Ashford Hospitality Trust (NYSE: AHT) turns profit but flags going concern risk
Ashford Hospitality Trust, Inc. reported a sharp accounting turnaround for the quarter ended June 30, 2026, driven largely by asset sales and derecognitions. Total revenue was $273.2 million versus $302.0 million a year earlier, reflecting a smaller hotel portfolio after multiple 2025–2026 dispositions. Despite lower revenue, the company recorded net income of $129.4 million, compared with a net loss of $32.4 million in the prior-year quarter, mainly due to $150.0 million of gains on hotel sales and $6.8 million of gains on derecognition of assets.
Year‑to‑date, net income was $63.9 million versus a loss of $54.6 million, even after $112.6 million of impairment charges on nine properties tied to reduced holding periods. Operating cash flow improved to $22.1 million for the first half from negative $8.6 million a year earlier. The company used strong sale proceeds of $592.8 million to reduce indebtedness from $2.56 billion to $1.99 billion. However, management disclosed substantial doubt about its ability to continue as a going concern, citing $945.2 million of non‑recourse loans maturing within one year, a default and acceleration notice on a $325 million JPM8 loan, and a potential change‑of‑control termination fee under its advisory agreement. Common equity remains negative at $(570.9) million, and cumulative preferred dividends are in arrears after suspension to preserve liquidity.
Positive
- Net income swung to $129.4 million for Q2 2026 from a $32.4 million loss a year earlier, and to $63.9 million year‑to‑date from a $54.6 million loss.
- Operating cash flow for the first half improved to $22.1 million from $(8.6) million, reflecting better cash generation after portfolio changes.
- Hotel dispositions generated $250.1 million of gains and $592.8 million of net sale proceeds, supporting deleveraging.
- Total indebtedness declined from $2.57 billion to $1.99 billion at June 30, 2026, materially reducing balance sheet leverage.
Negative
- Management states there is substantial doubt about the company’s ability to continue as a going concern within one year due to liquidity and debt pressures.
- The company has $945.2 million of non‑recourse loans maturing within one year, raising significant refinancing and foreclosure risk.
- It recorded $112.6 million of impairment charges on nine properties in the first half of 2026, signaling weaker expected cash flows.
- A $325 million JPM8 mortgage loan is in default and has been accelerated, with immediate payment demanded by the lender.
- Common stockholders’ equity remains deeply negative at $(570.9) million, indicating high financial risk.
- Preferred dividends were suspended, with dividends on five series now in arrears, underscoring liquidity strain and cash conservation.
Filing Explained
As of August 7, a $525.0 million mortgage had been refinanced, but transferred hotels’ related debt still awaited final lender resolution.
As an unaudited quarterly report, this Form 10-Q records the company’s
The new mortgage changes the reported debt’s maturity and interest terms, while its extension options remain conditional rather than committed.
Separately, receivers transferred two KEYS-pool hotels on
For existing common holders, these disclosures leave the structural picture mixed: one property-level loan has been refinanced, but additional hotel transfers are reported without a stated release of the related debt. The next material checkpoints are the conditions attached to the new loan’s extension options and the final lender resolution for the transferred properties.
Key Figures
Q2 2026 Total Revenue: $273,240 (thousand)
Q2 2026 Net Income: $129,381 (thousand)
YTD 2026 Operating Cash Flow: $22,124 (thousand)
+5 more
8 metrics
Q2 2026 Total Revenue
$273,240 (thousand)
Three months ended June 30, 2026 total revenue
Q2 2026 Net Income
$129,381 (thousand)
Net income for three months ended June 30, 2026
YTD 2026 Operating Cash Flow
$22,124 (thousand)
Net cash provided by operating activities for six months ended June 30, 2026
Impairment Charges H1 2026
$112,649 (thousand)
Impairment charges on nine hotel properties in first half 2026
Gains on Dispositions H1 2026
$250,076 (thousand)
Gain on disposition of assets and hotel properties for six months ended June 30, 2026
Total Indebtedness June 30, 2026
$1,987,282 (thousand)
Gross indebtedness before discounts and costs at June 30, 2026
Debt Associated with Hotels in Receivership
$273,971 (thousand)
Debt tied to hotels in receivership at June 30, 2026
Total Stockholders’ Equity
$(570,885) (thousand)
Company stockholders’ equity (deficit) at June 30, 2026
Key Terms
going concern, variable interest entity, impairment charges, derecognition of assets, +2 more
6 terms
going concern financial
"The Company’s ability to continue as a going concern is dependent upon its ability to improve the profitability"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
variable interest entity financial
"Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance."
A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.
impairment charges financial
"we recorded impairment charges on nine properties totaling $112.6 million."
Impairment charges are one-time accounting write-downs taken when a company decides an asset — like a factory, brand, patent, or investment — is worth less than it was recorded for. Like marking down the price of a damaged item on a store shelf, they reduce reported profits and the asset’s book value; investors watch them because they can signal lasting business problems or change future earnings and balance-sheet strength.
derecognition of assets financial
"Gain (loss) on derecognition of assets | 6,828 | 9,900 | 14,618 | 19,946"
non-recourse loans financial
"We have $945.2 million of non-recourse loans that mature within one year from the date the financial statements are issued."
A non-recourse loan is a loan where the lender can seize only the specific collateral backing the debt and cannot pursue the borrower’s other assets or income if the collateral’s value doesn’t cover the balance. Think of it like financing a car where, if you default, the bank can only take the car and cannot take your house or wages. Investors care because non-recourse debt limits borrower liability, changes the risk profile of an investment, and influences how much lenders will lend and at what interest rate.
interest rate caps and floors financial
"We use interest rate caps and floors to hedge our debt and cash flows, which are recorded at fair value."
Earnings Snapshot
Total Revenue Q2 2026: $273,240 (thousand)
Quarter and six months ended June 30, 2026
Total Revenue Q2 2026
$273,240 (thousand)
Down from $302,001 (thousand) in Q2 2025
Net Income Q2 2026
$129,381 (thousand)
Improved from net loss of $(32,439) (thousand) in Q2 2025
Net Income H1 2026
$63,924 (thousand)
Improved from net loss of $(54,637) (thousand) in H1 2025
Operating Cash Flow H1 2026
$22,124 (thousand)
Improved from $(8,648) (thousand) in H1 2025
FAQ
How did Ashford Hospitality Trust (AHT) perform financially in Q2 2026?
Ashford Hospitality Trust reported Q2 2026 net income of $129.4 million versus a $32.4 million loss a year earlier, on $273.2 million of revenue. The improvement was driven mainly by $150.0 million of gains on hotel property sales and asset derecognitions.
What liquidity and going concern risks does AHT disclose in this 10-Q?
The company discloses substantial doubt about its ability to continue as a going concern, citing $945.2 million of non‑recourse loans maturing within one year, a $325 million defaulted JPM8 loan, and a potential advisory agreement termination fee.
How much debt did Ashford Hospitality Trust repay or reduce in the first half of 2026?
Total indebtedness fell from $2.57 billion at December 31, 2025 to $1.99 billion at June 30, 2026. The reduction was funded largely by $592.8 million of net proceeds from hotel dispositions and related loan paydowns and refinancings.
What impairment charges did AHT record in the first half of 2026?
Ashford recorded $112.6 million of impairment charges on nine hotel properties in the first half of 2026. These charges reflected reduced estimated future cash flows and shorter expected holding periods, including a $31.0 million charge on Hilton Parsippany.
What is happening with Ashford Hospitality Trust’s preferred dividends?
On January 13, 2026, Ashford suspended preferred dividends to preserve liquidity, including previously declared payments. As of June 30, 2026, dividends on its Series D, F, G, H and I Cumulative Preferred Stock are in arrears, with specific amounts by series disclosed.
How much cash flow did AHT generate from operations in the first half of 2026?
Net cash provided by operating activities was $22.1 million for the six months ended June 30, 2026, compared with $(8.6) million in the prior‑year period, reflecting stronger cash collections, portfolio changes, and working capital movements.
How many hotels did Ashford Hospitality Trust sell in 2026 and at what aggregate gain?
In the first half of 2026, Ashford sold or disposed of 14 named hotels plus other assets, generating $250.1 million of aggregate gains on disposition. Major individual sales included Hyatt Regency Savannah and Hilton St. Petersburg Bayfront.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ________________ to ________________
Commission file number: 001-31775
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS employer identification number) | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
(972 ) 490-9600
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| ☑ | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Common Stock, $0.01 par value per share | ||||||||
| (Class) | Outstanding at August 10, 2026 | |||||||
ASHFORD HOSPITALITY TRUST, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION | |||||
ITEM 1. FINANCIAL STATEMENTS (unaudited) | |||||
Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 | 2 | ||||
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 | 3 | ||||
Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2026 and 2025 | 4 | ||||
Consolidated Statements of Equity (Deficit) for the Three and Six Months Ended June 30, 2026 and 2025 | 5 | ||||
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 | 10 | ||||
Notes to Consolidated Financial Statements | 12 | ||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 47 | ||||
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 67 | ||||
ITEM 4. CONTROLS AND PROCEDURES | 67 | ||||
PART II. OTHER INFORMATION | |||||
ITEM 1. LEGAL PROCEEDINGS | 67 | ||||
ITEM 1A. RISK FACTORS | 68 | ||||
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 69 | ||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES | 69 | ||||
ITEM 4. MINE SAFETY DISCLOSURES | 69 | ||||
ITEM 5. OTHER INFORMATION | 69 | ||||
ITEM 6. EXHIBITS | 69 | ||||
SIGNATURES | 71 | ||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share amounts)
| June 30, 2026 | December 31, 2025 | |||||||||||||
| ASSETS | ||||||||||||||
Investments in hotel properties, gross ($ | $ | $ | ||||||||||||
Accumulated depreciation ($( | ( | ( | ||||||||||||
Investments in hotel properties, net ($ | ||||||||||||||
| Contract asset | ||||||||||||||
Cash and cash equivalents ($ | ||||||||||||||
Restricted cash ($ | ||||||||||||||
Accounts receivable ($ | ||||||||||||||
Inventories ($ | ||||||||||||||
| Notes receivable, net | ||||||||||||||
| Investments in unconsolidated entities | ||||||||||||||
Deferred costs, net ($ | ||||||||||||||
| Derivative assets | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
Prepaid expenses and other assets ($ | ||||||||||||||
| Due from related parties, net | ||||||||||||||
| Due from third-party hotel managers | ||||||||||||||
| Assets held for sale | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY/DEFICIT | ||||||||||||||
| Liabilities: | ||||||||||||||
Indebtedness, net ($ | $ | $ | ||||||||||||
| Debt associated with hotels in receivership | ||||||||||||||
| Finance lease liability | ||||||||||||||
Accounts payable and accrued expenses ($ | ||||||||||||||
Accrued interest payable ($ | ||||||||||||||
| Accrued interest associated with hotels in receivership | ||||||||||||||
Dividends and distributions payable | ||||||||||||||
Due to Ashford Inc., net | ||||||||||||||
Due to related parties, net ($ | ||||||||||||||
Due to third-party hotel managers | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
Other liabilities ($ | ||||||||||||||
| Liabilities related to assets held for sale | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (note 14) | ||||||||||||||
| Redeemable noncontrolling interests in operating partnership | ||||||||||||||
Series J Redeemable Preferred Stock, $ | ||||||||||||||
Series K Redeemable Preferred Stock, $ | ||||||||||||||
Series L Redeemable Preferred Stock, $ | ||||||||||||||
Series M Redeemable Preferred Stock, $ | ||||||||||||||
| Equity (deficit): | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Series D Cumulative Preferred Stock, | ||||||||||||||
Series F Cumulative Preferred Stock, | ||||||||||||||
Series G Cumulative Preferred Stock, | ||||||||||||||
Series H Cumulative Preferred Stock, | ||||||||||||||
Series I Cumulative Preferred Stock, | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total stockholders’ equity (deficit) of the Company | ( | ( | ||||||||||||
| Noncontrolling interest in consolidated entities | ||||||||||||||
| Total equity (deficit) | ( | ( | ||||||||||||
| Total liabilities and equity/deficit | $ | $ | ||||||||||||
See Notes to Consolidated Financial Statements.
2
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| REVENUE | |||||||||||||||||||||||||||||
Rooms | $ | $ | $ | $ | |||||||||||||||||||||||||
Food and beverage | |||||||||||||||||||||||||||||
Other hotel revenue | |||||||||||||||||||||||||||||
Total hotel revenue | |||||||||||||||||||||||||||||
Other | |||||||||||||||||||||||||||||
Total revenue | |||||||||||||||||||||||||||||
| EXPENSES | |||||||||||||||||||||||||||||
Hotel operating expenses: | |||||||||||||||||||||||||||||
Rooms | |||||||||||||||||||||||||||||
Food and beverage | |||||||||||||||||||||||||||||
Other expenses | |||||||||||||||||||||||||||||
Management fees | |||||||||||||||||||||||||||||
Total hotel expenses | |||||||||||||||||||||||||||||
Property taxes, insurance and other | |||||||||||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||||||||
Impairment charges | |||||||||||||||||||||||||||||
Advisory services fee | |||||||||||||||||||||||||||||
Corporate, general and administrative | |||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||
Gain (loss) on disposition of assets and hotel properties | |||||||||||||||||||||||||||||
Gain (loss) on derecognition of assets | |||||||||||||||||||||||||||||
| OPERATING INCOME (LOSS) | |||||||||||||||||||||||||||||
Equity in earnings (loss) of unconsolidated entities | ( | ( | |||||||||||||||||||||||||||
Interest income | |||||||||||||||||||||||||||||
Other income (expense) | |||||||||||||||||||||||||||||
| Interest expense and amortization of discounts and loan costs | ( | ( | ( | ( | |||||||||||||||||||||||||
| Interest expense associated with hotels in receivership | ( | ( | ( | ( | |||||||||||||||||||||||||
Write-off of premiums, loan costs and exit fees | ( | ( | ( | ( | |||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | ( | ( | ( | ( | |||||||||||||||||||||||||
| Realized and unrealized gain (loss) on derivatives | ( | ( | |||||||||||||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | ( | ( | |||||||||||||||||||||||||||
Income tax (expense) benefit | ( | ( | ( | ( | |||||||||||||||||||||||||
| NET INCOME (LOSS) | ( | ( | |||||||||||||||||||||||||||
| (Income) loss attributable to noncontrolling interest in consolidated entities | |||||||||||||||||||||||||||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | ( | ( | |||||||||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | ( | ( | |||||||||||||||||||||||||||
| Preferred dividends | ( | ( | ( | ( | |||||||||||||||||||||||||
| Deemed dividends on redeemable preferred stock | ( | ( | ( | ( | |||||||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| INCOME (LOSS) PER SHARE - BASIC AND DILUTED | |||||||||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Weighted average common shares outstanding – basic | |||||||||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Weighted average common shares outstanding – diluted | |||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
3
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||||||||
Total other comprehensive income (loss) | |||||||||||||||||||||||||||||
Comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||
Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities | |||||||||||||||||||||||||||||
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership | ( | ( | |||||||||||||||||||||||||||
Comprehensive income (loss) attributable to the Company | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
4
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)
(unaudited, in thousands except per share amounts)
| Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests in Consolidated Entities | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series D | Series F | Series G | Series H | Series I | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Costs for issuances of common shares | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment – preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Redeemable Noncontrolling Interests in Operating Partnership | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series J | Series K | Series L | Series M | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Costs for issuances of common shares | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment – preferred stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
5
| Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests in Consolidated Entities | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series D | Series F | Series G | Series H | Series I | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Costs for issuances of common shares | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series D ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series F ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series G ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series H ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series I ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series J ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series K ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series L ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series M ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – Stirling OP | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuances of Stirling OP common units | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption value adjustment – preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption of preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contributions from noncontrolling interests | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6
| Preferred Stock | Redeemable Noncontrolling Interests in Operating Partnership | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series J | Series K | Series L | Series M | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Costs for issuances of common shares | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series D ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series F ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series G ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series H ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series I ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series J ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series K ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series L ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series M ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – Stirling OP | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Issuances of Stirling OP common units | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment – preferred stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of preferred stock | ( | ( | ( | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Contributions from noncontrolling interests | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest in Consolidated Entities | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series D | Series F | Series G | Series H | Series I | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of common stock | — | — | — | — | — | — | — | — | — | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Costs for issuances of common shares | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Costs for issuances of preferred shares | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption/conversion of operating partnership units | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption of operating partnership units for cash | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment – preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7
| Preferred Stock | Redeemable Noncontrolling Interests in Operating Partnership | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series J | Series K | Series L | Series M | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of common stock | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Costs for issuances of common shares | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Costs for issuances of preferred shares | — | ( | — | ( | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Redemption/conversion of operating partnership units | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Redemption of operating partnership units for cash | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment – preferred stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest in Consolidated Entities | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series D | Series F | Series G | Series H | Series I | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of common stock | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Costs for issuances of common shares | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series D ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series F ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series G ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series H ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series I ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series J ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series K ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series L ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series M ($ | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – Stirling OP | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuances of Stirling OP common units | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption value adjustment – preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption of preferred stock | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contributions from noncontrolling interests | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
8
| Preferred Stock | Redeemable Noncontrolling Interests in Operating Partnership | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series J | Series K | Series L | Series M | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of common stock | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Costs for issuances of common shares | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series D ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series F ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series G ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series H ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series I ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series J ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series K ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series L ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – preferred stock – Series M ($ | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared – Stirling OP | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuances of Stirling OP common units | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption value adjustment – preferred stock | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of preferred stock | ( | ( | ( | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contributions from noncontrolling interests | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
9
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| Cash Flows from Operating Activities | |||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | ||||||||||||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Impairment charges | |||||||||||||||||||||||||||||
| Amortization of intangibles | ( | ( | |||||||||||||||||||||||||||
| Recognition of deferred income | ( | ( | |||||||||||||||||||||||||||
| Bad debt expense | |||||||||||||||||||||||||||||
| Deferred income tax expense (benefit) | ( | ( | |||||||||||||||||||||||||||
| Equity in (earnings) loss of unconsolidated entities | |||||||||||||||||||||||||||||
(Gain) loss on disposition of assets and hotel properties | ( | ( | |||||||||||||||||||||||||||
(Gain) loss on derecognition of assets | ( | ( | |||||||||||||||||||||||||||
| (Gain) loss on extinguishment of debt | |||||||||||||||||||||||||||||
| Realized and unrealized (gain) loss on derivatives | ( | ||||||||||||||||||||||||||||
| Amortization of loan costs, discounts and capitalized default interest and write-off of premiums, loan costs and exit fees | |||||||||||||||||||||||||||||
| Equity-based compensation | |||||||||||||||||||||||||||||
Gain on sale of historical tax credits | ( | ||||||||||||||||||||||||||||
Interest income paid-in-kind | ( | ( | |||||||||||||||||||||||||||
Interest expense paid-in-kind | |||||||||||||||||||||||||||||
| Changes in operating assets and liabilities, exclusive of the effect of dispositions of assets and hotel properties and derecognition of assets: | |||||||||||||||||||||||||||||
| Accounts receivable and inventories | ( | ( | |||||||||||||||||||||||||||
| Prepaid expenses and other assets | |||||||||||||||||||||||||||||
| Accounts payable and accrued expenses and accrued interest payable | |||||||||||||||||||||||||||||
Accrued interest associated with hotels in receivership | |||||||||||||||||||||||||||||
| Due to/from related parties | ( | ( | |||||||||||||||||||||||||||
| Due to/from third-party hotel managers | |||||||||||||||||||||||||||||
| Due to/from Ashford Inc., net | ( | ||||||||||||||||||||||||||||
| Operating lease liabilities | ( | ( | |||||||||||||||||||||||||||
| Operating lease right-of-use assets | |||||||||||||||||||||||||||||
| Other liabilities | ( | ( | |||||||||||||||||||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||||||||||||||||||||
| Cash Flows from Investing Activities | |||||||||||||||||||||||||||||
| Improvements and additions to hotel properties | ( | ( | |||||||||||||||||||||||||||
| Net proceeds from disposition of assets and hotel properties | |||||||||||||||||||||||||||||
| Net proceeds from sale of historical tax credits | |||||||||||||||||||||||||||||
| Proceeds from notes receivable | |||||||||||||||||||||||||||||
Issuance of note receivable | ( | ||||||||||||||||||||||||||||
| Proceeds from property insurance | |||||||||||||||||||||||||||||
| Cash removed on derecognition of hotel property | ( | ||||||||||||||||||||||||||||
| Net cash provided by (used in) investing activities | |||||||||||||||||||||||||||||
(Continued) | |||||||||||||||||||||||||||||
10
| Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| Cash Flows from Financing Activities | |||||||||||||||||||||||||||||
| Borrowings on indebtedness | |||||||||||||||||||||||||||||
| Repayments of indebtedness | ( | ( | |||||||||||||||||||||||||||
| Payments for loan costs and exit fees | ( | ( | |||||||||||||||||||||||||||
| Payments for dividends and distributions | ( | ||||||||||||||||||||||||||||
| Purchases of common stock | ( | ( | |||||||||||||||||||||||||||
Redemption of operating partnership units | ( | ||||||||||||||||||||||||||||
| Payments for derivatives | ( | ( | |||||||||||||||||||||||||||
| Proceeds from derivatives | |||||||||||||||||||||||||||||
| Proceeds from preferred stock offerings | |||||||||||||||||||||||||||||
Costs for issuances of common shares | ( | ||||||||||||||||||||||||||||
| Payments on finance lease liabilities | ( | ( | |||||||||||||||||||||||||||
| Issuance of Stirling OP common units | |||||||||||||||||||||||||||||
Contributions from noncontrolling interests | |||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | ( | ||||||||||||||||||||||||||||
| Net cash provided by (used in) financing activities | ( | ( | |||||||||||||||||||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash (including cash, cash equivalents and restricted cash held for sale) | ( | ||||||||||||||||||||||||||||
Cash, cash equivalents and restricted cash at beginning of period (including cash, cash equivalents and restricted cash held for sale) | |||||||||||||||||||||||||||||
Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale) | $ | $ | |||||||||||||||||||||||||||
| Supplemental Cash Flow Information | |||||||||||||||||||||||||||||
| Interest paid | $ | $ | |||||||||||||||||||||||||||
| Income taxes paid (refunded) | ( | ( | |||||||||||||||||||||||||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||||||||||||||||||||||||||||
| Accrued but unpaid capital expenditures | $ | $ | |||||||||||||||||||||||||||
| Non-cash loan principal associated with default interest and late charges | |||||||||||||||||||||||||||||
| Non-cash preferred stock dividends | |||||||||||||||||||||||||||||
| Unsettled proceeds from derivatives | |||||||||||||||||||||||||||||
Non-cash derecognition of assets | |||||||||||||||||||||||||||||
Dividends and distributions declared but not paid | |||||||||||||||||||||||||||||
| Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | |||||||||||||||||||||||||||||
| Cash and cash equivalents at beginning of period | $ | $ | |||||||||||||||||||||||||||
| Restricted cash at beginning of period | |||||||||||||||||||||||||||||
Cash, cash equivalents and restricted cash at beginning of period | $ | $ | |||||||||||||||||||||||||||
| Cash and cash equivalents at beginning of period included in assets held for sale | |||||||||||||||||||||||||||||
| Restricted cash at beginning of period included in assets held for sale | |||||||||||||||||||||||||||||
Cash, cash equivalents and restricted cash at beginning of period (including cash, cash equivalents and restricted cash held for sale) | $ | $ | |||||||||||||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||||||||||||||||||||
| Restricted cash at end of period | |||||||||||||||||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||||||||||||||||||||
| Cash and cash equivalents at end of period included in assets held for sale | |||||||||||||||||||||||||||||
| Restricted cash at end of period included in assets held for sale | |||||||||||||||||||||||||||||
| Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale) | $ | $ | |||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
11
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization and Description of Business
Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”). While our portfolio currently consists of upscale hotels and upper upscale full-service hotels, our investment strategy is predominantly focused on investing in upper upscale full-service hotels in the United States that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average, and in all methods including direct real estate, equity and debt. We currently anticipate future investments will predominantly be in upper upscale hotels. We own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. Terms such as “the Company,” “we,” “us” or “our” refer to Ashford Hospitality Trust, Inc. and, as the context may require, all entities included in its consolidated financial statements.
