BHR$1.21▼ 18.8%Braemar's largest holder fought a $480 million fee. Now it must vote with the board
Braemar Hotels & Resorts settled with Al Shams Investments, its largest shareholder, Braemar said on Oct. 8. The agreement sets the payment at $40 million, about five times what Al Shams's shares were worth at the Oct. 9 close.
KeyVex News··6 min readFact-checked against 11 public recordsKeyVex News··6 min readFact-checked against 11 public recordsBHR$1.21▼ 18.8%Close, Oct. 9. Prices from Tiingo.The short versionTap to readTap to close
- Since at least June, Al Shams, Braemar's largest shareholder, had fought a $480 million fee Braemar owes Ashford, its outside adviser, for ending their contract. Al Shams called it a windfall.
- Instead of a board contest, it settled for $40 million: $25 million for its claims and the agreement's other terms, and $15 million for expenses. Braemar pays it in three installments.
- The agreement also requires Al Shams, through Oct. 6, 2036 and while it holds shares, to vote as Braemar's board recommends. It may not buy more shares, nominate directors or sue.
- Ashford Inc. pays half of what insurance does not cover. Braemar expects its own share to be $4 million to $6 million, and says that would likely cost less than litigation.
- The next installment, $10 million, is due four months after Oct. 6. Braemar's annual meeting is Dec. 21.
The settlement: Braemar Hotels & Resorts, a luxury-hotel real estate investment trust, signed a settlement on Oct. 6 with Al Shams Investments, its largest shareholder, it said in filings made after the market closed on Oct. 8.8-KRelease Al Shams, a Bermuda company that owns 6.5 million Braemar shares, 9.48% of its stock, withdrew the directors it had nominated for the board.Agreement13D/A
The price: The 8-K, the form a company files to report a major event, says Braemar will pay Al Shams "$25,000,000 plus expenses."8-K The agreement filed with it sets the expenses at $15 million, for $40 million in all. The filings don't say how either figure was set.Agreement At the Oct. 9 close of $1.21, Al Shams's shares were worth about $7.9 million. The payment is about five times that, by KeyVex's math, and about four times the stake's value at the Oct. 8 close, before the filings.Chart data
Why it matters: Braemar is selling hotels to pay Ashford, its outside adviser, a $480 million fee for ending their contract. Al Shams had fought that fee since at least June.10-QAl Shams The $40 million payment is nearly half of what all of Braemar's common stock was worth on Oct. 9, by KeyVex's math. Ashford Inc. pays half of whatever insurance does not cover, and Braemar expects its own cost to be $4 million to $6 million.Chart dataAllocation
Braemar's stock and the fight over the Ashford feeDaily close, May 1 to Oct. 9, 2026 ▼ 49.6%Show chartHide chart
- 1June 12, 2026 Braemar says it will end its advisory agreement with Ashford. It plans to become a self-managed REIT. Close: $2.17, from $2.53 the day before.
- 2June 15, 2026 Al Shams's open letter. Braemar's largest shareholder says it will nominate a full slate of directors and pursue "every available legal remedy." Close: $2.12.
- 3July 14, 2026 Three hotels sold for $437.5 million. The sale triggers the $480 million Company Sale Fee to Ashford; Braemar pays $173 million of it. Close: $2.08.
- 4Oct. 6, 2026 The settlement is signed. Not yet public: it was filed with the SEC after the market closed on Oct. 8. Close: $1.52.
- 5Oct. 9, 2026 First trading day after the filings. The settlement and Braemar's 2027 outlook came out after the Oct. 8 close. Close: $1.21, down 18.8%.
