NEW YORK – July 15, 2026 – Blackwells Capital LLC, a prominent shareholder in Braemar Hotels & Resorts Inc. (NYSE: BHR), today issued a comprehensive statement publicly endorsing Braemar’s strategic transition to self-management. Concurrently, the investment firm urged fellow shareholders to critically evaluate the merits of the sustained public campaign waged by Brancous LP1 against the hotel and resort real estate investment trust. Blackwells’ statement, disseminated from New York, articulated strong support for Braemar’s recent June 12, 2026, decision to terminate its long-standing advisory agreement with Ashford Inc., hailing it as a pivotal move towards establishing a more transparent and directly accountable corporate structure.
Blackwells’ Persistent Advocacy for Corporate Restructuring
For several years, Blackwells Capital has engaged both constructively and, at times, publicly with Braemar’s Board of Directors regarding the financial intricacies and economic implications of the Company’s advisory relationship with Ashford Inc. The core of Blackwells’ argument has consistently centered on the belief that Braemar’s shareholders would ultimately be ‘better served by a simpler, more directly accountable corporate structure, answerable to shareholders rather than to an external advisor.’ This persistent advocacy underscores Blackwells’ strategic vision for Braemar, aiming to enhance shareholder value through streamlined operations and governance. The firm views the Company’s announcement to become a self-managed REIT as a direct response to these concerns and a ‘significant step in that direction,’ aligning Braemar’s operational framework more closely with shareholder interests.
Scrutiny of Brancous LP1’s Public Campaign
Blackwells Capital’s statement did not shy away from directly addressing Brancous LP1, characterizing its actions as ‘hostile’ and its ongoing public campaign as potentially detrimental to broader shareholder interests. The firm specifically referenced litigation initiated by Brancous in December 2025 against Braemar and certain of its current and former directors. Blackwells highlighted a key development in this legal challenge: the U.S. District Court for the District of Maryland’s denial of Brancous’s motion for a temporary restraining order, suggesting a lack of immediate legal merit for Brancous’s claims. Furthermore, Blackwells drew attention to the relatively minor stake Brancous holds in Braemar, amounting to approximately 665,000 shares of common stock, which represents ‘less than 1% of the Company’s outstanding shares.’
The statement went on to assert that the value of Brancous’s position is ‘worth less than the resources the Company has had to devote to responding to Brancous’s drum-beating,’ implying a disproportionate cost burden on Braemar for addressing the campaign. Blackwells also raised pointed questions about Brancous’s underlying motivations, noting that Brancous ‘has also had numerous opportunities to exit its position at a profit during this period.’ Given the limited size of Brancous’s shareholding, the substantial costs its campaign has incurred for both Brancous itself and the Company, and the repeated chances Brancous had to realize a profitable exit rather than escalate its actions, Blackwells stated its firm belief that ‘shareholders are entitled to ask what is actually motivating Brancous to continue.’ This suggests a potential misalignment between Brancous’s stated objectives and its actions, prompting a call for greater transparency regarding its true agenda.
Braemar’s Proactive Steps and Value Creation
While acknowledging that other shareholders, including Zazove Associates, have independently raised pertinent questions regarding the economics of Braemar’s advisory arrangement—often through more formal channels such as SEC filings rather than sustained public campaigns—Blackwells expressed considerable encouragement that many of these fundamental concerns have already been substantially addressed. The statement meticulously outlined several concrete achievements and forward-looking commitments by Braemar, demonstrating a responsive and proactive management approach:
- A significant renegotiation of the Company Sale Fee payable to Ashford Inc., which successfully reduced the amount owed by approximately $94.3 million. This reduction represents a substantial direct financial benefit to Braemar and its shareholders.
- The strategic retention of Ferguson Partners, a leading executive search firm, specifically tasked with identifying and appointing new independent directors. This move underscores Braemar’s commitment to strengthening its corporate governance and enhancing board independence.
- A firm commitment to achieving more than $25 million in annual cost savings once the Company fully transitions to a self-managed structure. These projected savings are expected to significantly improve Braemar’s operational efficiency and profitability.
- The successful execution of asset sales at ‘record-setting asset sale prices,’ for which Blackwells explicitly credited the Company. These sales are crucial for funding the separation from Ashford Inc. and for optimizing Braemar’s portfolio.
These collective actions, as highlighted by Blackwells, not only demonstrate Braemar’s responsiveness to shareholder feedback but also its tangible progress in improving its financial health, governance, and overall strategic direction.
Fostering a Constructive Path Forward
Blackwells Capital concluded its statement with a clear appeal for a more unified and constructive path forward for all stakeholders. The firm unequivocally stated that ‘continued public escalation by Brancous at this stage does not serve the interests of Braemar’s shareholders’ and firmly believes that such actions do not ‘reflect the views of the Company’s shareholder base as a whole.’ With the critical transition to self-management actively underway, essential asset sales progressing to finance the separation from Ashford Inc., and a reconstituted, independent Board in the process of being assembled, Blackwells urged all shareholders to allow this complex and transformative process to reach its conclusion.
The investment firm suggested that a more prudent approach would be to assess whether further steps, such as a proposed special dividend, are warranted only ‘once momentum can be evaluated.’ Blackwells’ statement thus serves as a powerful call for stability, urging a focus on the successful implementation of Braemar’s new corporate strategy and the realization of its anticipated benefits, rather than allowing continued public discord to distract from these crucial developments.
