| | The Reporting Persons believe that the Issuer has an attractive portfolio of hotel assets and that its Common Stock is undervalued in the stock market and represents an attractive investment opportunity. ASIL and Mr. Said previously filed a Schedule 13G to report beneficial ownership of shares of Common Stock that were acquired for that reason, and the Reporting Persons are now filing this Schedule 13D in connection with discussions that management of the Issuer has proposed with the Reporting Persons, in anticipation of the annual meeting of stockholders currently scheduled to be held on December 17, 2024, regarding possible ways to enhance shareholder value.
The Reporting Persons may seek to continue to engage in constructive discussions regarding the foregoing and/or alternative strategies and opportunities for the Issuer to enhance shareholder value, and may consider and develop plans and make proposals with respect to the assets, operations, governance, organizational documents, capital or corporate structure, dividend policy and/or strategic plans of the Issuer. In addition, the Reporting Persons intend to review the investment in the Issuer disclosed on this Schedule 13D regularly and to continue to evaluate the Issuer's business, performance and prospects, and depending on these factors, overall market conditions and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may increase or decrease the position in the Issuer disclosed on this Schedule 13D. In connection with the foregoing, the Reporting Persons may consider and develop plans and make proposals in which the Reporting Persons seek to engage or participate, seek representation on the Issuer's Board of Directors and/or request a waiver from the Issuer of the ownership limitations in the Issuer's Articles of Amendment and Restatement. In addition, in connection with the foregoing, the Reporting Persons may from time to time in the future express their views to, meet with and/or engage in discussions with management, the Issuer's Board of Directors, other shareholders or third parties, and/or formulate plans or proposals regarding the Issuer, its assets or its securities, which may include one or more plans or proposals that relate to or would result in the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference.
On June 3, 2024, Mr. Said sent an email to Monty J. Bennett, the Chairman of the Issuer, and Richard J. Stockton, the Chief Executive Officer and President of the Issuer (the "June 3, 2024 Email"), setting forth certain recommendations relating to the management of the Issuer, including the termination of its management agreement with Ashford Inc. and replacement of some directors with independent directors. The foregoing summary of the June 3, 2024 Email does not purport to be complete and is subject to, and qualified in its entirety by, the June 3, 2024 Email, a copy of which is attached hereto as Exhibit 3 and incorporated herein by reference.
On July 4, 2024 Mr. Said sent an email to Mr. Stockton and Mr. Bennett (the "July 4, 2024 Email"), expressing concerns about the terms of a Cooperation Agreement entered into on July 2, 2004 among the Issuer, Ashford Hospitality Trust, Inc. and Ashford Inc., on the one hand, and Blackwells Capital LLC, Blackwells Onshore I LLC, Blackwells Holding Co. LLC, Vandewater Capital Holdings, LLC, Blackwells Asset Management LLC, BW Coinvest Management I LLC and Jason Aintabi, on the other hand (the "Blackwells Parties"), regarding the withdrawal of the Blackwells Parties' proxy campaign, dismissal of pending litigation involving the parties and certain other matters. The foregoing summary of the July 4, 2024 Email does not purport to be complete and is subject to, and qualified in its entirety by, the July 4, 2024 Email, a copy of which is attached here as Exhibit 4 and incorporated herein by reference. The Cooperation Agreement was included as an exhibit to a current report on Form 8-K filed by the Issuer on July 2, 2024.
On July 25, 2024 Mr. Said sent an email to Mr. Bennett and Mr. Stockton (the "July 25, 2024 Email"), expressing displeasure and frustration at the status of discussions with the Issuer, reiterating key proposals in prior communications and requesting commitments from the Issuer by the end of July 2024. The foregoing summary of the July 25, 2024 Email does not purport to be complete and is subject to, and qualified in its entirety by, the July 25, 2024 Email, a copy of which is attached here as Exhibit 5 and incorporated herein by reference.
On November 7, 2024 ASIL issued a letter (the "November 7, 2024 Letter") to the stockholders of the Issuer identifying concerns about the management of the Issuer and stating that ASIL is considering mounting a proxy fight. The foregoing summary of the November 7, 2024 letter does not purport to be complete and is subject to, and qualified in its entirety by, the November 7, 2024, a copy of which is attached here as Exhibit 6 and incorporated herein by reference.
On March 9, 2026, Mr. Said sent a letter to the Directors of the Issuer (the "March 6, 2026 letter") expressing serious concerns about governance, fiduciary oversight, and the protection of shareholder interests. In the March 6, 2026 letter, Mr. Said expressed his intent to pursue available legal avenues in the event that the directors, and particularly the independent directors, fail to properly discharge their fiduciary duties by permitting arrangements that harm shareholders for the benefit of insiders. The foregoing summary of the March 6, 2026 letter does not purport to be complete and is subject to, and qualified in its entirety by, the March 6, 2026 letter, a copy of which is attached here as Exhibit 7 and incorporated herein by reference. |
| | 1 Joint Filing Agreement, dated as of May 21, 2024, between Al Shams Investments Limited and Wafic Rida Said (incorporated herein by reference to Exhibit 1 to Amendment No. 3 to the Schedule 13D filed by Al Shams Investments Limited et al. on July 29, 2024)
2 Power of Attorney, dated as of August 5, 2024, by Wafic Rafa Said
3 Email, dated June 3, 2024, from Wafic Rida Said to Monty J. Bennett, the Chairman of the Issuer, and Richard J. Stockton, the Chief Executive Officer and President of the Issuer (incorporated herein by reference to Exhibit 3 to Amendment No. 1 to the Schedule 13D filed by Al Shams Investments Limited et al. on June 3, 2024)
4 Email, dated July 4, 2024, from Wafic Rida Said to Richard J. Stockton, the Chief Executive Officer and President of the Issuer, and Monty J. Bennett, the Chairman of the Issuer. (incorporated herein by reference to Exhibit 4 to Amendment No. 2 to the Schedule 13D filed by Al Shams Investments Limited et al. on July 8, 2024)
5 Email, dated July 25, 2024, from Wafic Rida Said to Monty J. Bennett, the Chairman of the Issuer, and Richard J. Stockton, the Chief Executive Officer and President of the Issuer (incorporated herein by reference to Exhibit 5 to Amendment No. 3 to the Schedule 13D filed by Al Shams Investments Limited et al. on July 29, 2024)
6 Letter, dated November 7, 2024, from Al Shams Investments Limited to stockholders of the Issuer (incorporated herein by reference to Exhibit 6 to Amendment No. 4 to the Schedule 13D filed by Al Shams Investments Limited et al. on November 12, 2024)
7 Letter, dated March 6, 2026, from Wafic Rida Said to the Directors of the Issuer |
