Braemar Hotels Settles With Al Shams for $40M, Ending Proxy Fight

Date

October 6, 2026

Added to tracker

October 13, 2026

Court or forum

Out-of-court settlement (resolves a pending Texas Rule 202 pre-suit deposition petition; the filing does not name the court)

State

Texas

Property type

Hospitality

Amount / scale

$40 million settlement payment ($25M for claims plus $15M expense reimbursement); Braemar expects its net cost to be $4M-$6M after insurance and Ashford's share

Parties

Settling Party (Company): Braemar Hotels & Resorts Inc.Settling Party: Ashford Hospitality Trust, Inc.Settling Party: Ashford Inc.Settling Party (Stockholder/Claimant): Al Shams Investments Limited

On October 6, 2026, luxury hotel REIT Braemar Hotels & Resorts Inc., Ashford Hospitality Trust, Inc. and Ashford Inc. signed a Cooperation and Settlement Agreement with Braemar's largest stockholder, Al Shams Investments Limited. Under the deal Braemar pays $25 million to settle the disputed claims plus $15 million to reimburse Al Shams's expenses, in three installments. In return Al Shams withdraws its slate of director nominees and its Texas Rule 202 petition seeking pre-suit depositions of two former Braemar directors. It also accepts a 10-year standstill, a voting commitment and broad releases. Braemar disclosed the deal in an 8-K filed October 8.

Why it matters

This is an unusually large price for ending an activist campaign at a listed hotel REIT. It shows that threatened derivative claims, securities claims and a Texas pre-suit discovery petition can carry real settlement value even before any lawsuit is filed. The structure is worth studying for REIT boards and their insurers: payment in installments with a clawback, a stock option capped at $4 million, a 50/50 cost split with the external advisor, and heavy reliance on D&O insurance, which brings Braemar's expected net cost down to $4-6 million. The deal also clears the way for Braemar's planned separation from Ashford and move to self-management.

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Braemar Hotels & Resorts Inc., a NYSE-listed REIT based in Dallas that owns luxury hotels and resorts, has settled a wide-ranging dispute with its largest stockholder, Al Shams Investments Limited, a Bermuda company. The Cooperation and Settlement Agreement is dated October 6, 2026. Its other signatories are Ashford Hospitality Trust, Inc. and Ashford Inc., and the beneficial owner of Al Shams signed for limited purposes. Braemar filed the agreement as an exhibit to a Form 8-K on October 8, 2026. A company press release that day announced it alongside a portfolio update and the pending $372 million sale of the Four Seasons Resort Scottsdale.

Case timeline · 3 entries Latest: October 6, 2026 — Cooperation and Settlement Agreement and Braemar-Ashford Allocation Agreement signed; first $20M installment due

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