View the data (112 trading days)
| Date | Close | Day change |
|---|---|---|
| 2026-10-09 | $1.21 | −18.8% |
| 2026-10-08 | $1.49 | +1.4% |
| 2026-10-07 | $1.47 | −3.3% |
| 2026-10-06 | $1.52 | −1.9% |
| 2026-10-05 | $1.55 | −6.6% |
| 2026-10-02 | $1.66 | +0.6% |
| 2026-10-01 | $1.65 | −1.2% |
| 2026-09-30 | $1.67 | +0.6% |
| 2026-09-29 | $1.66 | 0.0% |
| 2026-09-28 | $1.66 | −1.8% |
| 2026-09-25 | $1.69 | −1.2% |
| 2026-09-24 | $1.71 | −2.8% |
| 2026-09-23 | $1.76 | −3.3% |
| 2026-09-22 | $1.82 | +0.6% |
| 2026-09-21 | $1.81 | +1.1% |
| 2026-09-18 | $1.79 | +1.1% |
| 2026-09-17 | $1.77 | −1.7% |
| 2026-09-16 | $1.80 | −3.2% |
| 2026-09-15 | $1.86 | −1.6% |
| 2026-09-14 | $1.89 | +1.6% |
| 2026-09-11 | $1.86 | +0.5% |
| 2026-09-10 | $1.85 | 0.0% |
| 2026-09-09 | $1.85 | +0.5% |
| 2026-09-08 | $1.84 | −3.2% |
| 2026-09-04 | $1.90 | +2.2% |
| 2026-09-03 | $1.86 | −2.6% |
| 2026-09-02 | $1.91 | −1.0% |
| 2026-09-01 | $1.93 | −4.5% |
| 2026-08-31 | $2.02 | −0.5% |
| 2026-08-28 | $2.03 | −1.9% |
| 2026-08-27 | $2.07 | +1.0% |
| 2026-08-26 | $2.05 | 0.0% |
| 2026-08-25 | $2.05 | 0.0% |
| 2026-08-24 | $2.05 | −1.0% |
| 2026-08-21 | $2.07 | +2.0% |
| 2026-08-20 | $2.03 | −1.0% |
| 2026-08-19 | $2.05 | 0.0% |
| 2026-08-18 | $2.05 | −1.0% |
| 2026-08-17 | $2.07 | +2.0% |
| 2026-08-14 | $2.03 | +0.5% |
| 2026-08-13 | $2.02 | −0.5% |
| 2026-08-12 | $2.03 | +1.0% |
| 2026-08-11 | $2.01 | −1.0% |
| 2026-08-10 | $2.03 | −1.9% |
| 2026-08-07 | $2.07 | −2.4% |
| 2026-08-06 | $2.12 | +3.4% |
| 2026-08-05 | $2.05 | −1.9% |
| 2026-08-04 | $2.09 | −3.2% |
| 2026-08-03 | $2.16 | −4.8% |
| 2026-07-31 | $2.27 | −2.6% |
| 2026-07-30 | $2.33 | −2.1% |
| 2026-07-29 | $2.38 | +2.1% |
| 2026-07-28 | $2.33 | +2.2% |
| 2026-07-27 | $2.28 | +2.2% |
| 2026-07-24 | $2.23 | +3.7% |
| 2026-07-23 | $2.15 | −0.5% |
| 2026-07-22 | $2.16 | +1.9% |
| 2026-07-21 | $2.12 | +0.5% |
| 2026-07-20 | $2.11 | +5.5% |
| 2026-07-17 | $2.00 | −2.4% |
| 2026-07-16 | $2.05 | +1.0% |
| 2026-07-15 | $2.03 | −2.4% |
| 2026-07-14 | $2.08 | −1.0% |
| 2026-07-13 | $2.10 | +1.9% |
| 2026-07-10 | $2.06 | 0.0% |
| 2026-07-09 | $2.06 | +0.5% |
| 2026-07-08 | $2.05 | −4.7% |
| 2026-07-07 | $2.15 | −2.7% |
| 2026-07-06 | $2.21 | −3.1% |
| 2026-07-02 | $2.28 | +5.6% |
| 2026-07-01 | $2.16 | 0.0% |
| 2026-06-30 | $2.16 | +10.2% |
| 2026-06-29 | $1.96 | 0.0% |
| 2026-06-26 | $1.96 | +2.1% |
| 2026-06-25 | $1.92 | −5.0% |
| 2026-06-24 | $2.02 | −1.5% |
| 2026-06-23 | $2.05 | +1.0% |
| 2026-06-22 | $2.03 | −2.4% |
| 2026-06-18 | $2.08 | +2.5% |
| 2026-06-17 | $2.03 | −0.5% |
| 2026-06-16 | $2.04 | −3.8% |
| 2026-06-15 | $2.12 | −2.3% |
| 2026-06-12 | $2.17 | −14.2% |
| 2026-06-11 | $2.53 | −0.4% |
| 2026-06-10 | $2.54 | +2.0% |
| 2026-06-09 | $2.49 | −1.2% |
| 2026-06-08 | $2.52 | +0.8% |
| 2026-06-05 | $2.50 | +0.8% |
| 2026-06-04 | $2.48 | +1.2% |
| 2026-06-03 | $2.45 | −0.8% |
| 2026-06-02 | $2.47 | −1.2% |
| 2026-06-01 | $2.50 | +1.6% |
| 2026-05-29 | $2.46 | −2.0% |
| 2026-05-28 | $2.51 | +1.6% |
| 2026-05-27 | $2.47 | −2.0% |
| 2026-05-26 | $2.52 | +1.2% |
| 2026-05-22 | $2.49 | −0.4% |
| 2026-05-21 | $2.50 | 0.0% |
