BHR proxy battle and a $48.8M REIT sale: whale moves Jun 2–3

The Jun 2–3 window carries one genuine new filing — Al Shams Investments escalating its proxy fight at Braemar Hotels & Resorts (BHR) with a DFAN14A naming a director slate — and a dense late-surfacing batch of insider sells from May 22–29 that aggregators pushed to pages 2–3 of the weekly rankings. The dominant tone is sell-side. Three insider buys push back at the margins, led by RBC's $49.9M institutional allocation to its own closed-end income fund.

Jun 2–3 window at a glance

Coverage: Jun 2 13:34 UTC → Jun 3 18:00 UTC (~28.5 hours)

Lead event

BHR proxy fight

Largest single sell (CBL)

$0.00

Largest buy (RIAEX institutional)

$0.00

Ashford payment risk flagged by Al Shams

$0.00

HUBC Walden 13D deadline (days out)

June 7

SNOW shares Slootman still holds

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Quick scan: all key moves

Ticker	Entity	Action	Amount	Trade date
BHR	Al Shams Investments (9.55% holder)	Activist escalation — DFAN14A + SC 13D/A	—	Jun 2
CBL	Friedman Joshua S (insider)	Sell	$48.8M	May 22
VG	Musser Fory (SVP) + Earl Thomas (CCO)	Sell cluster	$18.9M	May 26–27
NESR	Al-nowais Yousif (insider)	Sell	$18.3M	May 22, 26
ASX	Chen Jeffrey (insider)	Sell — 4 consecutive days	$17.1M	May 22–27
IOT	Biswas Sanjit (CEO) + Bicket John (co-founder)	Sell — coordinated	$16.1M	May 26–28
PANW	Klarich Lee (EVP, Chief Product & Technology Officer)	Sell	$16.1M	May 22
TTWO	Zelnick Strauss (Chairman & CEO)	Sell	$15.6M	May 26
AAPL	Levinson Arthur D (Director)	Sell	$15.6M	May 27
RIAEX	RBC Global Asset Management (fund manager)	Institutional buy	$49.9M	May 28
SLMT	Sade Ron (CEO) + Maimon Keren (insider)	Dual buy	$11.4M	May 21
NCLH	Chidsey John (President & CEO)	Buy	$2.5M	May 22

BHR: Al Shams files director slate, demands annual meeting

Al Shams Investments — the largest outside holder of Braemar Hotels & Resorts (NYSE: BHR, a hotel REIT), owning 6,513,000 shares (approximately 9.55%) — filed a DFAN14A (definitive additional proxy materials) and SC 13D/A Amendment No. 8 with the SEC on June 2, formally identifying a director candidate slate and demanding BHR call its 2026 annual meeting. 1

The trigger was BHR's appointment of a third Ashford Inc. executive to the board following the resignations of two independent directors — Mary Carter and Musser — who had chaired the related-party transactions committee and audit committee, respectively. Al Shams argues that Ashford employees now hold more than 40% of board seats (the CEO, COO, and a Senior Managing Director), eliminating the independent oversight those two directors provided.

The filing targets four remaining outside directors — Mary Candace Evans, Rebeca Odino-Johnson, Matthew D. Rinaldi, and Kellie Sirna — with a direct ultimatum: call the annual meeting, or resign. Al Shams' public letter states: 2

"Do you not recognize the obvious conflicts of interest and risks associated with ceding further authority to Monty Bennett and his Ashford subordinates? Or have you simply chosen to ignore those risks, at shareholders' peril?"

The financial stakes are concrete. Al Shams' filing states: "The Board continues to evaluate strategic transactions that, if consummated, could result in a payment to Ashford in excess of $480 million." 2 Al Shams identifies Monty and Archie Bennett as the primary beneficiaries of any such transaction, and characterizes the board's ongoing strategic review as proceeding without adequate independent oversight.

At the 2025 annual meeting, investors and proxy advisory firms had already voted against directors in large numbers. Al Shams says it will file a definitive proxy statement and WHITE universal proxy card — the specific director candidate names have not yet been disclosed publicly; those names will appear in the forthcoming definitive proxy. BHR has not filed any response (DFAN14A or otherwise) as of this writing. 3

Context from June 1: BHR's 8-K filed the prior day confirmed the $176M close of the Park Hyatt Beaver Creek sale and full repayment of $86.25M in 4.50% convertible notes. That debt payoff and the $104.5M in net proceeds leave the company in a stronger balance-sheet position heading into a contested vote or a potential sale — but Al Shams argues it also increases Ashford's leverage to extract value via the strategic process.

Sell-side signals: late-surfacing Form 4s, May 22–29

Insider Monitor's weekly pages 2–3 captured 19 late-surfacing Form 4 transactions. Below are the eight largest by dollar value. All trades occurred May 22–29 and were filed through May 29 — they surface here because aggregators backfill by filing date, not trade date. None are confirmed under 10b5-1 plans unless noted.

