Al Shams & Wafic Said to Solicit BHR Proxies (BHR)

Rhea-AI Filing Summary

Al Shams Investments Limited and Wafic Rida Said are soliciting proxies for Braemar Hotels & Resorts Inc. The participants say they will file a definitive Schedule 14A and furnish a WHITE Universal Proxy Card for the company’s Annual Meeting. The filing notes a press release and an Amendment No. 10 to Schedule 13D, both dated June 15, 2026.

The materials will be available free on the SEC website and will describe the participants’ direct or indirect interests and the matters they intend to present at the Annual Meeting.

Insights

Corporate Governance Expert

Shareholder proponents filed proxy materials and a Schedule 13D amendment dated June 15, 2026.

The participants (Al Shams Investments Limited and Wafic Rida Said) state they will solicit proxies using a WHITE Universal Proxy Card for the Annual Meeting. The submission includes a press release and Amendment No. 10 to Schedule 13D.

Future filings will disclose the proposed director slate, voting mechanics, and any interests by security holdings; timing and specific proposals are to be provided in the Definitive Proxy Statement.

Key Figures

Amendment to Schedule 13D: Amendment No. 10 Proxy filing intent: Schedule 14A Press release date: June 15, 2026

3 metrics

Amendment to Schedule 13D Amendment No. 10 filed June 15, 2026

Proxy filing intent Schedule 14A Definitive Proxy Statement to be filed for Annual Meeting

Press release date June 15, 2026 press release issued by ASIL regarding letter to outside directors

Key Terms

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

3 terms

WHITE Universal Proxy Card regulatory

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

Schedule 13D regulatory

"filed Amendment No. 10 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.

Schedule 14A regulatory

"intends 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.

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Available on EDGAR 06/15/2026 - 05:14 PM Accepted by SEC EDGAR 06/15/2026 - 05:13 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 15, 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 15, 2026, ASIL, together with the other participants named herein, filed Amendment No. 10 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 15, 2026, and is available here.

FAQ

What did Al Shams Investments (BHR) file on June 15, 2026?

They issued a press release and filed Amendment No. 10 to Schedule 13D on June 15, 2026, announcing plans to solicit proxies and to furnish a WHITE Universal Proxy Card for the Annual Meeting.

Who are the participants soliciting proxies for Braemar Hotels & Resorts (BHR)?

The participants named are Al Shams Investments Limited and Wafic Rida Said, who state they will file a Definitive Schedule 14A and use a WHITE Universal Proxy Card to solicit shareholder proxies.

Where can shareholders find the Definitive Proxy Statement for BHR?

The Definitive Proxy Statement and related materials will be available free on the SEC website at https://www.sec.gov; the proxy materials will describe the matters to be voted on and participants' interests.

Does the filing state what the participants will propose at the Annual Meeting?

The filing states the participants intend to solicit proxies and will disclose their proposals in the Definitive Proxy Statement; specific proposals and director slates are not detailed in this excerpt.

What is the significance of Amendment No. 10 to Schedule 13D in this context?

Amendment No. 10 to Schedule 13D (filed June 15, 2026) documents the participants' holdings and interests and is referenced as containing information about their direct or indirect security holdings and intentions regarding the Annual Meeting.