Braemar Hotels & Resorts Inc. filings document the regulatory record of a Maryland REIT that owns luxury hotel and resort assets and reports as a public company with NYSE-listed common stock and listed Series B and Series D preferred stock. Its Form 8-K filings include operating and financial results, hotel performance metrics, Regulation FD dividend releases, material agreements, and other event disclosures.
The filing record also covers the externally advised structure involving Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC. Disclosures address the advisory agreement, preferred-stock dividend treatment across Series B, Series D, Series E, and Series M securities, liquidation-value reporting for non-traded redeemable preferred stock, governance matters, officer-transition reporting, exhibits, and Inline XBRL cover-page data.
Braemar Hotels & Resorts Inc. shareholder Al Shams Investments Ltd and related reporting person Wafic Rida Said report beneficial ownership of 6,513,000 shares of common stock, representing 9.55% of the class. They hold shared voting and dispositive power over these shares, with no sole power reported.
The filing amends the stated purpose of their investment to reflect an activist stance. On June 10, 2026, they issued a press release with an open letter to the outside directors, urging them to resist what they describe as efforts by Ashford executives to manipulate the director nomination and election process. They state that the current board has, in their view, no legitimacy and that shareholders should be able to elect new directors at the 2026 Annual Meeting.
The investors reiterate that ASIL intends to nominate several director candidates at the 2026 Annual Meeting and is preparing its nomination notice. They criticize changes to the director nominee Questionnaire under the issuer’s Fifth Amended and Restated Bylaws, noting it is longer by seven pages and more than 60 additional questions and sub-questions compared with the form used for the 2025 Annual Meeting. They believe these revisions impede shareholder rights and create procedural obstacles for shareholder-nominated candidates. The open letter and related press release are filed as exhibits.
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.
Al Shams Investments Ltd. and Wafic Rida Said report beneficial ownership of 6,513,000 shares, representing 9.55% of Braemar Hotels & Resorts Inc. common stock. They hold shared voting and dispositive power over all these shares and no sole power.
The reporting persons describe concerns in a June 2, 2026 open letter to Braemar’s outside directors about recent Board resignations and replacements. They note that Ashford, Inc. executives now occupy more than 40% of Board seats and urge the remaining outside directors to promptly call the 2026 Annual Meeting so shareholders can elect directors before further significant transactions.
Braemar Hotels & Resorts completed the sale of the 193-room Park Hyatt Beaver Creek Resort & Spa in Colorado for $176 million in cash, representing about $912,000 per key and a 4.6% capitalization rate on net operating income for the twelve months ended March 2026.
After repaying the $70.5 million mortgage on the property, Braemar retained approximately $104.5 million of net proceeds and used a portion to repay in full its $86.25 million 4.50% Convertible Senior Notes due 2026, eliminating a near‑term debt maturity and strengthening its balance sheet.
Braemar Hotels & Resorts Inc. director Eric Batis filed an initial Form 3 reporting his holdings in the company. The filing shows beneficial ownership of 5,459 shares of Common Stock held directly, with no buy or sell transaction reported in this statement.
Braemar Hotels & Resorts Inc. reported several Board changes. On May 21, 2026, the Board appointed Eric Batis, Chief Operating Officer of Ashford Inc., as a director to serve until the next annual stockholder meeting and until a successor is elected and qualified. He will not receive additional compensation for his Board service and the company states he has no material interests in reportable related-party transactions or special arrangements leading to his selection.
On the same date, directors Stefani Danielle Carter and Rebecca Musser resigned from the Board, and the company notes that neither resignation resulted from any disagreement regarding operations, policies, or practices.
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.
Braemar Hotels & Resorts Inc. entered into Amendment No. 3 to its Fifth Amended and Restated Advisory Agreement with Ashford Inc. and affiliated entities on May 21, 2026. The amendment was proposed to, and approved by, the company’s independent directors.
The change solely extends the period during which Braemar and its external advisor will negotiate a revised Base Fee or Incentive Fee under the advisory agreement, now running through and including December 31, 2026. All other terms of the advisory agreement remain governed by the existing documents referenced in the exhibits.
Braemar Hotels & Resorts Inc. shareholder group updates its ownership disclosure and signals potential board changes. Al Shams Investments LTD and Wafic Rida Said report beneficial ownership of 6,513,000 common shares, representing 9.55% of Braemar’s outstanding stock, with shared voting and dispositive power.
The reporting persons state an intent to seek the election of new directors at Braemar’s 2026 Annual Meeting of Stockholders. Their counsel sent a letter dated May 20, 2026 to the company requesting the issuer’s standard proposed nominee questionnaire, as referenced in the company’s bylaws. The letter is included as an exhibit.
Braemar Hotels & Resorts Inc. announced that its Board declared monthly and partial quarterly cash dividends on several preferred stock series for May 2026. The 5.5% Series B Cumulative Convertible Preferred Stock will receive $0.1146 per diluted share, and the 8.25% Series D Cumulative Preferred Stock will receive $0.17187 per diluted share, with both amounts representing one-third of the full quarterly dividend to be paid on July 15, 2026 to stockholders of record as of June 30, 2026.
The Board also declared a monthly cash dividend on all CUSIPs of the Series E Redeemable Preferred Stock of $0.15625 per share, and on various CUSIPs of the Series M Redeemable Preferred Stock of $0.17917 or $0.17708 per share, each payable on June 15, 2026 to stockholders of record as of May 29, 2026. As of April 30, 2026, there were 11,146,482 Series E and 1,373,463 Series M Redeemable Preferred shares issued and outstanding.