Braemar Hotels & Resorts: enters settlement with Al Shams for $25,000,000

What happened

• Braemar Hotels & Resorts Inc. reported that it and related Ashford entities entered into a Cooperation and Settlement Agreement with Al Shams Investments Limited and, for certain purposes, Wafic Rida Said, dated Oct 6, 2026.
• Under the agreement, Al Shams withdrew a notice purporting to nominate director candidates for Braemar’s upcoming annual meeting. The Al Shams Parties agreed to customary standstill restrictions, voting commitments, mutual releases, and non-disparagement provisions.
• Braemar agreed to pay Al Shams $25,000,000 plus expenses. Braemar also filed an Allocation Agreement with Ashford, dated Oct 6, 2026, allocating payments between Braemar and Ashford.

Key details

• Settlement payment: $25,000,000 plus expenses (agreement dated Oct 6, 2026).
• Braemar expects its total contribution to be between $4,000,000 to $6,000,000 after application of any applicable insurance proceeds and Ashford contributions, but there are no assurances it will recover insurance proceeds.
• Under the Allocation Agreement, Braemar and Ashford will each bear 50% of applicable payments, net of any applicable insurance proceeds.
• The Al Shams Parties will have the opportunity to consult with Braemar’s search firm regarding candidates for one additional director seat; the board retains sole discretion over selection.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) and references proxy solicitation and director matters related to Braemar’s 2026 annual meeting (items described in the filing include director nominations, proxy materials, and related participant disclosures).
• The filing includes forward-looking statements and notes risks including the ability to collect insurance proceeds and other factors described in Braemar’s SEC filings. The filing does not show why the insider traded or why the company acted.