EXHIBIT 99.3

On December 1, 2022, Braemar Hotels & Resorts Inc. (“Braemar” or the “Company”) and the Company’s wholly-owned subsidiary, BHR Scottsdale LP, as purchaser completed the acquisition of the 210-room Four Seasons Resort Scottsdale at Troon North (“Four Seasons Scottsdale”) from SHR FSST, LLC and DTRS FSST, LLC, collectively as seller. The cash consideration paid for the Four Seasons Scottsdale was approximately $267.8 million. The purchase price allocation related to the assets acquired has not been completed. Additionally the Company has not yet determined if the acquisition will be treated as an asset acquisition or a business combination. The amount of transaction costs and the determination of whether these costs will be capitalized or expensed has not yet been determined.

On March 11, 2022, Braemar and the Company’s wholly-owned subsidiary, BHR Dorado LLC, as the purchaser completed the acquisition of the 96-room Ritz-Carlton Reserve Dorado Beach from DBR Hotel Owner LLC, as the seller. The fair value of The Ritz-Carlton Reserve Dorado Beach was approximately $197.2 million.

The following unaudited pro forma financial information of the Company, as of and for the nine months ended September 30, 2022 and for the year ended December 31, 2021, has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the acquisitions and related transactions occurred on the date indicated or what may result in the future. The unaudited pro forma condensed consolidated balance sheet assumes the Four Seasons Scottsdale transaction closed on September 30, 2022. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2021 assumes the Four Seasons Scottsdale and The Ritz-Carlton Reserve Dorado Beach acquisitions and related transactions closed on January 1, 2021. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2022 does not include any adjustments for the acquisition of The Ritz-Carlton Reserve Dorado Beach as the financial statements for the period from January 1, 2022 through March 10, 2022 were not required to be filed.

BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

September 30, 2022

(in thousands, except share and per share amounts)

			Braemar Consolidated Historical (A)						Four Seasons Scottsdale (B)						Adjustments						Braemar Consolidated Pro Forma
ASSETS
Investment in hotel properties, gross			$	2,055,773					$	176,401					$	267,800		(C) (i)			$	2,323,573
															(176,401)			(C) (ii)
Accumulated depreciation			(431,303)						(39,394)						39,394			(C) (ii)			(431,303)
Investment in hotel properties, net			1,624,470						137,007						130,793						1,892,270
Cash and cash equivalents			358,878						3,796						(267,800)			(C) (i)			98,734
															3,860			(C) (iii)
Restricted cash			53,932						4,120						—						58,052
Accounts receivable, net of allowance			27,158						1,775						—						28,933
Inventories			4,540						—						—						4,540
															—
Prepaid expenses			8,841						4,860						(4,207)			(C) (iv)			9,494
Investment in unconsolidated entity			1,797						—						—						1,797
Derivative assets			5,255						—						—						5,255
Operating lease right-of-use assets			79,719						—						—						79,719
Other assets			17,489						—						—						17,489
Intangible assets, net			3,977						—						—						3,977
Goodwill			—						7,627						(7,627)			(C) (v)			—
Due from related parties, net			1,097						—						—						1,097
Due from third-party hotel managers			22,941						—						—						22,941
Total assets			$	2,210,094					$	159,185					$	(144,981)					$	2,224,298
LIABILITIES AND EQUITY
Liabilities:
Indebtedness, net			$	1,236,864					$	145,774					$	(145,774)		(C) (vi)			$	1,236,864
Accounts payable and accrued expenses			122,150						15,966						—						138,116
Dividends and distributions payable			4,353						—						—						4,353
Due to Ashford Inc.			8,891						—						—						8,891
Due to third-party hotel managers			1,514						—						—						1,514
Operating lease liabilities			60,771						—						—						60,771
Other liabilities			20,265						—						—						20,265
Derivative liabilities			440						—						—						440
Total liabilities			1,455,248						161,740						(145,774)						1,471,214
5.50% Series B cumulative convertible preferred stock, $.01 par value, 3,078,017 shares issued and outstanding at September 30, 2022			65,426						—						—						65,426
Series E redeemable preferred stock, $0.01 par value, 8,8880,432 shares issued and outstanding at September 30, 2022			204,252						—						—						204,252
Series M redeemable preferred stock, $0.01 par value, 1,066,934 shares issued and outstanding at September 30, 2022			26,274						—						—						26,274
Redeemable noncontrolling interests in operating partnership			40,635						—						—						40,635
Equity:
Preferred stock, $0.01 value, 80,000,000 shares authorized:
8.25% Series D cumulative preferred stock, 1,600,000 shares issued and outstanding at September 30, 2022			16						—						—						16
Common stock, $0.01 par value, 250,000,000 shares authorized, 71,456,351 shares issued and outstanding at September 30, 2022			714						—						—						714
Additional paid-in capital			739,394						(2,555)						(137,007)			(C) (ii)			737,632
															3,860			(C) (iii)
															(4,207)			(C) (iv)
															(7,627)			(C) (v)
															145,774			(C) (vi)
Accumulated deficit			(307,745)						—						—						(307,745)
Total stockholders’ equity of the Company			432,379						(2,555)						793						430,617
Noncontrolling interest in consolidated entities			(14,120)						—						—						(14,120)
Total equity			418,259						(2,555)						793						416,497
Total liabilities and equity			$	2,210,094					$	159,185					$	(144,981)					$	2,224,298

