Braemar Hotels investor group plans proxy contest

An investor group led by ASIL plans to run its own director slate at Braemar Hotels & Resorts’ 2026 Annual Meeting using a WHITE universal proxy card.

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. (BHR) is the subject of a proxy solicitation effort by Al Shams Investments Limited (ASIL) and Wafic Rida Said. ASIL issued a press release on September 8, 2026, including an open letter to stockholders in which the participants reiterated their intent to nominate a slate of qualified and independent director nominees for election to the company’s board at the 2026 Annual Meeting. ASIL and Said, as the anticipated participants, plan to file a definitive proxy statement on Schedule 14A and use a WHITE Universal Proxy Card to solicit proxies from shareholders. The materials, including the definitive proxy statement and other relevant documents, will be made available without charge on the SEC’s website, and an Amendment No. 13 to their Schedule 13D has also been filed and attached as an exhibit.

Key Terms

Definitive Proxy Statement, WHITE Universal Proxy Card, Schedule 13D, soliciting material

4 terms

Definitive Proxy Statement regulatory

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

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

WHITE Universal Proxy Card regulatory

"Definitive Proxy Statement and accompanying WHITE Universal Proxy Card to be used to solicit proxies"

Schedule 13D regulatory

"filed Amendment No. 13 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.

soliciting material regulatory

"Soliciting Material Pursuant to §240.14a-12"

FAQ

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

What is happening at Braemar Hotels & Resorts Inc. (BHR) with this DFAN14A filing?

An investor group led by Al Shams Investments Limited and Wafic Rida Said plans to solicit proxies to elect its own slate of director nominees to the Braemar Hotels & Resorts board at the 2026 Annual Meeting, using a WHITE Universal Proxy Card.

Who are the participants in the proxy solicitation related to BHR?

The anticipated participants are Al Shams Investments Limited (ASIL) and Wafic Rida Said, referred to collectively as the Participants. They are organizing a proxy solicitation to support their director nominees for Braemar Hotels & Resorts’ 2026 Annual Meeting.

What materials will ASIL and its affiliates file for the Braemar (BHR) proxy contest?

They intend to file a definitive proxy statement on Schedule 14A and an accompanying WHITE Universal Proxy Card. These, along with other relevant documents, will be available at no charge on the SEC’s website.

What did ASIL disclose on September 8, 2026, regarding Braemar Hotels & Resorts (BHR)?

On September 8, 2026, ASIL issued a press release with an open letter to stockholders reiterating its intent to nominate a slate of independent director nominees at the 2026 Annual Meeting and filed Amendment No. 13 to its Schedule 13D.

How can Braemar (BHR) shareholders access the proxy materials from ASIL and Wafic Rida Said?

The definitive proxy statement, WHITE Universal Proxy Card, and other relevant documents will be furnished to some or all shareholders and will also be available without charge on the SEC’s website at https://www.sec.gov/.

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

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Available on EDGAR 09/08/2026 - 04:55 PM Accepted by SEC EDGAR 09/08/2026 - 04:54 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 September 8, 2026, Al Shams Investments Limited ("ASIL") issued a press release, which included an open letter to stockholders of Braemar Hotels & Resorts Inc. (the "Company"). In the open letter, the Reporting Persons reiterated their intent to nominate a slate of qualified and independent director nominees for election to the Issuer’s Board at the 2026 Annual Meeting. A copy of the press release is attached hereto as Exhibit 1.

Also on September 8, 2026, ASIL, together with the other participants named herein, filed Amendment No. 13 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 September 8, 2026, and is available here.