Our hotel properties are primarily branded under the widely recognized upscale and upper upscale brands of Hilton, Hyatt, Marriott and Intercontinental Hotel Group. As of June 30, 2026, we held interests in the following assets:
•52 consolidated operating hotel properties, which represent 13,241 total rooms;
•one consolidated operating hotel property, which represents 188 total rooms through a 29.3 %-owned investment in a consolidated entity; and
•an investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage (the “Meritage Investment”) in Napa, California, with a carrying value of approximately $7.1 million.
For U.S. federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of June 30, 2026, our 53 operating hotel properties were leased by our wholly-owned or majority-owned subsidiaries, which are treated as taxable REIT subsidiaries for U.S. federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations.
We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through the Fourth Amended and Restated Advisory Agreement with Ashford LLC (as amended, the “Advisory Agreement”). Our 53 operating hotel properties in our consolidated portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.
We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages 36 of our 53 operating hotel properties. Third-party management companies manage the remaining hotel properties.
Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, design and construction services, debt placement and related services, audiovisual services, real estate advisory and brokerage services, insurance policies covering general liability, workers’ compensation and business automobile claims and insurance claims services, hypoallergenic premium rooms, watersport activities, broker-dealer and distribution services and cash management services.
12
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
2. Significant Accounting Policies
Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned joint ventures in which it has a controlling interest. All inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2025 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 23, 2026.
Going Concern—The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of June 30, 2026, the Company held cash and cash equivalents of $75.0 million and restricted cash of $137.0 million (including amounts held for sale). During the six months ended June 30, 2026, the net decrease in cash, cash equivalents and restricted cash (including cash, cash equivalents and restricted cash held for sale) was $4.5 million.
The Company forecasts it may not have enough cash to support the Company’s daily operations one year from the date the financial statements are issued due primarily to anticipated debt service costs, debt maturities and the potential termination fee the Company would owe to Ashford LLC upon the triggering of the change of control provision in the Advisory Agreement. We have $945.2 million of non-recourse loans that mature within one year from the date the financial statements are issued. If our lenders elect not to refinance these loans and foreclose on these properties and the Company’s Annualized Portfolio Cash Flow (as defined in the Advisory Agreement) is below $65 million, the change of control provision in the Advisory Agreement could be triggered at Ashford LLC’s discretion within one year from the date the financial statements are issued, resulting in a termination fee. See discussion in note 13.
We are taking several steps to reduce our cash utilization and potentially raise additional capital. The Company’s ability to continue as a going concern is dependent upon its ability to improve the profitability of its operations, refinance or extend the maturity of our loans and increase our cash position from the sale of certain hotel properties. While the Company believes in the viability of its strategy, GAAP requires that in making this determination the Company cannot consider any remedies outside of the Company’s control which have not been fully implemented. As such, the Company could not consider future potential fundraising activities, whether through equity or debt offerings or dispositions of hotel properties as we could not conclude they were probable of being effectively implemented.
Based on these factors, the Company has determined that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
Variable Interest Entities—Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including, but not limited to, operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly owned subsidiary, Ashford OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP.
13
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Prior to September 2, 2025, the Company had a contribution agreement with Stirling REIT OP, LP (“Stirling OP”). Pursuant to the terms of the contribution agreement, the Company contributed its equity interests, and the associated debt and other obligations, in the Residence Inn Manchester, the Hampton Inn Buford, the SpringHill Suites Buford and the Residence Inn Jacksonville to Stirling OP in exchange for 1.4 million Class I units of Stirling OP. The Company determined Ashford Trust to be the primary beneficiary of Stirling OP in contemplation of: (1) the related party group comprising: (i) Ashford Trust and (ii) the stockholders who have control over the election or removal of the board of directors of Stirling Hotels & Resorts, Inc. (“Stirling Inc.”) who have power to direct the most significant activities of Stirling OP; and (2) the consideration that substantially all the economics are held by the Company through its equity interest, and substantially all of the activities are performed on the Company’s behalf. As such, the Company consolidated Stirling OP.
On September 2, 2025, the Company became the sole remaining unit holder and general partner of Stirling OP when Stirling OP redeemed all of its unit holders other than Ashford Trust OP and Ashford TRS for an aggregate of $685,000 in cash. The Company remains the primary beneficiary of Stirling OP and Stirling OP’s properties and debt continue to be reflected on the Company’s balance sheet at their historical carrying values as of June 30, 2026 and December 31, 2025.
During the year ended December 31, 2025, Ashford M Investor LLC (“Ashford Investor LLC”) issued preferred membership interests in the Renaissance Nashville in Nashville, Tennessee in return for $88.0 million. The preferred membership interests issued to the holder are classified as liabilities within “indebtedness, net” in the consolidated balance sheet and do not constitute equity at risk. Ashford Investor LLC is considered a VIE. Ashford Trust as managing member, has the power to direct the activities that most significantly impact Ashford Investor LLC’s economic performance, while the holder, as non‑managing member, holds participating rights over certain major decisions but does not have the ability to remove Ashford Trust without cause. Based on these factors, Ashford Trust is identified as the primary beneficiary and consolidates Ashford Investor LLC. See note 6.
14
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Comparability—Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The following transactions affect reporting comparability of our consolidated financial statements:
Property | Location | Type | Date | |||||||||||||||||
Courtyard Boston Downtown | Boston, MA | Disposition | January 10, 2025 | |||||||||||||||||
Residence Inn Evansville | Evansville, IN | Disposition | August 11, 2025 | |||||||||||||||||
Hilton NASA Clear Lake | Houston, TX | Disposition | August 22, 2025 | |||||||||||||||||
| Residence Inn San Diego | San Diego, CA | Disposition | October 15, 2025 | |||||||||||||||||
| Le Pavillon | New Orleans, LA | Disposition | December 18, 2025 | |||||||||||||||||
| Embassy Suites Houston | Houston, TX | Disposition | February 9, 2026 | |||||||||||||||||
| Embassy Suites Austin | Austin, TX | Disposition | February 17, 2026 | |||||||||||||||||
| Hilton St. Petersburg Bayfront | St. Petersburg, FL | Disposition | March 5, 2026 | |||||||||||||||||
| La Posada de Santa Fe | Santa Fe, NM | Disposition | March 17, 2026 | |||||||||||||||||
| Hilton Alexandria Old Town | Alexandria, VA | Disposition | March 31, 2026 | |||||||||||||||||
| Embassy Suites Palm Beach Gardens | Palm Beach Gardens, FL | Disposition | April 7, 2026 | |||||||||||||||||
| Embassy Suites Dallas | Dallas, TX | Disposition | May 6, 2026 | |||||||||||||||||
| Lakeway Resort & Spa | Austin, TX | Disposition | May 19, 2026 | |||||||||||||||||
| Sheraton Indianapolis City Centre | Indianapolis, IN | Disposition | May 21, 2026 | |||||||||||||||||
| Silversmith Hotel | Chicago, IL | Disposition | June 1, 2026 | |||||||||||||||||
| Hilton Santa Cruz Scotts Valley | Santa Cruz, CA | Derecognized | June 1, 2026 | |||||||||||||||||
| Sheraton San Diego Mission Valley | San Diego, CA | Disposition | June 9, 2026 | |||||||||||||||||
| Hilton Garden Inn Jacksonville | Jacksonville, FL | Disposition | June 11, 2026 | |||||||||||||||||
| Hilton Garden Inn Austin Downtown | Austin, TX | Disposition | June 18, 2026 | |||||||||||||||||
| Hyatt Regency Savannah | Savannah, GA | Disposition | June 30, 2026 | |||||||||||||||||
Use of Estimates—The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Reclassification—Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation.
Recently Issued Accounting Standards—In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses that requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the statement of operations.
In January 2025, the FASB issued ASU 2025-01 which amends the effective date of the new disaggregation of income statement expenses standard to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after Dec. 15, 2026, and interim periods within annual reporting periods beginning after Dec. 15, 2027. Early adoption is still permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.
15
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
3. Revenue
The following tables present our revenue disaggregated by geographical area (dollars in thousands):
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Primary Geographical Market | Number of Hotels | Rooms | Food and Beverage | Other Hotel | Other | Total | ||||||||||||||||||||||||||||||||
| Atlanta, GA Area | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
Dallas/Ft. Worth, TX Area | ||||||||||||||||||||||||||||||||||||||
| Houston, TX Area | ||||||||||||||||||||||||||||||||||||||
| Los Angeles, CA Metro Area | ||||||||||||||||||||||||||||||||||||||
| Miami, FL Metro Area | ||||||||||||||||||||||||||||||||||||||
Minneapolis – St. Paul, MN Area | ||||||||||||||||||||||||||||||||||||||
| Nashville, TN Area | ||||||||||||||||||||||||||||||||||||||
New York/New Jersey Metro Area | ||||||||||||||||||||||||||||||||||||||
| Orlando, FL Area | ||||||||||||||||||||||||||||||||||||||
| Philadelphia, PA Area | ||||||||||||||||||||||||||||||||||||||
San Francisco – Oakland, CA Metro Area | ||||||||||||||||||||||||||||||||||||||
| Tampa, FL Area | ||||||||||||||||||||||||||||||||||||||
Washington D.C. – MD – VA Area | ||||||||||||||||||||||||||||||||||||||
| Other Areas | ||||||||||||||||||||||||||||||||||||||
Disposed/derecognized properties | ||||||||||||||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Primary Geographical Market | Number of Hotels | Rooms | Food and Beverage | Other Hotel | Other | Total | ||||||||||||||||||||||||||||||||
| Atlanta, GA Area | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
Dallas/Ft. Worth, TX Area | ||||||||||||||||||||||||||||||||||||||
| Houston, TX Area | ||||||||||||||||||||||||||||||||||||||
| Los Angeles, CA Metro Area | ||||||||||||||||||||||||||||||||||||||
| Miami, FL Metro Area | ||||||||||||||||||||||||||||||||||||||
Minneapolis – St. Paul, MN Area | ||||||||||||||||||||||||||||||||||||||
| Nashville, TN Area | ||||||||||||||||||||||||||||||||||||||
New York/New Jersey Metro Area | ||||||||||||||||||||||||||||||||||||||
| Orlando, FL Area | ||||||||||||||||||||||||||||||||||||||
| Philadelphia, PA Area | ||||||||||||||||||||||||||||||||||||||
San Francisco – Oakland, CA Metro Area | ||||||||||||||||||||||||||||||||||||||
| Tampa, FL Area | ||||||||||||||||||||||||||||||||||||||
Washington D.C. – MD – VA Area | ||||||||||||||||||||||||||||||||||||||
| Other Areas | ||||||||||||||||||||||||||||||||||||||
Disposed/derecognized properties | ||||||||||||||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
16
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
| Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Primary Geographical Market | Number of Hotels | Rooms | Food and Beverage | Other Hotel | Other | Total | ||||||||||||||||||||||||||||||||
| Atlanta, GA Area | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
Dallas/Ft. Worth, TX Area | ||||||||||||||||||||||||||||||||||||||
| Houston, TX Area | ||||||||||||||||||||||||||||||||||||||
| Los Angeles, CA Metro Area | ||||||||||||||||||||||||||||||||||||||
| Miami, FL Metro Area | ||||||||||||||||||||||||||||||||||||||
Minneapolis – St. Paul, MN Area | ||||||||||||||||||||||||||||||||||||||
| Nashville, TN Area | ||||||||||||||||||||||||||||||||||||||
New York/New Jersey Metro Area | ||||||||||||||||||||||||||||||||||||||
| Orlando, FL Area | ||||||||||||||||||||||||||||||||||||||
| Philadelphia, PA Area | ||||||||||||||||||||||||||||||||||||||
San Francisco – Oakland, CA Metro Area | ||||||||||||||||||||||||||||||||||||||
| Tampa, FL Area | ||||||||||||||||||||||||||||||||||||||
Washington D.C. – MD – VA Area | ||||||||||||||||||||||||||||||||||||||
| Other Areas | ||||||||||||||||||||||||||||||||||||||
| Disposed/derecognized properties | ||||||||||||||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Primary Geographical Market | Number of Hotels | Rooms | Food and Beverage | Other Hotel | Other | Total | ||||||||||||||||||||||||||||||||
| Atlanta, GA Area | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
Dallas/Ft. Worth, TX Area | ||||||||||||||||||||||||||||||||||||||
| Houston, TX Area | ||||||||||||||||||||||||||||||||||||||
| Los Angeles, CA Metro Area | ||||||||||||||||||||||||||||||||||||||
| Miami, FL Metro Area | ||||||||||||||||||||||||||||||||||||||
Minneapolis – St. Paul, MN Area | ||||||||||||||||||||||||||||||||||||||
| Nashville, TN Area | ||||||||||||||||||||||||||||||||||||||
New York/New Jersey Metro Area | ||||||||||||||||||||||||||||||||||||||
| Orlando, FL Area | ||||||||||||||||||||||||||||||||||||||
| Philadelphia, PA Area | ||||||||||||||||||||||||||||||||||||||
San Francisco – Oakland, CA Metro Area | ||||||||||||||||||||||||||||||||||||||
| Tampa, FL Area | ||||||||||||||||||||||||||||||||||||||
Washington D.C. – MD – VA Area | ||||||||||||||||||||||||||||||||||||||
| Other Areas | ||||||||||||||||||||||||||||||||||||||
| Disposed/derecognized properties | ||||||||||||||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
17
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
4. Investments in Hotel Properties, net
Investments in hotel properties, net consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Furniture, fixtures and equipment | |||||||||||
| Construction in progress | |||||||||||
| Hilton Marietta finance lease | |||||||||||
| Total cost | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Investments in hotel properties, net | $ | $ | |||||||||
18
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
5. Dispositions, Impairment Charges and Assets Held For Sale
Dispositions
The following table presents the relevant information related to the Company’s dispositions of hotel properties and the related gains or losses on sale for the six months ended June 30, 2026 (in thousands):
| Property | Location | Date | Sale Price (1) | Gain (Loss) on Sale (2) | ||||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites Houston | Houston, TX | February 9, 2026 | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites Austin | Austin, TX | February 17, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Hilton St. Petersburg Bayfront | St. Petersburg, FL | March 5, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| La Posada de Santa Fe | Santa Fe, NM | March 17, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Hilton Alexandria Old Town | Alexandria, VA | March 31, 2026 | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites Palm Beach Gardens | Palm Beach Gardens, FL | April 7, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites Dallas | Dallas, TX | May 6, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Lakeway Resort & Spa | Austin, TX | May 19, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Sheraton Indianapolis City Centre | Indianapolis, IN | May 21, 2026 | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Silversmith Hotel | Chicago, IL | June 1, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Sheraton San Diego Mission Valley | San Diego, CA | June 9, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Hilton Garden Inn Jacksonville | Jacksonville, FL | June 11, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Hilton Garden Inn Austin Downtown | Austin, TX | June 18, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Hyatt Regency Savannah | Savannah, GA | June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
(1) Sale price is prior to adjustments and buyer credits.
(2) Gain (loss) on sale of hotel properties is reported within “gain (loss) on disposition of assets and hotel properties” in the Company’s consolidated statement of operations.
On January 10, 2025, the Company completed the sale of the 315 -room Courtyard Boston Downtown located in Boston, Massachusetts, for $123.0 million, subject to customary pro rations and adjustments, resulting in a recognized gain of $31.9 million. This gain is reported within “gain (loss) on disposition of assets and hotel properties” in the Company’s consolidated statement of operations.
On April 14, 2025, the Residence Inn Orlando sold a parcel of land for $7.2 million, net of selling expenses, resulting in a recognized gain of $6.7 million. This gain is reported within “gain (loss) on disposition of assets and hotel properties” in the Company’s consolidated statements of operations.
On May 19, 2025, the Company sold state tax credits held by the Le Méridien Fort Worth property for $18.8 million in cash.
19
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The results of operations for disposed hotel properties are included in net income (loss) through the date of disposition. See note 2 for the fiscal year 2026 and 2025 dispositions. The following table includes condensed financial information from the Company’s dispositions (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
Total hotel revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
Total hotel expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Property taxes, insurance and other | ( | ( | ( | ( | |||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||||||||
| Impairment charges | ( | ( | ( | ||||||||||||||||||||||||||
| Total operating expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
Gain (loss) on disposition of assets and hotel properties | |||||||||||||||||||||||||||||
Gain (loss) on derecognition of assets | |||||||||||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
| Interest expense and amortization of discounts and loan costs | ( | ( | ( | ( | |||||||||||||||||||||||||
Interest expense associated with hotels in receivership | ( | ( | ( | ( | |||||||||||||||||||||||||
| Write-off of premiums, loan costs and exit fees | ( | ( | ( | ( | |||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | ( | ( | |||||||||||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||||||||
| (Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership | ( | ( | ( | ||||||||||||||||||||||||||
| Net income (loss) attributable to the Company | $ | $ | ( | $ | $ | ||||||||||||||||||||||||
Impairment Charges
For the three months ended June 30, 2026, no
For the six months ended June 30, 2026, we recorded impairment charges on nine 112.6 four five
20
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following table presents the impairment charges of our hotel properties for the six months ended June 30, 2026 (in thousands):
| Impairment Charges | ||||||||||||||||||||||||||||||||
| Silversmith Hotel | $ | |||||||||||||||||||||||||||||||
Hyatt Regency Long Island | ||||||||||||||||||||||||||||||||
| Sheraton Indianapolis City Centre | ||||||||||||||||||||||||||||||||
| Hilton Garden Inn Austin Downtown | (1) | |||||||||||||||||||||||||||||||
| Hilton Minneapolis St. Paul Airport | ||||||||||||||||||||||||||||||||
| Embassy Suites Portland | ||||||||||||||||||||||||||||||||
| Embassy Suites Crystal City | ||||||||||||||||||||||||||||||||
| Hilton Parsippany | ||||||||||||||||||||||||||||||||
| Hampton Inn Parsippany | ||||||||||||||||||||||||||||||||
| Total Impairment Charges | $ | |||||||||||||||||||||||||||||||
____________________________________
For the three and six months ended June 30, 2025, we recorded an impairment charge of $1.4
Assets Held For Sale
On April 8, 2026, the Company entered into a definitive agreement to sell the 358 -room Hyatt Regency Long Island located in Hauppauge, New York for a purchase price of approximately $26.5 million. The agreement included nonrefundable deposits totaling $6.7 million, of which $1.2 million was paid in the second quarter of 2026. See note 16.
On June 19, 2026, the Company entered into a definitive agreement to sell the 357 -room Marriott Fremont Silicon Valley located in Fremont, California for a purchase price of $53.0 million. The agreement included a nonrefundable deposit of $1.5 million which was paid in June of 2026. See note 16.
As of June 30, 2026, the Hyatt Regency Long Island and Marriott Fremont Silicon Valley were classified as held for sale. As of December 31, 2025, the Embassy Suites Houston and the Embassy Suites Austin, which were sold in February 2026, were classified as held for sale. Depreciation and amortization ceased as of the dates the assets were deemed held for sale.
Since the sales of these hotels did not represent a strategic shift that has (or will have) a major effect on our operations or financial results, their results of operations were not reported as discontinued operations in the consolidated financial statements.
21
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The major classes of assets and liabilities related to assets held for sale included in the consolidated balance sheets were as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
Investments in hotel properties, gross | $ | $ | |||||||||
Accumulated depreciation | ( | ( | |||||||||
| Investments in hotel properties, net | |||||||||||
| Cash and cash equivalents | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Deferred costs, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
Prepaid expenses and other assets | |||||||||||
| Due from related party, net | ( | ||||||||||
| Assets held for sale | $ | $ | |||||||||
| Liabilities | |||||||||||
| Indebtedness, net | $ | $ | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Accrued interest | |||||||||||
| Due to related parties, net | |||||||||||
| Operating lease liabilities | |||||||||||
Due to Ashford Inc., net | |||||||||||
| Liabilities related to assets held for sale | $ | $ | |||||||||
6. Indebtedness, net
Indebtedness, net consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indebtedness | Collateral | Maturity | Interest Rate | Debt Balance | Debt Balance | |||||||||||||||||||||||||||||||||||||||||||||||||||
Mortgage loan (2) | hotels | February 2026 | SOFR(1) + | % | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
Mortgage loan (3) | hotels | May 2026 | SOFR(1) + | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mortgage loan (4) | hotels | July 2026 | SOFR(1) + | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mortgage loan (5) | hotel | February 2027 | SOFR(1) + | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mortgage loan (6) | hotels | February 2027 | SOFR(1) + | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mortgage loan (7) | hotels | March 2027 | SOFR(1) + | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mortgage loan (8) | hotel | September 2027 | SOFR(1) + | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mortgage loan (9) | hotel | November 2027 | SOFR(1) + | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mortgage loan | hotels | December 2028 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred investment (10) | hotel | May 2029 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Term loan (11) | hotel | May 2033 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total indebtedness | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Premiums (discounts), net | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capitalized default interest and late charges | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred loan costs, net | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indebtedness, net | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Indebtedness, net related to assets held for sale (7) | hotels | March 2026 | SOFR(1) + | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Indebtedness, net related to assets held for sale (4) | hotel | July 2026 | SOFR(1) + | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Indebtedness, net related to assets held for sale (6) | hotel | February 2027 | SOFR(1) + | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
_____________________________
(1) SOFR rates were 3.65 % and 3.69 % at June 30, 2026 and December 31, 2025, respectively.
(2) As of June 30, 2026, this mortgage loan was in default under the terms and conditions of the mortgage loan agreement. Default interest of 5.00 % was accrued in addition to the stated interest rate, in accordance with the terms of the mortgage loan agreement, and is reflected in the Company’s consolidated balance sheets and statement of operations.
22
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
(3) In March 2026, we repaid this mortgage loan in conjunction with the sales of the La Posada de Santa Fe and the Hilton Alexandria Old Town.
(4) In January 2026, the six-month extension option began for this mortgage loan which included a $10.0 million principal paydown. In June 2026, this mortgage loan was paid down $199.7 million in conjunction with the sale of three hotel properties. On July 31, 2026, this mortgage loan was paid down by $25.7 million in conjunction with the sale of the Hyatt Regency Long Island, which was classified as held for sale as of June 30, 2026. In July 2026, a 30-day forbearance agreement was executed for this mortgage loan. On August 7, 2026, we refinanced this mortgage loan with a new $525.0 million mortgage loan. The refinanced mortgage loan has a two-year initial term, is interest only, bears interest at SOFR + 5.24 %, and has three one-year extension options, subject to satisfaction of certain conditions.
