{"url_path":"/sec/bhr-pd/8-k/2026-06-01/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 OTHER EVENTS.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1574085/0001574085-26-000093-index.html","accession_number":"0001574085-26-000093","cik":"0001574085","ticker":"BHR","issuer_name":"Braemar Hotels & Resorts Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1574085/0001574085-26-000093-index.html","primary_entity_key":"0001574085","primary_entity_name":"Braemar Hotels & Resorts Inc."},"word_count":350,"has_tables":true,"body_markdown":"ITEM 8.01    OTHER EVENTS.\n\nOn June 1, 2026, the Company repaid in full, at scheduled maturity, the outstanding principal amount of approximately $86.25 million of its 4.50% Convertible Senior Notes due 2026 (the “Notes”), together with all accrued and unpaid interest thereon. The Notes were issued pursuant to the Indenture, dated as of May 18, 2021 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Following such repayment, all of the Company’s obligations under the Notes and the Indenture have been satisfied and discharged in accordance with their terms, and the Indenture has been terminated.\n\nThe Company funded the repayment of the Notes with proceeds from the disposition of the Hotel.\n\nAs previously disclosed, on December 22, 2025, the Company and Braemar Hospitality Limited Partnership, the operating subsidiary of the Company (“Braemar OP”), entered into an Amendment (the “Amendment”) to the letter agreement, dated as of August 26, 2025 (the “Letter Agreement”), by and among the Company, Braemar OP, Ashford Inc. and Ashford Hospitality Advisors LLC (together with Ashford Inc., the “Advisor”). The Advisor serves as the external advisor to the Company and Braemar OP.\n\nAs previously disclosed, the Letter Agreement was entered into with respect to that certain Fifth Amended and Restated Advisory Agreement, dated as of April 23, 2018, by and among the Company, Braemar OP, Braemar TRS Corporation and the Advisor (as amended, the “Advisory Agreement”), in connection with the Company’s exploration of a potential sale of the Company.\n\nThe 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.\n\nThe 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."}