Major Braemar (BHR) holder with 9.55% stake urges 2026 meeting and board changes

Rhea-AI Filing Summary

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.

Insights

Activist shareholder and governance analyst

Large shareholder uses 9.55% stake to pressure Braemar’s board on governance.

Al Shams Investments Ltd. and Wafic Rida Said report beneficial ownership of 6,513,000 Braemar shares, or 9.55% of the common stock, with shared voting and dispositive power. This makes them a significant shareholder with influence over corporate decisions.

Their June 2, 2026 open letter raises concerns about recent Board resignations and the appointment of additional executives from external advisor Ashford, Inc., stating that Ashford employees now hold more than 40% of Board seats. They are pressing the remaining outside directors to call the 2026 Annual Meeting so shareholders can elect directors before further major portfolio or strategic changes.

This filing signals active engagement rather than a change in economic exposure. The impact on Braemar will depend on how the Board and other shareholders respond to these governance-focused requests in upcoming corporate actions and meetings.

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 over which reporting persons have shared voting power

Shared dispositive power 6,513,000 shares Shares over which reporting persons have shared dispositive power

Ashford executives’ board presence More than 40% Portion of Braemar Board seats held by Ashford employees, per letter

Filing event date June 2, 2026 Date of event requiring Schedule 13D/A and open letter

Key Terms

Schedule 13D, Beneficially Owned, Dispositive Power, Open Letter, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G..."

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

"Number of Shares Beneficially Owned by Each Reporting Person With:"

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.

Open Letter other

"an open letter (the "June 2, 2026 letter") it sent to the outside members"

External advisor financial

"the Issuer's external advisor, Ashford, Inc. ("Ashford")"

Annual Meeting financial

"called on the remaining outside directors to promptly call 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.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 06/02/2026 - 04:08 PM Accepted by SEC EDGAR 06/02/2026 - 04:06 PM Learn about SEC filing dates

FAQ

What ownership stake in Braemar Hotels & Resorts Inc. (BHR) is reported in this Schedule 13D/A?

The reporting persons state they beneficially own 6,513,000 shares of Braemar common stock, representing 9.55% of the class. They report shared voting and shared dispositive power over all these shares and no sole voting or dispositive authority.

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

The filing identifies Al Shams Investments Ltd, organized in Bermuda, and individual investor Wafic Rida Said, a Canadian (federal level) citizen, as reporting persons. Each reports identical beneficial ownership: 6,513,000 Braemar common shares, or 9.55% of the outstanding class.

What governance concerns do the Braemar (BHR) Schedule 13D/A filers raise?

The filers’ June 2, 2026 open letter expresses concern that two recently resigned directors included the chairs of the Related Party Transaction and Audit Committees. They note Ashford, Inc. executives now hold more than 40% of Board seats and question this Board composition.

What action are the Braemar (BHR) shareholders requesting from the Board?

The reporting persons urge the remaining outside directors to promptly call the 2026 Annual Meeting and allow shareholders to elect directors of their choosing before proceeding with any further significant portfolio, business configuration, or strategic transactions at Braemar.

What is the role of Ashford, Inc. mentioned in the Braemar (BHR) Schedule 13D/A?

Ashford, Inc. is described as Braemar’s external advisor. The filers note that Ashford employees, including its CEO, COO and Senior Managing Director and Head of Acquisitions, now occupy more than 40% of Braemar’s Board seats following recent director resignations and appointments.

Does the Braemar (BHR) Schedule 13D/A include any exhibits?

Yes. The filing references a June 2, 2026 press release containing an open letter to the outside members of Braemar’s Board as an exhibit. The summary explicitly states that the full letter is attached and incorporated by reference as Exhibit 8.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

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)

06/02/2026

(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
	On June 2, 2026, the Reporting Persons issued a press release regarding an open letter (the "June 2, 2026 letter") it sent to the outside members of the Board of the Issuer. In the June 2, 2026 letter, the Reporting Persons reiterated that, in their view, the Board no longer has a mandate to govern, and it certainly does not have a mandate to make significant changes to its composition, or to the Issuer's portfolio, business configuration or strategy, without the input of the Issuer's owners. The Reporting Persons further expressed their concerns that the two directors who recently resigned from the Board include the Chair of the Related Party Transaction Committee and the Chair of the Audit Committee--the two individuals most responsible for overseeing conflicts of interest. In their place, the Board appointed yet another senior executive of the Issuer's external advisor, Ashford, Inc. ("Ashford"). As a result of these changes, Ashford employees--including its Chief Executive Officer, Chief Operating Officer and Senior Managing Director and Head of Acquisitions--now occupy more than 40% of the seats on the Board. The Reporting Persons further called on the remaining outside directors to promptly call the 2026 Annual Meeting and allow shareholders to elect directors of their choosing before proceeding with any further transactions. The foregoing summary of the June 2, 2026 letter does not purport to be complete and is subject to, and qualified in its entirety by, the June 2, 2026 letter, a copy of which is attached here as Exhibit 8 and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Press Release, issued June 2, 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:	06/02/2026

Wafic Rida Said

Signature:	/s/ Mark Crockwell
Name/Title:	Mark Crockwell, Attorney-in-Fact
Date:	06/02/2026