Document

The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 2025 and for the year ended December 31, 2024, has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the disposition occurred on the date indicated or what may result in the future. The unaudited pro forma consolidated balance sheet assumes the disposition closed on March 31, 2025. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2024, and the three months ended March 31, 2025, assumes the disposition closed on January 1, 2024. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of the Marriott Seattle and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel property. The pro forma gain resulting from the disposition of the Marriott Seattle is preliminary. Therefore, the actual results may differ from the amounts reflected in the pro forma financial statements. There are no other non-recurring items associated with the transaction.


	Braemar Consolidated Historical (A)		Marriott Seattle (B)		Adjustments			Braemar Consolidated Pro Forma
ASSETS
Investment in hotel properties, gross	$	2,257,665	$	166,840	$	—		$	2,090,825

Accumulated depreciation	(487,720)		(64,339)		—			(423,381)
Investment in hotel properties, net	1,769,945		102,501		—			1,667,444
Cash and cash equivalents	81,689		24		139,318		(C) (i)	135,310
					2,856		(C) (i)
					(88,529)		(C) (ii)
Restricted cash	54,546		2,800		—			51,746
Investment in securities (amortized cost of 42,279)	42,394		—		—			42,394
Accounts receivable, net of allowance	39,899		896		—			39,003
Inventories	4,662		62		—			4,600
Note receivable	8,434		—		—			8,434
Prepaid expenses	10,034		103		—			9,931
Deferred costs, net	75		—		—			75
Investment in unconsolidated entity	145		—		—			145
Derivative assets	478		—		—			478
Operating lease right-of-use assets	34,688		—		—			34,688
Other assets	22,548		—		—			22,548
Intangible assets, net	3,030		—		—			3,030


Due from third-party hotel managers	25,462		1,268		—			24,194
Total assets	$	2,098,029	$	107,654	$	53,645		$	2,044,020
LIABILITIES AND EQUITY
Liabilities:
Indebtedness, net	$	1,202,668	$	78,248	$	(8,370)	(C) (ii)	$	1,116,050

Accounts payable and accrued expenses	136,090		2,264		—			133,826
Dividends and distributions payable	8,692		—		—			8,692

Due to Ashford Inc.	3,511		—		—			3,511
Due to related parties, net	1700		33		—			1,667
Due to third-party hotel managers	2,389		—		—			2,389
Operating lease liabilities	19,992		—		—			19,992

Other liabilities	27,290		2,127		—			25,163

Total liabilities	1,402,332		82,672		(8,370)			1,311,290
5.50% Series B cumulative convertible preferred stock, $.01 par value, 3,078,017 shares issued and outstanding at March 31, 2025	65,426		—		—			65,426
Series E redeemable preferred stock, $0.01 par value, 13,909,632 shares issued and outstanding at March 31, 2025	331,875		—		—			331,875
Series M redeemable preferred stock, $0.01 par value, 1,459,040 shares issued and outstanding at March 31, 2025	36,489		—		—			36,489
Redeemable noncontrolling interests in operating partnership	26,430		—		—			26,430
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 March 31, 2025	16		—		—			16
Common stock, $0.01 par value, 250,000,000 shares authorized, 67,046,523 shares issued and outstanding at March 31, 2025	669		—		—			669
Additional paid-in capital	720,703		24,982		102,501		(C) (i)	720,703
					(2,127)		(C) (i)
					2,856		(C) (i)
					(78,248)		(C) (ii)


Accumulated other comprehensive income (loss)	95							95
Accumulated deficit	(482,575)		—		38,944		(C) (i)	(445,542)
					(1,911)		(C) (ii)
Total stockholders’ equity of the Company	238,908		24,982		62,015			275,941
Noncontrolling interest in consolidated entities	(3,431)		—		—			(3,431)

Total equity	235,477		24,982		62,015			272,510
Total liabilities and equity	$	2,098,029	$	107,654	$	53,645		$	2,044,020


	Braemar Consolidated Historical (A)		Marriott Seattle (B)		Adjustments			Braemar Consolidated Pro Forma
REVENUE
Rooms	$	452,361	$	30,317	$	—		$	422,044
Food and beverage	181,250		5,234		—			176,016
Other	94,793		3,224		—			91,569
Total hotel revenue	728,404		38,775		—			689,629


EXPENSES
Hotel operating expenses:
Rooms	106,465		6,890		—			99,575
Food and beverage	145,901		4,445		—			141,456
Other expenses	225,864		9,955		—			215,909
Management fees	23,500		1,163		—			22,337
Total hotel operating expenses	501,730		22,453		—			479,277
Property taxes, insurance and other	42,508		2,351		—			40,157
Depreciation and amortization	98,733		7,841		—			90,892

