ASHFORD HOSPITALITY TRUST ANNOUNCES $17 MILLION ADVISORY FEE WAIVER, SHARE PURCHASE COMMITMENT FROM ASHFORD INC. AND TERMINATION OF ATM PROGRAM

The fee waiver is irrevocable, while missed advisor share purchases require credits against future advisory fees.

Rhea-AI Summary

Ashford Hospitality Trust (NYSE: AHT) announced an approximately $17 million advisory fee waiver alongside an advisor share-purchase commitment and termination of its at-the-market program. Ashford has irrevocably waived base and incentive advisory fees for November 2026 through April 2027; the company expects savings of approximately $2.60 per common share.

Ashford committed to quarterly open-market purchases equal to 2.5% of outstanding common stock, initially approximately 162,000 shares, beginning with the quarter ended September 30, 2026. Each quarter's purchases have a six-month deadline; the first is March 31, 2027. Shortfalls require future advisory fee credits at 150% of the six-month volume-weighted average share price per unpurchased share. The agreement lasts up to three years, subject to ownership limits and earlier termination. Independent directors approved both agreements. The terminated program no longer permits additional common-stock issuance.

4 points · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Approximately $17 million in expected savings from irrevocably waived November 2026–April 2027 advisory fees, approximately $2.60 per common share. 1.4× market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Quarterly advisor purchases of 2.5% of outstanding common stock committed; initial open-market commitment approximately 162,000 shares.
• Minor point. Forward-looking: it has not happened yet and may not happen.Purchase shortfalls require future advisory fee credits at 150% of the six-month volume-weighted average price per unpurchased share.
• Minor pointAt-the-market program terminated, ending additional common-stock issuance through that program.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.Purchase commitment is subject to charter and rights-agreement ownership limits; reaching those limits can end the agreement early.

News Explained

Ashford Hospitality Trust will not issue or sell shares directly to Ashford Inc. under the purchase agreement; Ashford Inc.’s committed purchases are in the open market, not new shares issued by the company.

Argus 15 min delay 52 alerts

+34.72% vs previous close $2.41 last price 55.6x rel. volume Open Argus

Details

Market move: AHT +34.72% vs previous close. advisory fee waiver

+25.4% Peak in 41 min

$1.77 – $2.45 Day Range

$15.60M Mkt Cap at Last Price

On Oct 20, the day this news came out, the latest delayed price for AHT is 34.72% above the previous close. Argus tracked a peak move of +25.4% during the session. Our momentum scanner has recorded 52 alerts for this stock so far that day. The latest delayed price is $2.41. Relative volume is exceptionally heavy at 55.6x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Advisory fee waiver: Approximately $17 million Estimated savings per common share: Approximately $2.60 Quarterly share purchase commitment: 2.5% of outstanding common stock +3 more

Advisory fee waiver

Approximately $17 million

Fees waived for services during November 2026 through April 2027

Estimated savings per common share

Approximately $2.60

Company estimate for the advisory fee waiver

Quarterly share purchase commitment

2.5% of outstanding common stock

Open-market purchases for each calendar quarter

Initial quarterly purchase commitment

Approximately 162,000 shares

Based on approximately 6.47 million shares outstanding

Shortfall fee credit

150% of the volume-weighted average price per unpurchased share

Credit against future advisory fees if a quarterly purchase is incomplete

Share purchase agreement term

Up to three years

May end earlier in specified circumstances, including when ownership limits are reached

Key Terms

at-the-market offerings, rule 10b5-1, volume-weighted average price

3 terms

at-the-market offerings financial

"under which the Company could sell its common stock in at-the-market offerings."

An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.

rule 10b5-1 regulatory

"a trading plan intended to comply with Rule 10b5-1 under the Securities Exchange Act"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

volume-weighted average price financial

"equal to 150% of the volume-weighted average price of the common stock"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

DALLAS, Oct. 20, 2026 /PRNewswire/ -- Ashford Hospitality Trust, Inc. (NYSE: AHT or the "Company") today announced that its advisor, Ashford Inc., has agreed to waive approximately $17 million of advisory fees that would otherwise be earned over the next six months and to purchase 2.5% of the Company's outstanding common stock in the open market each quarter, and that the Company has terminated its at-the-market equity offering program. The fee waiver and the share purchase agreement were approved by the independent members of the Company's Board of Directors. These actions are intended to strengthen the Company's liquidity and further align the interests of its advisor with those of its stockholders.

