BHR Braemar Hotels and Resorts Inc

On May 14, 2024, Braemar Hotels & Resorts Inc. (“Braemar”) (NYSE: BHR) issued a bizarre press release congratulating Ashford’s “victory” after stockholders voted out Chairman Monty J. Bennett and director Kamal Jafarnia, and both directors were forced to tender their resignations pursuant to Ashford’s corporate governance guidelines. But for Braemar and Ashford’s record as two of the most poorly performing REITs in America, this would all be quite comical.

Jason Aintabi, Chief Investment Officer of Blackwells Capital LLC, said:

“Monty Bennett and Kamal Jafarnia were defeated handily at Ashford, only to have their directorships resurrected by the rest of the entrenched directors in a complete mockery of Ashford's director resignation policy.

For Braemar to issue a press release congratulating the board of directors at a supposedly separate public company for its successful employment of entrenchment tactics to preserve the seats of two losing directors highlights the lack of separation between Braemar and other companies in the Monty Bennett sphere of influence. It further foreshadows the types of improper entrenchment mechanisms that Monty and his cronies will employ at Braemar to prevent independent voices from gaining access to the boardroom.

Ashford stockholders sent Monty Bennett, the Chairman of Ashford and Braemar, a decisive message that his tyrannical reign over both companies is coming to an end. Blackwells is prepared for the underhanded tactics Monty and his entrenched Board will employ to preserve the golden goose that we label “Archibald and Montgomery’s shady Advisory Agreement”. We are unsurprised by these contaminated maneuvers given Montgomery’s past, and remind the Braemar Board that the referendum taking place is about only two things: a 90% collapse in Braemar’s share price and a near 600% increase in the fees paid by Braemar to entities controlled by Monty and his father, Archie. We believe the Board will stop at nothing to ensure independent fiduciaries don’t find their way into the boardroom. Unfortunately for them, the clock is ticking.”

For more information about Blackwells’ campaigns at Ashford and Braemar, visit www.montymustgo.com and www.nomoremonty.com.

About Blackwells Capital

Blackwells Capital was founded in 2016 by Jason Aintabi, its Chief Investment Officer. Since that time, it has made investments in public securities, engaging with management and boards, both publicly and privately, to help unlock value for stakeholders, including stockholders, employees and communities. Throughout their careers, Blackwells’ principals have invested globally on behalf of leading public and private equity firms and have held operating roles and served on the boards of media, energy, technology, insurance and real estate enterprises. For more information, please visit www.blackwellscap.com.

Contacts

StockholdersMacKenzie Partners, Inc.Toll Free: +1 (800) 322-2885proxy@mackenziepartners.com

MediaGagnier CommunicationsDan Gagnier & Riyaz Lalani646-569-5897blackwells@gagnierfc.com

IMPORTANT ADDITIONAL INFORMATION

Blackwells Capital LLC, Blackwells Onshore I LLC, and Jason Aintabi (collectively, the “Participants”) are participants in the solicitation of proxies from the stockholders of the Company for the 2024 Annual Meeting. On May 2, 2024, the Participants filed with the SEC their definitive proxy statement and accompanying GOLD proxy card in connection with their solicitation of proxies from the stockholders of the Company.

ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, THE ACCOMPANYING GOLD PROXY CARD AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY THE PARTICIPANTS, AS THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IN THE COMPANY, BY SECURITY HOLDINGS OR OTHERWISE.

The definitive proxy statement and an accompanying GOLD proxy card will be furnished to some or all of the Company’s stockholders and are, along with other relevant documents, available at no charge on the SEC’s website at http://www.sec.gov/. In addition, the Participants will provide copies of the definitive proxy statement without charge, upon request. Requests for copies should be directed to Blackwells.