DALLAS–(BUSINESS WIRE<\/a>)– \nWe continue to progress towards our previously announced plans to carry out a management spin-out, separate from Ashford Inc. and its affiliates (\u201cAshford\u201d), become a self-managed real estate investment trust, and reconstitute our Board with fully independent directors. We believe these steps are in the best interests of all shareholders and will position the Company for sustained value creation.<\/p>\n \nDon\u2019t just take our word for it, however. One of our shareholders, Blackwells Capital LLC (\u201cBlackwells\u201d), recently issued a press release expressing support for these actions.1<\/sup> Blackwells noted the following:<\/p>\n \nThis investor support flies in the face of sustained criticism from Mr. Wafic Said and his firm, Al Shams Investments Limited (\u201cAl Shams\u201d). Mr. Said (who press reports say is cooperating with the Syrian government as he pursues major investments in his homeland2<\/sup>) continues to utilize a host of attack-dog tactics that are deeply troubling and reveal his lack of alignment with all shareholders. As a reminder, consider the following:<\/p>\n \nMr. Said\u2019s troubling past does not inspire confidence about his judgment. Shareholders should be aware of the following:<\/p>\n \nWe will continue to execute our strategy to create value and position the Company for long-term profitability\u2014despite Mr. Said\u2019s efforts to undermine Braemar.<\/p>\n \nTo stay updated, shareholders can visit https:\/\/x.com\/BHRproxyvote26<\/a>.<\/p>\n About Braemar Hotels & Resorts<\/b><\/p>\n \nBraemar Hotels & Resorts Inc. (NYSE: BHR) is a real estate investment trust (REIT) focused on the high-growth luxury hotel and resort sector. The Company targets high-performance luxury urban and resort properties. Its industry-leading portfolio features luxury properties across the United States and the U.S. territories in the Caribbean.<\/p>\n Important Information for Investors and Stockholders<\/i><\/b><\/p>\n Important Information and Where to Find It<\/i><\/b><\/p>\n Braemar Hotels & Resorts Inc. (the \u201cCompany\u201d or \u201cBraemar\u201d) intends to file a proxy statement and GOLD proxy card and other relevant documents with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) in connection with its solicitation of proxies from the Company\u2019s stockholders for Braemar\u2019s 2026 Annual Meeting of Stockholders (the \u201cProxy Statement\u201d). This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other document that Braemar may file with the SEC in connection with any solicitation by Braemar. BRAEMAR STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY BRAEMAR AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain copies of these documents and other documents filed with the SEC by Braemar free of charge through the website maintained by the SEC at www.sec.gov<\/a>. Copies of the documents filed by Braemar are also available free of charge by accessing the \u201cSEC Filings\u201d section of the Company\u2019s website at www.braemar.q4ir.com\/investor\/financials-sec-filings\/sec-filings\/<\/a>.<\/i><\/p>\n Certain Information Regarding Participants<\/i><\/b><\/p>\n Braemar and its directors and certain of its executive officers will be deemed to be \u201cparticipants\u201d (as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company\u2019s stockholders by Braemar in connection with the matters to be considered at Braemar\u2019s 2026 Annual Meeting of Stockholders. Information regarding the names of Braemar\u2019s executive officers and directors and their respective interests in Braemar by security holdings or otherwise is set forth (i) in Braemar\u2019s proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on October 30, 2025 (the \u201c2025 Proxy Statement<\/span>\u201d), which is available here<\/a>, including under the headings \u201cSUMMARY\u201d, \u201cPROPOSAL NUMBER ONE-ELECTION OF DIRECTORS\u201d, \u201cCORPORATE GOVERNANCE\u201d, \u201cBOARD OF DIRECTORS AND COMMITTEES\u201d, \u201cEXECUTIVE OFFICERS\u201d, \u201cEXECUTIVE COMPENSATION\u201d, \u201cPROPOSAL NUMBER TWO-ADVISORY APPROVAL OF EXECUTIVE COMPENSATION\u201d, \u201cSECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS\u201d and \u201cCERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS\u201d and (ii) under Item 1.01 \u201cENTRY INTO A MATERIAL DEFINITIVE AGREEMENT\u201d in the Current Reports on Form 8-K filed by Braemar with the SEC on December 23, 2025 (available here<\/a>), on March 17, 2026 (available here<\/a>), on April 3, 2026 (available here<\/a>) and on May 22, 2026 (available here<\/a>), under Item 5.02 \u201cDEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS\u201d in the Current Reports on Form 8-K filed by Braemar with the SEC on February 25, 2026 (available here<\/a>), on February 27, 2026 (available here<\/a>), on March 6, 2026 (available here<\/a>), on March 17, 2026 (available here<\/a>) and on May 28, 2026 (available here<\/a>), under Item 5.07 \u201cSUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS\u201d in the Current Report on Form 8-K filed by Braemar with the SEC on December 16, 2025 (available here<\/a>) and under Item 8.01 \u201cOTHER EVENTS\u201d in the Current Report on Form 8-K filed by Braemar with the SEC on June 1, 2026 (available here<\/a>). To the extent holdings of such persons in the Company\u2019s securities have changed since the amounts described in the 2025 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, by Jim A. Plohg on December 22, 2025 (available here<\/a>), by Jim A. Plohg on January 14, 2026 (available here<\/a>), by Monty J. Bennett on February 26, 2026 (available here<\/a>), by Richard J. Stockton on February 26, 2026 (available here<\/a>) and by Eric Batis on June 1, 2026 (available here<\/a>). Additional information can also be found in the Company\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026 (available here<\/a>), as amended by the Amendment No. 1 to the Company\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (available here<\/a>). Details concerning the nominees of Braemar\u2019s Board of Directors for election at the 2026 Annual Meeting will be included in the Proxy Statement. These documents, including the definitive Proxy Statement (and any amendments or supplements thereto) and other documents filed by the Company with the SEC, are or will be available free of charge at the SEC\u2019s website at www.sec.gov<\/a>. Copies of the documents filed by Braemar are also available free of charge by accessing the \u201cSEC Filings\u201d section of the Company\u2019s website at www.braemar.q4ir.com\/investor\/financials-sec-filings\/sec-filings\/<\/a>. Further information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement.<\/i><\/p>\n Forward-Looking Statements<\/i><\/b><\/p>\n Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the federal securities laws. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: the Company\u2019s ability to execute the management spin-out; the Company\u2019s business and investment strategy; anticipated or expected purchases, sales or dispositions of assets; the Company\u2019s projected operating results; completion of any pending transactions; the Company\u2019s ability to restructure existing property-level indebtedness; the Company\u2019s ability to secure additional financing to enable us to operate the Company\u2019s business; the Company\u2019s understanding of its competition; projected capital expenditures; and the impact of technology on the Company\u2019s operations and business. Such forward-looking statements are based on the Company\u2019s beliefs, assumptions, and expectations of the Company\u2019s future performance taking into account all information currently known to the Company. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to the Company. If a change occurs, the Company\u2019s business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in the Company\u2019s forward-looking statements. One should carefully consider this risk when making an investment decision concerning the Company\u2019s securities. These and other risk factors are more fully discussed in the Company’s filings with the SEC.<\/i><\/p>\n The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. The Company will not publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise except to the extent required by law.<\/i><\/p>\n
\nBraemar Hotels & Resorts Inc. (NYSE: BHR) (\u201cBraemar,\u201d the \u201cCompany,\u201d or \u201cwe\u201d) today issued the following statement:<\/p>\n\n
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