Ashford Hospitality Tr Inc SEC Filings

Ashford Hospitality Trust has extended its Highland mortgage loan secured by 18 hotels. As part of the extension, the company paid down the loan by $10 million, bringing the current balance to $723.6 million, or about 65% of the portfolio’s appraised value, with a new final maturity date of July 9, 2026.

To preserve liquidity while it evaluates strategic alternatives, Ashford has suspended all preferred stock dividends. This suspension includes dividends that had already been declared for holders of its Series D, F, G, H, I, J, K, L and M preferred stock as of December 31, 2025, which were scheduled to be paid on January 15, 2026. The company states that previously declared but unpaid dividends are intended to be paid as soon as reasonably practicable and will continue to accrue under the terms of each preferred series, while decisions on future dividends will be made quarterly.

Ashford Hospitality Trust, Inc. filed a prospectus supplement linked to an existing offering of 11,200,000 shares of Series L and 4,800,000 shares of Series M redeemable preferred stock, each with a $25.00 per share liquidation preference. The supplement primarily updates investors by attaching the company’s latest current report on Form 8-K.

The attached 8-K explains that Ashford’s external advisor has delivered notice exercising its contractual right to extend the Third Amended and Restated Advisory Agreement for an additional ten-year term, running from January 14, 2031 through January 14, 2041. All existing terms remain in effect during this extended period, although the parties retain the right under the agreement to renegotiate the advisory base and incentive fees.

Ashford Hospitality Trust, Inc. disclosed that its external advisor, Ashford Inc. together with Ashford Hospitality Advisors LLC, has elected to extend the term of their Third Amended and Restated Advisory Agreement. The advisor delivered an extension notice on December 23, 2025, exercising its contractual right to add an additional ten-year term.

The extended term will run from January 14, 2031 through January 14, 2041, keeping the existing advisory relationship in place for a significantly longer period. All current terms, conditions, rights and obligations under the agreement will continue during the extended term, while Section 6.5 preserves the ability of the parties to renegotiate the Base Fee or Incentive Fee paid by the company.

Ashford Hospitality Trust, Inc. is offering up to 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock, each with a $25.00 per share liquidation preference, under an ongoing prospectus that this supplement updates.

The supplement attaches a current report describing the completed sale of the 226-room Le Pavillon hotel in New Orleans by an indirect subsidiary to 833 Poydras St. Prime Property, LLC for $42.5 million in cash, subject to customary prorations and adjustments. The company also provides unaudited pro forma financial information for the nine months ended September 30, 2025 and the year ended December 31, 2024 as an exhibit.

The preferred stock has no public trading market, may be illiquid, and is not rated, so investors face the risks associated with non-rated, thinly traded securities.

Ashford Hospitality Trust, Inc. completed the sale of the 226-room Le Pavillon hotel in New Orleans, Louisiana, through its indirect subsidiary Ashford Le Pavillon LP. The hotel was sold to 833 Poydras St. Prime Property, LLC for $42.5 million in cash, subject to customary prorations and adjustments. The company also provided unaudited pro forma financial information for the nine months ended September 30, 2025 and for the year ended December 31, 2024 to show how this disposition would have affected its historical financial results.

Ashford Hospitality Trust Inc. filed an initial insider ownership report for an executive officer. The reporting person serves as Executive Vice President, General Counsel and Secretary and is filing individually. As of the event date of 12/16/2025, the filing states that no securities of Ashford Hospitality Trust Inc. are beneficially owned by this officer.

Ashford Hospitality Trust, Inc. adopted a tax benefits preservation rights plan by declaring a dividend of one preferred share purchase right for each outstanding share of common stock. Each right initially allows the holder to buy one one-thousandth of a share of Series N Junior Participating Preferred Stock at $20.00 per one one-thousandth of a share, subject to adjustment. The dividend is payable to common stockholders of record at 5:00 p.m. New York City time on December 26, 2025, and the rights plan became effective at 5:00 p.m. on December 15, 2025.

The plan is intended to help prevent a substantial limitation on the company’s ability to use its tax benefits under Section 382 of the Internal Revenue Code. A person or group generally becomes an Acquiring Person at 4.99% or more beneficial ownership of any class of Company Securities, subject to specified exceptions and possible exemptions granted by the board. If this threshold is crossed, other holders gain the right to purchase common or Series N preferred shares with a market value of twice the exercise price, and similar protections apply if the company is later acquired or sells at least 50% of its consolidated assets or earning power.

The rights are not exercisable until a Distribution Date tied to these trigger events and expire at the earliest of 5:00 p.m. New York City time on December 14, 2026, the effective repeal of Section 382 if the board deems the plan unnecessary, or the first taxable year in which the board determines no tax benefits can be carried forward, unless earlier redeemed or exchanged. Before any flip-in event, the board may redeem all rights for $0.0001 per right, and after a flip-in event it may exchange rights for common or Series N preferred shares at one share (or equivalent fractional preferred share) per right, with the option to provide cash or indebtedness instead if needed to keep ownership below the 4.99% threshold.