Braemar investor with 9.55% stake challenges board

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.

Rhea-AI Filing Summary

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.

Insights

Governance and activism analyst

Large Braemar holder escalates into an open activist board challenge.

The filing shows Al Shams Investments Ltd and Wafic Rida Said controlling 6,513,000 Braemar shares, or 9.55% of the common stock, with shared voting and dispositive power. Amending a Schedule 13D purpose to include an open letter is a clear activist move.

The investors question the board’s legitimacy and plan to nominate several directors at the 2026 Annual Meeting. They also highlight a significantly expanded director Questionnaire under the Fifth Amended and Restated Bylaws, adding seven pages and more than 60 questions, which they say inhibits shareholder nominations.

This situation introduces potential governance change and proxy contest dynamics at Braemar. The concrete milestone mentioned is the 2026 Annual Meeting, where these shareholders intend to put forward board candidates and where the disputed Questionnaire requirements could shape the nomination process.

Key Figures

Beneficial ownership: 6,513,000 shares Ownership percentage: 9.55% Shared voting power: 6,513,000 shares +3 more

6 metrics

Beneficial ownership 6,513,000 shares Braemar common stock beneficially owned by each reporting person

Ownership percentage 9.55% Percent of Braemar common stock class represented by 6,513,000 shares

Shared voting power 6,513,000 shares Shares with shared voting power; sole voting power reported as 0

Shared dispositive power 6,513,000 shares Shares with shared dispositive power; sole dispositive power reported as 0

Event date June 10, 2026 Date of event requiring the Schedule 13D amendment

Questionnaire expansion 7 pages, 60+ questions Additional pages and questions versus the 2025 director nominee Questionnaire

Key Terms

Schedule 13D, beneficially owned, dispositive power, Questionnaire, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition…"

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.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 6,513,000.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power financial

"Sole Dispositive Power 0.00 10 | Shared Dispositive Power 6,513,000.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Questionnaire other

"the current form of questionnaire (the "Questionnaire") required to be completed by director nominees"

Fifth Amended and Restated Bylaws regulatory

"required to be completed by director nominees under the Issuer's Fifth Amended and Restated Bylaws, as amended"

Annual Meeting other

"shareholders should be given the opportunity to elect new directors at the 2026 Annual Meeting"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

FAQ

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

How much of Braemar Hotels & Resorts (BHR) does Al Shams Investments own?

Al Shams Investments Ltd and related reporting person Wafic Rida Said report beneficial ownership of 6,513,000 Braemar common shares, representing 9.55% of the class. They report shared voting and dispositive power over these shares, with no sole voting or dispositive authority.

What is the main purpose of this amended Schedule 13D for Braemar (BHR)?

The amendment updates the investors’ purpose of transaction to reflect an activist campaign. They sent an open letter urging outside directors to, in their view, resist manipulation of director nominations and to let shareholders elect new directors at the 2026 Annual Meeting.

What board changes are the Braemar (BHR) investors seeking in this filing?

The reporting persons state that the current board has no legitimacy in their view and that shareholders should elect new directors at the 2026 Annual Meeting. They indicate that ASIL intends to nominate several candidates and is preparing a formal nomination notice.

Why do the Braemar (BHR) investors criticize the director Questionnaire?

They note the Questionnaire required under the Fifth Amended and Restated Bylaws now has seven extra pages and over 60 additional questions and sub-questions compared with 2025. They believe this expansion impedes shareholder rights and creates procedural obstacles.

What materials are attached to this Braemar (BHR) Schedule 13D amendment?

The amendment includes a press release dated June 10, 2026 containing the investors’ open letter to the issuer’s outside directors. The filing states that the June 10, 2026 letter is attached as an exhibit and incorporated by reference into the disclosure.

Who are the reporting persons in this Braemar (BHR) Schedule 13D/A?

The reporting persons are Al Shams Investments Ltd, organized in Bermuda, and Wafic Rida Said, whose citizenship is listed as Canada at the federal level. They jointly report 6,513,000 Braemar common shares with shared voting and dispositive power.

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

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Accepted by SEC EDGAR 06/10/2026 - 05:06 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

Braemar Hotels & Resorts Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

10482B101

(CUSIP Number)

Mark Crockwell
5B Waterloo Lane,
Pembroke, D0, HM 08
1 441 298 8104

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 10482B101

1

Name of reporting person

Al Shams Investments LTD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,513,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,513,000.00

11

Aggregate amount beneficially owned by each reporting person

6,513,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.55 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 10482B101

1

Name of reporting person

Wafic Rida Said

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,513,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,513,000.00

11

Aggregate amount beneficially owned by each reporting person

6,513,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.55 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Braemar Hotels & Resorts Inc.
(c)	Address of Issuer's Principal Executive Offices: 14185 DALLAS PARKWAY, SUITE 1100, DALLAS, TEXAS , 75254.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On June 10, 2026, the Reporting Persons issued a press release regarding an open letter (the "June 10, 2026 letter") the Reporting Persons sent to the outside members of the Board. In the June 10, 2026 letter, the Reporting Persons urged the outside directors to resist any efforts by Ashford executives to manipulate the director nomination and election process. The Reporting Persons reiterated their concern that, in the Reporting Persons' view, the current Board has no legitimacy and that shareholders should be given the opportunity to elect new directors at the 2026 Annual Meeting. The Reporting Persons also reiterated that ASIL intends to nominate several candidates for election to the Board at the 2026 Annual Meeting and has been preparing to submit its notice of nominations. The Reporting Persons further expressed their concern that the current form of questionnaire (the "Questionnaire") required to be completed by director nominees under the Issuer's Fifth Amended and Restated Bylaws, as amended (the "Bylaws") differs materially from the form used by the Issuer just one year ago in connection with the 2025 Annual Meeting of Shareholders. The revisions add seven pages and more than 60 questions and sub-questions to an already lengthy document. The Reporting Persons believe that the Questionnaire has the effect of impeding the legitimate exercise of shareholder rights and appears designed to create procedural obstacles to the nomination of director candidates by shareholders. The foregoing summary of the June 10, 2026 letter does not purport to be complete and is subject to, and qualified in its entirety by, the June 10, 2026 letter, a copy of which is attached here as Exhibit 9 and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Press Release, issued June 10, 2026, containing an Open Letter to the Outside Members of the Board of the Issuer

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Al Shams Investments LTD

Signature:	/s/ Mark Crockwell
Name/Title:	Mark Crockwell, Director
Date:	06/10/2026

Wafic Rida Said

Signature:	/s/ Mark Crockwell
Name/Title:	Mark Crockwell, Attorney-in-Fact
Date:	06/10/2026