BHR - Braemar Hotels & Resorts Inc.

What This Filing Is

This is a DEFA14A soliciting material filing submitted by Braemar Hotels & Resorts Inc. (NYSE: BHR) management in connection with its 2026 Annual Meeting of Stockholders. Management is defending its strategic direction and opposing the influence campaign of a dissident shareholder, Wafic Said and his firm Al Shams Investments Limited.

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Background

Braemar Hotels & Resorts is a luxury hotel and resort REIT currently trading at $2.12, approximately 33.7% below its 52-week high and down 26.1% year-to-date, with a market cap of approximately $156 million. The company has been externally managed by Ashford Inc. and its affiliates. On June 12, 2026, Braemar announced plans to terminate its advisory agreement with Ashford Inc. and transition to a self-managed REIT structure. Separately, shareholder Wafic Said and his firm Al Shams Investments Limited have been conducting what the company characterizes as a sustained campaign to secure board influence. A proxy contest in connection with the 2026 Annual Meeting appears to be underway.

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What the Filer Is Demanding

This is a management filing; Braemar is not making demands but is rather defending and promoting its existing strategic plan, which includes:

• Management spin-out from Ashford Inc. and its affiliates
• Transition to self-managed REIT status
• Reconstitution of the Board with fully independent directors
• Asset sales intended to fund the separation from Ashford Inc.
• Cost savings of more than $25 million annually as a self-managed company
• Shareholder solicitation via a GOLD proxy card at the 2026 Annual Meeting

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Key Arguments Made

In Support of Management's Strategy:

• Shareholder Blackwells Capital LLC publicly expressed support for Braemar's transition to self-management, calling it "a significant step in the right direction."
• Blackwells noted that a renegotiation of the Company Sale Fee payable to Ashford Inc. reduced the amount owed by approximately $94.3 million.
• Blackwells cited record-setting asset sale prices and progress in assembling a reconstituted, independent Board.
• The company claims more than $25 million in projected annual cost savings from self-management.
• Ferguson Partners has been retained to identify new independent directors.

Against Wafic Said and Al Shams:

• The company alleges Said, as a hospitality investor, may be seeking board influence to access Braemar assets on terms favorable to himself rather than all shareholders.
• Al Shams filed a Rule 202 Discovery Petition in Texas (a pre-suit information-gathering procedure); Braemar characterizes this as a "desperate attempt" to find problems where none exist, noting no claims have been filed.
• An unsealed email from Jeffrey Epstein's files allegedly refers to Said as a "good contact in Syria," with Epstein appearing familiar with Said's business activities.
• A 2025 BBC News report described Said as a "Syrian-born former arms deal fixer" and raised questions about whether political donations in the UK were made through his wife as a conduit, given Said was not legally permitted to make such donations himself.
• Said played an advisory role in the Al-Yamamah arms transaction (~$40 billion deal involving BAE Systems); a 2024 Guardian report cited a UK government document suggesting the deal may have involved corruption and bribery.
• A 2006 Guardian article reported that Said's Swiss bank accounts were examined in connection with a Serious Fraud Office investigation into the Al-Yamamah deal, though Said was reportedly not the target of the inquiry.
• Press reports indicate Said is cooperating with the Syrian government while pursuing major investments there.

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Meeting Date

Not found in filing. The 2026 Annual Meeting of Stockholders is referenced, but no specific date is provided.

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Activist Identity

Management filing. The dissident shareholder referenced is Wafic Said and his firm Al Shams Investments Limited. No specific ownership stake for Said or Al Shams is disclosed in this filing. A separate shareholder, Blackwells Capital LLC, is cited as supportive of management's plan; no ownership stake for Blackwells is disclosed in this filing.

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Status

This is a preliminary/soliciting material filing (DEFA14A). Braemar has stated its intent to file a definitive proxy statement and GOLD proxy card with the SEC, but no definitive proxy has been filed yet. The proxy contest is at an early stage. Shareholders are urged by the company to read the definitive proxy statement when it becomes available.