Al Shams challenges Braemar board over $480 million Bennett payout

Al Shams Investments Limited, the largest shareholder of Braemar Hotels & Resorts Inc. (NYSE: BHR), sent a letter to the company's outside directors criticizing their authorization of a hotel property sale that triggers a $480 million termination fee to a company controlled by Braemar's Chairman Monty Bennett.

The Bermuda-based investment firm said the sale of three hotel properties creates what it calls a windfall payment to Bennett's company. Al Shams previously sent letters on May 8, June 2, and June 10 warning directors not to pursue transactions without shareholder input.

"What has been done to Braemar's shareholders is a moral outrage," said Wafic Rida Said, Al Shams' ultimate beneficial owner. The firm described the transaction as "one of the most brazen acts of self-dealing" in a public company.

According to Al Shams, Braemar's stock price has declined nearly 90% since separating from Ashford Hospitality Trust and currently trades at $2.10. The investment firm noted the stock fell 15% over two days following the transaction announcement. The termination fee represents approximately $7 per share, more than three times the current stock price.

Al Shams stated it will pursue legal remedies against the directors and Bennett, and plans to nominate a full slate of independent directors for the 2026 annual meeting. The firm called for an immediate annual meeting to allow shareholders to replace current board members.

The investment company intends to file a definitive proxy statement with the Securities and Exchange Commission and accompanying proxy card to solicit shareholder votes. Al Shams holds 6,513,000 shares of Braemar common stock.

Braemar operates as a real estate investment trust focused on hotel properties.

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