(5) This mortgage loan has one one-year extension option, subject to satisfaction of certain conditions. The one-year extension option was exercised in February 2026.
(6) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. In the second quarter of 2026, this mortgage loan was paid down $72.2 million in conjunction with the sale of two hotel properties. On July 1, 2026, this mortgage loan was paid down by $43.5 million in conjunction with the sale of the Marriott Fremont Silicon Valley, which was classified as held for sale as of June 30, 2026. See note 16.
(7) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. The first one-year extension option was exercised in March 2026. During the first and second quarters of 2026, this mortgage loan was paid down $197.7 seven
(8) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions.
(9) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 2.75 %.
(10) During the year ended December 31, 2025, the Company issued preferred membership interests in the Renaissance Nashville in Nashville, Tennessee in return for $88.0 million. The preferred membership interests provide a preferred return of 11.14 % per annum of which 10.14 % is paid in cash and 1.00 % is paid-in-kind. The investment is mandatorily redeemable on May 10, 2029 and is recorded within indebtedness, net in the Company’s consolidated balance sheets as required under GAAP.
(11) This loan is associated with 815 Commerce Managing Member, LLC. See discussion in note 2.
During the three and six months ended June 30, 2026, the Company amortized $0 and $2.2 million, respectively, of capitalized principal related to default interest and late charges from our Highland Pool mortgage loan and Morgan Stanley Pool mortgage loan that were capitalized upon the refinancing of the loans in 2025.
During the three and six months ended June 30, 2025, the Company capitalized $4.8 1.3
All accrued default interest and late charges are capitalized into the principal balance and are amortized over the remaining initial term of the mortgage loans using the effective interest method. The amount of capitalized principal that was written off during the three and six months ended June 30, 2026 was $0 and $156,000 , respectively. No
Derecognition of Assets
KEYS Pool A, KEYS Pool B and Hilton Santa Cruz Scotts Valley Loans
On March 1, 2024, the Company received notice that the hotel properties that secured the KEYS Pool A and KEYS Pool B loans have been transferred to a court-appointed receiver. Below is a summary of the hotel properties that secured the KEYS Pool A and Pool B loans:
KEYS A Loan Pool
Courtyard Columbus Tipton Lakes – Columbus, IN
Courtyard Old Town – Scottsdale, AZ
Residence Inn Hughes Center – Las Vegas, NV
Residence Inn Phoenix Airport – Phoenix, AZ
Residence Inn San Jose Newark – Newark, CA
SpringHill Suites Manhattan Beach – Hawthorne, CA
SpringHill Suites Plymouth Meeting – Plymouth Meeting, PA
KEYS B Loan Pool
Courtyard Basking Ridge – Basking Ridge, NJ
Courtyard Newark Silicon Valley – Newark, CA
Courtyard Oakland Airport – Oakland, CA
23
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Courtyard Plano Legacy Park – Plano, TX
Residence Inn Plano – Plano, TX
SpringHill Suites BWI Airport – Baltimore, MD
TownePlace Suites Manhattan Beach – Hawthorne, CA
We derecognized the hotel properties that secured the KEYS Pool A and KEYS Pool B loans from our consolidated balance sheet in March 2024, when the receiver took control of the hotel properties and recognized a related gain in our consolidated statements of operations. We additionally recorded a contract asset as of March 31, 2024, which represented the liabilities from which we expect to be released upon final resolution with the lenders on the KEYS Pool A and KEYS Pool B mortgage loans in exchange for the transfer of ownership of the respective hotel properties.
On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. Additionally, on November 4, 2024, the receiver appointed for the KEYS Pool A and KEYS Pool B mortgage loans transferred the Courtyard Columbus Tipton Lakes to a third-party purchaser. On June 25, 2025 and December 22, 2025, the receiver transferred the Courtyard Oakland Airport and SpringHill Suites BWI Airport to a third-party purchaser. On March 4, 2026, the receiver transferred the SpringHill Suites Plymouth Meeting to a third-party purchaser. On July 16, 2026, the receiver transferred the Courtyard Newark Silicon Valley and the Residence Inn San Jose Newark to third-party purchasers and, on August 6, 2026, the receiver transferred the TownePlace Suites Manhattan Beach and the SpringHill Suites Manhattan Beach to third-party purchasers.
On March 6, 2025, the $22.0 million non-recourse mortgage loan secured by the Hilton Santa Cruz Scotts Valley reached final maturity and was not repaid, resulting in a default under the terms and conditions of the mortgage loan agreement. On June 1, 2026, the Company received notice that the Hilton Santa Cruz Scotts Valley had been transferred to a court-appointed receiver. We derecognized the Hilton Santa Cruz Scotts Valley from our consolidated balance sheet in June 2026, when the receiver took control of the hotel property and, accordingly, recognized a loss of $597,000 , which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations for the three and six months ended June 30, 2026. We recorded a contract asset of $24.9 million as of June 30, 2026, which represented the liabilities from which we expect to be released upon final resolution with the lenders on the Hilton Santa Cruz Scotts Valley mortgage loans in exchange for the transfer of ownership of the hotel property.
For the three and six months ended June 30, 2026, we recognized gains of $6.8 million and $14.6 million. For the three and six months ended June 30, 2025, we recognized gains of $9.9 million and $19.9 million. The gains were included in “gain (loss) on derecognition of assets” in our consolidated statement of operations. These gains increased the related contract asset by a corresponding amount. The KEYS Pool A, KEYS Pool B and Hilton Santa Cruz Scotts Valley mortgage loans, as well as all accrued and unpaid interest, default charges and late fees will remain liabilities until final resolution with the lenders is concluded, and thus are included in “debt associated with hotels in receivership” and “accrued interest associated with hotels in receivership” on our consolidated balance sheets.
JPM8 Loan Pool
On February 11, 2026, the Company received a notice of default and acceleration from the lender relating to the Company’s mortgage loan on the JPM8 hotel properties. The notice followed the Company’s failure on February 9, 2026 to make certain required payments and deliver required documentation under the existing loan extension, which constituted an event of default under the loan agreement. As a result, the lender demanded immediate payment of the outstanding principal balance of $325 million, plus accrued interest, default interest, fees, and other amounts due, and also required delivery of a replacement interest rate cap agreement. The loan is secured by eight hotel properties. The notice does not trigger any cross‑defaults under other loans of the Company’s subsidiaries, and the Company has no indebtedness at the parent‑company level.
We have extension options relating to certain property-level loans that will permit us to extend the maturity date of our loans if certain conditions are satisfied at the respective extension dates, including the achievement of debt yield targets required in order to extend such loans. To the extent we decide to extend the maturity date of the debt outstanding under the loans, we may be required to prepay a significant amount of the loans in order to meet the required debt yield.
If we violate covenants in our debt agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. As of June 30, 2026, we were in compliance with all covenants related to mortgage loans, except where noted above. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of
24
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP.
With respect to upcoming maturities, no assurances can be given that we will be able to refinance our upcoming maturities. Additionally, no assurances can be given that we will obtain additional financings or, if we do, what the amount and terms will be. Our failure to obtain future financing under favorable terms could adversely impact our ability to execute our business strategy or may result in lender foreclosure.
Interest Rate Derivatives—We use interest rate caps and floors to hedge our debt and cash flows, which are recorded at fair value. Payments from counterparties on in-the-money interest rate caps and floors are recognized as realized gains on our consolidated statements of operations. See note 7.
7. Fair Value Measurements
Fair Value Hierarchy—For disclosure purposes, financial instruments, whether measured at fair value on a recurring or nonrecurring basis or not measured at fair value, are classified in a hierarchy consisting of three levels based on the observability of valuation inputs in the marketplace as discussed below:
•Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally are obtained from exchange or dealer markets.
•Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.
•Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.
The fair value of interest rate caps and floors is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fall below the strike rates of the floors or rise above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (SOFR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.
When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant (10 % or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at June 30, 2026, the SOFR interest rate forward curve (Level 2 inputs) assumed an upward trend from 3.65 % to 3.99 % for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values of derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates.
25
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):
| Quoted Market Prices (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||||||||||||
| June 30, 2026: | ||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Derivative assets: | ||||||||||||||||||||||||||||||||
| Interest rate derivatives – floors | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Interest rate derivatives – caps | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | (1) | |||||||||||||||||||||||||||
| December 31, 2025: | ||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Derivative assets: | ||||||||||||||||||||||||||||||||
Interest rate derivatives – floors | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Interest rate derivatives – caps | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | (1) | |||||||||||||||||||||||||||
____________________________________
(1) Reported as “derivative assets” in our consolidated balance sheets.
Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations
The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands):
| Gain (Loss) Recognized in Income | |||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Derivative assets: | |||||||||||||||||||||||||||||||||||
Interest rate derivatives – floors | $ | ( | $ | ||||||||||||||||||||||||||||||||
Interest rate derivatives – caps | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | ||||||||||||||||||||||||||||||||
| Total combined | |||||||||||||||||||||||||||||||||||
Interest rate derivatives – floors | $ | ( | $ | ||||||||||||||||||||||||||||||||
Interest rate derivatives – caps | ( | ||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) on derivatives | (1) | ( | (1) | ||||||||||||||||||||||||||||||||
| Realized gain (loss) on interest rate caps | (1) (2) | (1) (2) | |||||||||||||||||||||||||||||||||
| Net | $ | $ | ( | ||||||||||||||||||||||||||||||||
____________________________________
(1) Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations.
(2) Represents settled and unsettled payments from counterparties on interest rate caps.
26
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
| Gain (Loss) Recognized in Income | |||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Derivative assets: | |||||||||||||||||||||||||||||||||||
Interest rate derivatives – floors | $ | ( | $ | ||||||||||||||||||||||||||||||||
Interest rate derivatives – caps | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | ||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Derivative liabilities: | |||||||||||||||||||||||||||||||||||
Embedded debt derivative | $ | $ | ( | (1) | |||||||||||||||||||||||||||||||
| Net | $ | $ | ( | ||||||||||||||||||||||||||||||||
| Total combined | |||||||||||||||||||||||||||||||||||
Interest rate derivatives – floors | $ | ( | $ | ||||||||||||||||||||||||||||||||
Interest rate derivatives – caps | ( | ||||||||||||||||||||||||||||||||||
| Embedded debt derivative | ( | ||||||||||||||||||||||||||||||||||
| Unrealized gain (loss) on derivatives | (2) | ( | (2) | ||||||||||||||||||||||||||||||||
| Realized gain (loss) on interest rate caps | (2) (3) | (2) (3) | |||||||||||||||||||||||||||||||||
| Net | $ | $ | ( | ||||||||||||||||||||||||||||||||
____________________________________
(1) Relates to the change in the fair value of an exit fee on a term loan which was repaid on February 12, 2025. Prior to the repayment date, the exit fee was considered under the applicable accounting guidance as an embedded derivative liability that met the criteria for bifurcation from the debt host and was measured at estimated fair value at each reporting period.
(2) Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations.
(3) Represents settled and unsettled payments from counterparties on interest rate caps.
27
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
8. Summary of Fair Value of Financial Instruments
Determining estimated fair values of our financial instruments, such as notes receivable and indebtedness, requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | ||||||||||||||||||||
| Financial assets measured at fair value: | |||||||||||||||||||||||
| Derivative assets | $ | $ | $ | $ | |||||||||||||||||||
Financial assets not measured at fair value (1): | |||||||||||||||||||||||
Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
Restricted cash | |||||||||||||||||||||||
Accounts receivable, net | |||||||||||||||||||||||
| Notes receivable, net | |||||||||||||||||||||||
| Due from related parties, net | |||||||||||||||||||||||
Due from third-party hotel managers | |||||||||||||||||||||||
Financial liabilities not measured at fair value (1): | |||||||||||||||||||||||
Indebtedness | $ | $ | $ | $ | |||||||||||||||||||
| Debt associated with hotels in receivership | |||||||||||||||||||||||
Accounts payable and accrued expenses | |||||||||||||||||||||||
Accrued interest payable | |||||||||||||||||||||||
| Accrued interest associated with hotels in receivership | |||||||||||||||||||||||
| Dividends and distributions payable | |||||||||||||||||||||||
Due to Ashford Inc., net | |||||||||||||||||||||||
Due to related parties, net | |||||||||||||||||||||||
| Due to third-party hotel managers | |||||||||||||||||||||||
____________________________________
(1) Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of June 30, 2026 and December 31, 2025.
Cash, cash equivalents and restricted cash. These financial assets bear interest at market rates and have original maturities of less than 90 days. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique.
Accounts receivable, net, accounts payable and accrued expenses, accrued interest payable, accrued interest associated with hotels in receivership, dividends and distributions payable, due to/from related parties, net, due to/from Ashford Inc., net and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique.
Notes receivable, net. The carrying amount of notes receivable, net approximates its fair value. This is considered a Level 2 valuation technique.
Derivative assets. See notes 6 and 7 for a complete description of the methodology and assumptions utilized in determining fair values.
Indebtedness and debt associated with hotels in receivership. Fair value of indebtedness is determined using the loan terms, collateral value and financial data such as loan-to-value ratios, debt service coverage ratios, and interest rates for comparable loans. We estimated the fair value of total indebtedness to be approximately 100.0 % of the carrying value of $2.0 billion at June 30, 2026 and approximately 100.0 % of the carrying value of $2.6 billion at December 31, 2025. We estimated the fair value of debt associated with hotels in receivership to be approximately 84.5 % of the carrying value of $274.0 million at June 30, 2026 and approximately 85.2 % of the carrying value of $294.8 million at December 31, 2025. These fair value estimates are considered a Level 2 valuation technique.
28
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
9. Income (Loss) Per Share
Basic income (loss) per common share is calculated using the two-class method by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is calculated using the two-class method, or treasury stock method if more dilutive, and reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share.
The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per-share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
Income (loss) allocated to common stockholders – basic and diluted: | |||||||||||||||||||||||||||||
| Income (loss) attributable to the Company | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
Less: dividends on preferred stock, declared and undeclared (1) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Less: deemed dividends on redeemable preferred stock | ( | ( | ( | ( | |||||||||||||||||||||||||
Distributed and undistributed income (loss) allocated to common stockholders – basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Net income (loss) attributable to redeemable noncontrolling interests in operating partnership | ( | ||||||||||||||||||||||||||||
| Add back: dividends on preferred stock – Series J (inclusive of deemed dividends) | |||||||||||||||||||||||||||||
| Add back: dividends on preferred stock – Series K (inclusive of deemed dividends) | |||||||||||||||||||||||||||||
Add back: dividends on preferred stock - Series L (inclusive of deemed dividends) | |||||||||||||||||||||||||||||
Add back: dividends on preferred stock - Series M (inclusive of deemed dividends) | |||||||||||||||||||||||||||||
Distributed and undistributed income (loss) allocated to common stockholders – basic and diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||||||||
| Weighted average shares outstanding – basic | |||||||||||||||||||||||||||||
Effect of assumed conversion of preferred stock – Series J | |||||||||||||||||||||||||||||
Effect of assumed conversion of preferred stock – Series K | |||||||||||||||||||||||||||||
Effect of assumed conversion of preferred stock - Series L | |||||||||||||||||||||||||||||
Effect of assumed conversion of preferred stock - Series M | |||||||||||||||||||||||||||||
Effect of assumed conversion of operating partnership units | |||||||||||||||||||||||||||||
Weighted average shares outstanding – diluted | |||||||||||||||||||||||||||||
| Basic income (loss) per share: | |||||||||||||||||||||||||||||
| Net income (loss) allocated to common stockholders per share | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Diluted income (loss) per share: | |||||||||||||||||||||||||||||
| Net income (loss) allocated to common stockholders per share | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
(1) Undeclared dividends were deducted to arrive at distributed and undistributed income (loss) allocated to common stockholders. See note 11.
29
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Income (loss) allocated to common stockholders is not adjusted for: | |||||||||||||||||||||||||||||||||||
| Income (loss) attributable to redeemable noncontrolling interests in operating partnership | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||
Dividends on preferred stock – Series J (inclusive of deemed dividends) | |||||||||||||||||||||||||||||||||||
Dividends on preferred stock – Series K (inclusive of deemed dividends) | |||||||||||||||||||||||||||||||||||
Dividends on preferred stock – Series L (inclusive of deemed dividends) | |||||||||||||||||||||||||||||||||||
Dividends on preferred stock – Series M (inclusive of deemed dividends) | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Weighted average diluted shares are not adjusted for: | |||||||||||||||||||||||||||||||||||
| Effect of unvested restricted stock | |||||||||||||||||||||||||||||||||||
| Effect of assumed conversion of operating partnership units | |||||||||||||||||||||||||||||||||||
Effect of assumed conversion of preferred stock – Series J | |||||||||||||||||||||||||||||||||||
Effect of assumed conversion of preferred stock – Series K | |||||||||||||||||||||||||||||||||||
Effect of assumed conversion of preferred stock – Series L | |||||||||||||||||||||||||||||||||||
Effect of assumed conversion of preferred stock – Series M | |||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
10. Redeemable Noncontrolling Interests in Operating Partnership
Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and the units issued under our LTIP units that are vested. Each common unit may be redeemed for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement.
LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, generally have vesting periods of three years . Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of the operating partnership or (ii) the hypothetical sale of such assets that results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership.
As of June 30, 2026, there are approximately 69,000 issued and outstanding LTIP and Performance LTIP units. All LTIP and Performance LTIP units, other than approximately 22,000 LTIP and 35,000 Performance LTIP units, had reached full economic parity with, and are convertible into, common units.
30
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following table presents the redeemable noncontrolling interests in Ashford Trust OP and the corresponding approximate ownership percentage:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Redeemable noncontrolling interests in Ashford Trust OP (in thousands) | $ | $ | |||||||||
Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands) | $ | $ | |||||||||
| Ownership percentage of operating partnership | % | % | |||||||||
____________________________________
(1) Reflects the excess of the redemption value over the accumulated historical costs.
We allocated net (income) loss to the redeemable noncontrolling interests as presented in the table below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||
11. Equity
Preferred Dividends—On January 13, 2026, in order to preserve the Company’s liquidity position as it evaluates strategic alternatives, preferred dividends were suspended, including dividends previously declared for stockholders of record as of December 31, 2025 of the Company’s Series D, F, G, H and I Cumulative Preferred Stock.
The board of directors declared quarterly dividends per share as presented below:
| Three Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| $ | $ | |||||||||||||
The table below presents the accumulated but unpaid dividends in arrears (in thousands):
| June 30, 2026 | ||||||||||||||
| $ | ||||||||||||||
Shareholder Rights Plan—On December 15, 2025, we adopted a shareholder rights plan by entering into a Rights Agreement, dated December 15, 2025, with ComputerShare Trust Company, N.A., as rights agent (the “Rights Agreement”). The Rights Agreement is designed to prevent the Company from facing a substantial limitation on its ability to use its Tax Benefits (as such term is defined in the Rights Agreement) to offset potential future income taxes for federal income tax purposes and realize other efficiencies. The Board implemented the rights plan by declaring a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock. The dividends were distributed on December 26, 2025, to our stockholders of record on that date. Each of those Rights becomes exercisable on the date on which the Rights separate and begin trading separately from our common stock and entitles the registered holder to purchase from the Company one one-thousandth of a share of our Series N Junior Participating Preferred Stock, par value $0.01 per share (“Series N Preferred Stock”), at a price of $20 per one one-thousandth of a share of our Series N Junior Participating Preferred Stock represented by such Right, subject to adjustment. The Rights will expire on the earliest of (i) 5:00 p.m. New York City time on December 14,
31
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
2026, (ii) the effective date of the repeal of Section 382 of the Code or any successor statute if the Board determines in its sole discretion that the Rights Agreement is no longer necessary or desirable for the preservation of Tax Benefits, or (iii) the first day of a taxable year of the Company to which the Board determines in its sole discretion that no Tax Benefits may be carried forward, unless the expiration date is extended or unless the Rights are earlier redeemed by the Company. The value of the Rights was de minimis.
12. Redeemable Preferred Stock
Series J Redeemable Preferred Stock
On March 31, 2025, the Company concluded its offering of the Company’s Series J Redeemable Preferred Stock (the “Series J Preferred Stock”). Prior to March 31, 2025, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series J Preferred Stock. Pursuant to such equity distribution agreements, the Company offered a maximum of 20.0 million shares of Series J Preferred Stock or Series K Preferred Stock (as defined below) in a primary offering at a price of $25.00 per share. The Company also offered a maximum of 8.0 million shares of the Series J Preferred Stock or Series K Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $25.00 per share (the “Stated Value”).
The Series J Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.
Holders of the Series J Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series J Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such monthly periods are consecutive, and the number of directors then constituting the board shall be increased by two and the holders of such shares of Series J Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series J Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company, who shall each be elected for one-year terms.
Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash or in shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series J Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.
The redemption fee shall be an amount equal to:
•8.0 % of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series J Preferred Stock to be redeemed;
•5.0 % of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series J Preferred Stock to be redeemed; and
•0 % of the Stated Value beginning on the third anniversary from the Original Issue Date of the shares of the Series J Preferred Stock to be redeemed.
The Series J Preferred Stock provides for cash dividends at an annual rate equal to 8.0 % per annum of the Stated Value beginning on the date of the first settlement of the Series J Preferred Stock.
Dividends are payable on a monthly basis and payable in arrears on the 15th of each month (or, if such payment date is not a business day, the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of 12 30-day months and a 360-day year. The Company has a DRIP that allows participating holders to have their Series J Preferred Stock
32
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
dividend distributions automatically reinvested in additional shares of the Series J Preferred Stock at a price of $25.00 per share.
On January 13, 2026, in order to preserve the Company’s liquidity position as it evaluates strategic alternatives, preferred dividends were suspended, including dividends previously declared for stockholders of record as of December 31, 2025 of the Company’s Series J, K, L and M Preferred Stock.
The following table summarizes dividends declared (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Series J Preferred Stock | $ | $ | $ | $ | |||||||||||||||||||||||||
The table below presents the accumulated but unpaid dividends in arrears (in thousands):
| June 30, 2026 | ||||||||||||||||||||||||||||||||||||||
Series J Preferred Stock ($ | $ | |||||||||||||||||||||||||||||||||||||
The issuance activity of the Series J Preferred Stock is summarized below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
Series J Preferred Stock shares issued (1) | |||||||||||||||||||||||||||||
| Net proceeds | $ | $ | $ | $ | |||||||||||||||||||||||||
________
(1)Exclusive of shares issued under the DRIP.
The Series J Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series J Preferred Stock is classified outside of permanent equity.
At the date of issuance, the carrying amount of the Series J Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.
The redemption value adjustment of Series J Preferred Stock is summarized below (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Series J Preferred Stock | $ | $ | ||||||||||||||||||||||||||||||||||||
Cumulative adjustments to Series J Preferred Stock (1) | ||||||||||||||||||||||||||||||||||||||
(1)Reflects the excess of the redemption value over the accumulated carrying value.
