DALLAS — The Board of Directors of Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) (NYSE: BHR) announced that it is initiating a process for the sale of the Company.
The Board of Directors of the Company formed a Special Committee comprised solely of independent and disinterested directors to explore a range of strategic alternatives, aimed at maximizing both near- and long-term shareholder value. After reviewing various strategic options to maximize value for shareholders, the Board has determined that it is in the best interests of the Company and its shareholders to pursue a sale of the Company. Accordingly, the Company, together with its financial advisor, Robert W. Baird & Co. Inc. (“Baird“), is initiating the sale process immediately, including soliciting interest from potential buyers and coordinating customary information sharing.
Braemar’s predominantly luxury hotel portfolio has consistently achieved the highest RevPAR among publicly traded lodging REITs, reflecting its strong market positioning. Luxury properties, like those in Braemar’s portfolio, have historically led RevPAR growth due to their prime locations and limited competitive supply. The portfolio includes nine resort and five urban properties, operated under respected brands such as Ritz-Carlton Reserve, Four Seasons, Ritz Carlton, Park Hyatt, Autograph Collection by Marriott, Hilton, and Sofitel. The Braemar portfolio is performing extremely well with year-to-date RevPAR growth of 2.9% through June 30, 2025 while the overall U.S. Hotel Industry achieved RevPAR growth of 0.8% through June 30, 2025, according to STR.
The high-quality nature of the Company’s portfolio has attracted multiple activist investors over the years. It is not believed that a luxury RevPAR lodging REIT like Braemar can flourish in today’s market environment due to the historically low EBITDA multiple lodging REITs are achieving as well as the ongoing activism the Company has received. This same dynamic occurred with Strategic Hotel & Resorts, another luxury lodging REIT that after several years of undervaluation and activism, explored strategic alternatives and ultimately was sold in an all-cash transaction.
We’ve built a high-quality portfolio that is well-positioned to attract significant interest from private market buyers. With improving economic conditions, continued strength in industry performance, limited new room supply, and healthy consumer spending, I believe we are entering a favorable environment for a potential sale. Richard Stockton, CEO of Braemar Hotels & Resorts
In conjunction with this process, Braemar and its external advisor, Ashford Inc. (“Ashford”), have executed a letter agreement (“Letter Agreement”) with respect to the Fifth Amended and Restated Advisory Agreement, dated as of April 13, 2018 (as amended, the “Advisory Agreement”) pursuant to which the parties agree that, while a fair and reasonable calculation of all amounts due from the Company to Ashford would be significantly higher, Ashford has agreed to accept $480 million (the “Company Sale Fee”) in the context of a transaction that results in a change of control of the Company that terminates the Advisory Agreement. This amount is a material discount from what would otherwise be due and payable according to the calculation within the Advisory Agreement.
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About Braemar Hotels & Resorts
Braemar Hotels & Resorts Inc. is a real estate investment trust (REIT) focused on investing primarily in luxury hotels and resorts.
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