BHR 13D/A: Ghassemieh Appointed, Group Owns 7.3% Amid Sale Process

Q: Does the filing disclose any restrictions on the Reporting Persons after the Cooperation Agreement?

Yes. The Reporting Persons are subject to customary standstill and voting restrictions during a defined Restricted Period ending after the 2026 annual meeting or three months after the last day a covered director serves.

Q: What material transaction-related disclosure is included in the filing for BHR?

The filing notes the Issuer announced it is initiating a sale process and that an Advisory Agreement amendment provides for a $480 million termination fee payable to Ashford in certain change-of-control transactions.

Q: Did any reporting person cease to be a filer in this amendment?

Yes. Following termination of the Group Agreement, Samuel J. Jagger ceases to be a Reporting Person upon filing of this Amendment No. 1, per the document.

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Amendment to Schedule 13D for Braemar Hotels & Resorts, Inc. (BHR) updates ownership and discloses a Cooperation Agreement dated August 25, 2025, under which the Issuer agreed to appoint Bob (Babak) Ghassemieh to the board and the Reporting Persons withdrew a prior director nomination for the 2025 meeting. The amendment states the Group Agreement terminated, and Samuel J. Jagger ceases to be a reporting person. The Reporting Persons are subject to standstill and voting restrictions during a defined Restricted Period. The filing reports aggregate beneficial ownership of 5,153,591 shares (≈7.3%) by the group, with Morning View Hotels holding 2,500,000 shares (≈3.6%) and Bob Ghassemieh beneficially owning 2,615,942 shares (≈3.7%). The filing references the Issuer's announcement that it is initiating a sale process and an Advisory Agreement amendment providing a $480 million termination fee payable to Ashford in certain change-of-control scenarios.

Positive

Board representation secured: Issuer agreed to appoint Bob (Babak) Ghassemieh to the Board.
Dispute resolution: Reporting Persons withdrew prior nominations, indicating a negotiated cooperation.
Consolidated reporting: Remaining Reporting Persons executed a Joint Filing Agreement to coordinate Schedule 13D filings.

Negative

Standstill and voting restrictions: Reporting Persons are subject to limitations during the Restricted Period, constraining activist actions.
Large termination fee disclosed: Advisory Agreement amendment includes a $480 million termination fee in change-of-control scenarios.

Insights

TL;DR: Board appointment and cooperation deal pause proxy contest but impose standstill and voting commitments on the Reporting Persons.

The Cooperation Agreement provides the Issuer will appoint Bob Ghassemieh to the board and the Reporting Persons withdrew their director nominations, signaling a negotiated resolution to their prior push for board representation. The agreement includes customary standstill and voting provisions that limit activist options during the Restricted Period. The termination of the prior Group Agreement and the joint filing arrangement among remaining reporting persons centralizes reporting responsibility.

TL;DR: Filing confirms a board settlement and discloses an ongoing sale process with a significant advisory termination fee.

The Issuer announced it is initiating a sale process and amended its Advisory Agreement to reflect a $480 million termination fee payable to Ashford in certain change-of-control transactions. That fee is explicitly disclosed in this filing and could be a material term in any potential transaction process. The Cooperation Agreement was executed without the Reporting Persons having been aware of those developments at signing, per the filing.

08/27/2025 - 08:15 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Braemar Hotels & Resorts Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

10482B101

(CUSIP Number)

Babak (Bob) Ghassemieh
9255 Sunset Blvd., Suite UPH,
West Hollywood, CA, 90069
(310) 503-2503

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

08/25/2025

(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).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, $0.01 par value per share

(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 2.