The following table summarizes Series J Preferred Stock redemptions settled in common stock (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
Series J Preferred Stock shares redeemed | |||||||||||||||||||||||||||||
| Redemption amount, net of redemption fees | $ | $ | $ | $ | |||||||||||||||||||||||||
Common shares issued upon redemption | |||||||||||||||||||||||||||||
33
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Series K Redeemable Preferred Stock
On March 31, 2025, the Company concluded its offering of the Company’s Series K Redeemable Preferred Stock (the “Series K Preferred Stock”). Prior to March 31, 2025, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series K Preferred Stock. Pursuant to such equity distribution agreements, the Company offered a maximum of 20.0 million shares of Series K Preferred Stock or Series J Preferred Stock in a primary offering at a price of $25.00 per share. The Company also offered a maximum of 8.0 million shares of the Series K Preferred Stock or Series J Preferred Stock pursuant to the DRIP at the Stated Value.
The Series K Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.
Holders of the Series K Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series K Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such monthly periods are consecutive, and the number of directors then constituting the board shall be increased by two and the holders of such shares of Series K Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series K Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.
Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash or in shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series K Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.
The redemption fee shall be an amount equal to:
•1.5 % of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series K Preferred Stock to be redeemed; and
•0 % of the Stated Value beginning on the first anniversary from the Original Issue Date of the shares of the Series K Preferred Stock to be redeemed.
Holders of Series K Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 8.2 % per annum of the Stated Value of $25.00 per share (equivalent to an annual dividend rate of $2.05 per share). Beginning one year from the date of original issuance of each share of Series K Preferred Stock and on each one-year anniversary thereafter for such share of Series K Preferred Stock, the dividend rate shall increase by 0.10 % per annum; provided, however, that the dividend rate for any share of Series K Preferred Stock shall not exceed 8.7 % per annum of the Stated Value.
Dividends are payable on a monthly basis in arrears on the 15th of each month (or, if such payment date is not a business day, on the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of 12 30-day months and a 360-day year. The Company has a DRIP that allows participating holders to have their Series K Preferred Stock dividend distributions automatically reinvested in additional shares of the Series K Preferred Stock at a price of $25.00 per share.
On January 13, 2026, in order to preserve the Company’s liquidity position as it evaluates strategic alternatives, preferred dividends were suspended, including dividends previously declared for stockholders of record as of December 31, 2025 of the Company’s Series J, K, L and M Preferred Stock.
34
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The following table summarizes dividends declared (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Series K Preferred Stock | $ | $ | $ | $ | ||||||||||||||||||||||||||||
The table below presents the accumulated but unpaid dividends in arrears (in thousands):
| June 30, 2026 | ||||||||||||||||||||||||||||||||||||||
Series K Preferred Stock ($ | $ | |||||||||||||||||||||||||||||||||||||
The issuance activity of the Series K Preferred Stock is summarized below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
Series K Preferred Stock shares issued (1) | ||||||||||||||||||||||||||||||||
| Net proceeds | $ | $ | $ | $ | ||||||||||||||||||||||||||||
________
(1)Exclusive of shares issued under the DRIP.
The Series K Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series K Preferred Stock is classified outside of permanent equity.
At the date of issuance, the carrying amount of the Series K Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.
The redemption value adjustment of Series K Preferred Stock is summarized below (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Series K Preferred Stock | $ | $ | |||||||||||||||||||||||||||||||||||||||
Cumulative adjustments to Series K Preferred Stock (1) | |||||||||||||||||||||||||||||||||||||||||
________
(1)Reflects the excess of the redemption value over the accumulated carrying value.
The following table summarizes Series K Preferred Stock redemptions settled by the issuance of common stock (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
Series K Preferred Stock shares redeemed | |||||||||||||||||||||||||||||
| Redemption amount, net of redemption fees | $ | $ | $ | $ | |||||||||||||||||||||||||
Common shares issued upon redemption | |||||||||||||||||||||||||||||
Series L Redeemable Preferred Stock
On December 9, 2025, the Company terminated the primary offering of the Company’s Series L Redeemable Preferred Stock (the “Series L Preferred Stock”). The Company continued to offer shares of its Series L Preferred Stock pursuant to its dividend reinvestment plan beyond the termination of the primary offering. Prior to December 9, 2025, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series L Preferred Stock. Pursuant to such equity distribution agreements, the Company offered a maximum of 12.0 million shares of Series L Preferred
35
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Stock or Series M Preferred Stock (as defined below) in a primary offering at a price of $25.00 per share, subject to offering discounts. The Company also offered a maximum of 4.0 million shares of the Series L Preferred Stock or Series M Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $25.00 per share (the “Stated Value”).
The Series L Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.
Holders of the Series L Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series L Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such monthly periods are consecutive, and the number of directors then constituting the board shall be increased by two and the holders of such shares of Series L Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series L Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.
Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash or in shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series L Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.
The redemption fee shall be an amount equal to:
•8.0 % of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series L Preferred Stock to be redeemed;
•5.0 % of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series L Preferred Stock to be redeemed; and
•0 % of the Stated Value beginning on the third anniversary from the Original Issue Date of the shares of the Series L Preferred Stock to be redeemed.
The Series L Preferred Stock provides for cash dividends at an annual rate equal to 7.5 % per annum of the Stated Value beginning on the date of the first settlement of the Series L Preferred Stock.
Dividends are payable on a monthly basis and payable in arrears on the 15th of each month (or, if such payment date is not a business day, the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of 12 30-day months and a 360-day year. The Company has a DRIP that allows participating holders to have their Series L Preferred Stock dividend distributions automatically reinvested in additional shares of the Series L Preferred Stock at a price of $25.00 per share.
On January 13, 2026, in order to preserve the Company’s liquidity position as it evaluates strategic alternatives, preferred dividends were suspended, including dividends previously declared for stockholders of record as of December 31, 2025 of the Company’s Series J, K, L and M Preferred Stock.
The following table summarizes dividends declared (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Series L Preferred Stock | $ | $ | $ | $ | ||||||||||||||||||||||||||||
36
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The table below presents the accumulated but unpaid dividends in arrears (in thousands):
| June 30, 2026 | ||||||||||||||||||||||||||||||||||||||
Series L Preferred Stock ($ | $ | |||||||||||||||||||||||||||||||||||||
The issuance activity of the Series L Preferred Stock is summarized below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
Series L Preferred Stock shares issued (1) | ||||||||||||||||||||||||||||||||
| Net proceeds | $ | $ | $ | $ | ||||||||||||||||||||||||||||
________
(1)Exclusive of shares issued under the DRIP.
The Series L Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series L Preferred Stock is classified outside of permanent equity.
At the date of issuance, the carrying amount of the Series L Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.
The redemption value adjustment of Series L Preferred Stock is summarized below (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
Series L Preferred Stock | $ | $ | |||||||||||||||||||||||||||||||||||||||
Cumulative adjustments to Series L Preferred Stock (1) | |||||||||||||||||||||||||||||||||||||||||
________
(1)Reflects the excess of the redemption value over the accumulated carrying value.
Series M Redeemable Preferred Stock
On December 9, 2025, the Company terminated the primary offering of the Company’s Series M Redeemable Preferred Stock (the “Series M Preferred Stock”). The Company continued to offer shares of its Series M Preferred Stock pursuant to its dividend reinvestment plan beyond the termination of the primary offering. Prior to December 9, 2025, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series M Preferred Stock. Pursuant to such equity distribution agreements, the Company offered a maximum of 12.0 million shares of Series L Preferred Stock or Series M Preferred Stock in a primary offering at a price of $25.00 per share, subject to offering discounts. The Company also offered a maximum of 4.0 million shares of the Series L Preferred Stock or Series M Preferred Stock pursuant to the DRIP at the Stated Value.
The Series M Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.
Holders of the Series M Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series M Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such monthly periods are consecutive, and the number of directors then constituting the board shall be increased by two and the holders of such shares of Series M Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series M Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.
37
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash or in shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series M Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.
The redemption fee shall be an amount equal to:
•1.5 % of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series M Preferred Stock to be redeemed; and
•0 % of the Stated Value beginning on the first anniversary from the Original Issue Date of the shares of the Series M Preferred Stock to be redeemed.
Holders of Series M Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 7.7 % per annum of the Stated Value of $25.00 per share (equivalent to an annual dividend rate of $1.925 per share). Beginning one year from the date of original issuance of each share of Series M Preferred Stock and on each one-year anniversary thereafter for such share of Series M Preferred Stock, the dividend rate shall increase by 0.10 % per annum; provided, however, that the dividend rate for any share of Series M Preferred Stock shall not exceed 8.2 % per annum of the Stated Value.
Dividends are payable on a monthly basis in arrears on the 15th of each month (or, if such payment date is not a business day, on the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of 12 30-day months and a 360-day year. The Company has a DRIP that allows participating holders to have their Series M Preferred Stock dividend distributions automatically reinvested in additional shares of the Series M Preferred Stock at a price of $25.00 per share.
On January 13, 2026, in order to preserve the Company’s liquidity position as it evaluates strategic alternatives, preferred dividends were suspended, including dividends previously declared for stockholders of record as of December 31, 2025 of the Company’s Series J, K, L and M Preferred Stock.
The following table summarizes dividends declared (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Series M Preferred Stock | $ | $ | $ | $ | ||||||||||||||||||||||||||||
The table below presents the accumulated but unpaid dividends in arrears (in thousands):
| June 30, 2026 | ||||||||||||||||||||||||||||||||||||||
Series M Preferred Stock ($ | $ | |||||||||||||||||||||||||||||||||||||
The issuance activity of the Series M Preferred Stock is summarized below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
Series M Preferred Stock shares issued (1) | ||||||||||||||||||||||||||||||||
| Net proceeds | $ | $ | $ | $ | ||||||||||||||||||||||||||||
________
(1)Exclusive of shares issued under the DRIP.
38
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The Series M Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series M Preferred Stock is classified outside of permanent equity.
At the date of issuance, the carrying amount of the Series M Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.
The redemption value adjustment of Series M Preferred Stock is summarized below (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
Series M Preferred Stock | $ | $ | |||||||||||||||||||||||||||||||||||||||
Cumulative adjustments to Series M Preferred Stock (1) | |||||||||||||||||||||||||||||||||||||||||
________
(1)Reflects the excess of the redemption value over the accumulated carrying value.
13. Related Party Transactions
Ashford Inc.
Advisory Agreement with Ashford Trust OP
Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty J. Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc.
On March 27, 2026, the Company entered into the Advisory Agreement with Ashford Inc. and Ashford LLC. The Advisory Agreement amends and restates the terms of the Third Amended and Restated Advisory Agreement, dated as of March 12, 2024 and extends the initial term of the Advisory Agreement to December 31, 2055 with two 20-year possible extensions.
Under our Advisory Agreement, we pay advisory fees to Ashford LLC. Advisory fees consist of base fees and incentive fees. We pay a monthly base fee in an amount equal to 1/12 of (i) 0.70% of the Total Market Capitalization (the “TMC”) (as defined in our Advisory Agreement) of the Company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our Advisory Agreement), if any, on the last day of the prior month during which the advisory agreement was in effect. The Advisory Agreement also provides for, among other things, (i) the potential for the TMC component of the calculation of the Net Asset Fee Adjustment to be reduced from 70 basis points to: 50 basis points if the TMC is greater than or equal to $4 billion, 30 basis points if the TMC is greater than or equal to $5 billion and zero basis points if the TMC is $6 billion or greater.
However, the Base Fee (as defined in our Advisory Agreement) shall in no event for any month be less than the Minimum Base Fee as provided by the Advisory Agreement. The Company shall pay the Base Fee or the Minimum Base Fee (as defined in our Advisory Agreement) on the fifth business day of each month.
The Minimum Base Fee for Ashford Trust for each quarter is equal to the greater of:
(i) 90 % of the base fee paid for the same month in the prior fiscal year; and
(ii) 1/12th of the G&A Ratio (as defined in the advisory agreement) for the most recently completed fiscal quarter multiplied by the TMC.
We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a stub period if the Advisory Agreement is terminated at other than year-end). In each year that the Company’s total shareholder return exceeds the average total shareholder return for the peer group, the Company shall pay to Ashford LLC an incentive fee. The incentive fee, if any, subject to the Fixed Charge Coverage Ratio Condition (as defined in the Advisory Agreement), shall be payable in arrears in three equal annual installments.
We reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the Advisory Agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to officers and employees of Ashford LLC in connection with providing
39
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
advisory services. Under the Advisory Agreement, the Company may also grant cash incentive awards to employees, officers, affiliates and representatives of Ashford LLC.
Under our Advisory Agreement, Ashford Trust OP is obligated to indemnify Ashford LLC for any and all tax liabilities arising from asset dispositions, deemed distributions, or fair market value and tax basis adjustments occurring since January 1, 2024. As of June 30, 2026, the Company has accrued a liability of approximately $12.0 million related to this obligation, which is included in “due to Ashford Inc., net” in our consolidated balance sheet. See note 14.
If we terminate the Advisory Agreement without cause or upon a change of control, we will be required to pay on or before the termination date Ashford LLC a termination fee equal to the following: the present value of a payment stream calculated by assuming that Foregone Adjusted EBITDA (as defined in the Advisory Agreement) will be earned annually over a subsequent period of 30 years, discounted at two percent per annum, as reasonably calculated by Ashford LLC (the “Termination Fee”).
Notwithstanding the foregoing, through December 31, 2026, following a breach of the asset disposition limits that would otherwise constitute a company change of control and trigger a termination fee, no company change of control shall automatically be deemed to have occurred for at least six months , after which Ashford LLC will have 18 months to trigger a company change of control at any time, provided that the Company’s Annualized Portfolio Cash Flow (as defined in the Advisory Agreement) must be less than $65 million at the time of triggering. Additionally, upon a company change of control or similar scenario, Ashford LLC may begin escrowing the termination fee; provided that the Company must be restored to the same condition within 30 days if a change of control does not ultimately occur.
The following table summarizes the advisory services fees incurred (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Advisory services fee | ||||||||||||||||||||||||||||||||
| Base advisory fee | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Reimbursable expenses (1) | ||||||||||||||||||||||||||||||||
Equity-based compensation (2) | ||||||||||||||||||||||||||||||||
| Incentive fee | ( | |||||||||||||||||||||||||||||||
| Total advisory services fee | $ | $ | $ | $ | ||||||||||||||||||||||||||||
________
(1)Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services, deferred cash awards and certain tax obligations.
(2)Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC.
Limited Waivers Under Advisory Agreement with Ashford Trust OP
On March 13, 2026, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “2026 Advisory Agreement Limited Waiver”). Pursuant to the 2026 Advisory Agreement Limited Waiver, the Company, the Operating Partnership, TRS, Ashford Inc. and Ashford LLC waived the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during calendar year 2026, cash incentive compensation to employees and other representatives of Ashford Inc. and Ashford LLC.
On December 9, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “December 2025 Limited Waiver”). The December 2025 Limited Waiver permits the Company, Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC to proceed with the Retention Agreement and related reimbursements for severance or non‑compete payments to Stephen Zsigray without triggering restrictions under the Advisory Agreement, and it is effective solely for this specific instance.
On March 10, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “2025 Limited Waiver”). Pursuant to the Limited Waiver, the Company, Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford LLC waived the operation of any provision in our Advisory Agreement that would otherwise limit the ability of
40
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
the Company in its discretion, at the Company’s cost and expense, to award during the first and second fiscal quarters of calendar year 2025, cash incentive compensation to employees and other representatives of the Advisor.
Promissory Note with Ashford LLC
Ashford Trust OP holds a promissory note with Ashford LLC to allow Ashford Trust OP to draw up to $40 million in cash through November 15, 2026 to fund permitted costs (as defined in the promissory note). Funds advanced under the promissory note bear interest at an annual rate of 10 % which may be paid in cash or paid in-kind at Ashford OP’s discretion. As of June 30, 2026, no amount had been drawn under the promissory note.
Advisory Agreement with Stirling OP
Prior to September 2, 2025, Stirling REIT Advisors, LLC (“Stirling Advisor”), a subsidiary of Ashford Inc., and Stirling OP were party to an advisory agreement. On September 2, 2025, the advisory agreement between Stirling Advisor and Stirling OP was terminated when the Company became the sole remaining unit holder and general partner of Stirling OP. See note 2. The following table summarizes the advisory services fees incurred by Stirling OP prior to the termination of the Stirling OP advisory agreement (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2025 | ||||||||||||||||||||||||||||
| Advisory services fee | |||||||||||||||||||||||||||||
| Base advisory fee | $ | $ | |||||||||||||||||||||||||||
Reimbursable expenses (1) | |||||||||||||||||||||||||||||
Performance participation fee | |||||||||||||||||||||||||||||
| Total advisory services fee | $ | $ | |||||||||||||||||||||||||||
________
Warwick
Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage, which includes worker’s compensation, general liability and auto liability coverages. The hotel management companies procure worker’s compensation insurance, the expenses of which are passed through to the Company. Under the Advisory Agreement and hotel management agreements, Ashford Inc. secures general liability and auto liability policies to cover Ashford Trust, Braemar, their hotel managers, as needed, and Ashford Inc. The total cost estimates covered by such policies are based on the collective pool of risk exposures from each party. Ashford Inc. delegates the management of the casualty insurance program to Warwick Insurance Company, LLC (“Warwick”), a subsidiary of Ashford Inc., which issues policies covering general liability, workers’ compensation and auto liability losses. Each year Ashford Inc. collects funds from Ashford Trust, Braemar and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis.
Cash Management
The Company, Ashford Inc. and Braemar Hotels & Resorts Inc. (“Braemar”) are subject to an agreement pursuant to which Ashford LLC is to implement the REIT’s cash management strategies. This includes actively managing the REIT’s excess cash by primarily investing in short-term U.S. Treasury securities. The annual fee is 20 basis points (“bps”) of the average daily balance of the funds managed by Ashford LLC and is payable monthly in arrears.
Lismore
We engage Lismore or its subsidiaries to provide debt placement services, assist with loan modifications or refinancings on our behalf and provide brokerage services. During the three and six months ended June 30, 2026, we incurred fees of $0 565,000 and $2.4 million, respectively.
41
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Ashford Securities
The Company, Braemar and Ashford Inc. are party to the Fourth Amended and Restated Contribution Agreement with respect to funding certain expenses of Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). Effective December 9, 2025, the Parties entered into the Wind‑Down and Investor Servicing Cost Sharing Agreement providing for the orderly wind‑down of Ashford Securities as a FINRA member and SEC‑registered broker‑dealer and allocating all related wind‑down and investor servicing costs among the Parties based on each Party’s proportion of outstanding shares in applicable investment products as of each quarterly measurement date. The agreement supersedes prior cost‑allocation terms solely with respect to these wind‑down and servicing obligations and remains in effect until completion of the wind‑down and the end of all related servicing requirements.
As of June 30, 2026, Ashford Trust has funded approximately $17.0 million and had a $2.9 million payable. As of December 31, 2025, Ashford Trust had funded approximately $17.0 million and had a $2.4 million payable. The payables were included in “due to Ashford Inc., net” on our consolidated balance sheets.
The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| Line Item | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Corporate, general and administrative | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
Design and Construction Services
Premier Project Management LLC (“Premier”), as a subsidiary of Ashford Inc., provides design and construction services to our hotels, including construction management, interior design, architectural services and the purchasing, freight management and supervision of installation of FF&E and related services. Pursuant to the design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4 % of project costs; and (b) market service fees at current market rates with respect to construction management, interior design, architecture, FF&E purchasing, FF&E expediting/freight management, FF&E warehousing and FF&E installation and supervision.
The design and construction services agreement provides for an initial term of ten years for each hotel. The term may be renewed by Premier, at its option, for three successive periods of seven years each, and, thereafter, a final term of four years ; provided that, at the time the option to renew is exercised, Premier is not then in default under the design and construction services agreement. The design and construction services agreement also: (i) provides that fees will be payable monthly as the service is delivered based on percentage completion; (ii) allows a project management fee to be paid on a development, together with (and not in lieu of) the development fee; and (iii) fixes the fees for FF&E purchasing, expediting, freight management and warehousing at 8 %.
Hotel Management Services
As of June 30, 2026, Remington Hospitality managed 36 of our 53 hotel properties.
We pay monthly hotel management fees equal to the greater of approximately $18,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues as well as annual incentive management fees, if certain operational criteria were met, and other general and administrative expense reimbursements primarily related to accounting services. Our hotel management agreement also requires that we fund property-level operating costs including the hotel manager's payroll and related costs.
Our hotel management agreement provides for an initial term of ten years as to each hotel. The term may be renewed by Remington Hospitality, at its option, for three successive periods of seven years each, and, thereafter, a final term of four years ; provided that, at the time the option to renew is exercised, Remington Hospitality is not then in default under the hotel management agreement. The hotel management agreement also provides that Remington Hospitality may charge market premiums for its self-insured health plans to its hotel employees, the cost of which is an operating expense of the hotel properties. The amount of group services charged per room per month at each hotel is capped at $39.47 (subject to annual increases equal to the greater of 3 % or the percentage change in the Consumer Price Index over the preceding annual period) (the “Cap”). Any unpaid balance will be paid by Ashford TRS and the Cap will not apply to certain hotels for whom the lessee is not a direct or indirect wholly-owned subsidiary of Ashford TRS.
42
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
14. Commitments and Contingencies
Tax Indemnification Obligation—Under our Advisory Agreement, Ashford Trust OP is obligated to indemnify Ashford LLC for any and all tax liabilities arising from asset dispositions, deemed distributions, or fair market value and tax basis adjustments occurring since January 1, 2024. The Company has engaged tax counsel to evaluate the scope and potential exposure of this indemnification obligation. As of June 30, 2026, the Company has accrued a liability of $12.0 million related to this obligation, which is included in “due to Ashford Inc., net” on our consolidated balance sheet. The ultimate liability is subject to change and is dependent upon future asset dispositions, future taxable events and the resolution of other related tax matters.
Restricted Cash—Under certain management and debt agreements for our hotel properties existing as of June 30, 2026, escrow payments are required for insurance, real estate taxes and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow generally 4 % to 5 % of gross revenues for capital improvements. From time to time, the Company may work with its property managers and lenders in order to utilize lender and manager held reserves to fund operating shortfalls.
Franchise Fees—Under franchise agreements for our hotel properties existing as of June 30, 2026, we pay franchisor royalty fees between 4 % and 6 % of gross rooms revenue and, in some cases, 1 % to 3 % of food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1 % and 4 % of gross rooms revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2026 and 2049. When a franchise term expires, the franchisor has no obligation to renew the franchise. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property.
The table below summarizes the franchise fees incurred (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| Line Item | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Other hotel expenses | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Management Fees—Under hotel management agreements for our hotel properties existing as of June 30, 2026, we pay monthly hotel management fees equal to the greater of approximately $18,000 per hotel (increased annually based on consumer price index adjustments) or 3 % of gross revenues, or in some cases 2 % to 7 % of gross revenues, as well as annual incentive management fees, if applicable. These hotel management agreements expire from 2026 through 2038, with renewal options. If we terminate a hotel management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement. Our hotel management agreements also require that we fund property-level operating costs, including the hotel manager’s payroll and related costs.
Income Taxes—We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2021 through 2025 remain subject to potential examination by certain federal and state taxing authorities.
Litigation—On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects nine hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021, to opt out of the class; however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt-out period has been extended until such time that discovery has concluded. In May 2023, the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed or the class de-certified. After submission of the briefs, the court requested that the parties submit stipulations for the court to rule upon. On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks. A tentative settlement in the amount of $850,000 was reached on February 14, 2025. Final court approval was obtained on September 12, 2025. Ashford Trust’s portion of the settlement is 88.2 %.