See accompanying notes.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A)Represents the historical consolidated balance sheet of Braemar as of September 30, 2022, as reported in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2022, filed on November 7, 2022.

(B)Represents the historical balance sheet of the Four Seasons Scottsdale as of September 30, 2022, as included in Exhibit 99.2 of this Current Report on Form 8-K.

(C)Represents adjustments for Braemar's purchase of the Four Seasons Scottsdale as of September 30, 2022, which includes: (i) an adjustment for the cash consideration of $267.8 million paid for the acquisition of the Four Seasons Scottsdale as well as the new estimated fair value of the hotel property; (ii) an adjustment for the removal of the historical cost of the investment in hotel property; (iii) an adjustment for the cash consideration received for the negative working capital assumed; (iv) an adjustment for the removal of the interest rate cap derivative not acquired; (v) an adjustment for the removal of the predecessor goodwill; and (vi) an adjustment for the removal of the debt not assumed.

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BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2021

(in thousands, except share and per share amounts)

			Braemar Consolidated Historical (A)						Ritz-Carlton Reserve Dorado Beach (B)						Adjustments						Braemar Consolidated Pro Forma (adjusted for Ritz-Carlton Reserve Dorado Beach)						Four Seasons Scottsdale (F)						Adjustments						Braemar Consolidated Pro Forma (combined)
REVENUE
Rooms			$	280,568					$	49,783					$	—					$	330,351					$	27,300					$	—					$	357,651
Food and beverage			90,299						15,329						—						105,628						17,445						—						123,073
Other			56,675						9,026						—						65,701						5,080						—						70,781
Total hotel revenue			427,542						74,138						—						501,680						49,825						—						551,505
EXPENSES
Hotel operating expenses:
Rooms			59,818						9,884						—						69,702						5,511						—						75,213
Food and beverage			75,177						13,963						—						89,140						12,088						—						101,228
Other expenses			138,914						27,246						—						166,160						12,193						—						178,353
Management fees			13,117						1,062						1,302			(C) (i)			15,481						2,555						—						18,036
Total hotel operating expenses			287,026						52,155						1,302						340,483						32,347						—						372,830
Property taxes, insurance and other			34,997						4,900						—						39,897						1,108						—						41,005
Depreciation and amortization			73,762						4,537						1,700			(C) (ii)			79,999						7,310						5,990			(G) (i)			93,299
Advisory services fee			22,641						—						—						22,641						—						—						22,641
(Gain) loss on legal settlements			(917)						—						—						(917)						—						—						(917)
Transaction costs			563						—						—						563						—						—						563
Corporate general and administrative			8,717						—						—						8,717						—						—						8,717
Total expenses			426,789						61,592						3,002						491,383						40,765						5,990						538,138
Gain (loss) on insurance settlement and disposition of assets			696						446						—						1,142						—						—						1,142
OPERATING INCOME (LOSS)			1,449						12,992						(3,002)						11,439						9,060						(5,990)						14,509
Equity in earnings (loss) of unconsolidated entity			(252)						—						—						(252)						—						—						(252)
Interest income			48						—						—						48						—						—						48
Other income (expense)			—						5,569						—						5,569						110						(158)			(G) (ii)			5,521
Interest expense and amortization of premiums and loan costs			(30,901)						(3,865)						2,845			(C) (iii)			(31,921)						(4,415)						4,415			(G) (iii)			(31,921)
Write-off of loan costs and exit fees			(1,963)						—						—						(1,963)						—						—						(1,963)
Loss on early extinguishment of debt			—						—						—						—						(45)						45			(G) (iv)			—
Unrealized gain (loss) on derivatives			32						—						—						32						—												32
INCOME (LOSS) BEFORE INCOME TAXES			(31,587)						14,696						(157)						(17,048)						4,710						(1,688)						(14,026)
Income tax (expense) benefit			(1,324)						—						(341)			(C) (iv)			(1,665)						—						(289)			(G) (v)			(1,954)
NET INCOME (LOSS)			(32,911)						14,696						(498)						(18,713)						4,710						(1,977)						(15,980)
(Income) loss from consolidated entities attributable to noncontrolling interests			2,650						—						—						2,650						—						—						2,650
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership			3,597						—						(1,445)			(C) (v)			2,152						—						(211)			(G) (vi)			1,941
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY			(26,664)						14,696						(1,943)						(13,911)						4,710						(2,188)						(11,389)
Preferred dividends			(8,745)						—						—						(8,745)						—						—						(8,745)
Gain (loss) on extinguishment of preferred stock			(4,595)						—						—						(4,595)						—						—						(4,595)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMMON STOCKHOLDERS			$	(40,004)					$	14,696					$	(1,943)					$	(27,251)					$	4,710					$	(2,188)					$	(24,729)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders			$	(0.76)																	$	(0.46)																	$	(0.42)
Weighted average common shares outstanding—basic			52,684												6,000			(C) (vi)			58,684																		58,684
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders			$	(0.76)																	$	(0.46)																	$	(0.42)
Weighted average common shares outstanding—diluted			52,684												6,000			(C) (vi)			58,684																		58,684

