendment was entered into in order to eliminate unintended ambiguity regarding the circumstances under which the aforementioned termination fees become due and payable to the Advisor and the timing of payment in order to more fully reflect the parties’ original intent under the Letter Agreement and ensure consistency across potential transaction structures in how the proceeds from a Company Sale Transaction are applied.

The company amended its letter agreement with its external advisor to clarify when and how termination fees would be paid in connection with a potential sale of the company. This amendment addresses ambiguity in the original agreement and ensures consistent treatment across different transaction structures.

Added Change of control threshold medium

Added in current filing · verify on EDGAR →

The sale of the Hotel, taken together with the sale of other properties during the applicable twelve-month and thirty-six-month lookback periods, does not, the Company believes, exceed the threshold that constitutes a Change of Control under the Advisory Agreement.

The company disclosed that recent hotel sales, including the one used to fund the notes repayment, do not trigger a change of control under its advisory agreement. This indicates the asset sales remain below contractual thresholds that would trigger advisor termination fees or other change-of-control provisions.

Event · Item 9.01 — Financial Statements and Exhibits

~300 words

Braemar Hotels filed pro forma financials for Q1 2026 and FY 2025, referencing advisory agreements and a press release.

2 Added
Added Pro forma financial information medium

Added in current filing · verify on EDGAR →

The unaudited pro forma financial information for the Company as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

The company disclosed unaudited pro forma financial information covering Q1 2026 and the full year 2025. Pro forma financials typically adjust historical results to reflect a significant transaction or event as if it had occurred at an earlier date, helping investors understand the combined or adjusted financial picture.

Added Press release medium

Added in current filing · verify on EDGAR →

99.1** Press Release of the Company, dated June 1, 2026

A press release dated June 1, 2026 was furnished with this 8-K. The content of the press release is not included in the body of this filing, but it likely provides context for the pro forma financials or announces a related corporate event.

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