43
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Settlement distributions began on July 22, 2026, and the Court has set a compliance hearing for November 18, 2026. As of June 30, 2026, the settlement liability amount was accrued.
On August 4, 2020, a lawsuit, Benjamin Zermeno v. Beverly Hills Marriott, was filed in Alameda County Superior Court as a PAGA representative action alleging various wage and hour violations of all Remington-managed California properties. The plaintiff’s individual claims were compelled to arbitration. On August 18, 2022, another lawsuit, Cristina Catalano v. Beverly Hills Marriott and Mr. C, was filed as a PAGA representative action alleging various wage and hour violations of all Remington-managed California properties. The co-defendant separately settled and the individual arbitration has also settled. A private mediation was held on December 27, 2024, to globally resolve the three outstanding matters. The court approved the settlement of all matters on January 16, 2026. The aggregate settlement is $2.5 million and Ashford Trust’s portion of the settlement is $1.8 million. As of June 30, 2026, the settlement liability was paid in full.
On April 18, 2024, the California Department of Industrial Relations (“DIR”) served the Company’s manager with an investigative subpoena relative to concerns with the Palm Springs Renaissance Hotel’s COVID recall efforts. On August 27, 2025, the DIR issued a citation that the Company’s manager failed to properly recall certain employees. On September 17, 2025, the Company’s manager filed an appeal which is currently pending. The matter is in the early stages and the ultimate outcome of this matter is unknown at this time. We do not believe that any potential loss to the Company is reasonably estimable at this time. As of June 30, 2026, no amounts were accrued.
We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters; tax matters; and matters relating to compliance with applicable law (for example, the Americans with Disabilities Act and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flow.
Our assessment may change depending upon the development of any current or future legal proceedings, and the final results of such legal proceedings cannot be predicted with certainty. If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations or cash flows could be materially adversely affected in future periods.
15. Segment Reporting
We operate in one
Each hotel property derives revenue primarily from guestroom sales, food and beverage sales and revenues from other lodging services and amenities. The accounting policies of each operating segment are the same as those described in the summary of significant accounting policies in note 2.
The CODM reviews and makes decisions on all aspects of the Company’s business using all available financial and non-financial data for each hotel individually. Capital allocation decisions to acquire, sell, enhance, redevelop or perform renewal and replacement expenditures are determined on a hotel-by-hotel basis. Specifically, the CODM reviews the results of each hotel to assess the hotel’s profitability. The key measure the CODM uses to allocate resources and assess performance is individual hotel net income (loss) before interest expense, income taxes, depreciation and amortization, adjusted to exclude certain items determined by management to not be reflective of its ongoing operating performance or incurred in the normal course of business (“Hotel Adjusted EBITDA”). The adjustments include gains and losses on hotel dispositions, impairment charges, pre-opening costs associated with extensive renovation projects, property-level legal settlements, restructuring,
44
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
severance, management transition costs and other expenses identified by management as non-recurring. The CODM does not regularly review asset information by segment.
Following Stirling OP’s redemption of its unit holders on September 2, 2025, the Company updated the presentation of its reportable segment for the three and six months ended June 30, 2026 and 2025, to incorporate the results of Stirling OP’s four The following tables include revenues, significant hotel operating expenses, and Hotel Adjusted EBITDA for the Company’s hotels, reconciled to the consolidated amounts included in the Company’s consolidated statements of operations (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| REVENUE | ||||||||||||||||||||||||||||||||
| Rooms | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||||||||
| Other hotel revenue | ||||||||||||||||||||||||||||||||
| Total hotel revenue | ||||||||||||||||||||||||||||||||
| EXPENSES | ||||||||||||||||||||||||||||||||
| Rooms | ||||||||||||||||||||||||||||||||
| Food and beverage | ||||||||||||||||||||||||||||||||
| Direct expenses | ||||||||||||||||||||||||||||||||
| Indirect expenses: | ||||||||||||||||||||||||||||||||
Property, general and administration | ||||||||||||||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||||||||||||||
| Information and telecommunications systems | ||||||||||||||||||||||||||||||||
| Repairs and maintenance | ||||||||||||||||||||||||||||||||
| Energy | ||||||||||||||||||||||||||||||||
| Lease expense | ||||||||||||||||||||||||||||||||
| Ownership expenses | ||||||||||||||||||||||||||||||||
| Incentive management fee | ||||||||||||||||||||||||||||||||
| Management fees | ||||||||||||||||||||||||||||||||
| Property taxes | ||||||||||||||||||||||||||||||||
Other taxes (refunds) | ||||||||||||||||||||||||||||||||
| Insurance | ||||||||||||||||||||||||||||||||
Total expenses | ||||||||||||||||||||||||||||||||
| Hotel adjusted EBITDA | $ | $ | $ | $ | ||||||||||||||||||||||||||||
45
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
Reconciliation of hotel adjusted EBITDA to net income (loss) | ||||||||||||||||||||||||||||||||
| Hotel adjusted EBITDA | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Other revenue | ||||||||||||||||||||||||||||||||
| Ownership expenses included in food and beverage expense | ( | ( | ||||||||||||||||||||||||||||||
| Ownership expenses included in other hotel expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Ownership expenses included in property taxes, insurance and other | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Management fees | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | ||||||||||||||||||||||||||||
Impairment charges | ( | ( | ( | |||||||||||||||||||||||||||||
Advisory services fee | ( | ( | ( | ( | ||||||||||||||||||||||||||||
Corporate, general, and administrative | ( | ( | ( | ( | ||||||||||||||||||||||||||||
Gain (loss) on disposition of assets and hotel properties | ||||||||||||||||||||||||||||||||
Gain (loss) on derecognition of assets | ||||||||||||||||||||||||||||||||
Equity in earnings (loss) of unconsolidated entities | ( | ( | ||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||||||||||
Interest expense and amortization of discounts and loan costs | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Interest expense associated with hotels in receivership | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Write-off of premiums, loan costs and exit fees | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Realized and unrealized gain (loss) on derivatives | ( | ( | ||||||||||||||||||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
The following table reconciles segment total revenue to total consolidated revenue:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
Consolidated total hotel revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
Other revenue | |||||||||||||||||||||||||||||
Total consolidated revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
16. Subsequent Events
On July 1, 2026, the Company completed the sale of the 357 -room Marriott Fremont Silicon Valley located in Fremont, California, for a purchase price of $53.0 million, subject to customary pro rations and adjustments.
On July 24, 2026, the Company entered into a definitive agreement to sell the 150 -room Embassy Suites Dulles located in Herndon, Virginia for a purchase price of $22.8 million. The agreement included a nonrefundable deposit of $500,000 which was paid in July 2026.
On July 27, 2026, the Company entered into a definitive agreement to sell the 263 -room Embassy Suites Philadelphia located in Philadelphia, Pennsylvania for a purchase price of $26.0 million. The agreement included a nonrefundable deposit of $500,000 which was paid in July 2026.
On July 31, 2026, the Company completed the sale of the 358 -room Hyatt Regency Long Island located in Hauppauge, New York, for a purchase price of $26.5 million in cash, subject to customary pro rations and adjustments.
46
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The following discussion should be read in conjunction with the unaudited financial statements and notes thereto appearing elsewhere herein. This report contains forward-looking statements within the meaning of the federal securities laws. Ashford Hospitality Trust, Inc. (“the Company,” “we,” “our” or “us”) cautions investors that any forward-looking statements presented herein, or which management may express orally or in writing from time to time, are based on management’s beliefs and assumptions at that time.
Throughout this Form 10-Q, we make forward-looking statements that are subject to risks and uncertainties. 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;
•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. Additionally, the following factors could cause actual results to vary from our forward-looking statements:
•factors discussed in our Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”) on March 23, 2026, including those set forth under the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and “Properties,” as supplemented by our subsequent Quarterly Reports on Form 10-Q and other filings under the Exchange Act;
•changes in interest rates and inflation;
•macroeconomic conditions, such as a prolonged period of weak economic growth and volatility in capital markets;
•uncertainty in the banking sector and market volatility;
•catastrophic events or geopolitical conditions, such as the conflict between Russia and Ukraine, the Israel-Palestine-Iran conflict, ongoing instability in Venezuela and changes to tariffs or trade policies;
•extreme weather conditions, which may cause property damage or interrupt business;
•actions by the lenders to foreclose on our assets that are pledged as collateral;
•general volatility of the capital markets and the market price of our common and preferred stock;
•general and economic business conditions affecting the lodging and travel industry;
•changes in our business or investment strategy;
•availability, terms and deployment of capital;
•our ability to raise capital on terms favorable to us and in a timely manner;
•unanticipated increases in financing and other costs;
•changes in our industry and the market in which we operate and local economic conditions;
•the degree and nature of our competition;
47
•actual and potential conflicts of interest with Ashford Hospitality Advisors LLC (“Ashford LLC”), Remington Lodging & Hospitality, LLC (“Remington Hospitality”), Premier Project Management LLC (“Premier”), Braemar Hotels & Resorts Inc. (“Braemar”), our executive officers and our non-independent directors;
•changes in personnel of Ashford LLC or the lack of availability of qualified personnel;
•changes in governmental regulations, accounting rules, tax rates and similar matters;
•our ability to continue as a going concern as described in our financial statement footnotes and generate sufficient liquidity to satisfy our obligations as they become due;
•legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Code”), and related rules, regulations and interpretations governing the taxation of real estate investment trusts (“REITs”), including impacts from the One Big Beautiful Bill Act (the “OBBBA”);
•limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes;
•changes in our dividend policy;
•our preferred stock purchase rights could hinder the market for our common stock; and
•future sales and issuances of our common stock or other securities which might result in dilution and could cause the price of our common stock to decline or cause our common stock to be delisted from the NYSE.
When considering forward-looking statements, you should keep in mind the matters summarized under “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed on March 23, 2026 (the “2025 Form 10-K”), and this Quarterly Report, and the discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, could cause our actual results and performance to differ significantly from those contained in our forward-looking statements. Accordingly, we cannot guarantee future results or performance. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Quarterly Report. Furthermore, we do not intend to update any of our forward-looking statements after the date of this Quarterly Report to conform these statements to actual results and performance, except as may be required by applicable law.
EXECUTIVE OVERVIEW
General
As of June 30, 2026, our portfolio consisted of 52 consolidated operating hotel properties, which represent 13,241 total rooms, and one additional consolidated operating hotel property owned through a 29.3% investment in a consolidated entity, which represents 188 total rooms. Currently, all of our hotel properties are located in the United States.
Based on our primary business objectives and forecasted operating conditions, our current key priorities and financial strategies include, among other things:
•preserving capital and maintaining significant cash and cash equivalents liquidity;
•disposition of non-core hotel properties;
•acquisition of hotel properties, in whole or in part, that we expect will be accretive to our portfolio;
•pursuing capital market activities and implementing strategies to enhance long-term stockholder value;
•accessing cost effective capital, including through the issuance of non-traded preferred securities;
•opportunistically exchanging preferred stock into common stock;
•implementing selective capital improvements designed to increase profitability and maintain the quality of our assets;
•implementing effective asset management strategies to minimize operating costs and increase revenues;
•financing or refinancing hotels on competitive terms;
•modifying or extending property-level indebtedness;
•utilizing hedges, derivatives and other strategies to mitigate risks;
•pursuing opportunistic value-add additions to our hotel portfolio; and
•making other investments or divestitures that our board of directors deems appropriate.
48
Our current investment strategy is to focus on owning predominantly full-service hotels in the upper upscale segment in domestic markets that have RevPAR generally less than twice the national average. We believe that as supply, demand and capital market cycles change, we will be able to shift our investment strategy to take advantage of new lodging-related investment opportunities as they may develop. Our board of directors may change our investment strategy at any time without stockholder approval or notice. We will continue to seek ways to benefit from the cyclical nature of the hotel industry.
We are advised by Ashford LLC, a subsidiary of Ashford Inc., through the Advisory Agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.
We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. As of June 30, 2026, Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages 36 of our 53 operating hotel properties. Third-party management companies manage the remaining hotel properties.
Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, design and construction services, debt placement and related services, audiovisual services, real estate advisory and brokerage services, insurance policies covering general liability, workers’ compensation and business automobile claims and insurance claims services, hypoallergenic premium rooms, watersport activities and cash management services.
Mr. Monty J. Bennett, chairman and chief executive officer of Ashford Inc. and, together with his father, Mr. Archie Bennett, Jr. (the “Bennetts”), as of June 30, 2026, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 810,123 shares of Ashford Inc. common stock, which represented an approximate 52.5% ownership interest in Ashford Inc., and owned 18,777,914 shares of Ashford Inc. Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,745,833 shares of Ashford Inc. common stock, which, if converted as of June 30, 2026, would have increased the Bennetts’ ownership interest in Ashford Inc. to 88.4%. The 18,777,914 shares of Series D Convertible Preferred Stock owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. include 360,000 shares owned by trusts. Additionally, Mr. Monty J. Bennett acquired the right to direct votes, effective March 25, 2025, and as of June 30, 2026, those rights represented approximately 534,000 common shares.
For additional detail regarding the relationships among the Company, Ashford LLC and its affiliates, and other entities advised by Ashford LLC, please see the section titled “Certain Relationships and Related Person Transactions” in the Company’s 2026 Annual Proxy Statement and any current or annual report, prospectus supplement, or proxy statement filed by the Company with the SEC at www.sec.gov.
Recent Developments
Disposition of Hotel Properties
The following table presents the Company’s most recent dispositions of hotel properties (in thousands):
| Property | Location | Date | Sale Price (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites Palm Beach Gardens | Palm Beach Gardens, FL | April 7, 2026 | $ | 41,000 | ||||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites Dallas | Dallas, TX | May 6, 2026 | $ | 17,000 | ||||||||||||||||||||||||||||||||||||||||||||||
| Lakeway Resort & Spa | Austin, TX | May 19, 2026 | $ | 37,750 | ||||||||||||||||||||||||||||||||||||||||||||||
| Sheraton Indianapolis City Centre | Indianapolis, IN | May 21, 2026 | $ | 32,100 | ||||||||||||||||||||||||||||||||||||||||||||||
| Silversmith Hotel | Chicago, IL | June 1, 2026 | $ | 16,000 | ||||||||||||||||||||||||||||||||||||||||||||||
| Sheraton San Diego Mission Valley | San Diego, CA | June 9, 2026 | $ | 45,250 | ||||||||||||||||||||||||||||||||||||||||||||||
| Hilton Garden Inn Jacksonville | Jacksonville, FL | June 11, 2026 | $ | 11,300 | ||||||||||||||||||||||||||||||||||||||||||||||
| Hilton Garden Inn Austin Downtown | Austin, TX | June 18, 2026 | $ | 26,850 | ||||||||||||||||||||||||||||||||||||||||||||||
| Hyatt Regency Savannah | Savannah, GA | June 30, 2026 | $ | 158,000 | ||||||||||||||||||||||||||||||||||||||||||||||
| Marriott Fremont Silicon Valley | Fremont, CA | July 1, 2026 | $ | 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||
| Hyatt Regency Long Island | Hauppauge, NY | July 31, 2026 | $ | 26,452 | ||||||||||||||||||||||||||||||||||||||||||||||
(1) Sale price is prior to adjustments and buyer credits.
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Other Developments
On June 1, 2026, the Company received notice that the Hilton Santa Cruz Scotts Valley had been transferred to a court-appointed receiver. We derecognized the Hilton Santa Cruz Scotts Valley from our consolidated balance sheet in June 2026, when the receiver took control of the hotel property and, accordingly, recognized a loss of $597,000, which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations for the three and six months ended June 30, 2026. We recorded a contract asset of $24.9 million as of June 30, 2026, which represented the liabilities from which we expect to be released upon final resolution with the lenders on the Hilton Santa Cruz Scotts Valley mortgage loans in exchange for the transfer of ownership of the hotel property.
On July 24, 2026, the Company entered into a definitive agreement to sell the 150-room Embassy Suites Dulles located in Herndon, Virginia for a purchase price of $22.8 million. The agreement included a nonrefundable deposit of $500,000 which was paid in July of 2026.
On July 27, 2026, the Company entered into a definitive agreement to sell the 263-room Embassy Suites Philadelphia located in Philadelphia, Pennsylvania for a purchase price of $26.0 million. The agreement included a nonrefundable deposit of $500,000 which was paid in July of 2026.
RESULTS OF OPERATIONS
Key Indicators of Operating Performance
We use a variety of operating and other information to evaluate the operating performance of our business. These key indicators include financial information that is prepared in accordance with GAAP as well as other financial measures that are non-GAAP measures. In addition, we use other information that may not be financial in nature, including statistical information and comparative data. We use this information to measure the operating performance of our individual hotels, groups of hotels and/or business as a whole. We also use these metrics to evaluate the hotels in our portfolio and potential acquisitions to determine each hotel’s contribution to cash flow and its potential to provide attractive long-term total returns. These key indicators include:
•Occupancy—Occupancy means the total number of hotel rooms sold in a given period divided by the total number of rooms available. Occupancy measures the utilization of our hotels’ available capacity. We use occupancy to measure demand at a specific hotel or group of hotels in a given period.
•ADR—ADR means average daily rate and is calculated by dividing total hotel rooms revenues by total number of rooms sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. We use ADR to assess the pricing levels that we are able to generate.
•RevPAR—RevPAR means revenue per available room and is calculated by multiplying ADR by the average daily occupancy. RevPAR is one of the commonly used measures within the hotel industry to evaluate hotel operations. RevPAR does not include revenues from food and beverage sales or parking, telephone or other non-rooms revenues generated by the property. Although RevPAR does not include these ancillary revenues, it is generally considered the leading indicator of core revenues for many hotels. We also use RevPAR to compare the results of our hotels between periods and to analyze results of our comparable hotels (comparable hotels represent hotels we have owned for the entire period). RevPAR improvements attributable to increases in occupancy are generally accompanied by increases in most categories of variable operating costs. RevPAR improvements attributable to increases in ADR are generally accompanied by increases in limited categories of operating costs, such as management fees and franchise fees.
RevPAR changes that are primarily driven by changes in occupancy have different implications for overall revenues and profitability than changes that are driven primarily by changes in ADR. For example, an increase in occupancy at a hotel would lead to additional variable operating costs (including housekeeping services, utilities and room supplies) and could also result in increases in other operating department revenues and expenses. Changes in ADR typically have a greater impact on operating margins and profitability as they do not have a substantial effect on variable operating costs.
Occupancy, ADR and RevPAR are commonly used measures within the lodging industry to evaluate operating performance. RevPAR is an important statistic for monitoring operating performance at the individual hotel level and across our entire business. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a regional and company-wide basis. ADR and RevPAR include only rooms revenue. Rooms revenue is dictated by demand (as measured by occupancy), pricing (as measured by ADR) and our available supply of hotel rooms.
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We also use funds from operations (“FFO”), Adjusted FFO, earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”) and Adjusted EBITDAre as measures of the operating performance of our business. See “Non-GAAP Financial Measures.”
The following table summarizes the changes in key line items from our consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Favorable (Unfavorable) Change | Six Months Ended June 30, | Favorable (Unfavorable) Change | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 to 2025 | 2026 | 2025 | 2026 to 2025 | ||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 273,240 | $ | 302,001 | $ | (28,761) | $ | 540,972 | $ | 579,360 | $ | (38,388) | |||||||||||||||||||||||||||||||||||
| Total hotel expenses | (176,455) | (198,830) | 22,375 | (357,585) | (387,304) | 29,719 | |||||||||||||||||||||||||||||||||||||||||
| Property taxes, insurance and other | (13,179) | (16,234) | 3,055 | (28,073) | (32,283) | 4,210 | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (28,628) | (35,276) | 6,648 | (60,634) | (72,615) | 11,981 | |||||||||||||||||||||||||||||||||||||||||
| Impairment charges | — | (1,447) | 1,447 | (112,649) | (1,447) | (111,202) | |||||||||||||||||||||||||||||||||||||||||
Advisory services fee | (14,199) | (12,017) | (2,182) | (34,222) | (23,562) | (10,660) | |||||||||||||||||||||||||||||||||||||||||
| Corporate, general and administrative | (1,325) | (5,485) | 4,160 | (2,927) | (9,817) | 6,890 | |||||||||||||||||||||||||||||||||||||||||
Gain (loss) on disposition of assets and hotel properties | 150,046 | 6,684 | 143,362 | 250,076 | 38,552 | 211,524 | |||||||||||||||||||||||||||||||||||||||||
Gain (loss) on derecognition of assets | 6,828 | 9,900 | (3,072) | 14,618 | 19,946 | (5,328) | |||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | 196,328 | 49,296 | 147,032 | 209,576 | 110,830 | 98,746 | |||||||||||||||||||||||||||||||||||||||||
| Equity in earnings (loss) of unconsolidated entities | 47 | 44 | 3 | (155) | (387) | 232 | |||||||||||||||||||||||||||||||||||||||||
| Interest income | 1,047 | 1,253 | (206) | 1,969 | 2,467 | (498) | |||||||||||||||||||||||||||||||||||||||||
| Other income (expense) | — | — | — | 3,223 | — | 3,223 | |||||||||||||||||||||||||||||||||||||||||
| Interest expense and amortization of discounts and loan costs | (55,670) | (70,135) | 14,465 | (129,224) | (136,591) | 7,367 | |||||||||||||||||||||||||||||||||||||||||
Interest expense associated with hotels in receivership | (7,607) | (10,454) | 2,847 | (15,427) | (20,846) | 5,419 | |||||||||||||||||||||||||||||||||||||||||
| Write-off of premiums, loan costs and exit fees | (305) | (1,486) | 1,181 | (1,559) | (6,083) | 4,524 | |||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | (1,950) | (2) | (1,948) | (1,975) | (15) | (1,960) | |||||||||||||||||||||||||||||||||||||||||
| Realized and unrealized gain (loss) on derivatives | 44 | (836) | 880 | 801 | (3,576) | 4,377 | |||||||||||||||||||||||||||||||||||||||||
Income tax (expense) benefit | (2,553) | (119) | (2,434) | (3,305) | (436) | (2,869) | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 129,381 | (32,439) | 161,820 | 63,924 | (54,637) | 118,561 | |||||||||||||||||||||||||||||||||||||||||
(Income) loss attributable to noncontrolling interest in consolidated entities | 341 | 1,412 | (1,071) | 996 | 3,188 | (2,192) | |||||||||||||||||||||||||||||||||||||||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (1,729) | 631 | (2,360) | (699) | 1,082 | (1,781) | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to the Company | $ | 127,993 | $ | (30,396) | $ | 158,389 | $ | 64,221 | $ | (50,367) | $ | 114,588 | |||||||||||||||||||||||||||||||||||
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All hotel properties held during the three and six months ended June 30, 2026 and 2025 have been included in our results of operations during the respective periods in which they were held. Based on when a hotel property was acquired or disposed, operating results for certain hotel properties are not comparable for the three and six months ended June 30, 2026 and 2025. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following transactions affect the reporting comparability of our consolidated financial statements:
Hotel Properties | Location | Type | Date | |||||||||||||||||
Courtyard Boston Downtown (1) | Boston, MA | Disposition | January 10, 2025 | |||||||||||||||||
Residence Inn Evansville (1) | Evansville, IN | Disposition | August 11, 2025 | |||||||||||||||||
Hilton NASA Clear Lake (1) | Houston, TX | Disposition | August 22, 2025 | |||||||||||||||||
Residence Inn San Diego (1) | San Diego, CA | Disposition | October 15, 2025 | |||||||||||||||||
Le Pavillon (1) | New Orleans, LA | Disposition | December 18, 2025 | |||||||||||||||||
Embassy Suites Houston (1) | Houston, TX | Disposition | February 9, 2026 | |||||||||||||||||
Embassy Suites Austin (1) | Austin, TX | Disposition | February 17, 2026 | |||||||||||||||||
Hilton St. Petersburg Bayfront (1) | St. Petersburg, FL | Disposition | March 5, 2026 | |||||||||||||||||
La Posada de Santa Fe (1) | Santa Fe, NM | Disposition | March 17, 2026 | |||||||||||||||||
Hilton Alexandria Old Town (1) | Alexandria, VA | Disposition | March 31, 2026 | |||||||||||||||||
Embassy Suites Palm Beach Gardens (1) | Palm Beach Gardens, FL | Disposition | April 7, 2026 | |||||||||||||||||
Embassy Suites Dallas (1) | Dallas, TX | Disposition | May 6, 2026 | |||||||||||||||||
Lakeway Resort & Spa (1) | Austin, TX | Disposition | May 19, 2026 | |||||||||||||||||
Sheraton Indianapolis City Centre (1) | Indianapolis, IN | Disposition | May 21, 2026 | |||||||||||||||||
Silversmith Hotel (1) | Chicago, IL | Disposition | June 1, 2026 | |||||||||||||||||
| Hilton Santa Cruz Scotts Valley | Santa Cruz, CA | Derecognized | June 1, 2026 | |||||||||||||||||
Sheraton San Diego Mission Valley (1) | San Diego, CA | Disposition | June 9, 2026 | |||||||||||||||||
Hilton Garden Inn Jacksonville (1) | Jacksonville, FL | Disposition | June 11, 2026 | |||||||||||||||||
Hilton Garden Inn Austin Downtown (1) | Austin, TX | Disposition | June 18, 2026 | |||||||||||||||||
Hyatt Regency Savannah (1) | Savannah, GA | Disposition | June 30, 2026 | |||||||||||||||||
____________________________________
(1) Referred to as “Hotel Dispositions.”