"The independent directors approached these agreements with two goals: improve the Company's liquidity and put our advisor's capital alongside our stockholders'," said Amish Gupta, Vice Chairman and Lead Independent Director. "The fee waiver keeps approximately $17 million in the Company over the next six months. The share purchase agreement goes further. Ashford Inc. has committed to buy our common stock every quarter, and if it falls short, it owes the Company a fee credit worth 150% of the volume weighted average price for every share it did not buy. That structure ties our advisor's interests directly to those of our common stockholders."

"Ashford Inc. has advised Ashford Trust since 2014, and we are committed to its long-term success," said Hector Sanchez, President of Ashford Inc. "These agreements put that commitment in concrete terms. We are forgoing six months of fees and investing our own capital in Ashford Trust's common stock every quarter, alongside its stockholders."

Advisory Fee Waiver

Ashford Inc. has irrevocably waived the base and incentive advisory fees that would otherwise accrue for advisory services provided during the six-month period from November 2026 through April 2027. The waived fees will not become payable at any time. The Company expects the waiver to save approximately $17 million, or approximately $2.60 per common share.

Share Purchase Agreement

Under a share purchase agreement entered into today, Ashford Inc. has committed to purchase, in the open market, a number of shares of the Company's common stock equal to 2.5% of the Company's outstanding common stock for each calendar quarter, beginning with the quarter ended September 30, 2026. Based on the approximately 6.47 million shares of common stock currently outstanding, the initial quarterly commitment equals approximately 162,000 shares. Ashford Inc. has six months after the end of each quarter to complete that quarter's purchases, so purchases for the quarter ended September 30, 2026 must be completed by March 31, 2027. If it does not purchase the full amount within that period, Ashford Inc. must provide the Company with a credit against future advisory fees equal to 150% of the volume-weighted average price of the common stock over that six-month period for each share not purchased.

Ashford Inc. will make purchases under a trading plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934 or during open trading windows, in each case in accordance with applicable securities laws. The Company will not issue or sell any shares directly to Ashford Inc. under the agreement. Purchases are subject to the ownership limits in the Company's charter and its rights agreement, and the agreement has a term of up to three years, ending earlier in certain circumstances, including when Ashford Inc. reaches those limits.

Termination of At-the-Market Program

The Company has terminated its equity distribution agreement with Virtu Americas LLC, dated April 11, 2022, under which the Company could sell its common stock in at-the-market offerings. The Company no longer has an at-the-market program through which it could issue additional common stock.

Additional information regarding the fee waiver and the share purchase agreement will be included in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

*  *  *  *  *

Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.

Forward-Looking Statements

Certain statements and assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the federal securities regulations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: our business and investment strategy; the expected savings from the advisory fee waiver; the timing, number and prices of any purchases of our common stock by Ashford Inc. and the amount of any fee credits under the share purchase agreement; our ability to maintain the listing of our common stock on the New York Stock Exchange; anticipated or expected purchases, sales or dispositions of assets; our projected operating results; completion of any pending transactions; our ability to restructure existing property-level indebtedness; our ability to secure additional financing to enable us to operate our business; our understanding of our competition; projected capital expenditures; and the impact of technology on our operations and business. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. These and other risk factors are more fully discussed in the Company's filings with the SEC.

The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We will not publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise except to the extent required by law.

View original content:https://www.prnewswire.com/news-releases/ashford-hospitality-trust-announces-17-million-advisory-fee-waiver-share-purchase-commitment-from-ashford-inc-and-termination-of-atm-program-302914695.html

SOURCE Ashford Hospitality Trust, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much will Ashford Hospitality Trust save from the advisory fee waiver?

Ashford Hospitality Trust expects to save approximately $17 million, or approximately $2.60 per common share. The irrevocable waiver covers base and incentive advisory fees for services provided from November 2026 through April 2027. Those waived fees will never become payable.

When must Ashford complete its first AHT share purchases?

Ashford must complete purchases for the quarter ended September 30, 2026 by March 31, 2027. The initial quarterly commitment is approximately 162,000 shares. Each quarter's commitment equals 2.5% of outstanding common stock, with six months after quarter-end to complete purchases.

How will Ashford buy AHT shares under the share purchase agreement?

Ashford will buy shares in the open market under a trading plan intended to comply with Rule 10b5-1 or during open trading windows, in accordance with applicable securities laws. Ashford Hospitality Trust will not issue or sell shares directly to its advisor under the agreement.