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Ticker	Company	Insider	Role	Shares	Price	Total	Trade date
CBL	CBL & Associates Properties (REIT)	Friedman Joshua S	—	1,050,000	$46.44	$48.8M	May 22
VG	Venture Global (LNG)	Musser Fory + Earl Thomas	SVP + CCO	1,500,000 combined	$12.44–$13.09	$18.9M	May 26–27
NESR	National Energy Services Reunited (oilfield services)	Al-nowais Yousif	—	699,888	$26.12–$26.14	$18.3M	May 22, 26
ASX	ASE Technology Holding (semiconductor packaging)	Chen Jeffrey	—	29,000	$538–$653	$17.1M	May 22–27
IOT	Samsara (IoT fleet management)	Biswas Sanjit + Bicket John	CEO + co-founder	~524,800 combined	$30.34–$30.83	$16.1M	May 26–28
PANW	Palo Alto Networks (cybersecurity)	Klarich Lee	EVP, Chief Product & Technology Officer	62,904	$255.94	$16.1M	May 22
TTWO	Take-Two Interactive (gaming)	Zelnick Strauss	Chairman & CEO	70,000	$223.03	$15.6M	May 26
AAPL	Apple (consumer tech)	Levinson Arthur D	Director	50,000	$311.02	$15.6M	May 27

CBL Friedman: $48.8M in a single day. The largest individual Form 4 sell in this late-surfacing batch. CBL & Associates Properties (CIK 910612) is a mall REIT. Friedman sold 1,050,000 shares at $46.44 on May 22. No title is listed in the source; SEC Form 4 (acc-no: 0001193125-26-240037) confirms the filing. 4 5

VG dual C-suite sell: $18.9M. Venture Global (NYSE: VG — LNG export terminals) saw two officers exit across two days. Musser Fory (SVP Development) sold 500,000 shares for $6.4M; Thomas Earl (Chief Commercial Officer) sold 1,000,000 shares at $12.44 on May 27 for $12.4M. The VG exit comes roughly four months after the company's February 2026 IPO. 4 6

ASX steady escalation: $538 to $653 over four days. ASE Technology Holding (NYSE: ASX — semiconductor packaging and testing) insider Chen Jeffrey sold 9,000 shares per day on May 22, 25, and 26, then 2,000 on May 27 — total $17.1M. The price climbed from $538 to $653 across those four sessions. The pattern (fixed daily lot, rising price) is consistent with a pre-scheduled plan, though 10b5-1 status is not confirmed. 4 7

IOT co-founder mirror trades: $16.1M. Samsara (NYSE: IOT — fleet and field operations IoT platform) CEO Biswas Sanjit and co-founder Bicket John each sold approximately 262,400 shares across three days (May 26–28) in near-identical lot sizes and prices — combined $16.1M. The mirrored volumes suggest parallel 10b5-1 plans, though that status is not confirmed. 4 8

TTWO CEO: $15.6M ahead of GTA VI release. Take-Two Interactive (Nasdaq: TTWO — video game publisher, GTA franchise) Chairman and CEO Zelnick Strauss sold 70,000 shares at $223.03 on May 26 for $15.6M. The sale comes as the company approaches the anticipated release window for Grand Theft Auto VI. 9 10

AAPL Levinson: $15.6M near all-time highs. Apple (Nasdaq: AAPL) long-serving director Arthur Levinson (board member since 2000, former Genentech CEO) sold 50,000 shares at $311.02 on May 27 for $15.6M — with AAPL trading near 52-week highs. 9 11

Buy signals

Three transactions go against the window's sell-side grain.

RIAEX — RBC Global Asset Management, $49.9M institutional allocation. RBC Global Asset Management (U.S.) Inc. (CIK 1179454) purchased 1,996,000 shares at $25.00 on May 28 in RBC BlueBay Enhanced Income Fund (ticker: RIAEX), for a total of $49,900,000. 12 13 This is a Form 4 filed by the fund manager itself — RIAEX is RBC's own closed-end income fund, so this represents RBC allocating capital to its own product rather than a third-party insider buy. The signal weight is different from an independent director buying into a company; readers should treat it as an institutional capital allocation event, not an insider confidence signal.

SLMT — dual insider buy, $11.4M combined. Brera Holdings PLC (Nasdaq: SLMT — a multi-club sports holding company, owner of football clubs) saw CEO Sade Ron and insider Maimon Keren Kalima each purchase exactly 1,149,000 shares at $4.97 on May 21 for $5.71M apiece — a combined $11.4M. 12 The identical size and price across two filers makes this a coordinated open-market buy. Conviction is clear; the small per-share price ($4.97) and share count are consistent with a micro-cap stock, but the total dollar commitment is meaningful for a company of this size.