See accompanying notes.

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BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2022

(in thousands, except share and per share amounts)

			Braemar Consolidated Historical (A)						Ritz-Carlton Reserve Dorado Beach (E)						Four Seasons Scottsdale (F)						Adjustments						Braemar Consolidated Pro Forma
Revenue
Rooms			$	322,222					$	10,255					$	22,718					$	—					$	355,195
Food and beverage			116,600						3,202						12,853						—						132,655
Other			59,141						1,712						4,905						—						65,758
Total hotel revenue			497,963						15,169						40,476						—						553,608
Expenses
Hotel operating expenses:
Rooms			69,742						1,811						5,023						—						76,576
Food and beverage			91,242						2,863						10,564						—						104,669
Other expenses			149,130						5,624						11,285						—						166,039
Management fees			14,802						455						1,881						—						17,138
Total hotel operating expenses			324,916						10,753						28,753						—						364,422
Property taxes, insurance and other			22,731						781						755						—						24,267
Depreciation and amortization			57,616						1,208						4,626						5,349			(G) (i)			68,799
Advisory services fee			22,481						—						—						—						22,481
(Gain) loss on legal settlements			(114)						—						—						—						(114)
Transaction costs			—						—						—						—						—
Corporate general and administrative			14,008						—						—						—						14,008
Total operating expenses			441,638						12,742						34,134						5,349						493,863
Operating income (loss)			56,325						2,427						6,342						(5,349)						59,745
Equity in earnings (loss) of unconsolidated entity			(220)						—						—						—						(220)
Interest income			932						—						—						—						932
Other income (expense)			27						—						3,803						(3,846)			(G) (ii)			(16)
Interest expense and amortization of loan costs			(33,293)						(155)						(4,169)						4,169			(G) (iii)			(33,448)
Write-off of loan costs and exit fees			(106)						—						—						—						(106)
Unrealized gain (loss) on derivatives			4,019						—						—						—						4,019
Income (loss) before income taxes			27,684						2,272						5,976						(5,026)						30,906
Income tax (expense) benefit			(3,783)						(88)						—						(235)			(G) (v)			(4,106)
Net income (loss)			23,901						2,184						5,976						(5,261)						26,800
(Income) loss from consolidated entities attributable to noncontrolling interests			(2,265)						—						—						—						(2,265)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership			(647)						(171)						—						(55)			(G) (vi)			(873)
Net income (loss) attributable to the Company			20,989						2,013						5,976						(5,316)						23,662
Preferred dividends			(13,395)						—						—						—						(13,395)
Net income (loss) available to common stockholders			$	7,594					$	2,013					$	5,976					$	(5,316)					$	10,267
Income (loss) per share – basic:
Income (loss) attributable to common stockholders			$	0.11																							$	0.13
Weighted average common shares outstanding—basic			69,213						1,517																		70,730
Income (loss) per share – diluted:
Income (loss) attributable to common stockholders			$	0.11																							$	0.13
Weighted average common shares outstanding—diluted			69,214						1,517																		70,731

