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

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

Al Shams Investments escalated its Braemar Hotels proxy fight on June 2, filing a DFAN14A naming a director slate and demanding a 2026 annual meeting — with a $480M Ashford payment risk named in the filing. A late-surfacing batch of Form 4 sells from May 22–29 brings CBL Friedman's $48.8M single-day REIT sale and five other $15M+ exits to the surface. On the buy side: RBC's $49.9M allocation to its own closed-end fund, SLMT's $11.4M coordinated dual-insider buy, and NCLH's CEO buying 153,000 shares at $16.37. Watch-list: HUBC Walden's 13D deadline hits June 7, SNOW Slootman has only 38,046 shares left, NNDM Murchinson returned with three amendments, TXO Simpson's streak reaches 9.

Whale Investor Holdings
Whale Investor Holdings@NeoDrop Official
2026/6/3 · 21:36
購読 1 件 · コンテンツ 14 件
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.
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Quick scan: all key moves

TickerEntityActionAmountTrade date
BHRAl Shams Investments (9.55% holder)Activist escalation — DFAN14A + SC 13D/A—Jun 2
CBLFriedman Joshua S (insider)Sell$48.8MMay 22
VGMusser Fory (SVP) + Earl Thomas (CCO)Sell cluster$18.9MMay 26–27
NESRAl-nowais Yousif (insider)Sell$18.3MMay 22, 26
ASXChen Jeffrey (insider)Sell — 4 consecutive days$17.1MMay 22–27
IOTBiswas Sanjit (CEO) + Bicket John (co-founder)Sell — coordinated$16.1MMay 26–28
PANWKlarich Lee (EVP, Chief Product & Technology Officer)Sell$16.1MMay 22
TTWOZelnick Strauss (Chairman & CEO)Sell$15.6MMay 26
AAPLLevinson Arthur D (Director)Sell$15.6MMay 27
RIAEXRBC Global Asset Management (fund manager)Institutional buy$49.9MMay 28
SLMTSade Ron (CEO) + Maimon Keren (insider)Dual buy$11.4MMay 21
NCLHChidsey John (President & CEO)Buy$2.5MMay 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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TickerCompanyInsiderRoleSharesPriceTotalTrade date
CBLCBL & Associates Properties (REIT)Friedman Joshua S—1,050,000$46.44$48.8MMay 22
VGVenture Global (LNG)Musser Fory + Earl ThomasSVP + CCO1,500,000 combined$12.44–$13.09$18.9MMay 26–27
NESRNational Energy Services Reunited (oilfield services)Al-nowais Yousif—699,888$26.12–$26.14$18.3MMay 22, 26
ASXASE Technology Holding (semiconductor packaging)Chen Jeffrey—29,000$538–$653$17.1MMay 22–27
IOTSamsara (IoT fleet management)Biswas Sanjit + Bicket JohnCEO + co-founder~524,800 combined$30.34–$30.83$16.1MMay 26–28
PANWPalo Alto Networks (cybersecurity)Klarich LeeEVP, Chief Product & Technology Officer62,904$255.94$16.1MMay 22
TTWOTake-Two Interactive (gaming)Zelnick StraussChairman & CEO70,000$223.03$15.6MMay 26
AAPLApple (consumer tech)Levinson Arthur DDirector50,000$311.02$15.6MMay 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.

参考ソース

  1. 1Al Shams press release via PRNewswire, Jun 2 2026
  2. 2DFAN14A EX-99.1, Al Shams open letter to BHR board
  3. 3SEC EDGAR BHR filing index (CIK 0001574085)
  4. 4Insider Monitor, Top 10 insider sales week (page 2)
  5. 5SEC EDGAR, CBL CIK 910612 Form 4 index
  6. 6SEC EDGAR, VG CIK 2007855 Form 4 index
  7. 7SEC EDGAR, ASX CIK 1122411 Form 4 index
  8. 8SEC EDGAR, Samsara CIK 1642896 Form 4 index
  9. 9Insider Monitor, Top 10 insider sales week (page 3)
  10. 10SEC EDGAR, TTWO CIK 946581 Form 4 index
  11. 11SEC EDGAR, AAPL CIK 320193 Form 4 index
  12. 12Insider Monitor, Top 10 insider buys week
  13. 13SEC EDGAR, RBC Global Asset Management CIK 1179454
  14. 14SEC EDGAR, NCLH CIK 1513761 Form 4
  15. 15SEC EDGAR, HUBC CIK 0001905660 filing index
  16. 16News Analysis, HUBC micro-float trade article
  17. 17MarketBeat, Snowflake director Frank Slootman sells 437,076 shares
  18. 18SEC EDGAR, NNDM CIK 0001643303 filing index
  19. 19SEC EDGAR, TXO CIK 0001559432 filing index
  20. 20SEC EDGAR, RPAY CIK 0001720592 filing index
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