Sec Form 13D Filing - Ghassemieh Babak filing for - 2026-02-23

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 45,214.14 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. 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 20,000 Shares directly owned by Kambiz Ghassemieh is approximately $56,093, 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 $47,800, 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 $69,543, excluding brokerage commissions. The units of the Operating Partnership (as defined below) held by Morning View Hotels were received in connection with the acquisition of a hotel by the Issuer from Morning View Hotels.

Item 4 is hereby amended to add the following: On February 20, 2026, the Issuer's outside counsel sent Mr. Bob Ghassemieh a letter (the "Letter") advising him that he had purportedly violated certain Issuer policies and breached certain obligations under the Cooperation Agreement (as previously defined and described in Reporting Persons' Amendment No. 1 to the Schedule 13D, "Amendment No. 1"). The Letter further advised that as a result of these purported violations the Issuer had accepted his resignation letter that he had previously provided to be held in escrow pursuant to the Cooperation Agreement. Mr. Ghassemieh strongly disagrees with all allegations in the Letter. He has complied, and continues to comply, with the Cooperation Agreement. He has, however, tendered his resignation to the Board because he does not believe that under the current circumstances he can continue to serve as a director consistent with his fiduciary duty. By way of background, the Reporting Persons note that the Cooperation Agreement was entered into the day before the Issuer's August 26, 2025 announcement that (i) the Issuer was initiating a process for the sale of the Issuer and (ii) the Issuer and Ashford Inc. ("Ashford"), its external advisor, had 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 Issuer and Ashford agreed that a $480 million termination fee would be paid to Ashford in the context of a transaction that results in a change of control of the Issuer that terminates the Advisory Agreement (plus an additional $25 million to be paid to affiliates of Ashford). As previously disclosed in Amendment No. 1, the Reporting Persons were not aware of these developments involving the Issuer and Ashford when they entered into the Cooperation Agreement. Since joining the Board, Mr. Ghassemieh had sought to engage constructively with fellow directors and serve as a committed fiduciary and advocate for the best interests of all stockholders, especially as he was the only independent director that was a representative of significant stockholders. In the Letter, the Issuer asserts that Mr. Ghassemieh (i) violated various Issuer policies by communicating with stockholders, including Brancous LP1 ("Brancous"), which filed a public letter with the Securities and Exchange Commission (the "SEC") on February 2, 2026, (ii) is a member of an undisclosed "group" as defined pursuant to Section 13(d) of the Exchange Act with Brancous, (iii) encouraged Brancous to take actions that the Reporting Persons are otherwise prohibited from taking under the Cooperation Agreement, and (iv) made requests for books and records of the Issuer in violation of the Cooperation Agreement. With respect to allegations (i) through (iii), the Letter provides no factual basis, and notes that Mr. Ghassemieh privately and Brancous publicly have expressed views about the upcoming expiration of the Advisory Agreement, which is publicly filed with the SEC. Mr. Ghassemieh denies all allegations in the Letter, including that he is a member of a "group" as defined pursuant to Section 13(d) of the Exchange Act with Brancous. Regarding his request for the Issuer's books and records, Mr. Ghassemieh states the Cooperation Agreement does not address a request for books and records made in his capacity as a director, and the Cooperation Agreement explicitly provides that none of the restrictions therein shall be deemed to restrict Mr. Ghassemieh in any way from exercising his fiduciary duties under applicable law as a director of the Issuer. Mr. Ghassemieh believes that the Issuer's letter is retaliatory and in breach of the Cooperation Agreement. On February 23, 2026, counsel for Mr. Ghassemieh delivered a letter to Issuer's counsel responding to the Issuer's spurious allegations.

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 as of November 5, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, (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 units of the Operating Partnership held by Morning View Hotels, as applicable. As of the date hereof: Bob Ghassemieh beneficially owned 2,615,949.14 Shares, consisting of (i) approximately 45,214.14 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 that may be deemed to be beneficially owned by Morning View Hotels, where he serves as Manager, that are issuable upon the conversion of 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. 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 that may be deemed to be beneficially owned by Morning View Hotels, where he serves as Manager, that are issuable upon the conversion of 2,500,000 units of the Operation Partnership, 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 20,000 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 issuable upon the conversion of 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 F BO 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. 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. Morning View Hotels may be deemed to beneficially own the 2,500,000 Shares issuable upon the conversion of the 2,500,000 units of the Operating Partnership, constituting approximately 3.5% 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 5,156,598.14 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.

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.