Identity and Background

(a)

Item 2(a) is hereby amended to add the following: In connection with the entry into the Cooperation Agreement, as defined and described in Item 4 below, on August 25, 2025, the Group Agreement (as defined in the initial Schedule 13D) terminated pursuant to its terms. Following the termination of the Group Agreement, Samuel J. Jagger shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 1. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated to read as follows: The Shares directly owned by Bob Ghassemieh were purchased with personal funds. The aggregate purchase price of the 45,207 Shares directly owned by Bob Ghassemieh is approximately $106,676, excluding brokerage commissions. The Shares directly owned by Fred Ghassemieh were purchased with personal funds. The aggregate purchase price of the 1,615,437 Shares directly owned by Fred Ghassemieh is approximately $4,232,444, excluding brokerage commissions. Samuel J. Jagger has not used any funds to acquire securities of the Issuer and does not directly own any Shares of the Issuer. The Shares directly owned by Alex Ghassemieh were purchased with personal funds. The aggregate purchase price of the 51,110 Shares directly owned by Alex Ghassemieh is approximately $203,417, excluding brokerage commissions. The Shares directly owned by Fataneh Ghassemieh were purchased with personal funds. The aggregate purchase price of the 30,000 Shares directly owned by Fataneh Ghassemieh is approximately $139,200, excluding brokerage commissions. The Shares directly owned by Ali Afshari were purchased with personal funds. The aggregate purchase price of the 30,000 Shares directly owned by Ali Afshari is approximately $133,800, excluding brokerage commissions. The Shares directly owned by Mahyar Amirsaleh were purchased with personal funds. The aggregate purchase price of the 15,000 Shares directly owned by Mahyar Amirsaleh is approximately $87,300, excluding brokerage commissions. The Shares directly owned by Lillian Ghassemieh were purchased with personal funds. The aggregate purchase price of the 15,000 Shares directly owned by Lillian Ghassemieh is approximately $53,700, excluding brokerage commissions. The Shares directly owned by Kambiz Ghassemieh were purchased with personal funds. The aggregate purchase price of the 17,000 Shares directly owned by Kambiz Ghassemieh is approximately $40,550, excluding brokerage commissions. The Shares directly owned by Mahvash Ehsani were purchased with personal funds. The aggregate purchase price of the 6,000 Shares directly owned by Mahvash Ehsani is approximately $34,800, excluding brokerage commissions. The Shares directly owned by Jennifer Gareis were purchased with personal funds. The aggregate purchase price of the 5,735 Shares directly owned by Jennifer Gareis is approximately $17,649, excluding brokerage commissions. The Shares directly owned by Christina Matthias were purchased with personal funds. The aggregate purchase price of the 2,000 Shares directly owned by Christina Matthias is approximately $11,100, excluding brokerage commissions. The Shares directly owned by Eric Ghassemieh were purchased with personal funds. The aggregate purchase price of the 500 Shares directly owned by Eric Ghassemieh is approximately $1,390, excluding brokerage commissions. The Shares directly owned by Gavin Ghassemieh were purchased with personal funds. The aggregate purchase price of the 200 Shares directly owned by Gavin Ghassemieh is approximately $976, excluding brokerage commissions. The Shares directly owned by Sophia Ghassemieh were purchased with personal funds. The aggregate purchase price of the 200 Shares directly owned by Sophia Ghassemieh is approximately $976, excluding brokerage commissions. The Shares purchased by Fred Ghassemieh Children's Trust were purchased with personal funds. The aggregate purchase price of the 254,354 Shares owned directly by Fred Ghassemieh Children's Trust is approximately $1,398,947, excluding brokerage commissions. The Shares purchased by Feridoon Ghassemieh Descendant's Trust were purchased with personal funds. The aggregate purchase price of the 186,374 Shares owned directly by Feridoon Ghassemieh Descendant's Trust is approximately $557,258, excluding brokerage commissions. The Shares purchased by Trust FBO Feridoon Ghassemieh were purchased with personal funds. The aggregate purchase price of the 100,000 Shares owned directly by Trust FBO Feridoon Ghassemieh is approximately $236,000, excluding brokerage commissions. The Shares purchased by Trust FBO Alex Ghassemieh were purchased with personal funds. The aggregate purchase price of the 80,093 Shares owned directly by Trust FBO Alex Ghassemieh is approximately $395,659, excluding brokerage commissions. The Shares purchased by Bob Ghassemieh 2021 Children's Trust were purchased with personal funds. The aggregate purchase price of the 25,000 Shares owned directly by Bob Ghassemieh 2021 Children's Trust is approximately $76,750, excluding brokerage commissions. The Shares purchased by Lillian Ghassemieh 2021 Children's Trust were purchased with personal funds. The aggregate purchase price of the 20,000 Shares owned directly by Lillian Ghassemieh 2021 Children's Trust is approximately $55,200, excluding brokerage commissions. The Shares purchased by Trust FBO Firouzeh Ghassemieh were purchased with personal funds. The aggregate purchase price of the 10,000 Shares owned directly by Trust FBO Firouzeh Ghassemieh is approximately $40,800, excluding brokerage commissions. The Shares purchased by Alpine Lake were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 100,000 Shares owned directly by Alpine Lake is approximately $228,000, excluding brokerage commissions. The Shares purchased by BL PCH were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 20,000 Shares owned directly by BL PCH is approximately $228,000, excluding brokerage commissions. The Shares purchased by Pacific SHG were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 18,301 Shares owned directly by Pacific SHG is approximately $47,800, excluding brokerage commissions. The Shares purchased by Morning View Hotels were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,500,000 Shares beneficially owned directly by Morning View Hotels is approximately $69,543, excluding brokerage commissions.

