Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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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).
SCHEDULE 13D
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| CUSIP No. | 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)
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| 6 | Citizenship or place of organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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
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| CUSIP No. | 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: |
| ||||||||
| 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
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| 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.
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