| 2026-05-20 | $2.50 | +1.6% |
| 2026-05-19 | $2.46 | −1.6% |
| 2026-05-18 | $2.50 | 0.0% |
| 2026-05-15 | $2.50 | −2.7% |
| 2026-05-14 | $2.57 | +1.6% |
| 2026-05-13 | $2.53 | +0.8% |
| 2026-05-12 | $2.51 | −2.0% |
| 2026-05-11 | $2.56 | −8.6% |
| 2026-05-08 | $2.80 | +1.8% |
| 2026-05-07 | $2.75 | +7.4% |
| 2026-05-06 | $2.56 | +3.6% |
| 2026-05-05 | $2.47 | +2.9% |
| 2026-05-04 | $2.40 | 0.0% |
| 2026-05-01 | $2.40 |
Braemar closed at $1.21 on Oct. 9, down 18.8% from $1.49 the day before and 52% below its June 11 close of $2.53. Source: Tiingo end-of-day closes, as traded, via KeyVex.
What the fight was about
Ashford LLC, part of Ashford Inc., has been Braemar's outside adviser, paid fees to run the company. Braemar's chairman, Monty Bennett, was also chairman and chief executive of Ashford Inc., as of Braemar's August quarterly report.10-Q In August 2025, the two companies agreed that the fee for ending their advisory agreement would be $574.8 million, discounted to $480 million plus accrued fees.10-Q
On June 12, Braemar said it would end the agreement and become self-managed, run by its own employees. When the sale of three hotels closed on July 14, Braemar recorded a $480 million liability and paid Ashford $173 million of it.10-Q Braemar plans to sell only as many hotels as it needs to pay the fees it owes Ashford, the report says.10-Q
On June 15, Al Shams called the fee a "massive windfall." It said the fee came to "the equivalent of $7 per share," more than three times the stock price then, and that it would pursue "every available legal remedy."Al Shams A Braemar spokesperson said Al Shams's attacks were "nothing more than an attempt to mislead shareholders and hide its true intentions," Bisnow and Hotel Dive reported.BisnowHotel Dive
By October, Al Shams had nominated directors and asked a Texas court, under the state's Rule 202, for pre-suit depositions of two former Braemar directors. It had asserted or threatened claims of defamation, securities-law violations and breaches of fiduciary duty. Braemar, Ashford Inc. and Ashford Hospitality Trust deny any wrongdoing, the agreement says.Agreement
What the agreement requires
an aggregate amount of $25,000,000 in consideration for the settlement of the Disputed Claims, the release provided under Section 2.1 and the other provisions of this Agreement, and Braemar shall pay to Al Shams an aggregate amount of $15,000,000 as reimbursement of expenses incurred by Al Shams in connection with its conflict and disagreements with Braemar
Al Shams gets $20 million on signing and $10 million each at four and eight months.Agreement Through Oct. 6, 2036, it may not run a proxy contest, a campaign for other shareholders' votes, or nominate directors. It may not buy any more shares, or sue Braemar or the two Ashford companies except to enforce the agreement. At every meeting in that time, as long as it holds shares, it must vote them as Braemar's board recommends. Both sides also agreed not to publicly criticize each other while the standstill lasts.Agreement
