SCHEDULE: Blackwells Capital Boosts Braemar Hotels Stake to 6.9%

Blackwells Capital and its affiliates have increased their beneficial ownership in Braemar Hotels & Resorts Inc. to 6.9% through recent open market purchases and option exercises.

Summary

• Blackwells Capital LLC and its affiliates, including Jason Aintabi, Blackwells Holding Co. LLC, and Vandewater Capital Holdings, LLC, have increased their aggregate beneficial ownership in Braemar Hotels & Resorts Inc. to 4,735,000 shares, representing approximately 6.9% of the outstanding common stock.
• This amendment to the Schedule 13D details transactions occurring between November 19, 2025, and December 23, 2025.
• Transactions included the purchase of common stock, exercise of call options, and the sale of both common stock and put options.
• The aggregate purchase price for 765,000 shares acquired by Mr. Aintabi, Vandewater, and Blackwells Holding Co. since the initial Schedule 13D filing was approximately $1,988,231, excluding brokerage commissions.
• Funds for these purchases were sourced from working capital and personal funds, which may include margin loans.
• The percentage of class represented is based on 68,219,432 shares of common stock outstanding as of November 5, 2025.

Sentiment

Score: 7

Explanation: The increased beneficial ownership by an activist investor group, Blackwells Capital and its affiliates, suggests a strong belief in the company's potential or a desire to influence strategic direction. This can be viewed positively by the market as it often precedes efforts to unlock shareholder value, although the specific intentions and outcomes remain to be seen.

Positives

• Increased stake by an activist investor like Blackwells Capital often signals a belief in the company's undervaluation or potential for strategic improvements, which could lead to enhanced shareholder value.
• The exercise of call options and direct share purchases demonstrate a strong conviction in the company's future performance at the specified strike and purchase prices.

Negatives

• No explicit negatives are detailed in this filing, which primarily focuses on ownership disclosure.

Risks

• No specific risks are mentioned in this Schedule 13D amendment; it is a disclosure of ownership changes, not a risk factor assessment of the issuer.

Future Outlook

This filing does not contain explicit forward-looking statements or guidance from the issuer or the reporting persons regarding the company's future performance or strategic direction, beyond the implied intent of an activist investor.

Industry Context

The increased stake by Blackwells Capital in Braemar Hotels & Resorts Inc., a hotel REIT, signals growing activist interest within the hospitality real estate sector. Such moves often precede calls for operational improvements, strategic reviews, or potential M&A activities, reflecting a belief that the company's current market valuation does not fully reflect its intrinsic value or potential. This could put pressure on Braemar's management to consider alternatives to enhance shareholder returns, aligning with broader trends of shareholder activism in industries undergoing transformation or facing valuation discrepancies.

Stakeholder Impact

• Shareholders: Potential for increased share price volatility and possible long-term value creation if activist initiatives are successful.
• Management and Board: Increased scrutiny and pressure to address the activist investor's concerns and potentially implement strategic changes.
• Employees: No direct impact mentioned, but strategic shifts could indirectly affect operations and workforce.

Next Steps

• The reporting persons may continue to engage with Braemar Hotels & Resorts Inc. management and board regarding strategic initiatives, operational improvements, or corporate governance matters.
• Further open market purchases or sales of the Issuer's securities may occur, depending on market conditions and the reporting persons' investment objectives.

Key Dates

Recommendation

The significant increase in beneficial ownership by Blackwells Capital and its affiliates, reaching 6.9% of Braemar Hotels & Resorts Inc., signals heightened activist interest. While this could lead to strategic changes and potential value creation, the immediate impact and specific intentions of the activist group are yet to fully unfold. Investors should monitor developments closely before making definitive buy or sell decisions, as the situation presents both opportunities and potential for short-term volatility.

Keywords

Braemar Hotels & Resorts, Blackwells Capital, Schedule 13D, activist investor, common stock, beneficial ownership, hotel REIT, real estate, option exercise