The following table illustrates the key performance indicators of the operating hotel properties included in our results of operations:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| RevPAR (revenue per available room) | $ | 154.95 | $ | 144.08 | $ | 145.05 | $ | 138.09 | |||||||||||||||
| Occupancy | 76.16 | % | 75.23 | % | 72.24 | % | 71.62 | % | |||||||||||||||
| ADR (average daily rate) | $ | 203.46 | $ | 191.51 | $ | 200.80 | $ | 192.80 | |||||||||||||||
The following table illustrates the key performance indicators of the 53 comparable hotel properties that were included in our results of operations for the full three and six months ended June 30, 2026 and 2025, respectively:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| RevPAR | $ | 155.68 | $ | 146.09 | $ | 146.74 | $ | 139.27 | |||||||||||||||
| Occupancy | 76.07 | % | 75.53 | % | 72.49 | % | 71.71 | % | |||||||||||||||
| ADR | $ | 204.65 | $ | 193.42 | $ | 202.43 | $ | 194.23 | |||||||||||||||
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Comparison of the Three Months Ended June 30, 2026 and 2025
Net Income (Loss) Attributable to the Company. Net income (loss) attributable to the Company changed $158.4 million, from net loss of $30.4 million for the three months ended June 30, 2025 (the “2025 quarter”) to net income of $128.0 million for the three months ended June 30, 2026 (the “2026 quarter”) as a result of the factors discussed below.
Revenue. Rooms revenue from our hotel properties decreased $17.6 million, or 7.7%, to $209.6 million in the 2026 quarter compared to the 2025 quarter. This decrease in the 2026 quarter is primarily attributable to decreases of $28.3 million from our Hotel Dispositions and $758,000 from the derecognition of the Hilton Santa Cruz Scotts Valley in June 2026 (the “Hilton Santa Cruz Scotts Valley Derecognition”). These decreases were partially offset by higher rooms revenue of $11.5 million from our comparable hotel properties. Our comparable hotel properties experienced an increase of 5.8% in room rates and a 54 basis point increase in occupancy.
Food and beverage revenue decreased $8.3 million, or 15.1%, to $47.0 million in the 2026 quarter compared to the 2025 quarter. This decrease in the 2026 quarter is primarily attributable to decreases of food and beverage sales of $6.2 million from our Hotel Dispositions and $2.1 million from our comparable hotels.
Other hotel revenue, which consists mainly of internet access, parking, and spa revenue, decreased $2.6 million, or 13.5%, to $16.4 million in the 2026 quarter compared to the 2025 quarter primarily due to our Hotel Dispositions. Other non-hotel revenue decreased $283,000, or 62.1%, to $173,000 in the 2026 quarter as compared to the 2025 quarter.
Hotel Operating Expenses. Hotel operating expenses decreased $22.4 million, or 11.3%, to $176.5 million in the 2026 quarter compared to the 2025 quarter. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. Direct expenses decreased $10.3 million in the 2026 quarter as compared to the 2025 quarter primarily due to a decrease of $10.4 million from our Hotel Dispositions. Direct expenses were 29.0% of total hotel revenue for the 2026 quarter and 29.7% for the 2025 quarter.
Indirect expenses and management fees decreased $12.1 million in the 2026 quarter as compared to the 2025 quarter primarily due to decreases of $14.1 million from our Hotel Dispositions and $392,000 from the Hilton Santa Cruz Scotts Valley Derecognition. The decrease in the 2026 quarter was partially offset by an increase of $2.4 million from our comparable hotel properties.
Property Taxes, Insurance and Other. Property taxes, insurance and other expense decreased $3.1 million, or 18.8%, to $13.2 million during the 2026 quarter compared to the 2025 quarter. The decrease in the 2026 quarter was primarily due to decreases of $2.4 million and $594,000 from our Hotel Dispositions and our comparable hotel properties, respectively.
Depreciation and Amortization. Depreciation and amortization decreased $6.6 million, or 18.8%, to $28.6 million during the 2026 quarter compared to the 2025 quarter. The decrease in the 2026 quarter was primarily due to decreases of $6.1 million from our Hotel Dispositions and $395,000 from our comparable hotel properties.
Impairment Charges. Impairment charges were $1.4 million in the 2025 quarter. The impairment charges related to the Residence Inn Evansville as a result of reduced estimated cash flows resulting from the sale of the property in August 2025.
Advisory Services Fee. Advisory services fee increased $2.2 million, or 18.2%, to $14.2 million in the 2026 quarter compared to the 2025 quarter. The advisory services fee represents fees incurred in connection with the advisory agreements between Ashford LLC and the Company and, prior to September 2, 2025, between Stirling Advisor and Stirling OP. In the 2026 quarter, the advisory services fee was primarily comprised of a base advisory fee of $8.5 million and reimbursable expenses of $5.7 million. In the 2025 quarter, the advisory services fee was primarily comprised of a base advisory fee of $8.2 million, equity-based compensation of $222,000 awarded to the officers and employees of Ashford LLC, reimbursable expenses of $3.3 million and fees totaling $306,000 associated with Stirling OP’s advisory agreement.
Corporate, General and Administrative. Corporate, general and administrative expense decreased $4.2 million from $5.5 million in the 2025 quarter to $1.3 million in the 2026 quarter. The decrease was primarily attributable to decreases in reimbursements of Ashford Securities’ operating expenses of $2.5 million from the winding down of Ashford Securities, miscellaneous expenses of $888,000, public company costs of $536,000 and legal and professional costs of $221,000.
Gain (Loss) on Disposition of Assets and Hotel Properties. Gain on disposition of assets and hotel properties increased $143.4 million from $6.7 million in the 2025 quarter to $150.0 million in the 2026 quarter. The gain in the 2026 quarter was primarily related to net gains from the sale of nine hotel properties in the 2026 quarter. See note 5 to our consolidated financial statements.
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Gain (Loss) on Derecognition of Assets. Gain on derecognition of assets decreased $3.1 million from $9.9 million in the 2025 quarter to $6.8 million in the 2026 quarter. The gain primarily represents the increase of the contract asset on our consolidated balance sheets. We record a contract asset associated with the accrued interest expense from the default of the KEYS A, KEYS B and Hilton Santa Cruz Scotts Valley loans as we expect to be released from this obligation upon final resolution with the lender. The gains in the 2026 quarter and in the 2025 quarter primarily relate to accrued interest on the mortgage loans of the KEYS A, KEYS B and Hilton Santa Cruz Scotts Valley properties in receivership. See note 6 to our consolidated financial statements.
Equity in Earnings (Loss) of Unconsolidated Entities. Equity in earnings of unconsolidated entities was $47,000 in the 2026 quarter and $44,000 in the 2025 quarter. Equity in earnings primarily results from our investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage in Napa, California.
Interest Income. Interest income was $1.0 million and $1.3 million for the 2026 quarter and the 2025 quarter, respectively. The decrease in interest income in the 2026 quarter was primarily attributable to lower excess cash balances in the 2026 quarter compared to the 2025 quarter.
Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs decreased $14.5 million, or 20.6%, to $55.7 million during the 2026 quarter compared to the 2025 quarter. The decrease is primarily due to decreases of $9.3 million from our Hotel Dispositions, $3.6 million from lower interest expense and amortization of discounts and loan costs at our comparable hotels and $1.6 million from lower default interest and late charges recorded on mortgage loans in default.
Interest Expense Associated with Hotels in Receivership. Interest expense associated with hotels in receivership decreased $2.8 million, from $10.5 million in the 2025 quarter to $7.6 million in the 2026 quarter. The decrease is due to fewer hotels being under receivership in the 2026 quarter compared to the 2025 quarter. On June 25, 2025 and December 22, 2025, the Courtyard Oakland Airport and SpringHill Suites BWI Airport were transferred to a third-party purchaser. On March 4, 2026, the SpringHill Suites Plymouth Meeting was also transferred to a third-party purchaser. As a result, the contract asset and corresponding indebtedness associated with hotels in receivership and accrued interest associated with hotels in receivership were reduced for the amounts attributable to each hotel. Interest expense associated with hotels in receivership additionally includes interest expense related to the Hilton Santa Cruz Scotts Valley Derecognition. See note 6 to our consolidated financial statements.
Write-off of Premiums, Loan Costs and Exit Fees. Write-off of premiums, loan costs and exit fees was $305,000 in the 2026 quarter and $1.5 million in the 2025 quarter. In the 2025 quarter, we incurred fees of $1.5 million related to loan refinances and modifications.
Gain (Loss) on Extinguishment of Debt. Gain (loss) on extinguishment of debt resulted in a loss of $2.0 million in the 2026 quarter and a loss of $2,000 in the 2025 quarter. The loss in the 2026 quarter primarily related to write-offs related to our Hotel Dispositions.
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain (loss) on derivatives changed $880,000 from an $836,000 loss in the 2025 quarter to a $44,000 gain in the 2026 quarter. In the 2026 quarter, we recognized net unrealized gains of $44,000 on our derivatives, which were primarily attributable to interest rate caps.
In the 2025 quarter, we recognized net unrealized losses of $1.3 million on our derivatives. These unrealized losses were partially offset by net realized gains of $473,000 related to payments from counterparties on interest rate caps.
Income Tax (Expense) Benefit. Income tax expense increased $2.4 million, from $119,000 in the 2025 quarter to $2.6 million in the 2026 quarter. The increase in income tax expense in the 2026 quarter was primarily attributable to an increase in the taxable income of our TRS entities.
(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. Our noncontrolling interest partners in consolidated entities were allocated losses of $341,000 and $1.4 million in the 2026 quarter and the 2025 quarter, respectively. Noncontrolling interests in consolidated entities represented an ownership interest of 70.7% in 815 Commerce MM and, prior to September 2, 2025, an ownership interest of 0.30% in Stirling OP. See notes 1 and 2 to our consolidated financial statements.
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated net income of $1.7 million in the 2026 quarter and a net loss of $631,000 in the 2025 quarter. Redeemable noncontrolling interests represented ownership interests of 1.41% and 1.56% in the operating partnership at June 30, 2026 and 2025, respectively.
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Comparison of the Six Months Ended June 30, 2026 and 2025
Net Income (Loss) Attributable to the Company. Net income (loss) attributable to the Company changed $114.6 million from a net loss of $50.4 million for the six months ended June 30, 2025 (the “2025 period”) to net income of $64.2 million for the six months ended June 30, 2026 (the “2026 period”) as a result of the factors discussed below.
Revenue. Rooms revenue from our hotel properties decreased $23.9 million, or 5.5%, to $409.6 million in the 2026 period compared to the 2025 period. This decrease in the 2026 period was primarily attributable to decreases in rooms revenue of $41.4 million from our Hotel Dispositions and $645,000 from the Hilton Santa Cruz Scotts Valley Derecognition. These decreases were partially offset by an increase in rooms revenue of $18.1 million at our comparable hotel properties. Our comparable hotel properties experienced an increase of 4.2% in room rates and an increase of 78 basis points in occupancy.
Food and beverage revenue decreased $11.3 million, or 10.3%, to $98.6 million in the 2026 period compared to the 2025 period. This decrease in the 2026 period was primarily attributable to decreases in food and beverage revenue of $8.2 million from our Hotel Dispositions and $2.9 million at our comparable hotel properties.
Other hotel revenue, which consists mainly of internet access, parking, and spa revenue, decreased $2.8 million, or 8.0%, to $32.4 million in the 2026 period compared to the 2025 period primarily attributable to our Hotel Dispositions. Other revenue decreased $438,000, or 57.3%, to $327,000 in the 2026 period compared to the 2025 period.
Hotel Operating Expenses. Hotel operating expenses decreased $29.7 million, or 7.7%, to $357.6 million in the 2026 period compared to the 2025 period. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. Direct expenses decreased $13.4 million in the 2026 period compared to the 2025 period, primarily due to a decrease of $14.1 million from our Hotel Dispositions. The decrease in direct expenses was partially offset by an increase in the 2026 period of $893,000 from our comparable hotel properties. Direct expenses were 29.9% of total hotel revenue for the 2026 period and 30.3% for the 2025 period.
Indirect expenses and management fees decreased $16.3 million in the 2026 period compared to the 2025 period, primarily due to a decrease of $19.3 million from our Hotel Dispositions. The decrease in the 2026 period was partially offset by an increase of $3.3 million from our comparable hotel properties.
Property Taxes, Insurance and Other. Property taxes, insurance and other expense decreased $4.2 million or 13.0%, to $28.1 million in the 2026 period compared to the 2025 period. The decrease in the 2026 period was primarily due to decreases of $3.2 million from our Hotel Dispositions and $933,000 from our comparable hotel properties.
Depreciation and Amortization. Depreciation and amortization decreased $12.0 million or 16.5%, to $60.6 million in the 2026 period compared to the 2025 period. The decreases in the 2026 period were primarily due to decreases of $9.4 million from our Hotel Dispositions and $2.4 million from our comparable hotel properties.
Impairment Charges. Impairment charges were $112.6 million in the 2026 period and $1.4 million in the 2025 period. In the 2026 period, we recorded impairment charges on nine properties. The impairment charges were a result of reduced estimated future cash flows resulting from reductions to the expected holding periods of the hotel properties. The impairment charges for four properties were based on a market approach methodology which compares the net book value of the assets to their fair market value. The impairment charge for the remaining five properties were based on the income approach which utilized a discounted cash flow methodology, supported by the market approach. See note 5 to our consolidated financial statements.
Advisory Services Fee. The advisory services fee increased $10.7 million, or 45.2%, to $34.2 million in the 2026 period compared to the 2025 period primarily due to an increase in reimbursable expenses arising from the Company’s obligation to indemnify Ashford LLC for certain tax liabilities under the Advisory Agreement. The advisory services fee represents fees incurred in connection with the advisory agreements between Ashford LLC and the Company and, prior to September 2, 2025, between Stirling Advisor and Stirling OP. In the 2026 period, the advisory services fee primarily comprised a base advisory fee of $16.8 million and reimbursable expenses of $17.4 million. In the 2025 period, the advisory services fee primarily comprised a base advisory fee of $16.3 million, reimbursable expenses of $6.5 million, an incentive advisory fee of $27,000, and fees totaling $574,000 associated with Stirling OP’s advisory agreement.
Corporate, General and Administrative. Corporate, general and administrative expenses decreased $6.9 million, or 70.2%, to $2.9 million in the 2026 period compared to the 2025 period. The decrease was primarily attributable to decreases in reimbursements of Ashford Securities’ operating expenses of $3.8 million from the winding down of Ashford Securities, legal and professional expenses of $1.2 million, public company costs of $951,000 and miscellaneous expenses of $973,000.
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Gain (Loss) on Disposition of Assets and Hotel Properties. Gain on disposition of assets and hotel properties increased $211.5 million, from $38.6 million in the 2025 period to $250.1 million in the 2026 period. The gain in the 2026 period was primarily related to the sale of 14 of our hotel properties in the 2026 period. The gain in the 2025 period was primarily related to the sale of Courtyard Boston Downtown. See note 5 to our consolidated financial statements.
Gain (Loss) on Derecognition of Assets. Gain on derecognition of assets decreased $5.3 million, from $19.9 million in the 2025 period to $14.6 million in the 2026 period. The gain primarily represents the increase of the contract asset on our consolidated balance sheets. We record a contract asset associated with the accrued interest expense from the default of the KEYS A, KEYS B and Hilton Santa Cruz Scotts Valley loans as we expect to be released from this obligation upon final resolution with the lender. The gains in the 2026 period and the 2025 period relate to accrued interest on the mortgage loans of the KEYS A, KEYS B and Hilton Santa Cruz Scotts Valley properties in receivership. See note 6 to our consolidated financial statements.
Equity in Earnings (Loss) of Unconsolidated Entities. Equity in loss of unconsolidated entities was $155,000 in the 2026 period and $387,000 in the 2025 period. Equity in loss primarily results from our investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage in Napa, California.
Interest Income. Interest income was $2.0 million and $2.5 million in the 2026 period and the 2025 period, respectively. The decrease in interest income in the 2026 period was primarily attributable to lower excess cash balances in the 2026 period compared to the 2025 period.
Other Income (Expense). In the 2026 period and the 2025 period, we recorded other income of $3.2 million and $0, respectively. The income in the 2026 period was from the sale of historical tax credits related to the Le Pavillon hotel which were sold subsequent to the sale of the property in December 2025.
Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs decreased $7.4 million, or 5.4%, to $129.2 million in the 2026 period compared to the 2025 period. The decrease was primarily due to decreases of $16.3 million from our Hotel Dispositions and $944,000 from the pay-off of the Oaktree loan in February 2025. These decreases were partially offset by increases due to higher default interest and late charges recorded on mortgage loans in default of $8.5 million and higher interest expense and amortization of discounts and loan costs at our comparable hotels of $1.3 million.
Interest Expense Associated with Hotels in Receivership. Interest expense associated with hotels in receivership decreased $5.4 million, from $20.8 million in the 2025 period to $15.4 million in the 2026 period. The decrease is due to fewer hotels being under receivership in the 2026 period compared to the 2025 period. On June 25, 2025 and December 22, 2025, the Courtyard Oakland Airport and SpringHill Suites BWI Airport were transferred to a third-party purchaser. On March 4, 2026, the SpringHill Suites Plymouth Meeting was also transferred to a third-party purchaser. As a result, the contract asset and corresponding indebtedness associated with hotels in receivership and accrued interest associated with hotels in receivership were reduced for the amounts attributable to each hotel. Interest expense associated with hotels in receivership additionally includes interest expense related to the Hilton Santa Cruz Scotts Valley Derecognition. See note 6 to our consolidated financial statements.
Write-off of Premiums, Loan Costs and Exit Fees. Write-off of premiums, loan costs and exit fees was $1.6 million in the 2026 period and $6.1 million in the 2025 period. In the 2026 period, we incurred fees of $1.6 million from loan refinances and modifications. In the 2025 period, we incurred fees of approximately $3.3 million related to loan refinances and modifications, $2.2 million related to prepayment penalties and exit fees on loan refinances, wrote-off $378,000 of unamortized loan costs and incurred $193,000 non-reimbursed legal fees relating to repaying the Oaktree loan.
Gain (Loss) on Extinguishment of Debt. Gain (loss) on extinguishment of debt resulted in a loss of $2.0 million in the 2026 period and a loss of $15,000 in the 2025 period. The loss in the 2026 period primarily related to write-offs related to our Hotel Dispositions.
Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain (loss) on derivatives changed by $4.4 million from a $3.6 million loss in the 2025 period to an $801,000 gain in the 2026 period. In the 2026 period, we recognized $801,000 of net unrealized gains on our derivatives which were primarily attributable to interest rate caps.
In the 2025 period, we recognized $4.4 million of net unrealized losses on our derivatives which were primarily attributable to interest rate caps. These unrealized losses were partially offset by net realized gains on interest rate caps of $795,000.
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Income Tax (Expense) Benefit. Income tax expense increased $2.9 million, from $436,000 in the 2025 period to $3.3 million in the 2026 period. The increase in income tax expense in the 2026 period was primarily attributable to an increase in the taxable income of our TRS entities.
(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. Our noncontrolling interest partners in consolidated entities were allocated losses of $996,000 and $3.2 million in the 2026 period and the 2025 period, respectively. Noncontrolling interests in consolidated entities represented an ownership interest of 70.7% in 815 Commerce MM and, prior to September 2, 2025, 0.30% in Stirling OP. See notes 1 and 2 to our consolidated financial statements.
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Redeemable noncontrolling interests in operating partnership were allocated net income of $699,000 in the 2026 period and a net loss of $1.1 million in the 2025 period. Redeemable noncontrolling interests represented ownership interests of 1.41% and 1.56% in the operating partnership as of June 30, 2026 and 2025, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
As of June 30, 2026, the Company held cash and cash equivalents of $75.0 million and restricted cash of $137.0 million (including amounts held for sale), the vast majority of which comprises lender and manager-held reserves. As of June 30, 2026, $24.2 million (including amounts held for sale) was also due to the Company from third-party hotel managers, most of which is held by one of the Company’s managers and is available to fund hotel operating costs. During the six months ended June 30, 2026, the net decrease in cash, cash equivalents and restricted cash (including cash, cash equivalents and restricted cash held for sale) was $4.5 million.
As described in note 2 to our consolidated financial statements, the Company forecasts it may not have enough cash to support the Company’s daily operations one year from the date the financial statements are issued due primarily to anticipated debt service costs, debt maturities and the potential termination fee the Company would owe to Ashford LLC upon the triggering of the change of control provision in the Advisory Agreement. We have $945.2 million of non-recourse loans that mature within one year from the date the financial statements are issued. If our lenders elect not to refinance these loans and foreclose on these properties and the Company’s Annualized Portfolio Cash Flow (as defined in the Advisory Agreement) is below $65 million, the change of control provision in the Advisory Agreement could be triggered at Ashford LLC’s discretion within one year from the date the financial statements are issued, resulting in a termination fee. See discussion in note 13 to our consolidated financial statements.
