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The following unaudited pro forma financial information of the Company, as of and for the nine months ended September 30, 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 September 30, 2025. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2024, and the nine months ended September 30, 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 Clancy 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 Clancy 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)		The Clancy (B)		Adjustments			Braemar Consolidated Pro Forma
ASSETS
Investment in hotel properties, gross	$	2,126,129	$	119,398	$	—		$	2,006,731

Accumulated depreciation	(447,087)		(52,523)		—			(394,564)
Investment in hotel properties, net	1,679,042		66,875		—			1,612,167
Cash and cash equivalents	116,278		72		108,821		(C) (i)	166,586
					6,656		(C) (i)
					(65,097)		(C) (ii)
Restricted cash	47,682		7,472		—			40,210
Investment in securities (amortized cost of 17,279)	17,277		—		—			17,277
Accounts receivable, net of allowance	32,819		1,246		—			31,573
Inventories	4,629		64		—			4,565
Note receivable	8,747		—		—			8,747
Prepaid expenses	5,441		121		—			5,320
Deposit paid to Ashford Inc.	17,000		—		—			17,000
Deferred costs, net	75		—		—			75
Investment in unconsolidated entity	145		—		—			145
Derivative assets	164		—		—			164
Operating lease right-of-use assets	34,359		—		—			34,359
Other assets	19,688		153		—			19,535
Intangible assets, net	2,841		—		—			2,841


Due from third-party hotel managers	23,129		3,115		—			20,014
Total assets	$	2,009,316	$	79,118	$	50,380		$	1,980,578
LIABILITIES AND EQUITY
Liabilities:
Indebtedness, net	$	1,164,671	$	55,326	$	(8,443)	(C) (ii)	$	1,100,902

Accounts payable and accrued expenses	150,127		5,433		—			144,694
Dividends and distributions payable	8,553		—		—			8,553

Due to Ashford Inc.	2,638		—		—			2,638
Due to related parties, net	331		1		—			330
Due to third-party hotel managers	1,775		—		—			1,775
Operating lease liabilities	20,007		—		—			20,007

Other liabilities	25,187		—		—			25,187

Total liabilities	1,373,289		60,760		(8,443)			1,304,086
5.50% Series B cumulative convertible preferred stock, $.01 par value, 3,078,017 shares issued and outstanding at September 30, 2025	65,426		—		—			65,426
Series E redeemable preferred stock, $0.01 par value, 12,697,673 shares issued and outstanding at September 30, 2025	308,547		—		—			308,547
Series M redeemable preferred stock, $0.01 par value, 1,404,544 shares issued and outstanding at September 30, 2025	35,127		—		—			35,127
Redeemable noncontrolling interests in operating partnership	18,942		—		—			18,942
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, 2025	16		—		—			16
Common stock, $0.01 par value, 250,000,000 shares authorized, 68,219,432 shares issued and outstanding at September 30, 2025	682		—		—			682
Additional paid-in capital	727,027		18,358		66,875		(C) (i)	726,874
					6,656		(C) (i)
					(55,326)		(C) (ii)



Accumulated other comprehensive income (loss)	(2)		—		—			(2)
Accumulated deficit	(515,837)		—		41,946		(C) (i)	(475,219)
					(1,328)		(C) (ii)
Total stockholders’ equity of the Company	211,886		18,358		58,823			252,351
Noncontrolling interest in consolidated entities	(3,901)		—		—			(3,901)

Total equity	207,985		18,358		58,823			248,450
Total liabilities and equity	$	2,009,316	$	79,118	$	50,380		$	1,980,578


	Braemar Consolidated Historical (A)		The Clancy (B)		Adjustments			Braemar Consolidated Pro Forma
REVENUE
Rooms	$	452,361	$	30,020	$	—		$	422,341
Food and beverage	181,250		3,084		—			178,166
Other	94,793		3,285		—			91,508
Total hotel revenue	728,404		36,389		—			692,015


EXPENSES
Hotel operating expenses:
Rooms	106,465		9,606		—			96,859
Food and beverage	145,901		4,800		—			141,101
Other expenses	225,864		11,082		—			214,782
Management fees	23,500		1,819		—			21,681
Total hotel operating expenses	501,730		27,307		—			474,423
Property taxes, insurance and other	42,508		3,806		—			38,702
Depreciation and amortization	98,733		8,123		—			90,610