Item 4.

Purpose of Transaction

Item 4 is hereby amended to add the following: On August 25, 2025, the Reporting Persons entered into a cooperation agreement (the "Cooperation Agreement") with the Issuer, Ashford Inc. ("Ashford"), and Ashford Hospitality Trust, Inc. (collectively, the "Company Group") pursuant to which the Issuer appointed Bob Ghassemieh to the Issuer's board of directors (the "Board"). The Issuer has also agreed to nominate Mr. Ghassemieh (or a Replacement Director, as defined in the Cooperation Agreement) for election at the Issuer's 2025 annual meeting of stockholders (the "2025 Annual Meeting") and 2026 annual meeting of stockholders (the "2026 Annual Meeting"), subject to the terms of the Cooperation Agreement. Pursuant to the Cooperation Agreement, the Reporting Persons have withdrawn their nomination notice delivered to the Issuer on June 2, 2025, regarding the nomination of director candidates for election to the Board at the 2025 Annual Meeting. The Reporting Persons have reviewed the Issuer's announcement on August 26, 2025, that (i) the Issuer is initiating a process for the sale of the Issuer and (ii) the Issuer and Ashford, its external advisor, have executed a letter agreement with respect to the Fifth Amended and Restated Advisory Agreement, dated as of April 13, 2018 (as amended, the "Advisory Agreement") pursuant to which the parties have agreed to a $480 million termination fee in favor of Ashford in the context of a transaction that results in a change of control of the Issuer that terminates the Advisory Agreement. The Reporting Persons were not aware of these developments involving the Issuer and Ashford when they entered into the Cooperation Agreement, and Mr. Ghassemieh looks forward to representing the best interests of all stockholders upon joining the Board. Pursuant to the Cooperation Agreement, the Reporting Persons are subject to certain standstill restrictions from the date of the Cooperation Agreement and continuing until 11:59 p.m., Central time, on the later of (i) the date of the 2026 Annual Meeting and (ii) the date that is three months after the last day that Mr. Ghassemieh (or any Replacement Director) serves on the Board (the "Restricted Period"). The Cooperation Agreement further provides that, during the Restricted Period, the Reporting Persons are required to vote their shares in favor of the Issuer's nominees and any other proposals recommended by the Board, subject to certain exceptions, including that the Reporting Persons are permitted to vote in their sole discretion with respect to proposals relating to certain extraordinary transactions (subject to certain exceptions). Additionally, the Reporting Persons and the Company Group have agreed to a customary mutual non-disparagement provision. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon a denominator of (i) 68,219,432 Shares outstanding, which is the total number of Shares outstanding as of August 25, 2025 as disclosed to the Reporting Persons by the Issuer, (ii) certain or all of the 8,485 Shares issuable upon the conversion the Series B Preferred stock held by certain of the Reporting Persons, as applicable, and (iii) 2,500,000 Shares issuable upon the conversion of the 2,500,000 operating partnership units held by Morning View Hotels, as applicable. As of the date hereof: Bob Ghassemieh beneficially owned 2,615,942 Shares, consisting of (i) approximately 45,207 Shares beneficially owned directly by him, 207 Shares of which are beneficially owned of record (ii) 5,335 Shares beneficially owned directly by Jennifer Gareis (his spouse), including 2,005 Shares which are convertible from 1,500 Shares of Series B Preferred Stock, (iii) 200 Shares beneficially owned directly by Gavin Ghassemieh (his minor child), (iv) 200 Shares beneficially owned directly by Sophia Ghassemieh (his minor child), (v) 25,000 Shares beneficially owned directly by Bob Ghassemieh 2021 Children's Trust, of which he serves as Trustee, (vi) 20,000 Shares beneficially owned directly by Lillian Ghassemieh 2021 Children's Trust, of which he serves as Trustee, (xii) 20,000 Shares beneficially owned directly by BL PCH, where he serves as Manager, and (xiii) 2,500,000 Shares beneficially owned directly by Morning View Hotels, where he serves as Manager, convertible from 2,500,000 units of Braemar Hospitality Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), constituting approximately 3.7% of the Shares outstanding. Fred Ghassemieh beneficially owned 2,062,645 Shares, consisting of (i) 1,615,437 Shares beneficially owned directly by him, (ii) 6,480 Shares which are convertible from 4,846 Shares of Series B Preferred Stock, (iii) 254,354 Shares beneficially owned directly by Fred Ghassemieh Children's Trust, of which he serves as Trustee, and (iv) 186,374 Shares beneficially owned directly by Feridoon Ghassemieh Descendant's Trust, of which he serves as Trustee, constituting approximately 3.0% of the Shares outstanding. Samuel J. Jagger owned 0 Shares. Alex Ghassemieh beneficially owned 2,569,411 Shares, consisting of (i) 51,110 Shares beneficially owned directly by him, (ii) 18,301 Shares beneficially owned directly by Pacific SHG, where he serves as Manager, and (iii) 2,500,000 Shares beneficially owned directly by Morning View Hotels, where he serves as Manager, constituting approximately 3.6% of the Shares outstanding. Fataneh Ghassemieh beneficially owned directly 30,000 Shares, constituting less than 1% of the Shares outstanding. Ali Afshari beneficially owned directly 30,000 Shares, constituting less than 1% of the Shares outstanding. Mahyar Amirsaleh beneficially owned 115,000 Shares consisting of (i) 15,000 Shares beneficially owned directly by her and (ii) 100,000 Shares beneficially owned directly by Alpine Lake, where she serves as Manager, constituting less than 1% of the Shares outstanding. Lillian Ghassemieh beneficially owned 80,000 Shares, consisting of (i) 15,000 Shares beneficially owned directly by her, (ii) 25,000 Shares beneficially owned directly by Bob Ghassemieh 2021 Children's Trust, of which she serves as Trustee, (iii) 20,000 Shares beneficially owned directly by Lillian Ghassemieh 2021 Children's Trust, of which she serves as Trustee, and (iv) 20,000 Shares beneficially owned directly by BL PCH, where she serves as Manager, constituting less than 1% of the Shares outstanding. Kambiz Ghassemieh beneficially owned directly 17,000 Shares, constituting less than 1% of the Shares outstanding. Mahvash Ehsani beneficially owned directly 6,000 Shares, constituting less than 1% of the Shares outstanding. Jennifer Gareis beneficially owned 5,735 Shares, consisting of (i) 3,330 Shares beneficially owned directly by her, (ii) 2,005 Shares which are convertible from 1,500 Shares of Series B Preferred Stock, (iii) 200 