We are taking several steps to reduce our cash utilization and potentially raise additional capital. The Company’s ability to continue as a going concern is dependent upon its ability to improve the profitability of its operations, refinance or extend the maturity of our loans and increase our cash position from the sale of certain hotel properties. While the Company believes in the viability of its strategy, GAAP requires that in making this determination the Company cannot consider any remedies outside of the Company’s control which have not been fully implemented. As such, the Company could not consider future potential fundraising activities, whether through equity or debt offerings or dispositions of hotel properties as we could not conclude they were probable of being effectively implemented.
With respect to upcoming maturities, no assurances can be given that we will be able to refinance our upcoming maturities. Additionally, no assurances can be given that we will obtain additional financings or, if we do, what the amount and terms will be. Our failure to obtain future financing under favorable terms could adversely impact our ability to execute our business strategy or may result in lender foreclosure.
Based on these factors, the Company has determined that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
The Company’s cash and cash equivalents primarily comprised corporate cash invested in short-term U.S. Treasury securities with maturity dates of less than 90 days and corporate cash held at commercial banks in Insured Cash Sweep (“ICS”) accounts, which are fully insured by the FDIC. The Company’s cash and cash equivalents also includes property-level operating cash deposited with commercial banks that have been designated as a Global Systemically Important Bank (“G-SIB”) by the Financial Stability Board (“FSB”) and a small amount deposited with other commercial banks.
Our cash position from operations is affected primarily by macro industry movements in occupancy and rates as well as our ability to control costs. Further, interest rates can greatly affect the cost of our debt service as well as the value of any financial
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hedges we may put in place. We monitor industry fundamentals and interest rates very closely. Capital expenditures above our reserves will affect cash flow as well and are impacted by inflation.
Certain of our loan agreements contain cash trap provisions that may be triggered if the performance of our hotels declines below a threshold. When these provisions are triggered, substantially all of the profit generated by our hotels is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders. During a cash trap, certain disbursements from these hotel operating cash receipts would require consent of our lenders. At June 30, 2026, 30 of our hotels were in cash traps and approximately $13.7 million of our restricted cash was subject to these cash traps. Our loans currently in cash traps may remain subject to cash trap provisions for a substantial period of time, which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT.
We have extension options relating to certain property-level loans that will permit us to extend the maturity date of our loans if certain conditions are satisfied at the respective extension dates, including the achievement of debt yield targets required in order to extend such loans. To the extent we decide to extend the maturity date of the debt outstanding under the loans, we may be required to prepay a significant amount of the loans in order to meet the required debt yield targets. There can be no assurances that we will be able to meet the conditions for extensions pursuant to the respective terms of such loans.
If we violate covenants in our debt agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP.
Mortgage and mezzanine loans are non-recourse to the borrowers, except for customary exceptions or carve-outs that trigger recourse liability to the borrowers in certain limited instances. Recourse obligations typically include only the payment of costs and liabilities suffered by lenders as a result of the occurrence of certain bad acts on the part of the borrower. However, in certain cases, carve-outs could trigger recourse obligations on the part of the borrower with respect to repayment of all or a portion of the outstanding principal amount of the loans. We have entered into customary guaranty agreements pursuant to which we guaranty payment of any recourse liabilities of the borrowers that result from non-recourse carve-outs (which include, but are not limited to, fraud, misrepresentation, willful conduct resulting in waste, misappropriation of rents following an event of default, voluntary bankruptcy filings, unpermitted transfers of collateral and certain environmental liabilities). In the opinion of management, none of these guaranty agreements, either individually or in the aggregate, are likely to have a material adverse effect on our business, results of operations, or financial condition.
Pursuant to the Advisory Agreement between us and our advisor, we must pay our advisor on a monthly basis a base management fee, subject to a minimum base management fee. The minimum base management fee is equal to the greater of: (i) 90% of the base fee paid for the same month in the prior fiscal year; and (ii) 1/12th of the “G&A Ratio” for the most recently completed fiscal quarter multiplied by our total market capitalization on the last balance sheet date included in the most recent quarterly report on Form 10-Q or annual report on Form 10-K that we file with the SEC. Thus, even if our total market capitalization and performance decline, we will still be required to make payments to our advisor equal to the minimum base management fee, which could adversely impact our liquidity and financial condition.
We have entered into certain customary guaranty agreements pursuant to which we guarantee payment of any recourse liabilities of our subsidiaries or joint ventures that may result from non-recourse carve-outs, which include, but are not limited to, fraud, misrepresentation, willful misconduct resulting in waste, misappropriation of rents following an event of default, voluntary bankruptcy filings, unpermitted transfers of collateral, delinquency of trade payables and certain environmental liabilities. Certain of these guarantees represent a guaranty of material amounts, and if we are required to make payments under those guarantees, our liquidity could be adversely affected.
Our existing hotel properties are mostly located in developed areas with competing hotel properties. Future occupancy, ADR, and RevPAR of any individual hotel could be materially and adversely affected by an increase in the number or quality of competitive hotel properties, home-sharing companies or apartment operators offering short-term rentals in its market area. Competition could also affect the quality and quantity of future investment opportunities.
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Debt Transactions
KEYS Pool A and KEYS Pool B
On March 1, 2024, the Company received notice that the hotel properties that secured the KEYS Pool A and KEYS Pool B loans have been transferred to a court-appointed receiver. Below is a summary of the hotel properties that secured the KEYS Pool A and Pool B loans:
KEYS A Loan Pool
Courtyard Columbus Tipton Lakes – Columbus, IN
Courtyard Old Town – Scottsdale, AZ
Residence Inn Hughes Center – Las Vegas, NV
Residence Inn Phoenix Airport – Phoenix, AZ
Residence Inn San Jose Newark – Newark, CA
SpringHill Suites Manhattan Beach – Hawthorne, CA
SpringHill Suites Plymouth Meeting – Plymouth Meeting, PA
KEYS B Loan Pool
Courtyard Basking Ridge – Basking Ridge, NJ
Courtyard Newark Silicon Valley – Newark, CA
Courtyard Oakland Airport – Oakland, CA
Courtyard Plano Legacy Park – Plano, TX
Residence Inn Plano – Plano, TX
SpringHill Suites BWI Airport – Baltimore, MD
TownePlace Suites Manhattan Beach – Hawthorne, CA
We derecognized the hotel properties that secured the KEYS Pool A and KEYS Pool B loans from our consolidated balance sheet in March 2024, when the receiver took control of the hotel properties and recognized a related gain in our consolidated statements of operations. We additionally recorded a contract asset as of March 31, 2024, which represented the liabilities from which we expect to be released upon final resolution with the lenders on the KEYS Pool A and KEYS Pool B mortgage loans in exchange for the transfer of ownership of the respective hotel properties.
On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. Additionally, on November 4, 2024, the receiver appointed for the KEYS Pool A and KEYS Pool B mortgage loans transferred the Courtyard Columbus Tipton Lakes to a third-party purchaser. On June 25, 2025 and December 22, 2025, the receiver transferred the Courtyard Oakland Airport and SpringHill Suites BWI Airport to a third-party purchaser. On March 4, 2026, the receiver transferred the SpringHill Suites Plymouth Meeting to a third-party purchaser. On July 16, 2026, the receiver transferred the Courtyard Newark Silicon Valley and the Residence Inn San Jose Newark to third-party purchasers and, on August 6, 2026, the receiver transferred the TownePlace Suites Manhattan Beach and the SpringHill Suites Manhattan Beach to third-party purchasers.
Hilton Santa Cruz Scotts Valley
On March 6, 2025, the $22.0 million non-recourse mortgage loan secured by the Hilton Santa Cruz Scotts Valley reached final maturity and was not repaid, resulting in a default under the terms and conditions of the mortgage loan agreement. On June 1, 2026, the Company received notice that the Hilton Santa Cruz Scotts Valley had been transferred to a court-appointed receiver. We derecognized the Hilton Santa Cruz Scotts Valley from our consolidated balance sheet in June 2026, when the receiver took control of the hotel property and, accordingly, recognized a loss of $597,000, which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations for the three and six months ended June 30, 2026. We recorded a contract asset of $24.9 million as of June 30, 2026, which represented the liabilities from which we expect to be released upon final resolution with the lenders on the Hilton Santa Cruz Scotts Valley mortgage loans in exchange for the transfer of ownership of the hotel property.
For the three and six months ended June 30, 2026 and 2025, we recognized gains of $6.8 million and $14.6 million The gains were included in “gain (loss) on derecognition of assets” in our consolidated statement of operations. These gains increased the related contract asset by a corresponding amount. The KEYS Pool A, KEYS Pool B and Hilton Santa Cruz Scotts Valley mortgage loans, as well as all accrued and unpaid interest, default charges and late fees will remain liabilities until final resolution with the lenders is concluded, and thus are included in “debt associated with hotels in receivership” and “accrued interest associated with hotels in receivership” on our consolidated balance sheets.
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JPM8 Loan Pool
On February 11, 2026, the Company received a notice of default and acceleration from the lender relating to the Company’s mortgage loan on the JPM8 hotel properties. The notice followed the Company’s failure on February 9, 2026 to make certain required payments and deliver required documentation under the existing loan extension, which constituted an event of default under the loan agreement. As a result, the lender demanded immediate payment of the outstanding principal balance of $325 million, plus accrued interest, default interest, fees, and other amounts due, and also required delivery of a replacement interest rate cap agreement. The loan is secured by eight hotel properties. The notice does not trigger any cross‑defaults under other loans of the Company’s subsidiaries, and the Company has no indebtedness at the parent‑company level.
Other Loan Activity
On January 13, 2026, the Company extended its Highland mortgage loan. As a condition to the extension, the loan was paid down by $10 million to $723.6 million, or approximately 65% of appraised value, with a final maturity date of July 9, 2026. In June 2026, the mortgage loan was paid down $199.7 million in conjunction with the sale of three hotel properties, and on July 31, 2026, the mortgage loan was paid down an additional $25.7 million in conjunction with the sale of the Hyatt Regency Long Island. In July 2026, a 30-day forbearance agreement was executed for this mortgage loan. On August 7, 2026, we refinanced this mortgage loan secured by 14 hotels with a new $525.0 million mortgage loan. The refinanced mortgage loan has a two-year initial term, is interest only, bears interest at SOFR + 5.24%, and has three one-year extension options, subject to satisfaction of certain conditions.
During the first quarter of 2026, the Company paid down the remaining balance of $98.5 million of its mortgage loan secured by the La Posada de Santa Fe and Hilton Alexandria Old Town in conjunction with the sale of both hotel properties.
During the first and second quarters of 2026, the Company paid down $197.7 million of its Morgan Stanley Pool mortgage loan in conjunction with the sale of seven hotel properties.
In the second quarter of 2026, the Company paid down $72.2 million of its BAML/Sculptor KEYS 16 Pool mortgage loan in conjunction with the sale of two hotel properties. On July 1, 2026, the mortgage loan was paid down by an additional $43.5 million in conjunction with the sale of the Marriott Fremont Silicon Valley.
Equity Transactions
The board of directors has approved a stock repurchase program (the “Repurchase Program”) to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. No shares have been repurchased under the Repurchase Program. The ability to make repurchases under the Repurchase Program is subject to the same financial factors that must be taken into account in declaring a dividend as discussed herein under “Distribution Policy.”
The Company has a distribution agreement with Virtu (the “Virtu Equity Distribution Agreement”) to sell from time to time shares of the Company’s common stock having an aggregate offering price of up to $100 million. We will pay Virtu a commission of approximately 1% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. As of August 10, 2026, the Company has issued approximately 813,000 shares of common stock for gross proceeds of approximately $10.9 million under the Virtu Equity Distribution Agreement.
On April 29, 2025, the Company filed a shelf registration statement on Form S-3 with the SEC relating to common stock, preferred stock, depositary shares, debt securities, warrants, rights and units that we may sell from time to time in one or more offerings up to a total dollar amount of $500,000,000 on terms to be determined at the time of sale. The registration statement was declared effective on May 8, 2025. As a result of the Company not paying dividends to the holders of our Preferred Stock on January 15, 2026, we are no longer eligible to use our existing shelf registration statement on Form S-3. As of August 10, 2026, the Company has not issued any securities from this registration statement.
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On December 13, 2024, the Company filed an initial registration statement on Form S-11 with the SEC, as amended on January 23, 2025, related to the Company’s non-traded Series L Redeemable Preferred Stock and Series M Redeemable Preferred Stock. The registration statement was declared effective by the SEC on February 7, 2025, and contemplates the offering of up to (i) 8.4 million shares of Series L Redeemable Preferred Stock and 3.6 million shares of Series M Redeemable Preferred Stock in a primary offering and (ii) 2.8 million shares of Series L Redeemable Preferred Stock and 1.2 million shares of Series M Redeemable Preferred Stock pursuant to a dividend reinvestment plan. On February 7, 2025, we filed our prospectus for the offering with the SEC. Ashford Securities, a subsidiary of Ashford Inc., served as the dealer manager for the offering. On December 9, 2025, the Company terminated the primary offering of the Company’s Series L Redeemable Preferred Stock and Series M Redeemable Preferred Stock. The Company continued to offer shares of its Series L Redeemable Preferred Stock and Series M Redeemable Preferred Stock pursuant to its dividend reinvestment plan beyond the termination of the primary offering. As of August 10, 2026, the Company has issued approximately 243,000 shares (exclusive of the dividend reinvestment plan shares) of Series L Preferred Stock and received net proceeds of approximately $5.0 million and approximately 565,000 shares (exclusive of the dividend reinvestment plan shares) of Series M Preferred Stock and received net proceeds of approximately $12.6 million.
On March 4, 2022, the Company filed an initial registration statement on Form S-3 with the SEC, as amended on April 29, 2022, related to the Company’s non-traded Series J Preferred Stock and Series K Preferred Stock. The registration statement was declared effective by the SEC on May 4, 2022, and contemplates the offering of up to (i) 20.0 million shares of Series J Preferred Stock or Series K Preferred Stock in a primary offering and (ii) 8.0 million shares of Series J Preferred Stock or Series K Preferred Stock pursuant to a dividend reinvestment plan. On May 5, 2022, we filed our prospectus for the offering with the SEC. On March 31, 2025, the Company concluded its offering of its Series J Preferred Stock and Series K Preferred Stock. Ashford Securities, a subsidiary of Ashford Inc., served as the dealer manager for the offering. As of August 10, 2026, the Company has issued approximately 7.7 million shares (exclusive of the dividend reinvestment plan shares) of Series J Preferred Stock and received net proceeds of approximately $172.6 million and approximately 799,000 shares (exclusive of the dividend reinvestment plan shares) of Series K Preferred Stock and received net proceeds of approximately $19.4 million.
Sources and Uses of Cash
Our principal sources of funds to meet our cash requirements include cash on hand, cash flow from operations, capital market activities, property refinancing proceeds and asset sales. Additionally, our principal uses of funds are expected to include possible operating shortfalls, owner-funded capital expenditures, dividends, new investments and debt interest and principal payments. Items that impacted our cash flow and liquidity during the periods indicated are summarized as follows:
Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows provided by operating activities were $22.1 million for the six months ended June 30, 2026 compared to net cash flows used in operating activities of $8.6 million for the six months ended June 30, 2025. Cash flows provided by (used in) operating activities were impacted by changes in hotel operations and our hotel dispositions, as well as the timing of collecting receivables from hotel guests, paying vendors and settling with derivative counterparties, related parties and hotel managers.
Net Cash Flows Provided by (Used in) Investing Activities. For the six months ended June 30, 2026, net cash flows provided by investing activities were $555.8 million. Cash inflows consisted primarily of $592.8 million of net proceeds from the disposition of fourteen hotel properties, $3.2 million of proceeds from the sale of historical tax credits related to the Le Pavillon hotel, which were sold subsequent to the sale of the property in December 2025, and $2.1 million from property insurance proceeds. Cash inflows were partially offset by cash outflows of $37.6 million for capital improvements made to various hotel properties and $4.7 million of cash removed upon the derecognition of the Hilton Santa Cruz Scotts Valley in June of 2026.
For the six months ended June 30, 2025, net cash flows provided by investing activities were $105.8 million. Cash inflows consisted of $126.4 million of net proceeds from the disposition of assets and hotel properties, which included $119.2 million of net proceeds from the disposition of our Courtyard Boston Downtown property and $7.2 million of net proceeds from the disposition of a land parcel previously owned by our Residence Inn Orlando property. Additional cash inflows included $18.8 million of net proceeds from the sale of state tax credits related to the Le Méridien property and $449,000 from property insurance proceeds. Cash inflows were partially offset by cash outflows of $39.8 million for capital improvements made to various hotel properties.
Net Cash Flows Provided by (Used in) Financing Activities. For the six months ended June 30, 2026, net cash flows used in financing activities were $582.4 million. Cash outflows primarily consisted of $578.1 million for repayments of indebtedness and $3.8 million for payments of loan costs and exit fees.
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For the six months ended June 30, 2025, net cash flows used in financing activities were $61.8 million. Cash outflows primarily consisted of $542.3 million for repayments of indebtedness, $42.1 million for payments of loan costs and exit fees, $11.6 million of payments for preferred dividends and $4.8 million of payments for derivatives. Cash outflows were partially offset by cash inflows primarily of $506.7 million from borrowings on indebtedness, $28.1 million of net proceeds from preferred stock offerings, $2.4 million from counterparties from in-the-money interest rate caps and $1.9 million of contributions from noncontrolling interests.
Dividend Policy. Distributions are authorized by our board of directors and declared by us based upon a variety of factors deemed relevant by our directors. The board of directors will continue to review our distribution policy on at least a quarterly basis. Our ability to pay distributions to our preferred or common stockholders will depend, in part, upon our receipt of distributions from our operating partnership. This, in turn, may depend upon receipt of lease payments with respect to our properties from indirect subsidiaries of our operating partnership, the management of our properties by our hotel managers and general business conditions. Distributions to our stockholders are generally taxable to our stockholders as ordinary income. However, since a portion of our investments are equity ownership interests in hotels, which result in depreciation and non-cash charges against our income, a portion of our distributions may constitute a non-taxable return of capital, to the extent of a stockholder’s tax basis in the stock. To the extent that it is consistent with maintaining our REIT status, we may maintain accumulated earnings of Ashford TRS in that entity.
On December 15, 2025, our board of directors reviewed and approved our 2026 dividend policy. We do not anticipate paying any dividends on our outstanding common stock for any quarter during 2026. Further, to preserve the Company’s liquidity position as it evaluates strategic alternatives, preferred dividends have been suspended, including dividends previously declared for recordholders of the Company’s Series D, F, G, H, I, J, K, L and M preferred stock as of December 31, 2025, and payable on January 15, 2026. We intend to pay the previously declared but unpaid dividends as soon as reasonably practicable. Any accrued but unpaid dividends will accrue in accordance with the terms outlined in the applicable governing documents for each series of preferred stock. We will continue to evaluate potential future dividends on a quarterly basis. Declaration of dividends in 2026 on our preferred stock may require a determination by our board of directors, at the time of any determination, that the Company would continue to have positive equity on a fair value basis, among other considerations. Our board of directors will continue to review our dividend policy and make future announcements with respect thereto. We may incur indebtedness to meet distribution requirements imposed on REITs under the Code to the extent that working capital and cash flow from our investments are insufficient to fund required distributions.
SEASONALITY
Our properties’ operations historically have been seasonal as certain properties maintain higher occupancy rates during the summer months, while certain other properties maintain higher occupancy rates during the winter months. This seasonality pattern can cause fluctuations in our quarterly lease revenue under our percentage leases. Quarterly revenue also may be adversely affected by renovations and repositionings, our managers’ effectiveness in generating business and by events beyond our control, such as pandemics, extreme weather conditions, natural disasters, terrorist attacks or alerts, civil unrest, government shutdowns, airline strikes or reduced airline capacity, economic factors and other considerations affecting travel. To the extent that cash flows from operations are insufficient during any quarter to enable us to make quarterly distributions to maintain our REIT status due to temporary or seasonal fluctuations in lease revenue, we expect to utilize cash on hand, borrowings and common stock to fund required distributions. However, we cannot make any assurances that we will make distributions in the future.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the most difficult judgments are described in our 2025 Form 10-K. There have been no material changes in these critical accounting policies.
NON-GAAP FINANCIAL MEASURES
The following non-GAAP presentations of EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO are presented to help our investors evaluate our operating performance.
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EBITDA is defined as net income (loss) before interest expense and amortization of discounts and loan costs, net, income taxes, depreciation and amortization, as adjusted to reflect only the Company’s portion of EBITDA of unconsolidated entities. In addition, we exclude impairment on real estate, gain/loss on disposition of assets and hotel properties, gain/loss on derecognition of assets and gain/loss of unconsolidated entities to calculate EBITDAre, as defined by NAREIT.
We then further adjust EBITDAre to exclude certain additional items such as write-off of premiums, loan costs and exit fees, other income/expense, net, transaction and conversion costs, stock/unit-based compensation and non-cash items, such as amortization of unfavorable contract liabilities, realized and unrealized gains/losses on derivative instruments, gains/losses on extinguishment of debt, severance, as well as our portion of adjustments to EBITDAre of unconsolidated entities.
We present EBITDA, EBITDAre and Adjusted EBITDAre because we believe they are useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results. Our management team also uses EBITDA as one measure in determining the value of acquisitions and dispositions. EBITDA, EBITDAre and Adjusted EBITDAre as calculated by us may not be comparable to EBITDA, EBITDAre and Adjusted EBITDAre reported by other companies that do not define EBITDA, EBITDAre and Adjusted EBITDAre exactly as we define the terms. EBITDA, EBITDAre and Adjusted EBITDAre do not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to operating income (loss) or net income (loss) determined in accordance with GAAP as an indicator of performance or as an alternative to cash flows from operating activities as determined by GAAP as an indicator of liquidity.
