Investor group in Braemar (NYSE: BHR) with 9.55% stake plans board challenge

Rhea-AI Filing Summary

Al Shams Investments Ltd and Wafic Rida Said filed an amended Schedule 13D for Braemar Hotels & Resorts Inc., reporting beneficial ownership of 6,513,000 shares of common stock, or 9.55% of the class. They sent a May 8, 2026 letter to Braemar’s independent directors urging a pause on individual hotel asset sales and stating that ASIL intends to nominate alternative directors at the 2026 Annual Meeting of Stockholders. The filing emphasizes their stated lack of confidence in the current Board’s oversight and calls for shareholders to have an opportunity to elect new directors.

Insights

Activist investor & governance analyst

9.55% holder signals activist campaign and planned board challenge.

The reporting persons, including 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 this sizable stake, they have filed an amended Schedule 13D outlining a more confrontational governance stance.

The May 8, 2026 letter asks Braemar’s independent directors to pause individual hotel asset sales and states an intention to nominate new directors at the 2026 Annual Meeting. The language reflects their expressed lack of confidence in the current Board’s oversight, but it does not itself change company control.

For investors, this filing highlights an active shareholder pushing for strategic and board changes rather than a financial transaction. Future company communications and proxy materials for the 2026 Annual Meeting will clarify whether this campaign leads to a negotiated outcome or a contested director election.

Key Figures

Beneficial ownership: 6,513,000 shares Ownership percentage: 9.55% Event date: May 8, 2026

3 metrics

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

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

Event date May 8, 2026 Date of event that triggered the amended Schedule 13D filing

Key Terms

Schedule 13D, beneficially owned, Annual Meeting of Stockholders, independent directors, +1 more

5 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.

Annual Meeting of Stockholders regulatory

"at the Issuer's 2026 Annual Meeting of Stockholders (the "Annual Meeting")"

independent directors regulatory

"sent an open letter ... to the independent directors of the Board of Directors"

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

Board of Directors regulatory

"lack confidence that this Board can fulfill its complex duties"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

05/08/2026

(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 May 8, 2026, the Reporting Persons sent an open letter (the "May 8, 2026 letter") to the independent directors of the Board of Directors (the "Board") of the Issuer informing them that they should pause all efforts to sell individual hotel assets and that ASIL intends to seek to elect new directors at the Issuer's 2026 Annual Meeting of Stockholders (the "Annual Meeting"). The Reporting Persons lack confidence that this Board can fulfill its complex duties or act with fidelity on behalf of public shareholders. In the Reporting Persons' view, the Issuer's past election results reflect a lack of shareholder trust and confidence in the Board's independent oversight and prudential judgment. As such, the Reporting Persons believe shareholders should have an opportunity to elect new directors to the Board. The Reporting Persons indicated their intention to nominate candidates to the Board at the upcoming Annual Meeting. The foregoing summary of the May 8, 2026 letter does not purport to be complete and is subject to, and qualified in its entirety by, the May 8, 2026 letter, a copy of which is attached here as Exhibit 7 and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Letter, dated May 8, 2026, from Wafic Rida Said to the Independent 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:	05/08/2026

Wafic Rida Said

Signature:	/s/ Mark Crockwell
Name/Title:	Mark Crockwell, Attorney-in-Fact
Date:	05/08/2026

FAQ

What stake do Al Shams Investments and Wafic Rida Said report in Braemar Hotels (BHR)?

They report beneficial ownership of 6,513,000 shares of Braemar Hotels & Resorts common stock, representing 9.55% of the class. This sizable position gives them meaningful influence and supports their role as an activist shareholder group engaging the company’s Board.

Why did the investor group file this amended Schedule 13D/A for Braemar (BHR)?

The amended Schedule 13D reflects their current 9.55% beneficial ownership and discloses a May 8, 2026 letter to Braemar’s independent directors. That letter outlines concerns about Board oversight and states an intention to nominate alternative directors at the 2026 Annual Meeting.

What changes are the Braemar (BHR) investors asking the Board to consider?

The reporting persons’ letter asks Braemar’s independent directors to pause efforts to sell individual hotel assets. They also state that ASIL intends to seek the election of new directors at the 2026 Annual Meeting, giving shareholders an opportunity to vote on Board composition.

How do the investors describe their view of Braemar’s current Board of Directors?

The reporting persons state they lack confidence that the current Board can fulfill its complex duties or act with fidelity for public shareholders. They also say past election results, in their view, show reduced shareholder trust in the Board’s independent oversight and prudential judgment.

What upcoming Braemar (BHR) corporate event is central to this activist campaign?

The filing centers on Braemar’s 2026 Annual Meeting of Stockholders. The investors indicate they intend to nominate director candidates for election at that meeting, potentially setting up a contested vote over Board seats and corporate strategy direction.