Braemar investor group nominates 5 board candidates

An investor group led by ASIL has nominated an alternative five-person board slate for BHR’s November 13, 2026 annual meeting and will run a competing proxy campaign.

Rhea-AI Filing Summary

Braemar Hotels & Resorts Inc. (BHR) is the subject of a proxy solicitation by Al Shams Investments Limited (ASIL) and its group for the Company’s 2026 annual meeting of stockholders scheduled for November 13, 2026. ASIL has delivered a notice nominating five director candidates—Jennifer L. Bitterman, Jonathan Klein, Anna Massion, Sir Michael Peat and Wayne R. Walker—for election to the Board of Directors. ASIL and the other participants plan to solicit votes using a WHITE Universal Proxy Card and intend to file a definitive proxy statement on Schedule 14A with the SEC, directing shareholders to review these materials and related Schedule 13D filings for details about the participants and their interests.

Key Figures

Number of director nominees: 5 nominees Annual meeting date: November 13, 2026 Nomination notice date: September 13, 2026 +1 more

4 metrics

Number of director nominees 5 nominees Director candidates proposed by ASIL for election to Braemar Hotels & Resorts Inc.’s Board

Annual meeting date November 13, 2026 Scheduled date of Braemar Hotels & Resorts Inc.’s 2026 annual meeting of stockholders

Nomination notice date September 13, 2026 Date ASIL delivered its notice of nomination to Braemar Hotels & Resorts Inc.

Schedule 13D amendment date September 15, 2026 Date ASIL and other reporting persons filed Amendment No. 14 to Schedule 13D

Key Terms

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

4 terms

Definitive Proxy Statement regulatory

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

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"

Schedule 13D regulatory

"filed Amendment No. 14 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

"definitive proxy statement on Schedule 14A to be used to solicit proxies"

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.

FAQ

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

What is happening at Braemar Hotels & Resorts Inc. (BHR) regarding its 2026 annual meeting?

An investor group led by Al Shams Investments Limited (ASIL) has notified Braemar Hotels & Resorts Inc. that it will nominate five director candidates and conduct a proxy solicitation for the Board election at the November 13, 2026 annual meeting.

Who are the director nominees proposed by ASIL for BHR’s board?

ASIL’s slate for Braemar Hotels & Resorts Inc. includes Jennifer L. Bitterman, Jonathan Klein, Anna Massion, Sir Michael Peat and Wayne R. Walker, all nominated for election to the Board of Directors at the 2026 annual meeting.

When is Braemar Hotels & Resorts Inc.’s 2026 annual meeting scheduled?

Braemar Hotels & Resorts Inc.’s 2026 annual meeting of stockholders is scheduled for November 13, 2026, including any meeting held in lieu of that date and any adjournments, postponements, reschedulings or continuations.

Which parties are currently participants in the proxy solicitation for BHR?

The participants in the solicitation are Al Shams Investments Limited, Wafic Rida Said, and the five director nominees: Jennifer L. Bitterman, Jonathan Klein, Anna Massion, Sir Michael Peat and Wayne R. Walker.

What proxy card will the ASIL group use in its campaign at BHR?

The ASIL group intends to use a WHITE Universal Proxy Card to solicit proxies from shareholders of Braemar Hotels & Resorts Inc. in connection with the 2026 annual meeting.

Where can BHR shareholders find the proxy materials and related filings from the ASIL group?

Shareholders can access the group’s Definitive Proxy Statement on Schedule 14A, the accompanying WHITE Universal Proxy Card, and related documents, including the September 15, 2026 Schedule 13D amendment, at no 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 09/16/2026 - 06:10 AM Accepted by SEC EDGAR 09/15/2026 - 08:02 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

Jennifer L. Bitterman

Jonathan Klein

Anna Massion

Sir Michael Peat

Wayne R. Walker
(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 13, 2026, Al Shams Investments Limited (“ASIL”) delivered a notice of nomination (the “Nomination Notice”) to Braemar Hotels & Resorts Inc. (the “Company”) nominating a slate of five highly qualified director candidates—Jennifer L. Bitterman, Jonathan Klein, Anna Massion, Sir Michael Peat and Wayne R. Walker—for election to the Company’s Board of Directors (the “Board”) at the Company’s 2026 annual meeting of stockholders, which is scheduled to be held on November 13, 2026 (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”).

On September 15, 2026, ASIL, together with other reporting persons named therein, filed Amendment No. 14 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 ASIL, Wafic Rida Said, Jennifer L. Bitterman, Jonathan Klein, Anna Massion, Sir Michael Peat and Wayne R. Walker (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 15, 2026, and is available here.