Brancous LP1 Calls for Immediate Governance Reforms at Braemar Hotels & Resorts and Full Transparency Behind Termination Economics That Could Divert Substantial Value from Common Shareholders
ACTON, Ontario, March 02, 2026 (GLOBE NEWSWIRE) -- Brancous LP1 (“Brancous”), a significant shareholder of Braemar Hotels & Resorts Inc. (NYSE: BHR) (“Braemar” or the “Company”), today issued the following statement regarding corporate governance at Braemar and the Board’s approval of termination economics benefiting the Company’s external manager.
Brancous believes Braemar’s governance has reached a point where independence exists in form, but not in substance — precisely when independence is most critical. The Board approved an exceptionally large termination framework at a time when related-party dynamics were central, and shareholders still lack the transparency necessary to evaluate whether the outcome was negotiated at arm’s length and supported by a defensible financial foundation.
Independence and conflicts are the central issue
Brancous notes that concerns about director independence, conflicts of interest, and governance process have been raised publicly, including in correspondence filed by the Company from former director Babak (“Bob”) Ghassemieh through counsel. In that correspondence, Mr. Ghassemieh described significant governance concerns and emphasized that he could not continue to serve consistent with fiduciary duties under the circumstances described.
Brancous shares the core concern: when a board is negotiating or approving economics that primarily benefit an external manager and affiliates, shareholders must be able to rely on truly independent oversight, robust process safeguards, and full transparency.
The termination framework must be renegotiated — and the “real math” must be made public
Brancous believes the termination economics should be materially lower going forward, and the Board should immediately renegotiate the framework based on three principles:
1) The calculation should reflect current and forward economics — not an outdated trailing snapshot.
The termination framework was set using a trailing period through approximately August 2025. Since then, capital allocation and capital expenditures have been reduced substantially. A termination figure that remains anchored to a prior trailing period risks overcompensating the advisor and depriving shareholders of value that should accrue to owners going forward.
2) The termination calculation should be based on core, long-term advisory fees — not ancillary affiliate business.
Any termination multiple should apply, if at all, to the long-term advisory fees governed by the advisory agreement, not to broad categories of ancillary services or other affiliate economics that do not represent the same type of long-duration contractual advisory relationship. Shareholders should not be asked to fund a capitalized payout on revenue streams that are not properly within the scope of a long-term advisory termination concept.
3) The Board has near-term leverage to reset the fee base and scope of fees.
The advisory agreement is not perpetual. As the agreement approaches its renewal/extension window and its scheduled end, Braemar has leverage to renegotiate the scope, definitions, and reach of fees that should be included in any framework. Paying or locking in an inflated termination amount now — before using that leverage — would represent avoidable destruction of shareholder value.
The Board must disclose the basis, the process, and the opinions
If the Board expects shareholders to accept termination economics of this magnitude, Brancous demands that the Company make public, in full:
- the complete termination-fee math and definitions (inputs, periods used, line items, inclusions/exclusions);
- a clear reconciliation separating core advisory economics from ancillary affiliate economics;
- the full set of financial analyses presented to the Board (including sensitivity cases and shareholder impact); and
- all legal and advisory opinions and work product the Board relied upon to approve and defend a fee of this size, including conflict reviews, process safeguards, and any fairness rationale.
The Board’s silence is not acceptable
Brancous further notes that repeated shareholder communications to the Board have gone unanswered. A board that claims to represent shareholders cannot refuse to engage with shareholders on the single most value-determinative and conflict-laden economic issue facing the Company.
Statement from Alejandro Malbran, Managing Partner of Brancous LP1
“Independent directors exist to protect shareholders when conflicts are highest. Shareholders cannot accept a framework that diverts extraordinary value away from owners without full transparency, without a credible financial foundation, and without clear evidence that the process was independent and negotiated at arm’s length. The Board must publish the real math, publish the opinions it relied on, and renegotiate termination economics to protect the common shareholder.”
About Brancous LP1
Brancous LP1 is an investment partnership focused on special situations and shareholder-value opportunities.
Disclaimer: This communication is for informational purposes only and does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities of Braemar Hotels & Resorts Inc. Brancous is not requesting that shareholders vote in any manner by means of this communication.
Press Inquiries
Alejandro Malbran
Managing Partner
Email: amalbran@brancous.com
Tel: +1 917-482-9254
https://brancous.com
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