Material Agreement (Form 8-K)

Cooperation and Settlement Agreement

On October 6, 2026, Braemar Hotels & Resorts Inc. ("Braemar"), Ashford Hospitality Trust, Inc., and Ashford Inc. ("Ashford") entered into a Cooperation and Settlement Agreement (the "Settlement Agreement") with Al Shams Investments Limited ("Al Shams"), and, solely for certain purposes set forth therein, Wafic Rida Said (collectively with Al Shams, the "Al Shams Parties").

Pursuant to the Settlement Agreement, Al Shams has withdrawn the notice delivered to Braemar purporting to nominate director candidates to Braemar's board of directors at Braemar's upcoming annual meeting. The Al Shams Parties have also agreed to customary standstill restrictions and voting commitments. In connection with the board of directors previously announced board of directors refresh process, the Al Shams Parties will have the opportunity to consult with the Braemar's search firm regarding candidates for one additional director seat. The board of directors retains sole discretion over the selection.

The Settlement Agreement includes mutual releases and non-disparagement provisions, thereby resolving various disputes between the parties, including claims under the securities laws and claims sounding in defamation and libel. Braemar agreed to pay Al Shams $25,000,000 plus expenses under the Settlement Agreement. Braemar currently expects that its total contribution under the Settlement Agreement will be between $4,000,000 to $6,000,000, after application of any applicable insurance proceeds and contributions made by Ashford under the Allocation Agreement described below. There can be no assurances that Braemar will recover any or all of the insurance proceeds it anticipates receiving in connection with the Settlement Agreement. Braemar believes its contribution to the Settlement Agreement would likely be less than the cost of any potential litigation Braemar would have otherwise incurred.

Allocation Agreement

On October 6, 2026, in connection with the Settlement Agreement, Braemar and Ashford entered into an Allocation Agreement (the "Allocation Agreement") governing the allocation of amounts due from Braemar under the Settlement Agreement between Braemar and Ashford. Under the Allocation Agreement, Braemar and Ashford will each bear 50% of the applicable payments, net of any applicable insurance proceeds, which the companies are pursuing.

The foregoing descriptions of the Settlement Agreement and the Allocation Agreement are each qualified in their entirety by reference to the full text of the respective agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.