Al Shams and Wafic Said move to solicit BHR proxies

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. is the subject of a proxy solicitation by Al Shams Investments Limited and Wafic Rida Said, who on June 2, 2026 issued a press release and filed Amendment No. 8 to a Schedule 13D. The participants state they will furnish a Definitive Proxy Statement on Schedule 14A and a WHITE Universal Proxy Card to solicit proxies for the company’s Annual Meeting.

The materials, including information about the participants and their interests, will be available free on the SEC website and furnished to some or all shareholders.

Insights

Corporate Governance Analyst

Activist solicitation filed; shareholders will receive a proxy statement and universal proxy card.

The filing shows Al Shams Investments Limited and Wafic Rida Said plan to solicit proxies using a Definitive Proxy Statement on Schedule 14A and a WHITE Universal Proxy Card. The participants also filed Amendment No. 8 to their Schedule 13D on June 2, 2026.

Key dependencies include disclosures in the forthcoming proxy materials and any additional amendments. Shareholder voting outcomes will depend on the materials furnished and any competing solicitations in advance of the Annual Meeting.

Investor Relations Advisor

Company shareholders will be furnished competing proxy materials available on the SEC website.

The participants note that the Definitive Proxy Statement and WHITE Universal Proxy Card will be furnished to some or all shareholders and posted on the SEC website. The filing references a related press release attached as an exhibit and the Schedule 13D amendment.

Shareholders should review the forthcoming proxy materials for details on nominated directors, participant interests, and voting instructions; timing and specific proposals are to be provided in those materials.

Key Figures

Schedule 13D amendment: Amendment No. 8 Proxy form: Schedule 14A Proxy card: WHITE Universal Proxy Card +1 more

4 metrics

Schedule 13D amendment Amendment No. 8 Filed on <date>June 2, 2026</date>

Proxy form Schedule 14A Definitive Proxy Statement to be furnished to shareholders

Proxy card WHITE Universal Proxy Card To be used in solicitation for the Annual Meeting

Key filing date June 2, 2026 Date of press release and Schedule 13D amendment filing

Key Terms

Schedule 14A, Schedule 13D, WHITE Universal Proxy Card, Soliciting Material Pursuant to §240.14a-12

4 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.

Schedule 13D regulatory

"filed Amendment No. 8 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.

WHITE Universal Proxy Card financial

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

Soliciting Material Pursuant to §240.14a-12 regulatory

"Soliciting Material Pursuant to §240.14a-12"

FAQ

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

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

They issued a press release and filed Amendment No. 8 to a Schedule 13D on June 2, 2026. The filing notifies shareholders that a Definitive Proxy Statement on Schedule 14A and a WHITE Universal Proxy Card will be furnished to solicit proxies for the Annual Meeting.

Will BHR shareholders receive proxy materials from the participants?

Yes. The participants state they will furnish a Definitive Proxy Statement on Schedule 14A and a WHITE Universal Proxy Card to some or all shareholders, and those materials will be available free on the SEC website at www.sec.gov.

What information about the participants is disclosed in the filing?

The filing indicates that information about the participants' direct or indirect interests is included in the Amendment to Schedule 13D filed on June 2, 2026, and the forthcoming proxy materials will describe those interests in detail.

Where can I find the exhibits referenced in the solicitation?

The press release referenced is attached as Exhibit 1 and the Schedule 13D Amendment is attached as Exhibit 2 to the filing; both exhibits will be available on the SEC website alongside the proxy materials.

Does this filing indicate the participants’ nominees or proposals?

No. The filing states a Definitive Proxy Statement will be furnished that will contain details on matters to be voted on and any nominees. Specific proposals and nominees are to be disclosed in those forthcoming materials.

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

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Accepted by SEC EDGAR 06/02/2026 - 05:29 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 2, 2026, Al Shams Investments Limited (“ASIL”) issued a press release regarding a letter that it sent to the outside directors of the Board of Directors of Braemar Hotels & Resorts Inc. (the “Company”). A copy of the press release is attached hereto as Exhibit 1.

Also on June 2, 2026, ASIL, together with the other participants named herein, filed Amendment No. 8 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 June 2, 2026, and is available here.