Advisory services fee	30,487		—		—			30,487


Corporate general and administrative	14,361		—		—			14,361
Total expenses	687,819		32,645		—			655,174
Gain (loss) on disposition of assets and hotel property	88,165		—		38,944		(C) (i)	127,109
OPERATING INCOME (LOSS)	128,750		6,130		38,944			161,564
Equity in earnings (loss) of unconsolidated entity	(1,608)		—		—			(1,608)
Interest income	7,135		122		—			7,013

Interest expense and amortization of premiums and loan costs	(108,124)		(7,301)		—			(100,823)
Write-off of premiums, loan costs and exit fees	(6,111)		(3)		(1,911)		(C) (ii)	(8,019)
Gain (loss) on extinguishment of debt	(22)		—		—			(22)
Unrealized gain (loss) on derivatives	585		—		—			585
INCOME (LOSS) BEFORE INCOME TAXES	20,605		(1,052)		37,033			58,690
Income tax (expense) benefit	(842)		—		—			(842)
NET INCOME (LOSS)	19,763		(1,052)		37,033			57,848
(Income) loss attributable to noncontrolling interest in consolidated entities	(25,928)		—		—			(25,928)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	4,472		—		(3,066)		(C) (iv)	1,406
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(1,693)		(1,052)		33,967			33,326
Preferred dividends	(40,295)		—		—			(40,295)
Deemed dividends on preferred stock	(8,958)		—		—			(8,958)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMMON STOCKHOLDERS	$	(50,946)	$	(1,052)	$	33,967		$	(15,927)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	(0.77)						$	(0.24)
Weighted average common shares outstanding—basic	66,500							66,500
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	(0.77)						$	(0.24)
Weighted average common shares outstanding—diluted	66,500							66,500


	Braemar Consolidated Historical (A)		Marriott Seattle (B)		Adjustments			Braemar Consolidated Pro Forma
Revenue
Rooms	$	136,092	$	4,581	$	—		$	131,511
Food and beverage	51,788		1,028		—			50,760
Other	27,940		687		—			27,253
Total hotel revenue	215,820		6,296		—			209,524


Expenses
Hotel operating expenses:
Rooms	28,219		1,376		—			26,843
Food and beverage	40,210		929		—			39,281
Other expenses	60,376		1,923		—			58,453
Management fees	6,910		189		—			6,721
Total hotel operating expenses	135,715		4,417		—			131,298
Property taxes, insurance and other	10,465		518		—			9,947
Depreciation and amortization	23,395		1,732		—			21,663

Advisory services fee	6,611		—		—			6,611


Corporate general and administrative	2,894		—		—			2,894
Total operating expenses	179,080		6,667		—			172,413
Operating income (loss)	36,740		(371)		—			37,111

Interest income	1,888		27		—			1,861

Interest expense and amortization of loan costs	(24,827)		(1,616)		—			(23,211)
Write-off of premiums, loan costs and exit fees	(1,464)		(141)		—			(1,323)
Unrealized gain (loss) on derivatives	(198)		—		—			(198)
Income (loss) before income taxes	12,139		(2,101)		—			14,240
Income tax (expense) benefit	(1,467)		—		(98)		(C) (iii)	(1,565)
Net income (loss)	10,672		(2,101)		(98)			12,675
(Income) loss from consolidated entities attributable to noncontrolling interests	64		—		—			64
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	262		—		(187)		(C) (iv)	75
Net income (loss) attributable to the Company	10,998		(2,101)		(285)			12,814
Preferred dividends	(9,269)		—		—			(9,269)
Deemed dividend on preferred stock	(4,276)		—		—			(4,276)
Net income (loss) available to common stockholders	$	(2,547)	$	(2,101)	$	(285)		$	(731)
Income (loss) per share – basic:
Income (loss) attributable to common stockholders	$	(0.04)						$	(0.01)
Weighted average common shares outstanding—basic	66,744							66,744
Income (loss) per share – diluted:
Income (loss) attributable to common stockholders	$	(0.04)						$	(0.01)
Weighted average common shares outstanding—diluted	66,744							66,744

(C)Represents adjustments for the Company’s sale of the Marriott Seattle, which includes: (i) the estimated non-recurring gain on the disposition of the Marriott Seattle for the year ended December 31, 2024; (ii) an adjustment for the write-off of deferred loan costs; (iii) additional estimated tax expense for the three months ended March 31, 2025 associated with the hotel no longer being part of the consolidated group; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of the Marriott Seattle, including the estimated non-recurring gain for the year ended December 31, 2024, based on an ownership percentage of 8.05% for the year ended December 31, 2024, and 9.33% for the three months ended March 31, 2025. There is no additional estimated tax effect associated with the hotel no longer being part of the consolidated group for the year ended December 31, 2024. The pro forma gain and the related tax effects, resulting from the disposition of the Marriott Seattle are preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.