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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): October 6,
2026
BRAEMAR HOTELS & RESORTS INC.
(Exact name of registrant as specified in its
charter)
| Maryland |
|
001-35972 |
|
46-2488594 |
| (State or other jurisdiction of incorporation or organization) |
|
(Commission File Number) |
|
(IRS employer identification number) |
| 14185 Dallas Parkway |
|
|
| Suite 1200 |
|
|
| Dallas |
|
|
| Texas |
|
75254 |
| (Address of principal executive offices) |
|
(Zip code) |
Registrant’s telephone number, including
area code: (972) 490-9600
Not Applicable
(Former name or former address, if changed since
last report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the
Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common Stock |
|
BHR |
|
New York Stock Exchange |
| Preferred Stock, Series B |
|
BHR-PB |
|
New York Stock Exchange |
| Preferred Stock, Series D |
|
BHR-PD |
|
New York Stock Exchange |
| ITEM 1.01 |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
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.
Forward-Looking Statements
Certain statements and assumptions in this communication
contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements in this communication include, among others, statements about the
Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words
“will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,”
“believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements
are subject to numerous assumptions and uncertainties, many of which are outside Braemar’s control.
These forward-looking statements are subject
to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated,
including, without limitation: our ability to collect the insurance proceeds; our ability to complete the previously announced
shareholder value creation plan on a timely basis, if at all; potential risks related to actions or proposals from activist
stockholders; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or
expected purchases or sales of assets; our projected operating results; completion of any pending transactions; risks associated
with our ability to effectuate our dividend policy, including factors such as operating results and the economic outlook influencing
our board’s decision whether to pay further dividends at levels previously disclosed or to use available cash to pay
dividends; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our
operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock;
availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which
we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are
more fully discussed in Braemar’s filings with the U.S. Securities and Exchange Commission (the “SEC”).
The forward-looking statements included in this
communication are only made as of the date of this communication. Such forward-looking statements are based on our beliefs, assumptions,
and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and
expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business,
financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking
statements. You should carefully consider this risk when you make an investment decision concerning our securities. Investors should not
place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will
be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by
law.
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
CERTAIN INFORMATION REGARDING PARTICIPANTS
Braemar and its
directors and certain of its executive officers will be deemed to be “participants” (as defined in Schedule 14A under the
Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s stockholders by Braemar in connection
with the matters to be considered at Braemar’s 2026 Annual Meeting of Stockholders. Information regarding the names of Braemar’s
executive officers and directors and their respective interests in Braemar by security holdings or otherwise is set forth (i) in
Braemar’s proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on October 30, 2025 (the
“2025 Proxy Statement”), which is available here,
including under the headings “SUMMARY”, “PROPOSAL NUMBER ONE-ELECTION OF DIRECTORS”, “CORPORATE GOVERNANCE”,
“BOARD OF DIRECTORS AND COMMITTEES”, “EXECUTIVE OFFICERS”, “EXECUTIVE COMPENSATION”, “PROPOSAL
NUMBER TWO-ADVISORY APPROVAL OF EXECUTIVE COMPENSATION”, “SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS”
and “CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS” and (ii) under Item 1.01 “ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT” in the Current Reports on Form 8-K filed by Braemar with the SEC on December 23, 2025 (available here),
on March 17, 2026 (available here),
on April 3, 2026 (available here)
and on May 22, 2026 (available here),
under Item 5.02 “DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS” in the Current Reports on Form 8-K filed by Braemar with the SEC on February 25, 2026
(available here),
on February 27, 2026 (available here),
on March 6, 2026 (available here),
on March 17, 2026 (available here)
and on May 28, 2026 (available here),
under Item 5.07 “SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS” in the Current Report on Form 8-K filed by Braemar
with the SEC on December 16, 2025 (available here)
and under Item 8.01 “OTHER EVENTS” in the Current Report on Form 8-K filed by Braemar with the SEC on June 1, 2026
(available here).
To the extent holdings of such persons in the Company’s securities have changed since the amounts described in the 2025 Proxy Statement,
such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on
Form 4 filed with the SEC, by Jim A. Plohg on December 22, 2025 (available here),
by Jim A. Plohg on January 14, 2026 (available here),
by Monty J. Bennett on February 26, 2026 (available here),
by Richard J. Stockton on February 26, 2026 (available here)
and by Eric Batis on June 1, 2026 (available here).
Additional information can also be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2025, filed with the SEC on March 12, 2026 (available here),
as amended by the Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2025 (available here).
Details concerning the nominees of Braemar’s Board of Directors for election at the 2026 Annual Meeting will be included in the
Proxy Statement (defined below). These documents, including the definitive Proxy Statement (and any amendments or supplements thereto)
and other documents filed by the Company with the SEC, are or will be available free of charge at the SEC’s website at www.sec.gov.
Copies of the documents filed by Braemar are also available free of charge by accessing the “SEC Filings” section of the
Company’s website at www.braemar.q4ir.com/investor/financials-sec-filings/sec-filings/. Further information regarding the
participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the Proxy Statement.
IMPORTANT INFORMATION AND WHERE TO FIND IT
Braemar Hotels &
Resorts Inc. (the “Company” or “Braemar”) intends to file a proxy statement and GOLD proxy card
and other relevant documents with the SEC in connection with its solicitation of proxies from the Company’s stockholders for Braemar’s
2026 Annual Meeting of Stockholders (the “Proxy Statement”). This communication is neither a solicitation of a proxy
nor a substitute for any proxy statement or other document that Braemar may file with the SEC in connection with any solicitation by
Braemar. BRAEMAR STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY BRAEMAR
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders may obtain copies of these documents and other documents filed with the SEC by Braemar free of charge
through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Braemar are also available free
of charge by accessing the “SEC Filings” section of the Company’s website at www.braemar.q4ir.com/investor/financials-sec-filings/sec-filings/.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
Description |
| |
|
| 10.1 |
Cooperation
and Settlement Agreement, dated October 6, 2026, by and among Braemar Hotels & Resorts Inc., Ashford Hospitality Trust, Inc.,
Ashford Inc., Al Shams Investments Limited, and Wafic Rida Said |
| |
|
| 10.2 |
Allocation
Agreement, dated October 6, 2026, by and between Braemar Hotels & Resorts Inc. and Ashford Inc. |
| |
|
| 104 |
Cover
Page Interactive Data File (formatted as 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: October 8, 2026 |
By: |
/s/ Jim Plohg |
| |
|
Jim Plohg |
| |
|
Executive Vice President, General Counsel & Secretary |
