The activist's filing

DFAN14A, filed 2026-06-10

What This Filing Is

This is a DFAN14A (soliciting material) filed by Al Shams Investments Limited ("ASIL"), the self-described largest shareholder of Braemar Hotels & Resorts Inc. (NYSE: BHR), announcing an open letter to the company's outside directors and filing an amendment to their Schedule 13D, as part of an activist campaign to replace members of the BHR Board of Directors.

Background

Braemar Hotels & Resorts Inc. is an externally advised hotel REIT managed by Ashford Inc. Al Shams has been accumulating shares and has been engaged in an escalating dispute with the BHR Board. The filers assert that since BHR's separation from Ashford Hospitality Trust in 2013, BHR's stock price has declined by nearly 90%, which they characterize as making it one of the worst-performing companies in the FTSE NAREIT Index. ASIL has previously sent an open letter dated June 2, 2026 urging the outside directors to call the 2026 Annual Meeting promptly. This June 10, 2026 filing escalates that campaign by objecting to what ASIL characterizes as a materially expanded and burdensome director nominee questionnaire.

What the Filer Is Demanding

• That the outside directors resist any efforts by Ashford Inc. executives (specifically referencing Monty Bennett) to manipulate the director nomination and election process
• That the 2026 Annual Meeting of Shareholders be called promptly to allow shareholders to elect new directors
• That the expanded director nominee questionnaire be reconsidered, as ASIL alleges it impedes the legitimate exercise of shareholder nomination rights
• ASIL intends to nominate several candidates for election to the BHR Board at the 2026 Annual Meeting and plans to file a definitive proxy statement with an accompanying WHITE Universal Proxy Card

Key Arguments Made

• Questionnaire expansion: The 2026 director nominee questionnaire is seven pages longer and contains more than 60 additional questions and sub-questions compared to the version used for the 2025 Annual Meeting, which ASIL characterizes as an attempt to create procedural obstacles to shareholder nominations
• Relevance of new questions: ASIL argues many new questions have little bearing on nominee qualifications, integrity, or independence; as a specific example, they cite a question requiring disclosure of any instance in the prior five years where the nominating shareholder (not the nominee) privately advocated for a "change in strategic direction" at any public company, which ASIL argues a director nominee cannot reasonably be expected to know
• Entrenchment allegation: ASIL alleges the questionnaire is "plainly aimed at capturing a 'gotcha' answer" to allow the company to reject otherwise valid nominations, characterizing it as a "cudgel" designed to inflict maximum pain on nominating shareholders and their candidates
• Stock performance: ASIL states BHR's stock has declined nearly 90% since its 2013 separation from Ashford Hospitality Trust, arguing the board's time would be better spent improving operating performance
• Board legitimacy: ASIL states the current Board "has no legitimacy" and that directors who recently resigned "rightly thought it better to distance themselves" from the board's tactics
• Outside director authority: ASIL asserts the outside directors collectively have the "numerosity, authority and duty" to resist manipulation by Ashford-affiliated directors and warns of potential accountability through the ballot box, courts, or other means if they fail to do so

Meeting Date

Not found in filing. ASIL references the "2026 Annual Meeting" but no specific date is stated.

Activist Identity

Al Shams Investments Limited

• Affiliated individual: Wafic Rida Said (Canadian citizen; Al Shams is his affiliated investment vehicle; Mark Crockwell signed as Attorney-in-Fact on his behalf)
• Entity details: Al Shams Investments Limited is a Bermuda-based private investment company
• Ownership: Both Al Shams and Wafic Rida Said are reported to beneficially own 6,513,000 shares of BHR Common Stock (shared voting and dispositive power), representing approximately 9.55% of the class
• Contact: Karim Khatoun, Suncap Advisory (info@suncapadvisory.com)

Status

This is a preliminary soliciting material filing (DFAN14A). No definitive proxy statement has been filed. ASIL has stated its intention to file a definitive proxy statement and WHITE Universal Proxy Card but has not yet done so. The director nomination notice has not yet been submitted to the company. The contest is at an early stage.