Shares beneficially owned directly by Gavin Ghassemieh (her minor child), and (iv) 200 Shares beneficially owned directly by Sophia Ghassemieh (her minor child), constituting less than 1% of the Shares outstanding. Christina Matthias beneficially owned directly 2,000 Shares, constituting less than 1% of the Shares outstanding. Eric Ghassemieh beneficially owned directly 500 Shares, constituting less than 1% of the Shares outstanding. Gavin Ghassemieh beneficially owned directly 200 Shares, constituting less than 1% of the Shares outstanding. Sophia Ghassemieh beneficially owned directly 200 Shares, constituting less than 1% of the Shares outstanding. Lewis Stanton beneficially owned 190,093 Shares, consisting of (i) 100,000 Shares beneficially owned directly by Trust FBO Feridoon Ghassemieh, of which he serves as Trustee, (ii) 80,093 Shares beneficially owned directly by Trust FBO Alex Ghassemieh, of which he serves as Trustee, and (iii) 10,000 Shares beneficially owned directly by Trust FBO Firouzeh Ghassemieh, of which he serves as Trustee, constituting less than 1% of the Shares outstanding. Farhad Ghassemieh beneficially owned 110,000 Shares, consisting of (i) 100,000 Shares beneficially owned directly by Trust FBO Feridoon Ghassemieh, of which he serves as Trustee, and (ii) 10,000 Shares beneficially owned directly by Trust FBO Firouzeh Ghassemieh, of which he serves as Trustee, constituting less than 1% of the Shares outstanding. Cyrus Amirsaleh beneficially owned the 100,000 Shares beneficially owned directly by Alpine Lake, where he serves as Manager, constituting less than 1% of the Shares outstanding. Fred Ghassemieh Children's Trust beneficially owned directly 254,354 Shares, constituting less than 1% of the Shares outstanding. Feridoon Ghassemieh Descendant's Trust beneficially owned directly 186,374 Shares, constituting less than 1% of the Shares outstanding. Trust FBO Feridoon Ghassemieh beneficially owned directly 100,000 Shares, constituting less than 1% of the Shares outstanding. Trust FBO Alex Ghassemieh beneficially owned directly 80,093 Shares, constituting less than 1% of the Shares outstanding. Bob Ghassemieh 2021 Children's Trust beneficially owned directly 25,000 Shares, constituting less than 1% of the Shares outstanding. Lillian Ghassemieh 2021 Children's Trust beneficially owned directly 20,000 Shares, constituting less than 1% of the Shares outstanding. Trust FBO Firouzeh Ghassemieh beneficially owned directly 10,000 Shares, constituting less than 1% of the Shares outstanding. Alpine Lake beneficially owned directly 100,000 Shares, constituting less than 1% of the Shares outstanding. BL PCH beneficially owned directly 20,000 Shares, constituting less than 1% of the Shares outstanding. Pacific SHG beneficially owned directly 18,301 Shares, constituting less than 1% of the Shares outstanding. Morning View Hotels beneficially owned directly 2,500,000 Shares, constituting approximately 3.5% of the Shares outstanding. Palm Lake GP beneficially owned 100,000 Shares, consisting of the 100,000 Shares beneficially owned directly by Alpine Lake, as its general partner, constituting less than 1% of the Shares outstanding. Each of the Reporting Persons may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 5,153,591 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 7.3% of the outstanding Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)

