Braemar Hotels & Resorts (NYSE: BHR) targeted by Al Shams proxy campaign

Rhea-AI Filing Summary

Al Shams Investments Limited and Wafic Rida Saïd have filed soliciting material indicating their intention to run a proxy solicitation at Braemar Hotels & Resorts Inc. in connection with the Annual Meeting. They plan to file a definitive Schedule 14A proxy statement and distribute a WHITE Universal Proxy Card to Braemar shareholders. The materials will describe matters to be voted on and the Participants’ direct or indirect interests, including security holdings, and will be available without charge on the SEC’s website.

Key Terms

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

4 terms

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.

Soliciting Material Pursuant to §240.14a-12 regulatory

"Soliciting Material Pursuant to §240.14a-12"

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. 12 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.

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

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Available on EDGAR 07/23/2026 - 05:12 PM Accepted by SEC EDGAR 07/23/2026 - 05:12 PM Learn about SEC filing dates

FAQ

What is Al Shams Investments planning in this DFAN14A related to BHR?

Al Shams Investments Limited and Wafic Rida Saïd plan to solicit proxies at Braemar Hotels & Resorts Inc. using a WHITE Universal Proxy Card for the Annual Meeting, supported by a definitive Schedule 14A proxy statement filed with the SEC.

Which shareholders materials are being prepared for Braemar Hotels & Resorts Inc. (BHR)?

The Participants intend to prepare a definitive proxy statement on Schedule 14A and an accompanying WHITE Universal Proxy Card for Braemar shareholders, detailing voting matters and the Participants’ direct or indirect interests in the Company.

Who are the Participants in the Braemar Hotels & Resorts Inc. (BHR) proxy solicitation?

The anticipated Participants are Al Shams Investments Limited (ASIL) and Wafic Rida Saïd, who together are organizing the proxy solicitation effort related to Braemar’s upcoming Annual Meeting of shareholders.

Where can BHR shareholders access the proxy materials from ASIL and Wafic Rida Saïd?

Braemar shareholders will be able to access the definitive proxy statement, WHITE Universal Proxy Card, and related documents at no charge on the SEC’s website at https://www.sec.gov/ once they are filed.

What other SEC filing is referenced in this DFAN14A for Braemar Hotels & Resorts Inc. (BHR)?

The Participants reference Amendment No. 12 to their Schedule 13D, filed on July 23, 2026, which contains information about their security holdings and other direct or indirect interests in Braemar.

Why are BHR shareholders urged to read the materials from Al Shams Investments?

Shareholders are urged to read the materials because they will contain important information about the matters to be voted on at the Annual Meeting and detailed disclosures regarding the Participants and their interests.

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 July 23, 2026, Al Shams Investments Limited ("ASIL") issued a press release, which included a statement from Wafic Rida Saïd regarding the recent statements by Braemar Hotels & Resorts Inc. (the "Company") about the Reporting Persons and Mr. Saïd. A copy of the press release is attached hereto as Exhibit 1.

Also on July 23, 2026, ASIL, together with the other participants named herein, filed Amendment No. 12 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 Mr. Saïd (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 July 23, 2026, and is available here.