Dallas-based Braemar Hotels & Resorts (NYSE: BHR) has agreen to sell the 410-room The Clancy in San Francisco for $115 million to an undisclosed buyer. The deal is only part of a planned eventual sale of Braemar’s entire company, in a process announced by Braemar’s board in late August.

The Clancy is part of Marriott International’s Autograph Collection. In its sale of The Clancy, Braemar said it has received a $3.5 million non-refundable earnest money deposit. The sale price represents a 5.0% capitalization rate on net operating income for the trailing 12 months ended August 2025, the company said. The deal is expected to close in November, subject to customary conditions.

“We are strategically refining our portfolio with one clear objective: to maximize its value for our shareholders,” Braemar President and CEO Richard J. Stockton said in a statement. “This divestiture will help us to ensure that a future sale of the Company results in the best possible outcome for our investors.”

Doubts on ability to flourish ‘in today’s market environment’

Braemar’s portfolio includes nine resort and five urban properties, operated under brands including Ritz-Carlton Reserve, Four Seasons, Ritz Carlton, Park Hyatt, Autograph Collection by Marriott, Hilton, and Sofitel.

In its August announcement, the company said “it is not believed that a luxury RevPAR lodging REIT like Braemar can flourish in today’s market environment due to the historically low EBITDA multiple lodging REITs are achieving as well as the ongoing activism the company has received.”

That said, the company noted in August that its portfolio is “performing extremely well” with year-to-date RevPAR growth of 2.9% through June 30, 2025, while the overall U.S. hotel inndustry achieved RevPAR growth of 0.8% through June 30, 2025, according to STR.

Braemar said the high-quality nature of its portfolio has attracted multiple activist investors over the years. 

“We’ve built a high-quality portfolio that is well-positioned to attract significant interest from private market buyers,” Stockton said in August. “With improving economic conditions, continued strength in industry performance, limited new room supply, and healthy consumer spending, I believe we are entering a favorable environment for a potential sale.”

To arrive at the decision to sell its portfolio, Braemar said its board formed a special committee comprised solely of independent and disinterested directors to explore a range of strategic alternatives, aimed at maximizing both near- and long-term shareholder value. After reviewing various strategic options to maximize value for shareholders, the board determined it was in the best interest of the company and its shareholders to pursue a sale.

Together with its financial advisor, Robert W. Baird & Co., Braemar initiated the sale process in late August, including soliciting interest from potential buyers and coordinating customary information sharing.

Ashford Inc.’s $480M fee 

In conjunction with the company’s sales process, Braemar said it has agreed to pay its external advisor, Dallas-based Ashford Inc.—a leading provider of asset management and other services to companies primarily within the hospitality industry—a $480 million company sale fee, in the context of a transaction that results in a change of control of the company that terminates the advisory agreement. This amount is a material discount from what would otherwise be due and payable according to the calculation within the advisory agreement, Braemar said.