--- 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" generated_at: "2026-11-10T21:08:47.358081+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Braemar terminates Ashford advisory, pays $25M fee, replaces board with 7 new independent directors ## Summary - 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. ## SEC filing metadata - 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 - event_type: leadership - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 1.02, 5.01, 5.02, 5.03, 5.05, 5.07, 8.01, 7.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-26-125156 - JSON: https://secwatch.observer/filing/0001104659-26-125156.json - Plain text: https://secwatch.observer/filing/0001104659-26-125156.txt ## Key facts - Executive change Stephen W. Theriot was appointed as Director at Braemar Hotels & Resorts Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Gail P. Steinel was appointed as Director at Braemar Hotels & Resorts Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Stephen Haggerty was appointed as Independent Chair of the Board at Braemar Hotels & Resorts Inc.. - Action: expected to be appointed - Role: Independent Chair of the Board source text: After the filing of the Proxy Statement, it is expected that Stephen Haggerty will be appointed as the independent Chair of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Eric Batis departed as Director at Braemar Hotels & Resorts Inc.. - Action: submitted resignation - Role: Director source text: 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. Rinaldi · Rebeca Odino-Johnson · Kellie Sirna · Eric Batis evidence_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Monty J. Bennett departed as Chairman and Director at Braemar Hotels & Resorts Inc.. - Action: submitted resignation - Role: Chairman and Director source text: 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. Rinaldi · Rebeca Odino-Johnson · Kellie Sirna · Eric Batis evidence_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Kevin Covey was appointed as Director at Braemar Hotels & Resorts Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Craig A. Barbarosh was appointed as Director at Braemar Hotels & Resorts Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Rebeca Odino-Johnson departed as Director at Braemar Hotels & Resorts Inc.. - Action: submitted resignation - Role: Director source text: 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. Rinaldi · Rebeca Odino-Johnson · Kellie Sirna · Eric Batis evidence_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Kellie Sirna departed as Director at Braemar Hotels & Resorts Inc.. - Action: submitted resignation - Role: Director source text: 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. Rinaldi · Rebeca Odino-Johnson · Kellie Sirna · Eric Batis evidence_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change James Plohg resigned as Executive Vice President, General Counsel and Secretary at Braemar Hotels & Resorts Inc.. - Action: resigned - Role: Executive Vice President, General Counsel and Secretary source text: James Plohg, who served as Executive Vice President, General Counsel and Secretary of the Company, resigned from his role effective as of November 10, 2026, in connection with the Company’s transition to self-management. evidence_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Matthew D. Rinaldi departed as Director at Braemar Hotels & Resorts Inc.. - Action: submitted resignation - Role: Director source text: 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. Rinaldi · Rebeca Odino-Johnson · Kellie Sirna · Eric Batis evidence_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Stephen Haggerty was appointed as Director at Braemar Hotels & Resorts Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Kevin Luebbers was appointed as Director at Braemar Hotels & Resorts Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Mary Candace Evans departed as Director at Braemar Hotels & Resorts Inc.. - Action: submitted resignation - Role: Director source text: 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. Rinaldi · Rebeca Odino-Johnson · Kellie Sirna · Eric Batis evidence_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm - Executive change Daniel J. Hirsch was appointed as Director at Braemar Hotels & Resorts Inc.. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1574085/000110465926125156/0001104659-26-125156-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.