[8-K] Braemar Hotels & Resorts Inc. Reports Material Event
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): February 20, 2026
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (972 ) 490-9600
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As previously disclosed by Braemar Hotels & Resorts Inc. (the “Company”) in the Company’s Current Report on Form 8-K filed on August 26, 2025, on August 25, 2025, the Company, Ashford Hospitality Trust, Inc. and Ashford Inc. entered into a cooperation agreement (the “Agreement”) with Babak “Bob” Ghassemieh and certain related parties of Mr. Ghassemieh, pursuant to which Mr. Ghassemieh executed an irrevocable letter of resignation from the Board of Directors of the Company (the “Board”), dated August 25, 2025 (the “Resignation Letter”). On February 20, 2026, the Board, in consultation with counsel, in compliance with Article II, Section 12 of the Company’s Fifth Amended and Restated Bylaws, as amended by Amendment No.1 on February 27, 2024, adopted on February 27, 2024 (the “Bylaws”), voted unanimously (with Mr. Ghassemieh recused) to determine that Mr. Ghassemieh was in breach of the Agreement. Accordingly, pursuant to Section 4(a)(ii) of the Agreement, Mr. Ghassemieh’s Resignation Letter became effective on February 20, 2026. Mr. Ghassemieh did not serve on any Board committees at the time of his resignation.
On February 20, 2026, counsel, on behalf of the Board, delivered to Mr. Ghassemieh a letter notifying Mr. Ghassemieh of the effectiveness of his Resignation Letter (the “Notice”). The Notice stated, among other things, that the Board, in consultation with counsel, had determined that Mr. Ghassemieh (i) violated the Company’s Code of Business Conduct and Ethics and Corporate Governance Guidelines in breach of Section 6 of the Agreement, (ii) was a member of an undisclosed group in breach of Section 8 of the Agreement and (iii) otherwise engaged in conduct in violation of Section 8 of the Agreement. The Notice further advised Mr. Ghassemieh that, other than the obligations terminated by operation of Section 4(a) of the Agreement, the Agreement remains in full force and effect, and the Ghassemieh Signatories (as such term is defined in the Agreement) remain bound by their obligations in accordance with the terms thereof, including Sections 7 (Voting Commitment), 8 (Standstill) and 10 (Non-Disparagement) thereof.
On February 23, 2026, counsel, on behalf of Mr. Ghassemieh sent a letter in response to the Notice (the “Ghassemieh Letter”). A copy of the Ghassemieh Letter is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On February 25, 2026, the Company provided Mr. Ghassemieh with a copy of the foregoing disclosure and provided him the opportunity to furnish the Company as promptly as possible with a letter stating whether he agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree. Any such letter received by the Company from Mr. Ghassemieh will be filed with the SEC as an amendment to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number Exhibit Description
99.1 Letter from Mr. Ghassemieh, dated February 23, 2026
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRAEMAR HOTELS & RESORTS INC. | ||||||||
| Dated: February 25, 2026 | By: | /s/ Jim Plohg | ||||||
| Jim Plohg | ||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||
EMAIL: AWARD@OLSHANLAW.COM DIRECT DIAL: 212.451.2368 February 23, 2026 VIA EMAIL Richard Brand White & Case LLP 1221 Avenue of the Americas New York, NY 10020 Re: Braemar Hotels & Resorts, Inc. (the “Company”) Dear Richard: We write on behalf of Babak (Bob) Ghassemieh regarding your letter dated February 20, 2026 (the “Letter”), regarding purported violations of the Cooperation Agreement signed among Mr. Ghassemieh, the Company, Ashford Hospitality Trust, Inc., Ashford Inc., and the Ghassemieh Signatories (as defined therein) and under Company policies. The Letter further states that “such breaches are not capable of being cured” and that as a result of these purported violations the Company had accepted his resignation letter that he had previously provided to be held in escrow pursuant to the Cooperation Agreement. Mr. Ghassemieh strongly denies that he has breached any term of the Cooperation Agreement or any Company policy. He has complied, and continues to comply, with the Cooperation Agreement. He does, however, tender his resignation to the Board because he does not believe that under the current circumstances he can continue to serve as a director consistent with his fiduciary duty. After serving on the Board for approximately six months, his deep concerns about the Company’s governance and entrenched board, specifically the independent directors and management who are not acting the best interest of Company shareholders and do not adequately manage the litany of conflicts between the Company and Ashford and Ashford’s affiliates, have not been alleviated, and this latest threat from the Company bears out that conclusion. In the Letter, the Company asserts that Mr. Ghassemieh (i) violated various Company policies by communicating with stockholders, including Brancous LP1 (“Brancous”), which filed a public letter with the SEC on February 2, 2026, (ii) is a member of an undisclosed “group” as defined pursuant to Section 13(d) of the Exchange Act with Brancous, (iii) encouraged Brancous to take actions that the Reporting Persons are otherwise prohibited from taking under the Cooperation Agreement, and (iv) made requests for books and records of the Company in violation of the Cooperation Agreement. None of these allegation have any factual basis. First, Mr. Ghassemieh has not violated any Company policies by communicating with stockholders, including Brancous. The Brancous letter raises concerns about the letter agreement between the Company and Ashford Inc. (“Ashford”) with respect to the Fifth Amended and