NCLH — CEO conviction buy, $2.5M. Norwegian Cruise Line Holdings (NYSE: NCLH — cruise line operator) President and CEO Chidsey John purchased 153,000 shares at $16.37 on May 22 for $2,504,610. 12 14 An open-market CEO buy in the cruise sector, where the stock was trading in the mid-$16 range — roughly 35% below its 52-week high — is a meaningful directional signal from the person with the clearest view of bookings and forward demand.

Watch-list

HUBC — Walden's 13D deadline is June 7

As of this writing (June 3), Jon Matthew Walden's most recent HUBC filing remains a Schedule 13G/A (filed May 27), reporting 128,022 shares (9.9%) under Rule 13d-1(d) — a passive-investor certification. Under SEC rules, a filer using Rule 13d-1(d) who does not certify passive intent has a 10-calendar-day window to either certify compliance or convert to Schedule 13D. That window expires approximately June 7. 15

No 13D from Walden appeared in the Jun 1–3 filing window. A 13D conversion would require Walden to disclose intent (Item 4) and could add further pressure to HUBC's effective float — already dislocated by the 50:1 reverse split in April 2026, which reduced outstanding shares to roughly 1,282,052. Tyler Kent White (35.1%), Chad Williams (59.8%), and Walden (9.9%) together report more than 100% of outstanding shares, a figure that reflects how thin the float is and how rapidly shares have changed hands. If June 7 passes with no 13D from Walden, the compliance risk on his position resolves quietly. 16

SNOW — Slootman near-total exit confirmed

Frank Slootman (Snowflake director) sold approximately 892,426 shares across May 26–29 for a total of approximately $214M, leaving only 38,046 shares — a reduction of roughly 92% from prior holdings. 17 All transactions were executed through pre-arranged 10b5-1 plans. No public statement from Slootman accompanies the filings. The remaining 38,046 shares (approximately $9.6M at current prices) is a nominal position relative to the $214M already exited.

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NNDM — Murchinson files three amendments, no EGM yet

Nano Dimension (Nasdaq: NNDM — additive manufacturing and electronics, Israel-listed on U.S. exchanges) activist shareholder Murchinson Ltd. (approximately 7.4% holder, known for prior attempts to overhaul the board) filed three SC 13D/A amendments — on May 21, 28, and 29 — after a period of silence. 18 No extraordinary general meeting notice has appeared; the renewed filing activity indicates Murchinson is re-engaging but has not yet demanded a formal shareholder vote. Separately, the sale of NNDM's MarkForged subsidiary to Stratasys for approximately $42.5M was confirmed via an 8-K filed May 27. Rosensweig and other new insiders filed Form 3s and Form 4s (covering RSU grants) on May 29 and June 2.

TXO — Simpson's buying streak now at 9

TXO Partners (NYSE: TXO — oil and gas royalties partnership) founder Bob Simpson extended his open-market buy streak to 9 consecutive purchases after Form 4 filings on May 26 and May 27 confirmed two additional buys beyond the 8 previously tracked. 19 TXO also filed an 8-K on May 28 disclosing an asset acquisition (Items 2.01 and 9.01) — the financial terms of that transaction have not yet been detailed in available filings.

RPAY — KUBRA close confirmed, Forager quiet

Repay Holdings (Nasdaq: RPAY — payment processing for auto lending, healthcare, and government) confirmed via 8-K filed June 1 that its acquisition of KUBRA (a customer experience management platform serving 250-plus utility and government clients) closed for approximately $372M. 20 KUBRA is expected to add $150–154M in revenue for the remainder of 2026. The Forager Fund (activist holder, most recent 13D/A filed May 27 with an attached shareholder letter) has filed no new correspondence since the acquisition closed. Monitor RPAY's EDGAR index for any new 13D/A from Forager in the next 10–14 days as the integration narrative develops.

Data sourced from Insider Monitor (aggregated SEC Form 4 filings) 4 9 12, SEC EDGAR primary filings 1 2 3, and MarketBeat 17. Rule 10b5-1 status is not confirmed for any transaction unless explicitly stated. Form 4 sells from late-surfacing batch originated May 22–29; trade dates are as filed.

Cover image: AI-generated illustration.

BHR proxy battle and a $48.8M REIT sale: whale moves Jun 2–3

Quick scan: all key moves

BHR: Al Shams files director slate, demands annual meeting

Sell-side signals: late-surfacing Form 4s, May 22–29

Buy signals

Watch-list

HUBC — Walden's 13D deadline is June 7

SNOW — Slootman near-total exit confirmed

NNDM — Murchinson files three amendments, no EGM yet

TXO — Simpson's buying streak now at 9

RPAY — KUBRA close confirmed, Forager quiet

References