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The company's filing

DEFA14A, filed 2026-07-22

What This Filing Is

This is a DEFA14A soliciting material filing submitted by Braemar Hotels & Resorts Inc. (BHR) management in connection with the company's 2026 Annual Meeting, in which management is defending against a dissident shareholder (Wafic Said / Al Shams Investments Limited) who is seeking board influence through a contested proxy campaign.

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Background

Braemar Hotels & Resorts Inc. is a REIT focused on luxury hotels and resorts. The company has been externally managed by Ashford Inc. and its affiliates. In June 2026, Braemar announced plans to terminate its advisory agreement with Ashford Inc., become a self-managed REIT, reconstitute its board with fully independent directors, and pursue a management spin-out. Separately, shareholder Wafic Said and his firm Al Shams Investments Limited have been conducting a campaign critical of the company's direction and seeking board influence. The filing reflects an active proxy contest ahead of the 2026 Annual Meeting.

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What the Filer Is Demanding

This filing is from management (Braemar), not an activist. Braemar is not making demands but is defending its current strategic plan and opposing Al Shams/Said's efforts. Braemar's stated objectives include:

• Completing a management spin-out from Ashford Inc. and its affiliates
• Transitioning to a self-managed REIT structure with projected cost savings of more than $25 million annually
• Reconstituting the board with fully independent directors (working with Ferguson Partners to identify candidates)
• Completing asset sales to fund the separation from Ashford Inc.
• Soliciting shareholder support via a GOLD proxy card at the 2026 Annual Meeting

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Key Arguments Made

In Support of Braemar's Strategy:

• Shareholder Blackwells Capital LLC publicly expressed support for Braemar's announced transition, calling the June 12, 2026 announcement to terminate the Ashford advisory agreement "a significant step in the right direction."
• Blackwells credited the company with: (1) renegotiating the Company Sale Fee payable to Ashford Inc., reducing the amount owed by approximately $94.3 million; (2) retaining Ferguson Partners to identify new independent directors; (3) committing to more than $25 million in annual cost savings as a self-managed company; and (4) achieving record-setting asset sale prices.
• Blackwells stated: "The transition to self-management is underway, asset sales intended to fund the separation from Ashford Inc. are progressing, and a reconstituted, independent Board is being assembled."

Against Wafic Said / Al Shams:

• Braemar alleges Said, as a hospitality investor, may have an incentive to gain board influence to seek Braemar assets on terms favorable to himself rather than to all shareholders.
• Al Shams filed a Rule 202 Discovery Petition (a Texas pre-suit discovery procedure), which Braemar characterizes as a "desperate attempt" to find problems that do not exist; Braemar notes no lawsuit has been filed and no misconduct has been established.
• Braemar references an unsealed email from Jeffrey Epstein's files in which an associate refers to Said as a "good contact in Syria," and Epstein discusses Said's activities and reported plans to purchase a Middle Eastern bank.
• A 2025 BBC News report described Said as a "Syrian-born former arms deal fixer" and raised questions about whether his British-citizen wife served as a conduit for political donations that Said could not lawfully make in the UK.
• Said played an advisory role in the Al-Yamamah arms deal involving the UK government and BAE Systems (an approximately $40 billion transaction); a 2024 Guardian report cited a UK government document suggesting the deal may have involved bribery and corruption that were subsequently concealed.
• A December 2006 Guardian article reported that Said's Swiss bank accounts were examined in connection with a Serious Fraud Office investigation into the Al-Yamamah/BAE deal, though Said was reportedly not the target of the inquiry.
• Press reports indicate Said is cooperating with the Syrian government as he pursues investments in Syria.

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Meeting Date

Not found in filing. The filing references the "2026 Annual Meeting of Stockholders" but does not specify a date.

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Activist Identity

None

Note: This is a management filing. The opposing party referenced throughout is:

• Wafic Said – individual shareholder and principal of Al Shams Investments Limited
• Al Shams Investments Limited – Said's investment firm, acting as the dissident shareholder
• Ownership stake in BHR not specified in this filing

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Status

This is a preliminary soliciting material filing (DEFA14A). Braemar has indicated it intends to file a definitive proxy statement and GOLD proxy card with the SEC in connection with its 2026 Annual Meeting, but no definitive proxy has been filed as of the date of this communication. The proxy contest is at an early stage.