February 23, 2026 Page 2 Restated Advisory Agreement, dated as of April 13, 2018 (as amended, the “Advisory Agreement”), pursuant to which the Issuer and Ashford agreed that a $480 million termination fee (plus an additional $25 million to be paid to affiliates of Ashford)would paid to Ashford in the context of a transaction that results in a change of control of the Issuer that terminates the Advisory Agreement (the “Advisory Fee”). The Letter alleges that Mr. Ghassemieh must have raised his concerns about the Advisory Fee to Brancous, which Mr. Ghassemieh has previously shared in Board communications, because Brancous stated a similar view in its February 2, 2026, SEC filing. As you clearly know, since 2024, Brancous has consistently been the most active shareholder activist with multiple SEC filings questioning the Company’s governance, relationship with Ashford and the structure of the Advisory Agreement. Moreover, that allegation ignores the fact that shareholders might independently arrive at and share similar views about the Advisory Contract and Advisory Fee, which was publicly reported and has a material impact on the value of their investment and any consideration to be received in a strategic transaction. As an example, another large shareholder, Zazove Associates, LLC, filed a similar letter with the SEC on February 5, 2026, describing with its grievances about the apparent inflation and magnitude of the termination fee and encouraged the Company to consider the opportunity to renegotiate the Advisory Fee with the upcoming renewal of the Advisory Agreement (specifically quoted as: “* the alternatives considered, including the potential effect of upcoming renewal or renegotiation timelines.”). In 2024, Blackwells Capital ran a proxy campaign that focused on the nonalignment of Board members with stockholder interests and concerns about the Advisory Agreement, which it characterized as “Off-Market and Self-Dealing” in its proxy statement, and Al Shams (Wafic Said) similarly voiced its deep concerns in public filings. In short, the idea that Brancous or other large stockholders, who made their disagreement with the Board public a year before Mr. Ghassemieh joined the Board, would need Mr. Ghassemieh to articulate their view of the Advisory Agreement and Advisory Fee is absurd. Unfortunately, the allegation regarding communications with Brancous appears designed to further the second and third claims in the Letter. Regarding the allegation that Mr. Ghassemieh has formed a “group” with Brancous. A Section 13(d) “group” is formed when shareholders "agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of an issuer." 17 C.F.R. § 240.13d-5(b)(1). There is no agreement here. Sharing common goals does not form the basis for a group within the meaning of Section 13(d). In re Facebook, Inc., IPO Sec. & Derivative Litig., 43 F. Supp. 3d 369, 376–77 (S.D.N.Y. 2014), aff’d sub nom. Lowinger v. Morgan Stanley & Co. LLC, 841 F.3d 122 (2d Cir. 2016). For the same reasons, the claim that Mr. Ghassemieh has used Brancous as a sort of alter ego to avoid his obligations under the Cooperation Agreement is entirely frivolous. Fourth, none of the standstill provisions of the Cooperation Agreement address, let alone forbid, a request for books and records by a director acting in his capacity as a director. White & Case drafted the Cooperation Agreement and is certainly aware of that fact. On January 16, 2026, Mr. Ghassemieh sent his request solely in his capacity as a director and to inform himself about certain events immediately prior to joining the Board to carry out his fiduciary duty as a director. Moreover, the Cooperation Agreement explicitly provides that none of the restrictions therein shall be deemed to restrict Mr. Ghassemieh in any way from exercising his fiduciary duties under applicable law as a director of the Issuer. Consistent with the actual verbiage in the Cooperation
February 23, 2026 Page 3 Agreement, on January 20, 2026, Jim Plohg acknowledged the books and records request, stating that he would “provide any appropriate records soon.” This most recent allegation appears to be the latest step in a campaign to intimidate Mr. Ghassemieh that began when he joined the Board and voluntarily disclosed to Monty Bennett in an October 9, 2025 email that on August 26, 2025, the day after Mr. Ghasseemieh joined the Board, Al Shams’ principal, Mr. Said, contacted him to express his outrage about the letter agreement and Advisory Fee, which the Company had announced that day. White & Case wrote two weeks later asserting that he was being “investigated.” On December 15, 2025, White & Case, and again presumably at the direction of Mr. Bennett, informed Mr. Ghassemieh that he should recuse himself from the December 15, 2025 Board meeting because he had purportedly violated my Cooperation Agreement with the Company because he and certain other family members and related entities had failed to vote their shares in accordance with the Cooperation Agreement with respect to the recent annual meeting. However, anticipating such retaliatory efforts, Mr. Ghassemieh had records confirming that all members of the Ghassemieh Group had voted in accordance with the Cooperation Agreement. On December 23, 2025, Mr. Bennett sent an email to the entire Board expressing his purported “significant concern” whereby he claimed that Mr. Ghassemieh was “intimidating other directors” and falsely accused me of preparing for litigation. The current false claims follow Mr. Ghassemieh’s letter of December 29, 2025, that raised concerns under the Company’s Code of Conduct and Ethics. Having noted conflicts of interest among Board members, Mr. Ghassemieh requested that the Board appoint fully-independent and non-conflicted directors to investigate the matters in his letter and oversee the negotiation process who are empowered to engage competent Maryland counsel to address the conflicts of interest currently facing the Board. Notably, although the Code prohibits retaliation, retaliation shortly followed as evidenced in your Letter and its threat of litigation. For all of the reasons stated herein and other retaliatory conduct directed toward him at Board meetings, it appears that the Company and Board, not Mr. Ghassemieh, are the ones in breach of the Cooperation Agreement. Although Mr. Ghassemieh strongly disagrees with the Company’s accusations, he has decided that he cannot productively to carry out his duty to stockholders while under constant threat. This is unfortunate, as he was the Company’s sole independent director with a significant investment in the Company and alignment with stockholder interests. He therefore asks that the Board accept the resignation letter that he signed upon joining the Board. All rights are reserved. Sincerely, Adrienne M. Ward Cc: Glenn M. Kurtz, Esq. Andrew Freedman, Esq. Lori Marks-Esterman, Esq.
February 23, 2026 Page 4 Dorothy Sluszka, Esq. Bob Ghassemieh, Esq.
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Braemar Hotels & Resorts Inc