See accompanying notes.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(A)Represents the historical consolidated statement of operations of Braemar for the year ended December 31, 2021, as reported in its Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 10, 2022 and the historical consolidated statement of operations of Braemar for the nine months ended September 30, 2022, as reported in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2022, filed on November 7, 2022.

(B)Represents the historical consolidated statement of operations of The Ritz-Carlton Reserve Dorado Beach for the year ended December 31, 2021, as reported in in our Current Report on Form 8-K/A filed on May 23, 2022.

(C)Represents adjustments for Braemar’s purchase of The Ritz-Carlton Reserve Dorado Beach for the year ended December 31, 2021, which includes: (i) an adjustment to management fees related to the amortization credit of the key money liability that was not assumed; (ii) an adjustment to the depreciation expense based on Braemar's new cost basis in the acquired hotel. The estimated useful lives are 39 years for buildings, 10 years for land improvements and five years for furniture, fixtures and equipment; (iii) an adjustment to reflect only the interest expense associated with the $54.0 million of indebtedness assumed and the amortization of the associated premium; (iv) adjustment to income tax expense to reflect total income tax expense as if the consolidated group filed its tax returns including The Ritz-Carlton Reserve Dorado Beach; (v) an adjustment to net loss attributable to redeemable noncontrolling interests in operating partnership for the incremental operating results of The Ritz-Carlton Reserve Dorado Beach; and (vi) an adjustment to basic and diluted weighted average shares outstanding for the year ended December 31, 2021 of 6.0 million shares of Braemar common stock issued as partial consideration for the acquisition of The Ritz-Carlton Reserve Dorado Beach. The adjustment assumes the shares were outstanding for the entire period.

(D)The historical results of The Ritz-Carlton Reserve Dorado Beach include a gain of $446,000 related to the disposition of certain assets sold by the previous owner as well as a gain of $5.6 million related to the forgiveness of a loan held by the previous owner. For additional information please see the notes to the financial statements of The Ritz-Carlton Reserve Dorado Beach as of December 31, 2021, as included in Exhibit 99.1 of our Current Report on Form 8-K/A filed on May 23, 2022.

(E)Represents the historical operating results of The Ritz-Carlton Reserve Dorado Beach as well as adjustments to depreciation expense, interest expense and amortization of loan costs, income taxes expense and net loss attributable to redeemable noncontrolling interests in operating partnership from January 1, 2022 through March 10, 2022 that was acquired on March 11, 2022. Additionally an adjustment was made to basic and diluted weighted average shares in order to include the entire 6.0 million shares of Braemar common stock issued as partial consideration for the acquisition of The Ritz-Carlton Reserve Dorado Beach.

(F)Represents the historical consolidated statements of operations of the Four Seasons Scottsdale for the year ended December 31, 2021 and the nine months ended September 30, 2022, as included in Exhibit 99.2 of this Current Report on Form 8-K.

(G)Represents adjustments for Braemar’s purchase of the Four Seasons Scottsdale for the year ended December 31, 2021 and the nine months ended September 30, 2022, which includes: (i) an adjustment to the depreciation expense based on Braemar's preliminary purchase price allocation of the new cost basis in the acquired hotel. The estimated useful lives are 39 years for buildings, 10 years for land improvements and five years for furniture, fixtures and equipment; (ii) an adjustment to remove the gain associated with the interest rate cap not acquired recognized in other income (expense); (iii) an adjustment to remove the interest expense associated with debt not assumed; (iv) removal of loss on extinguishment of debt which was not assumed; (v) an adjustment to income tax expense to reflect total income tax expense as if the consolidated group filed its tax returns including the Four Seasons Scottsdale; and (vi) an adjustment to net loss attributable to redeemable noncontrolling interests in operating partnership for the incremental operating results of the Four Seasons Scottsdale.

6