{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-125156","form_type":"8-K","ticker":"BHR","cik":"0001574085","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2026-11-10T21:05:32+00:00","discovered_at":"2026-11-10T21:08:00.275366+00:00","generated_at":"2026-11-10T21:08:47.358081+00:00","sec_items":["1.01","1.02","5.01","5.02","5.03","5.05","5.07","8.01","7.01","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Braemar terminates Ashford advisory, pays $25M fee, replaces board with 7 new independent directors","bullets":["Advisory agreement with Ashford terminated Nov 10, 2026; Braemar paid a $25.0M Master Agreement Termination Fee plus remaining Termination Payments and expense reimbursement.","Company Sale Fee liability of $480.0M incurred in Q3 2026, funded partly by sales of Pier House ($190.5M, Aug 12) and Four Seasons Scottsdale ($372.0M, Oct 28).","Six directors resigned effective on filing of the proxy, including Chairman Monty J. Bennett; seven new independent directors named, with Stephen Haggerty expected as independent Chair.","Richard J. Stockton remains a director, President and CEO; James Plohg resigned as EVP, General Counsel and Secretary effective Nov 10, 2026.","New director pay: $75,000 annual cash retainer plus $75,000 stock award; Board Chair gets an extra $50,000, Audit Chair $20,000."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-125156","json":"https://secwatch.observer/filing/0001104659-26-125156.json","markdown":"https://secwatch.observer/filing/0001104659-26-125156.md","text":"https://secwatch.observer/filing/0001104659-26-125156.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/tm2629086d1_8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-11-10T21:08:47.358081+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"07efbd98fe","claim":"Stephen W. Theriot was appointed as Director at Braemar Hotels & Resorts Inc..","evidence_excerpt":"On November 10, 2026, the Board of Directors appointed the following seven (7) new independent directors to serve on the Board of Directors, effective upon the filing of the Proxy Statement: Craig A. Barbarosh, Kevin Covey, Stephen Haggerty, Daniel J. Hirsch, Kevin Luebbers, Gail P. Steinel, and Stephen W. Theriot.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm","confidence":0.93,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"295d85e976","claim":"Gail P. Steinel was appointed as Director at Braemar Hotels & Resorts Inc..","evidence_excerpt":"On November 10, 2026, the Board of Directors appointed the following seven (7) new independent directors to serve on the Board of Directors, effective upon the filing of the Proxy Statement: Craig A. Barbarosh, Kevin Covey, Stephen Haggerty, Daniel J. Hirsch, Kevin Luebbers, Gail P. Steinel, and Stephen W. 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Rinaldi · Rebeca Odino-Johnson · Kellie Sirna · Eric Batis","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm","confidence":0.92,"family_label":"Executive change","details":[{"label":"Action","value":"submitted resignation"},{"label":"Role","value":"Chairman and Director"}],"fact_type":"executive_change"},{"claim_id":"6a7d40ecaf","claim":"Kevin Covey was appointed as Director at Braemar Hotels & Resorts Inc..","evidence_excerpt":"On November 10, 2026, the Board of Directors appointed the following seven (7) new independent directors to serve on the Board of Directors, effective upon the filing of the Proxy Statement: Craig A. Barbarosh, Kevin Covey, Stephen Haggerty, Daniel J. Hirsch, Kevin Luebbers, Gail P. Steinel, and Stephen W. 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Rinaldi departed as Director at Braemar Hotels & Resorts Inc..","evidence_excerpt":"each of the following directors submitted resignations from the Board of Directors on November 10, 2026, effective as of the filing of the Proxy Statement: · Monty J. Bennett, Chairman · Mary Candace Evans · Matthew D. 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