Item 5(c) is hereby amended to add the following: There were no transactions in securities of the Issuer by the Reporting Persons during the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended to add the following: On August 25, 2025, the Reporting Persons entered into the Cooperation Agreement, as defined and described in Item 4 above, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On August 25, 2025, the Group Agreement terminated pursuant to its terms, effective immediately. On August 27, 2025, the Reporting Persons, other than Samuel J. Jagger, entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits: 99.1 - Cooperation Agreement, dated August 25, 2025, (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 26, 2025). 99.2 - Joint Filing Agreement, dated August 27, 2025.

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.

Ghassemieh Babak

Signature:	/s/ Babak Ghassemieh
Name/Title:	Babak Ghassemieh
Date:	08/27/2025

Fred Ghassemieh

Signature:	/s/ Fred Ghassemieh
Name/Title:	Fred Ghassemieh
Date:	08/27/2025

Samuel J. Jagger

Signature:	/s/ Samuel J. Jagger
Name/Title:	Samuel J. Jagger
Date:	08/27/2025

Alex Ghassemieh

Signature:	/s/ Alex Ghassemieh
Name/Title:	Alex Ghassemieh
Date:	08/27/2025

Fataneh Ghassemieh

Signature:	/s/ Fataneh Ghassemieh
Name/Title:	Fataneh Ghassemieh
Date:	08/27/2025

Ali Afshari

Signature:	/s/ Ali Afshari
Name/Title:	Ali Afshari
Date:	08/27/2025

Mahyar Amirsaleh

Signature:	/s/ Mahyar Amirsaleh
Name/Title:	Mahyar Amirsaleh
Date:	08/27/2025

Lillian Ghassemieh

Signature:	/s/ Lillian Ghassemieh
Name/Title:	Lillian Ghassemieh
Date:	08/27/2025

Kambiz Ghassemieh

Signature:	/s/ Kambiz Ghassemieh
Name/Title:	Kambiz Ghassemieh
Date:	08/27/2025

Mahvash Ehsani

Signature:	/s/ Mahvash Ehsani
Name/Title:	Mahvash Ehsani
Date:	08/27/2025

Jennifer Gareis

Signature:	/s/ Jennifer Gareis
Name/Title:	Jennifer Gareis
Date:	08/27/2025

Christina Matthias

Signature:	/s/ Christina Matthias
Name/Title:	Christina Matthias
Date:	08/27/2025

Eric Ghassemieh

Signature:	/s/ Eric Ghassemieh
Name/Title:	Eric Ghassemieh
Date:	08/27/2025

Gavin Ghassemieh

Signature:	/s/ Jennifer Gareis
Name/Title:	Jennifer Gareis, on behalf of minor child Gavin Ghassemieh
Date:	08/27/2025

Sophia Ghassemieh

Signature:	/s/ Jennifer Gareis
Name/Title:	Jennifer Gareis, on behalf of minor child Sophia Ghassemieh
Date:	08/27/2025

Lewis Stanton

Signature:	/s/ Lewis Stanton
Name/Title:	Lewis Stanton
Date:	08/27/2025

Farhad Ghassemieh

Signature:	/s/ Farhad Ghassemieh
Name/Title:	Farhad Ghassemieh
Date:	08/27/2025

Cyrus Amirsaleh

Signature:	/s/ Cyrus Amirsaleh
Name/Title:	Cyrus Amirsaleh
Date:	08/27/2025

Fred Ghassemieh Children's Trust

Signature:	/s/ Fred Ghassemieh
Name/Title:	Fred Ghassemieh, Trustee
Date:	08/27/2025

Feridoon Ghassemieh Descendant's Trust

Signature:	/s/ Fred Ghassemieh
Name/Title:	Fred Ghassemieh, Trustee
Date:	08/27/2025

Trust FBO Feridoon Ghassemieh

Signature:	/s/ Farhad Ghassemieh
Name/Title:	Farhad Ghassemieh, Trustee
Date:	08/27/2025

