Braemar Hotels (BHR) — ASIL and Wafic Said file proxy bid, May 22, 2026

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. is the target of a proxy solicitation by Al Shams Investments Limited and Wafic Rida Said, who say they will file a definitive proxy statement on Schedule 14A and use a WHITE Universal Proxy Card to solicit shareholder votes for the Annual Meeting. The filing notes Amendment No. 7 to a Schedule 13D was filed on May 22, 2026 and that the definitive materials and related disclosures will be furnished to shareholders and available on the SEC website.

Insights

Corporate Governance Analyst

ASIL and an individual investor are pursuing a contested proxy solicitation.

The participants state an intent to file a definitive Schedule 14A and will solicit proxies using a WHITE Universal Proxy Card. The disclosure references an attached Amendment No. 7 to a Schedule 13D dated May 22, 2026, which should detail holdings and plans.

Shareholders will receive the proxy materials; subsequent filings and the Schedule 13D amendment are the primary documents to review for voting recommendations, proposed director slates, and any agreements or arrangements disclosed by the participants.

Key Figures

Schedule 13D amendment: Amendment No. 7 Filing type announced: Schedule 14A (definitive proxy) Soliciting parties: Al Shams Investments Limited; Wafic Rida Said

3 metrics

Schedule 13D amendment Amendment No. 7 filed May 22, 2026

Filing type announced Schedule 14A (definitive proxy) to be furnished with a WHITE Universal Proxy Card

Soliciting parties Al Shams Investments Limited; Wafic Rida Said anticipated participants in proxy solicitation

Key Terms

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

3 terms

WHITE Universal Proxy Card regulatory

"will be, along with other relevant documents, available at no charge"

Schedule 13D regulatory

"filed Amendment No. 7 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.

Schedule 14A regulatory

"intend to 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.

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 May 22, 2026, Al Shams Investments Limited (“ASIL”), together with the other participants named herein, filed Amendment No. 7 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 May 22, 2026, and is available here.

FAQ

What action did Al Shams Investments (BHR) announce in the filing?

They announced a proxy solicitation: ASIL and Wafic Rida Said intend to file a definitive Schedule 14A and will use a WHITE Universal Proxy Card to solicit votes for the Annual Meeting.

When was the Schedule 13D amendment referenced in the proxy disclosure filed?

The disclosure states Amendment No. 7 to the Schedule 13D was filed on May 22, 2026, and that amendment contains information about the participants and their interests.

Where can BHR shareholders find the definitive proxy materials?

The filing says the definitive proxy statement and WHITE Universal Proxy Card will be furnished to shareholders and will be available at no charge on the SEC website at https://www.sec.gov/.

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

The named participants are Al Shams Investments Limited (ASIL) and Wafic Rida Said; the filing says they are anticipated to be the participants in the proxy solicitation.

Does the filing explain what matters will be voted on at the Annual Meeting?

The notice urges shareholders to read the definitive proxy materials, which it says will contain important information about the matters to be voted on at the Annual Meeting including participant interests.