Al Shams seeks board influence at Braemar Hotels (NYSE: BHR)

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. faces a proxy solicitation by Al Shams Investments Limited and Wafic Rida Said, who filed Amendment No. 11 to a Schedule 13D on June 29, 2026. The participants say they will furnish a definitive Schedule 14A and a WHITE Universal Proxy Card to solicit shareholder proxies for the Annual Meeting.

Key Figures

Amendment filed: Amendment No. 11 Proxy form: WHITE Universal Proxy Card

2 metrics

Amendment filed Amendment No. 11 Schedule 13D filed June 29, 2026

Proxy form WHITE Universal Proxy Card To be used with Definitive Schedule 14A

Key Terms

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

3 terms

Schedule 14A regulatory

"file with the U.S. Securities and Exchange Commission a definitive proxy statement on Schedule 14A"

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.

WHITE Universal Proxy Card regulatory

"accompanying WHITE Universal Proxy Card to be used to solicit proxies"

Schedule 13D regulatory

"filed Amendment No. 11 to their Schedule 13D, a copy of which is attached"

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.

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Available on EDGAR 06/30/2026 - 06:02 AM Accepted by SEC EDGAR 06/29/2026 - 05:33 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):

[X]		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 June 29, 2026, Al Shams Investments Limited (“ASIL”), together with the other participants named herein, filed Amendment No. 11 to their Schedule 13D, a copy of which is attached hereto as Exhibit 1.

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 June 29, 2026, and is available here.

FAQ

What did Al Shams file regarding Braemar Hotels (BHR)?

Al Shams filed Amendment No. 11 to a Schedule 13D on June 29, 2026. That filing discloses the participants’ intent and background. The participants also stated they will furnish a definitive Schedule 14A and a WHITE Universal Proxy Card to solicit proxies for the Annual Meeting.

Who are the participants soliciting proxies for BHR?

The participants are Al Shams Investments Limited and Wafic Rida Said. They say they will serve as the anticipated soliciting persons and will furnish a definitive Schedule 14A and WHITE Universal Proxy Card to some or all shareholders.

Where can BHR shareholders find the proxy materials?

Materials will be available free on the SEC website. The Definitive Proxy Statement and WHITE Universal Proxy Card will be furnished to some or all shareholders and posted at https://www.sec.gov/ along with related Schedule 13D information.

What will the definitive proxy packet include for BHR shareholders?

The packet will include a Definitive Proxy Statement and a WHITE Universal Proxy Card. Those materials will describe the matters to be voted on at the Annual Meeting and disclose the participants’ direct or indirect interests by security holdings or otherwise.

Does the filing state what actions the participants seek at the Annual Meeting?

The filing indicates the participants will solicit proxies for matters to be voted on at the Annual Meeting. Specific proposals, including any board nominations or other actions, will be described in the forthcoming Definitive Proxy Statement and proxy card.