Braemar Hotels faces activist proxy push

Braemar Hotels & Resorts Inc. received notice from activist holder Al Shams Investments Limited that it intends to seek election of new directors at the company’s 2026 annual meeting.

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. received notice from activist holder Al Shams Investments Limited that it intends to seek election of new directors at the company’s 2026 annual meeting.

The participants state they beneficially own 6,513,000 shares and plan to file a definitive Schedule 14A and a WHITE Universal Proxy Card to solicit shareholder proxies.

Insights

Corporate Governance Expert

ASIL has initiated a standard proxy solicitation process to seek board representation.

ASIL and affiliated participant Wafic Rida Said delivered a letter to independent directors and filed Amendment No. 6 to Schedule 13D on May 8, 2026, formalizing their intent to nominate directors at the Annual Meeting.

The filing lists 6,513,000 shares as beneficially owned by the Schedule 13(d) group; timing for the definitive proxy is set by regulatory filing cadence and proxy distribution rules.

Key Figures

Beneficial shares reported: 6,513,000 shares

1 metrics

Beneficial shares reported 6,513,000 shares held directly by Al Shams Investments, reported as of <date>May 8, 2026</date>

Key Terms

WHITE Universal Proxy Card, Schedule 14A, Schedule 13D

3 terms

WHITE Universal Proxy Card regulatory

"will be furnished to some or all of the Company’s shareholders"

Schedule 14A regulatory

"a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”)"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

Schedule 13D regulatory

"filed Amendment No. 6 to their Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What action is Al Shams Investments taking at Braemar Hotels & Resorts (BHR)?

Al Shams is soliciting proxies to elect new directors at Braemar's 2026 annual meeting. The participants filed Amendment No. 6 to Schedule 13D and say they will file a definitive Schedule 14A and a WHITE Universal Proxy Card to solicit shareholder votes.

How many Braemar (BHR) shares do the participants claim to own?

The participants state beneficial ownership of 6,513,000 shares. That figure is reported as the shares held directly by Al Shams Investments Limited and attributed to the Schedule 13(d) group in the filing dated May 8, 2026.

Will Braemar shareholders receive more materials about this proxy contest?

Yes — a definitive proxy statement and WHITE Universal Proxy Card will be furnished. These materials and any amendments will be available on the SEC website and provided to some or all shareholders at no charge as stated in the filing.

Who are the named participants in the solicitation for Braemar (BHR)?

The filing names Al Shams Investments Limited and Wafic Rida Said as participants. The filing also states the participants are members of a Schedule 13(d) group and will disclose their direct and indirect interests in the definitive proxy materials.

Where can I find the participants' disclosures for Braemar (BHR)?

Disclosures are filed with the SEC and cited in the proxy filing. The amendment to Schedule 13D dated May 8, 2026 and the forthcoming Schedule 14A will contain detailed information about holdings and interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 05:25 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant [_]

Filed by a party other than the Registrant [X]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[_] Definitive Proxy Statement

[_] Definitive Additional Materials

[X] Soliciting Material Pursuant to §240.14a-12

 Braemar Hotels & Resorts Inc.
(Name of Registrant as Specified In Its Charter)

Al Shams Investments LTD

Wafic Rida Said
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

On May 8, 2026, Al Shams Investments Limited (“ASIL”) issued a press release regarding a letter that it sent to the independent directors of the Board of Directors (the “Board”) of Braemar Hotels & Resorts Inc. (the “Company”) informing the independent directors of the Board that ASIL intends to seek to elect new directors at the Company’s 2026 annual meeting of shareholders (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”). A copy of the press release is attached hereto as Exhibit 1.

Also on May 8, 2026, ASIL, together with the other participants named herein, filed Amendment No. 6 to their Schedule 13D, a copy of which is attached hereto as Exhibit 2.

Certain Information Concerning the Participants

ASIL, together with the other Participants (as defined below), intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and accompanying WHITE Universal Proxy Card to be used to solicit proxies from the shareholders of the Company in connection with the Annual Meeting.

SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE ANNUAL MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE.

At this time, the participants in the solicitation of proxies are anticipated to be ASIL and Wafic Rida Said (collectively, the “Participants”).

The Definitive Proxy Statement and accompanying WHITE Universal Proxy Card will be furnished to some or all of the Company’s shareholders and will be, along with other relevant documents, available at no charge on the SEC’s website at https://www.sec.gov/.

Information about the Participants and a description of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants with the SEC on May 8, 2026, and is available here. As of the date hereof, by virtue of the relationship among the Participants as members in a Schedule 13(d) group and solely for the purpose of such Schedule 13(d) group, each of the Participants is deemed to beneficially own the 6,513,000 shares of Common Stock of the Company, par value $0.01, held directly by ASIL.