It may not sell its shares before this year's annual meeting, but may afterward, within limits on whom it sells to. It does get to consult the board's search firm on candidates for one new seat, though the board alone picks the director.Agreement Braemar was already remaking its board, its August quarterly report says. Five new independent directors are to join, and every current director but chief executive Richard Stockton, Bennett included, agreed to step down.10-Q
If Braemar is short of cash when a later installment comes due, it may pay up to $4 million of the total in its own stock instead.Agreement
View the data
| Amount, millions of dollars | Note | |
|---|---|---|
| The settlement payment ($25 million for claims and other terms, $15 million for expenses) | $40.0M | Cooperation and Settlement Agreement, Section 1.1 |
| All of Braemar's common stock (68,679,318 shares at the Oct. 9 close of $1.21) | $83.1M | $83,101,975 by KeyVex's math; share count as of Aug. 4, 2026 (10-Q) |
| Al Shams's Braemar shares (6,513,000 shares at the Oct. 9 close of $1.21) | $7.9M | $7,880,730 by KeyVex's math |
| Braemar's expected own share (Its estimate, after insurance and Ashford's half) | $6.0M | Braemar expects $4 million to $6 million; the bar shows the top of that range |
Braemar's own share is its estimate of $4 million to $6 million, after insurance and Ashford's half; the bar shows $6 million. Sources: Braemar Form 8-K and Exhibit 10.1, Oct. 8, 2026; Form 10-Q share count as of Aug. 4, 2026; Tiingo close via KeyVex.
Who pays
Braemar owes the whole payment. Under a separate agreement, Ashford Inc. covers half of whatever insurance does not.Allocation Braemar expects its own share to come to $4 million to $6 million. It says there can be no assurance it will recover any or all of the insurance it expects. Its contribution "would likely be less than the cost of any potential litigation," Braemar said.8-K Ashford's share of the payment does not count toward the fees Braemar owes Ashford, the allocation agreement says.Allocation
The stock
Braemar announced the settlement in the same release as its 2027 outlook. That outlook calls for adjusted funds from operations, a profit measure REITs commonly report, of 25 to 31 cents a share.Release Braemar closed at $1.21 on Oct. 9, down 18.8%.Chart data
The second installment, $10 million, is due four months after Oct. 6, and the third four months after that. Each is paid only while Al Shams keeps the agreement's terms. If a court or an arbitrator finally rules that it materially breached them, it must pay the cash back.Agreement
What to watch
The expected closing of the $372 million Four Seasons Resort Scottsdale sale.
Braemar's expected completion of its separation from Ashford.
Braemar's 2026 annual meeting, postponed from Nov. 13. Al Shams must vote as the board recommends.
The second installment, $10 million, four months after Oct. 6.
The third installment, $10 million, eight months after Oct. 6.
The paper trail
Braemar's filings, Sept. 4 through Oct. 8, 2026, and Al Shams's Oct. 8 13D amendment, with the time EDGAR accepted each one (Eastern).
