Braemar Hotels & Resorts (BHR) Proxy filing summary

Executive summary

• Announced plans to spin out management, separate from Ashford Inc., and become a self-managed REIT with a fully independent board, aiming for sustained value creation.

• Blackwells Capital, a significant shareholder, publicly supports the transition to self-management and the termination of the Ashford advisory agreement.

• Recent actions include renegotiating the company sale fee, retaining Ferguson Partners for board recruitment, committing to $25M+ in annual cost savings, and achieving record asset sale prices.

• Asset sales are progressing to fund the separation from Ashford, and the board reconstitution is underway.

• Forward-looking statements caution that future performance may vary due to numerous factors, and investors should consider associated risks.

Voting matters and shareholder proposals

• Proxy solicitation is underway for the 2026 Annual Meeting, with Braemar and certain directors and officers as participants.

• Details on board nominees and proposals will be included in the forthcoming proxy statement.

Board of directors and corporate governance

• Board is being reconstituted with fully independent directors, with Ferguson Partners engaged to identify candidates.

• Criticism is directed at Wafic Said and Al Shams for seeking board influence, with concerns about alignment with shareholder interests.