Trust FBO Alex Ghassemieh

Signature:	/s/ Lewis Stanton
Name/Title:	Lewis Stanton, Trustee
Date:	08/27/2025

Bob Ghassemieh 2021 Children's Trust

Signature:	/s/ Babak Ghassemieh
Name/Title:	Babak Ghassemieh, Trustee
Date:	08/27/2025

Lillian Ghassemieh 2021 Children's Trust

Signature:	/s/ Babak Ghassemieh
Name/Title:	Babak Ghassemieh, Trustee
Date:	08/27/2025

Trust FBO Firouzeh Ghassemieh

Signature:	/s/ Farhad Ghassemieh
Name/Title:	Farhad Ghassemieh, Trustee
Date:	08/27/2025

Alpine Lake Partners, LP

Signature:	/s/ Cyrus Amirsaleh
Name/Title:	Cyrus Amirsaleh, Manager
Date:	08/27/2025

BL PCH LLC

Signature:	/s/ Babak Ghassemieh
Name/Title:	Babak Ghassemieh, Manager
Date:	08/27/2025

Pacific SHG Ventures, LLC

Signature:	/s/ Alex Ghassemieh
Name/Title:	Alex Ghassemieh, Manager
Date:	08/27/2025

Morning View Hotels BH I, LLC

Signature:	/s/ Babak Ghassemieh
Name/Title:	Babak Ghassemieh, Manager
Date:	08/27/2025

Palm Lake GP, LLC

Signature:	/s/ Cyrus Amirsaleh
Name/Title:	Cyrus Amirsaleh, Manager
Date:	08/27/2025

Source: View Original Filing on SEC EDGAR

FAQ

What did the August 25, 2025 Cooperation Agreement announced in BHR's Schedule 13D/A do?

The Cooperation Agreement resulted in the Issuer appointing Bob (Babak) Ghassemieh to the board and the Reporting Persons withdrawing their prior director nominations for the 2025 meeting.

How many Braemar (BHR) shares do the Reporting Persons beneficially own in aggregate?

Collectively the Reporting Persons may be deemed to beneficially own 5,153,591 shares, constituting approximately 7.3% of outstanding shares as reported.

Does the filing disclose any restrictions on the Reporting Persons after the Cooperation Agreement?

Yes. The Reporting Persons are subject to customary standstill and voting restrictions during a defined Restricted Period ending after the 2026 annual meeting or three months after the last day a covered director serves.

What material transaction-related disclosure is included in the filing for BHR?

The filing notes the Issuer announced it is initiating a sale process and that an Advisory Agreement amendment provides for a $480 million termination fee payable to Ashford in certain change-of-control transactions.

Did any reporting person cease to be a filer in this amendment?

Yes. Following termination of the Group Agreement, Samuel J. Jagger ceases to be a Reporting Person upon filing of this Amendment No. 1, per the document.

BHR 13D/A: Ghassemieh Appointed, Group Owns 7.3% Amid Sale Process

Rhea-AI Filing Summary

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FAQ

What did the August 25, 2025 Cooperation Agreement announced in BHR's Schedule 13D/A do?

How many Braemar (BHR) shares do the Reporting Persons beneficially own in aggregate?

Does the filing disclose any restrictions on the Reporting Persons after the Cooperation Agreement?

What material transaction-related disclosure is included in the filing for BHR?

Did any reporting person cease to be a filer in this amendment?

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BHR 13D/A: Ghassemieh Appointed, Group Owns 7.3% Amid Sale Process

Rhea-AI Filing Summary

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Corporate Governance Expert neutral

M&amp;A Specialist positive

FAQ

What did the August 25, 2025 Cooperation Agreement announced in BHR's Schedule 13D/A do?

How many Braemar (BHR) shares do the Reporting Persons beneficially own in aggregate?

Does the filing disclose any restrictions on the Reporting Persons after the Cooperation Agreement?

What material transaction-related disclosure is included in the filing for BHR?

Did any reporting person cease to be a filer in this amendment?

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