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Sept. 4, 4:05 p.m. | 8-K | Braemar | The 2026 annual meeting is set for Nov. 13. |
| Sept. 23, 4:21 p.m. | 8-K | Braemar | The meeting is postponed to Dec. 21. |
| Sept. 29, 4:04 p.m. | 8-K | Braemar | Agreement to sell the Four Seasons Resort Scottsdale for $372 million; a $10 million deposit, now non-refundable. |
| Oct. 8, 4:01 p.m. | 8-K | Braemar | The settlement with Al Shams: "$25,000,000 plus expenses." Exhibit 10.1 sets the expenses at $15 million; Exhibit 10.2 splits the net cost with Ashford Inc. |
| Oct. 8, 4:03 p.m. | DEFA14A | Braemar | The same settlement filed as proxy material. |
| Oct. 8, 4:08 p.m. | 8-K | Braemar | Portfolio update and 2027 outlook, with the settlement announced. |
| Oct. 8, 4:51 p.m. | 13D/A | Al Shams Investments | 6,513,000 shares, 9.48% of the class; describes the settlement. |
Sources
16 sources, 11 of them public records
Public records
- Braemar Hotels & Resorts, Form 8-K (Item 1.01): Cooperation and Settlement Agreement and Allocation AgreementSEC EDGAR · Oct. 8, 2026
- Exhibit 10.1: Cooperation and Settlement Agreement among Braemar, Ashford Hospitality Trust, Ashford Inc. and Al Shams Investments Limited, Oct. 6, 2026SEC EDGAR · Oct. 8, 2026
- Exhibit 10.2: Allocation Agreement between Braemar and Ashford Inc., Oct. 6, 2026SEC EDGAR · Oct. 8, 2026
- Braemar Hotels & Resorts, Form 8-K (Item 7.01): portfolio update and 2027 outlookSEC EDGAR · Oct. 8, 2026
- Braemar Hotels & Resorts, Form 8-K Exhibit 99.1: portfolio update and 2027 financial outlookSEC EDGAR · Oct. 8, 2026
- Braemar Hotels & Resorts, DEFA14A (additional proxy materials)SEC EDGAR · Oct. 8, 2026
- Al Shams Investments Limited, Schedule 13D/A on Braemar Hotels & ResortsSEC EDGAR · Oct. 8, 2026
- Braemar Hotels & Resorts, Form 10-Q for the quarter ended June 30, 2026SEC EDGAR · Aug. 6, 2026
- Braemar Hotels & Resorts, Form 8-K (Item 1.01): sale of the Four Seasons Resort ScottsdaleSEC EDGAR · Sept. 29, 2026
- Braemar Hotels & Resorts, Form 8-K (Item 8.01): annual meeting postponed to Dec. 21SEC EDGAR · Sept. 23, 2026
- Braemar Hotels & Resorts, Form 8-K (Item 5.08): annual meeting dateSEC EDGAR · Sept. 4, 2026
Reporting
- "Al Shams Investments Responds to Braemar Board's Brazen Act of Self-Dealing" (Al Shams statement)PR Newswire · June 15, 2026
- "Braemar's Largest Shareholder Calls $480M Breakup Fee 'Theft Dressed In A Suit'"Bisnow · June 15, 2026
- "Shareholder 'betrayal': Al Shams weighs in on Braemar's split from Ashford"Hotel Dive · June 16, 2026
Data
- End-of-day prices for BHR, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 9, 2026
- The chart's Filings layer: KeyVex's Congress trade, insider trade, Form 144, 8-K and lobbying records for BHRKeyVex · through Oct. 9, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. Daily moves are close to close. Every Braemar close in the chart's Story range is in its data table. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to Braemar's close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's Braemar stock page, a selection of congressional trades, insider sales, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- KeyVex's math: the payment per Al Shams share is $40,000,000 divided by 6,513,000 shares, $6.1416. Al Shams's stake at the Oct. 9 close is 6,513,000 times $1.21, $7,880,730; $40 million is 5.08 times that. Braemar's common stock at that close is 68,679,318 shares (outstanding at Aug. 4, 2026, the latest count in its filings) times $1.21, $83,101,975; $40 million is 48.1% of that. The comparison uses the common stock only, not Braemar's preferred stock or debt.
- The settlement payment is the agreement's $25,000,000 for the settlement of the disputed claims plus its $15,000,000 reimbursement of expenses. Braemar's expected own share, $4 million to $6 million, is the company's estimate after insurance proceeds and Ashford Inc.'s half; KeyVex has not estimated the insurance.
- The agreement moves a payment that falls on a non-business day to the next business day, so What to watch gives the months of the later installments, not days.