Braemar Hotels & Resorts Inc. has entered into a Cooperation and Settlement Agreement with Al Shams Investments Limited and Wafic Rida Said to resolve a board dispute. The agreement was executed on October 6, 2026, and involves Braemar, Ashford Hospitality Trust, Inc., and Ashford Inc.
Under the terms of the settlement, Al Shams has withdrawn its notice to nominate director candidates to Braemar’s board for the upcoming annual meeting. The parties have also agreed to customary standstill restrictions and voting commitments.
As part of the resolution, Al Shams will be allowed to consult with Braemar’s search firm regarding candidates for one additional board seat. However, Braemar retains sole discretion over the final selection of directors.
The agreement includes mutual releases and non-disparagement provisions, resolving various disputes between the parties, including claims under securities laws, defamation, and libel. Braemar has agreed to pay Al Shams $25,000,000, plus expenses. The company currently expects its total contribution to be between $4,000,000 and $6,000,000 after applying insurance proceeds and contributions from Ashford.
In connection with the settlement, Braemar and Ashford also entered into an Allocation Agreement on October 6, 2026. Under this agreement, the two companies will each bear 50% of the applicable payments, net of insurance proceeds.