Advisory services fee	30,487		—		—			30,487


Corporate general and administrative	14,361		—		—			14,361
Total expenses	687,819		39,236		—			648,583
Gain (loss) on disposition of assets and hotel property	88,165		—		41,946		(C) (i)	130,111
OPERATING INCOME (LOSS)	128,750		(2,847)		41,946			173,543
Equity in earnings (loss) of unconsolidated entity	(1,608)		—		—			(1,608)
Interest income	7,135		241		—			6,894

Interest expense and amortization of premiums and loan costs	(108,124)		(6,234)		—			(101,890)
Write-off of premiums, loan costs and exit fees	(6,111)		(3)		—			(6,108)
Gain (loss) on extinguishment of debt	(22)		—		(1,328)		(C) (ii)	(1,350)
Unrealized gain (loss) on derivatives	585		—		—			585
INCOME (LOSS) BEFORE INCOME TAXES	20,605		(8,843)		40,618			70,066
Income tax (expense) benefit	(842)		—		—			(842)
NET INCOME (LOSS)	19,763		(8,843)		40,618			69,224
(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		—		(3,982)		(C) (iv)	490
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(1,693)		(8,843)		36,636			43,786
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)	$	(8,843)	$	36,636		$	(5,467)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	(0.77)						$	(0.08)
Weighted average common shares outstanding—basic	66,500							66,500
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	(0.77)						$	(0.08)
Weighted average common shares outstanding—diluted	66,500							66,500


	Braemar Consolidated Historical (A)		The Clancy (B)		Adjustments			Braemar Consolidated Pro Forma
Revenue
Rooms	$	331,617	$	27,536	$	—		$	304,081
Food and beverage	133,996		2,544		—			131,452
Other	72,840		2,444		—			70,396
Total hotel revenue	538,453		32,524		—			505,929


Expenses
Hotel operating expenses:
Rooms	80,232		8,097		—			72,135
Food and beverage	106,662		3,775		—			102,887
Other expenses	168,587		8,529		—			160,058
Management fees	16,891		1,626		—			15,265
Total hotel operating expenses	372,372		22,027		—			350,345
Property taxes, insurance and other	26,568		2,824		—			23,744
Depreciation and amortization	69,919		4,565		—			65,354

Advisory services fee	21,717		—		—			21,717


Corporate general and administrative	4,407		—		—			4,407
Total operating expenses	494,983		29,416		—			465,567
Gain (loss) on disposition of assets and hotel properties	40,970		—		—			40,970
Operating income (loss)	84,440		3,108		—			81,332

Interest income	4,901		209		—			4,692
Other income (expense)	(1,250)		—		—			(1,250)
Interest expense and amortization of loan costs	(75,376)		(3,691)		—			(71,685)
Write-off of premiums, loan costs and exit fees	(1,833)		(122)		—			(1,711)
Gain (loss) on extinguishment of debt	(1,553)		—		—			(1,553)
Unrealized gain (loss) on derivatives	(301)		—		—			(301)
Income (loss) before income taxes	9,028		(496)		—			9,524
Income tax (expense) benefit	(474)		—		(93)		(C) (iii)	(567)
Net income (loss)	8,554		(496)		(93)			8,957
(Income) loss from consolidated entities attributable to noncontrolling interests	361		—		—			361
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	2,358		—		(28)		(C) (iv)	2,330
Net income (loss) attributable to the Company	11,273		(496)		(121)			11,648
Preferred dividends	(26,928)		—		—			(26,928)
Deemed dividend on preferred stock	(11,086)		—		—			(11,086)
Net income (loss) available to common stockholders	$	(26,741)	$	(496)	$	(121)		$	(26,366)
Income (loss) per share – basic:
Income (loss) attributable to common stockholders	$	(0.40)						$	(0.39)
Weighted average common shares outstanding—basic	67,419							67,419
Income (loss) per share – diluted:
Income (loss) attributable to common stockholders	$	(0.40)						$	(0.39)
Weighted average common shares outstanding—diluted	67,419							67,419

(C)Represents adjustments for the Company’s sale of The Clancy, which includes: (i) the estimated non-recurring gain on the disposition of The Clancy for the year ended December 31, 2024; (ii) an adjustment for the write-off of deferred loan costs and fees associated with loan paydown; (iii) additional estimated tax expense for the nine months ended September 30, 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 Clancy, 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 6.91% for the nine months ended September 30, 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 Clancy are preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.