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SCHEDULE Filed 2025-08-27 Event 2025-08-25 SEC 0000921895-25-002421 →

Ghassemieh Babak Braemar Hotels & Resorts Inc. BHR-PD

Stake: 3.70% Shares: 2,615,942 CUSIP: 10482B101 Class: Common Stock, $0.01 par value per share

Item 4 — Purpose of Transaction

Item 4 is hereby amended to add the following: On August 25, 2025, the Reporting Persons entered into a cooperation agreement (the "Cooperation Agreement") with the Issuer, Ashford Inc. ("Ashford"), and Ashford Hospitality Trust, Inc. (collectively, the "Company Group") pursuant to which the Issuer appointed Bob Ghassemieh to the Issuer's board of directors (the "Board"). The Issuer has also agreed to nominate Mr. Ghassemieh (or a Replacement Director, as defined in the Cooperation Agreement) for election at the Issuer's 2025 annual meeting of stockholders (the "2025 Annual Meeting") and 2026 annual meeting of stockholders (the "2026 Annual Meeting"), subject to the terms of the Cooperation Agreement. Pursuant to the Cooperation Agreement, the Reporting Persons have withdrawn their nomination notice delivered to the Issuer on June 2, 2025, regarding the nomination of director candidates for election to the Board at the 2025 Annual Meeting. The Reporting Persons have reviewed the Issuer's announcement on August 26, 2025, that (i) the Issuer is initiating a process for the sale of the Issuer and (ii) the Issuer and Ashford, its external advisor, have executed a letter agreement with respect to the Fifth Amended and Restated Advisory Agreement, dated as of April 13, 2018 (as amended, the "Advisory Agreement") pursuant to which the parties have agreed to a $480 million termination fee in favor of Ashford in the context of a transaction that results in a change of control of the Issuer that terminates the Advisory Agreement. The Reporting Persons were not aware of these developments involving the Issuer and Ashford when they entered into the Cooperation Agreement, and Mr. Ghassemieh looks forward to representing the best interests of all stockholders upon joining the Board. Pursuant to the Cooperation Agreement, the Reporting Persons are subject to certain standstill restrictions from the date of the Cooperation Agreement and continuing until 11:59 p.m., Central time, on the later of (i) the date of the 2026 Annual Meeting and (ii) the date that is three months after the last day that Mr. Ghassemieh (or any Replacement Director) serves on the Board (the "Restricted Period"). The Cooperation Agreement further provides that, during the Restricted Period, the Reporting Persons are required to vote their shares in favor of the Issuer's nominees and any other proposals recommended by the Board, subject to certain exceptions, including that the Reporting Persons are permitted to vote in their sole discretion with respect to proposals relating to certain extraordinary transactions (subject to certain exceptions). Additionally, the Reporting Persons and the Company Group have agreed to a customary mutual non-disparagement provision. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Cross-References

Insider Activity (last 365d)
0 transactions
0 buys · 0 sales · 0 awards/exercises
Issuer Cluster
6 13D/G filings on this issuer
5 other filings besides this one
Filer Track Record
1 filings by this filer
0 other filings in the data moat
Short Interest
Not in latest FINRA snapshot

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