The following table reconciles net income (loss) to EBITDA, EBITDAre and Adjusted EBITDAre (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Net income (loss) | $ | 129,381 | $ | (32,439) | $ | 63,924 | $ | (54,637) | |||||||||||||||||||||
| Interest expense and amortization of discounts and loan costs | 55,670 | 70,135 | 129,224 | 136,591 | |||||||||||||||||||||||||
Interest expense associated with hotels in receivership | 7,607 | 10,454 | 15,427 | 20,846 | |||||||||||||||||||||||||
| Depreciation and amortization | 28,628 | 35,276 | 60,634 | 72,615 | |||||||||||||||||||||||||
| Income tax expense (benefit) | 2,553 | 119 | 3,305 | 436 | |||||||||||||||||||||||||
| Equity in (earnings) loss of unconsolidated entities | (47) | (44) | 155 | 387 | |||||||||||||||||||||||||
| Company’s portion of EBITDA of unconsolidated entities | 359 | 406 | 467 | 526 | |||||||||||||||||||||||||
| EBITDA | 224,151 | 83,907 | 273,136 | 176,764 | |||||||||||||||||||||||||
| Impairment charges on real estate | — | 1,447 | 112,649 | 1,447 | |||||||||||||||||||||||||
(Gain) loss on disposition of assets and hotel properties | (150,046) | (6,684) | (250,076) | (38,552) | |||||||||||||||||||||||||
| (Gain) loss on derecognition of assets | (6,828) | (9,900) | (14,618) | (19,946) | |||||||||||||||||||||||||
| EBITDAre | 67,277 | 68,770 | 121,091 | 119,713 | |||||||||||||||||||||||||
| Amortization of unfavorable contract liabilities | (31) | (31) | (61) | (61) | |||||||||||||||||||||||||
| Transaction and conversion costs | (91) | 2,173 | 262 | 4,101 | |||||||||||||||||||||||||
| Write-off of premiums, loan costs and exit fees | 305 | 1,486 | 1,559 | 6,083 | |||||||||||||||||||||||||
| Realized and unrealized (gain) loss on derivatives | (44) | 836 | (801) | 3,576 | |||||||||||||||||||||||||
| Stock/unit-based compensation | 28 | 222 | 56 | 168 | |||||||||||||||||||||||||
| Legal, advisory and settlement costs | (18) | 55 | 4 | 852 | |||||||||||||||||||||||||
Other (income) expense | — | — | (3,223) | — | |||||||||||||||||||||||||
| Advisory services incentive fee | — | (66) | — | 27 | |||||||||||||||||||||||||
Stirling performance participation fee | — | 111 | — | 227 | |||||||||||||||||||||||||
(Gain) loss on extinguishment of debt | 1,950 | 2 | 1,975 | 15 | |||||||||||||||||||||||||
Severance | 68 | 274 | 247 | 796 | |||||||||||||||||||||||||
| Adjusted EBITDAre | $ | 69,444 | $ | 73,832 | $ | 121,109 | $ | 135,497 | |||||||||||||||||||||
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We calculate FFO and Adjusted FFO in the following table. FFO is calculated on the basis defined by NAREIT, which is net income (loss) attributable to common stockholders, computed in accordance with GAAP, excluding gains or losses on disposition of assets and hotel properties, plus depreciation and amortization of real estate assets, impairment charges on real estate assets, and after adjustments for unconsolidated entities and noncontrolling interests in the operating partnership. Adjustments for unconsolidated entities are calculated to reflect FFO on the same basis. NAREIT developed FFO as a relative measure of performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the basis determined by GAAP. Our calculation of Adjusted FFO excludes write-off of premiums, loan costs and exit fees, other income/expense, net, transaction and conversion costs, legal, advisory and settlement costs, stock/unit-based compensation, gains/losses on insurance settlements and non-cash items such as deemed dividends on redeemable preferred stock, amortization of loan costs, amortization of credit facility exit fees, default interest and late fees, unrealized gains/losses on derivative instruments, gains/losses on extinguishment of debt and preferred stock, severance, and interest expense associated with hotels in receivership and our portion of adjustments to FFO related to unconsolidated entities. We exclude items from Adjusted FFO that are either non-cash or are not part of our core operations in order to provide a period-over-period comparison of our operating results. We present FFO and Adjusted FFO because we consider FFO and Adjusted FFO important supplemental measures of our operational performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO and Adjusted FFO when reporting their results. FFO and Adjusted FFO are intended to exclude GAAP historical cost depreciation and amortization, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO and Adjusted FFO exclude depreciation and amortization related to real estate assets, gains and losses from real property dispositions and impairment losses on real estate assets, FFO and Adjusted FFO provide performance measures that, when compared year over year, reflect the effect to operations from trends in occupancy, guestroom rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. We consider FFO and Adjusted FFO to be appropriate measures of our ongoing normalized operating performance as a REIT. We compute FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that either do not define the term in accordance with the current NAREIT definition or interpret the NAREIT definition differently than we do. FFO and Adjusted FFO do not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to (a) GAAP net income or loss as an indication of our financial performance or (b) GAAP cash flows from operating activities as a measure of our liquidity, nor is it indicative of funds available to satisfy our cash needs, including our ability to make cash distributions. However, to facilitate a clear understanding of our historical operating results, we believe that FFO and Adjusted FFO should be considered along with our net income or loss and cash flows reported in the consolidated financial statements.
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The following table reconciles net income (loss) to FFO and Adjusted FFO (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Net income (loss) | $ | 129,381 | $ | (32,439) | $ | 63,924 | $ | (54,637) | |||||||||||||||||||||
| (Income) loss attributable to noncontrolling interest in consolidated entities | 341 | 1,412 | 996 | 3,188 | |||||||||||||||||||||||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | (1,729) | 631 | (699) | 1,082 | |||||||||||||||||||||||||
| Preferred dividends | (2,714) | (7,017) | (5,428) | (13,746) | |||||||||||||||||||||||||
| Deemed dividends on redeemable preferred stock | (4,600) | (2,530) | (9,200) | (3,587) | |||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | 120,679 | (39,943) | 49,593 | (67,700) | |||||||||||||||||||||||||
| Depreciation and amortization of real estate | 28,324 | 34,486 | 60,026 | 71,036 | |||||||||||||||||||||||||
(Gain) loss on disposition of assets and hotel properties | (150,046) | (6,684) | (250,076) | (38,552) | |||||||||||||||||||||||||
(Gain) loss on derecognition of assets | (6,828) | (9,900) | (14,618) | (19,946) | |||||||||||||||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests in operating partnership | 1,729 | (631) | 699 | (1,082) | |||||||||||||||||||||||||
Equity in (earnings) loss of unconsolidated entities | (47) | (44) | 155 | 387 | |||||||||||||||||||||||||
Impairment charges on real estate | — | 1,447 | 112,649 | 1,447 | |||||||||||||||||||||||||
| Company’s portion of FFO of unconsolidated entities | 148 | 152 | 47 | (81) | |||||||||||||||||||||||||
FFO available to common stockholders and OP unitholders | (6,041) | (21,117) | (41,525) | (54,491) | |||||||||||||||||||||||||
| Deemed dividends on redeemable preferred stock | 4,600 | 2,530 | 9,200 | 3,587 | |||||||||||||||||||||||||
| Transaction and conversion costs | (91) | 2,173 | 262 | 4,101 | |||||||||||||||||||||||||
| Write-off of premiums, loan costs and exit fees | 305 | 1,486 | 1,559 | 6,083 | |||||||||||||||||||||||||
| Unrealized (gain) loss on derivatives | (44) | 1,309 | (801) | 4,741 | |||||||||||||||||||||||||
| Stock/unit-based compensation | 28 | 222 | 56 | 168 | |||||||||||||||||||||||||
| Legal, advisory and settlement costs | (18) | 55 | 4 | 852 | |||||||||||||||||||||||||
Other (income) expense | — | — | (3,223) | — | |||||||||||||||||||||||||
| Amortization of loan costs | 4,802 | 7,705 | 11,039 | 12,868 | |||||||||||||||||||||||||
| Advisory services incentive fee | — | (66) | — | 27 | |||||||||||||||||||||||||
Stirling performance participation fee | — | 111 | — | 227 | |||||||||||||||||||||||||
| (Gain) loss on extinguishment of debt | 1,950 | 2 | 1,975 | 15 | |||||||||||||||||||||||||
Interest expense associated with hotels in receivership | 7,607 | 9,902 | 15,427 | 19,948 | |||||||||||||||||||||||||
Severance | 68 | 274 | 247 | 796 | |||||||||||||||||||||||||
Default interest and late fees | 4,251 | — | 23,155 | — | |||||||||||||||||||||||||
| Company’s portion of adjustments to FFO of unconsolidated entities | 22 | 35 | 44 | 75 | |||||||||||||||||||||||||
Adjusted FFO available to common stockholders and OP unitholders | $ | 17,439 | $ | 4,621 | $ | 17,419 | $ | (1,003) | |||||||||||||||||||||
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HOTEL PORTFOLIO
The following table presents certain information related to our hotel properties as of June 30, 2026:
| Hotel Property | Location | Service Type | Total Rooms | % Owned | Owned Rooms | |||||||||||||||||||||||||||||||||||||||||||||
| Fee Simple Properties | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites | Herndon, VA | Full-service | 150 | 100 | % | 150 | ||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites | Las Vegas, NV | Full-service | 220 | 100 | % | 220 | ||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites | Philadelphia, PA | Full-service | 263 | 100 | % | 263 | ||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites | Arlington, VA | Full-service | 269 | 100 | % | 269 | ||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites | Portland, OR | Full-service | 276 | 100 | % | 276 | ||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites | Santa Clara, CA | Full-service | 258 | 100 | % | 258 | ||||||||||||||||||||||||||||||||||||||||||||
| Embassy Suites | Orlando, FL | Full-service | 174 | 100 | % | 174 | ||||||||||||||||||||||||||||||||||||||||||||
| Hilton Garden Inn | Baltimore, MD | Select-service | 158 | 100 | % | 158 | ||||||||||||||||||||||||||||||||||||||||||||
| Hilton Garden Inn | Virginia Beach, VA | Select-service | 176 | 100 | % | 176 | ||||||||||||||||||||||||||||||||||||||||||||
| Hilton | Santa Fe, NM | Full-service | 158 | 100 | % | 158 | ||||||||||||||||||||||||||||||||||||||||||||
| Hilton | Bloomington, MN | Full-service | 300 | 100 | % | 300 | ||||||||||||||||||||||||||||||||||||||||||||
| Hilton | Costa Mesa, CA | Full-service | 486 | 100 | % | 486 | ||||||||||||||||||||||||||||||||||||||||||||
| Hilton | Parsippany, NJ | Full-service | 353 | 100 | % | 353 | ||||||||||||||||||||||||||||||||||||||||||||
| Hilton | Tampa, FL | Full-service | 238 | 100 | % | 238 | ||||||||||||||||||||||||||||||||||||||||||||
| Hilton | Ft. Worth, TX | Full-service | 294 | 100 | % | 294 | ||||||||||||||||||||||||||||||||||||||||||||
| Hampton Inn | Buford, GA | Select-service | 92 | 100 | % | 92 | ||||||||||||||||||||||||||||||||||||||||||||
| Hampton Inn | Evansville, IN | Select-service | 140 | 100 | % | 140 | ||||||||||||||||||||||||||||||||||||||||||||
| Hampton Inn | Parsippany, NJ | Select-service | 152 | 100 | % | 152 | ||||||||||||||||||||||||||||||||||||||||||||
| Marriott | Beverly Hills, CA | Full-service | 260 | 100 | % | 260 | ||||||||||||||||||||||||||||||||||||||||||||
| Marriott | Arlington, VA | Full-service | 703 | 100 | % | 703 | ||||||||||||||||||||||||||||||||||||||||||||
| Marriott | Dallas, TX | Full-service | 265 | 100 | % | 265 | ||||||||||||||||||||||||||||||||||||||||||||
| Marriott | Fremont, CA | Full-service | 357 | 100 | % | 357 | ||||||||||||||||||||||||||||||||||||||||||||
| Marriott | Memphis, TN | Full-service | 232 | 100 | % | 232 | ||||||||||||||||||||||||||||||||||||||||||||
| Marriott | Irving, TX | Full-service | 499 | 100 | % | 499 | ||||||||||||||||||||||||||||||||||||||||||||
| Marriott | Omaha, NE | Full-service | 300 | 100 | % | 300 | ||||||||||||||||||||||||||||||||||||||||||||
| Marriott | Sugar Land, TX | Full-service | 303 | 100 | % | 303 | ||||||||||||||||||||||||||||||||||||||||||||
| SpringHill Suites by Marriott | Buford, GA | Select-service | 97 | 100 | % | 97 | ||||||||||||||||||||||||||||||||||||||||||||
| Courtyard by Marriott | Bloomington, IN | Select-service | 117 | 100 | % | 117 | ||||||||||||||||||||||||||||||||||||||||||||
| Courtyard by Marriott | Denver, CO | Select-service | 202 | 100 | % | 202 | ||||||||||||||||||||||||||||||||||||||||||||
| Courtyard by Marriott | Gaithersburg, MD | Select-service | 210 | 100 | % | 210 | ||||||||||||||||||||||||||||||||||||||||||||
| Courtyard by Marriott | Crystal City, VA | Select-service | 272 | 100 | % | 272 | ||||||||||||||||||||||||||||||||||||||||||||
| Courtyard by Marriott | Overland Park, KS | Select-service | 168 | 100 | % | 168 | ||||||||||||||||||||||||||||||||||||||||||||
| Courtyard by Marriott | Foothill Ranch, CA | Select-service | 156 | 100 | % | 156 | ||||||||||||||||||||||||||||||||||||||||||||
| Courtyard by Marriott | Alpharetta, GA | Select-service | 154 | 100 | % | 154 | ||||||||||||||||||||||||||||||||||||||||||||
| Marriott Residence Inn | Orlando, FL | Select-service | 350 | 100 | % | 350 | ||||||||||||||||||||||||||||||||||||||||||||
| Marriott Residence Inn | Falls Church, VA | Select-service | 159 | 100 | % | 159 | ||||||||||||||||||||||||||||||||||||||||||||
| Marriott Residence Inn | Jacksonville, FL | Select-service | 120 | 100 | % | 120 | ||||||||||||||||||||||||||||||||||||||||||||
| Marriott Residence Inn | Manchester, CT | Select-service | 96 | 100 | % | 96 | ||||||||||||||||||||||||||||||||||||||||||||
| Sheraton Hotel | Minneapolis, MN | Full-service | 220 | 100 | % | 220 | ||||||||||||||||||||||||||||||||||||||||||||
| Sheraton Hotel | Anchorage, AK | Full-service | 370 | 100 | % | 370 | ||||||||||||||||||||||||||||||||||||||||||||
| Hyatt Regency | Coral Gables, FL | Full-service | 254 | 100 | % | 254 | ||||||||||||||||||||||||||||||||||||||||||||
| Hyatt Regency | Hauppauge, NY | Full-service | 358 | 100 | % | 358 | ||||||||||||||||||||||||||||||||||||||||||||
| Renaissance | Nashville, TN | Full-service | 674 | 100 | % | 674 | ||||||||||||||||||||||||||||||||||||||||||||
| Annapolis Historic Inn | Annapolis, MD | Full-service | 124 | 100 | % | 124 | ||||||||||||||||||||||||||||||||||||||||||||
| The Churchill | Washington, DC | Full-service | 173 | 100 | % | 173 | ||||||||||||||||||||||||||||||||||||||||||||
| The Melrose | Washington, DC | Full-service | 240 | 100 | % | 240 | ||||||||||||||||||||||||||||||||||||||||||||
| Westin | Princeton, NJ | Full-service | 296 | 100 | % | 296 | ||||||||||||||||||||||||||||||||||||||||||||
| Hotel Indigo | Atlanta, GA | Full-service | 141 | 100 | % | 141 | ||||||||||||||||||||||||||||||||||||||||||||
| Ritz-Carlton | Atlanta, GA | Full-service | 444 | 100 | % | 444 | ||||||||||||||||||||||||||||||||||||||||||||
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| Hotel Property | Location | Service Type | Total Rooms | % Owned | Owned Rooms | |||||||||||||||||||||||||||||||||||||||||||||
| Leasehold Properties | ||||||||||||||||||||||||||||||||||||||||||||||||||
Autograph La Concha (1) | Key West, FL | Full-service | 160 | 100 | % | 160 | ||||||||||||||||||||||||||||||||||||||||||||
Renaissance (2) | Palm Springs, CA | Full-service | 410 | 100 | % | 410 | ||||||||||||||||||||||||||||||||||||||||||||
Hilton (3) | Marietta, GA | Full-service | 200 | 100 | % | 200 | ||||||||||||||||||||||||||||||||||||||||||||
Le Méridien (4) | Fort Worth, TX | Full-service | 188 | 29 | % | 55 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | 13,429 | 13,296 | ||||||||||||||||||||||||||||||||||||||||||||||||
________
(1) The ground lease expires in 2084.
(2) The ground lease expires in 2059.
(3) The lease expires in 2054 and includes the lease of the land, hotel and conference center (including the building, improvements, furniture, fixtures and equipment).
(4) The lease expires in 2120 and includes the lease of the land and building.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary market risk exposure consists of changes in interest rates on borrowings under our debt instruments. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates.
As of June 30, 2026, our total indebtedness of $2.0 billion included $1.9 billion of variable-rate debt. The impact on our results of operations of a 25-basis point change in interest rate on the outstanding balance of variable-rate debt at June 30, 2026, would be approximately $4.6 million per year. However, we currently have various interest rate caps in place that limit this exposure. Interest rate changes have no impact on the remaining $135.1 million of fixed-rate debt.
The above amounts were determined based on the impact of hypothetical interest rates on our borrowings and assume no changes in our capital structure. As the information presented above includes only those exposures that existed as of June 30, 2026, it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies in place at the time, and the related interest rates.
ITEM 4.CONTROLS AND PROCEDURES
Under the supervision and with the participation of our Chief Executive Officer and Chief Accounting Officer and Principal Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026 (“Evaluation Date”). Based upon that evaluation, our Chief Executive Officer and Chief Accounting Officer and Principal Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective: (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Accounting Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures.
There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects nine hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021, to opt out of the class; however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt-out period has been extended until such time that
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discovery has concluded. In May 2023, the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed or the class de-certified. After submission of the briefs, the court requested that the parties submit stipulations for the court to rule upon. On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks. A tentative settlement in the amount of $850,000 was reached on February 14, 2025. Final court approval was obtained on September 12, 2025. Ashford Trust’s portion of the settlement is 88.2%. Settlement distributions began on July 22, 2026, and the Court has set a compliance hearing for November 18, 2026. As of June 30, 2026, the settlement liability amount was accrued.
On August 4, 2020, a lawsuit, Benjamin Zermeno v. Beverly Hills Marriott, was filed in Alameda County Superior Court as a PAGA representative action alleging various wage and hour violations of all Remington-managed California properties. The plaintiff’s individual claims were compelled to arbitration. On August 18, 2022, another lawsuit, Cristina Catalano v. Beverly Hills Marriott and Mr. C, was filed as a PAGA representative action alleging various wage and hour violations of all Remington-managed California properties. The co-defendant separately settled and the individual arbitration has also settled. A private mediation was held on December 27, 2024, to globally resolve the three outstanding matters. The court approved the settlement of all matters on January 16, 2026. The aggregate settlement is $2.5 million and Ashford Trust’s portion of the settlement is $1.8 million. As of June 30, 2026, the settlement liability was paid in full.
On April 18, 2024, the California Department of Industrial Relations (“DIR”) served the Company’s manager with an investigative subpoena relative to concerns with the Palm Springs Renaissance Hotel’s COVID recall efforts. On August 27, 2025, the DIR issued a citation that the Company’s manager failed to properly recall certain employees. On September 17, 2025, the Company’s manager filed an appeal which is currently pending. The matter is in the early stages and the ultimate outcome of this matter is unknown at this time. We do not believe that any potential loss to the Company is reasonably estimable at this time. As of June 30, 2026, no amounts were accrued.
We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the Americans with Disabilities Act and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flow.
Our assessment may change depending upon the development of any current or future legal proceedings, and the final results of such legal proceedings cannot be predicted with certainty. If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations or cash flows could be materially adversely affected in future periods.
ITEM 1A.RISK FACTORS
The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. In addition to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, the following risk factor should be carefully considered in evaluating us and our business.
Our common stock may not meet the continued listing standards of the New York Stock Exchange, and if our common stock is delisted, it would adversely impact the ability of holders to sell shares.
Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “AHT.” The NYSE imposes continued listing standards on all listed companies, including requirements with respect to minimum average global market capitalization, minimum average closing share price, and other financial and governance metrics set forth in the NYSE Listed Company Manual. If a company fails to meet the NYSE’s continued listing standards, the NYSE may commence delisting proceedings, which could ultimately result in the company’s securities being delisted from the NYSE.
If our common stock were delisted from the NYSE, it would be more difficult for holders to sell their shares of our common stock. Following any such delisting, our common stock could be traded only on the OTC Bulletin Board, in the “pink sheets” maintained by the OTC Markets Group or on another over-the-counter market, if available. Such trading markets are generally considered to be less efficient and less liquid than the NYSE and may result in reduced trading volumes and wider
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bid-ask spreads, which would likely depress the price of our common stock. Delisting could also adversely affect our ability to raise capital in the equity markets on acceptable terms, or at all, impair the ability of holders of our preferred stock to convert or redeem such preferred stock into or for shares of our common stock at prices reflecting the intended economics of such conversion or redemption, and reduce or eliminate coverage of our common stock by securities analysts and other market participants, further diminishing investor interest and market liquidity.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer
The following table provides the information with respect to purchases and forfeitures of shares of our common stock during each of the months in the second quarter of 2026:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan (1) | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan (1) | ||||||||||||||||||||||
| Common stock: | ||||||||||||||||||||||||||
| April 1 – April 30 | — | $ | — | — | $ | 200,000,000 | ||||||||||||||||||||
| May 1 – May 31 | — | — | — | 200,000,000 | ||||||||||||||||||||||
| June 1 – June 30 | — | — | — | 200,000,000 | ||||||||||||||||||||||
| Total | — | $ | — | — | ||||||||||||||||||||||
____________________
(1)On April 6, 2022, the board of directors approved a stock repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. The board of directors’ authorization replaced the previous repurchase authorization that the board of directors authorized in December 2017.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
Other than as previously disclosed on our Current Reports on Form 8-K, filed with the SEC on January 13, 2026 and February 18, 2026, there is nothing to report under this item.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.OTHER INFORMATION
Rule 10b5-1 Trading Agreements
During the three months ended June 30, 2026, no director or officer of the Company adopted terminated
ITEM 6.EXHIBITS
| Exhibit | Description | ||||||||||
| 3.1 | Articles of Amendment and Restatement, as amended by Amendment Number One to Articles of Amendment and Restatement (incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-3 filed May 15, 2015) | ||||||||||
| 3.2 | Amendment Number Two to Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on May 22, 2017) (File No. 001-31775) | ||||||||||
| 3.3 | Articles of Amendment to the Company’s charter (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on July 1, 2020) (File No. 001-31775) | ||||||||||
| 3.4 | Articles of Amendment to the Articles of Amendment and Restatement of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on July 16, 2021) (File No. 001-31775) | ||||||||||
| 3.5 | Articles of Amendment to the Articles of Amendment and Restatement of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on October 25, 2024) (File No. 001-31775) | ||||||||||
| 3.6 | Articles Supplementary, dated April 28, 2022 (incorporated by reference to Exhibit 4.10 to the Registrant’s Registration Statement on Form S-3, filed on April 29, 2022) (File No. 333-263323) | ||||||||||
| 3.7 | Articles Supplementary establishing the Series J Preferred Stock, dated September 14, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on September 14, 2022) (File No. 333-263323) | ||||||||||
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| Exhibit | Description | ||||||||||
| 3.8 | Articles Supplementary establishing the Series K Preferred Stock, dated September 14, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, filed on September 14, 2022) (File No. 333-263323) | ||||||||||
| 3.9 | Articles Supplementary, accepted for record and certified by the SDAT on January 22, 2025 (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the Registration Statement on Form S-11 filed with the SEC on January 23, 2025) (File No. 333-283802) | ||||||||||
| 3.10 | Articles Supplementary establishing the Series L Preferred Stock, accepted for record and certified by the SDAT on January 22, 2025 (incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the Registration Statement on Form S-11 filed with the SEC on January 23, 2025) (File No. 333-283802) | ||||||||||
| 3.11 | Articles Supplementary establishing the Series M Preferred Stock, accepted for record and certified by the SDAT on January 22, 2025 (incorporated by reference to Exhibit 4.12 to Amendment No. 1 to the Registration Statement on Form S-11 filed with the SEC on January 23, 2025) (File No. 333-283802) | ||||||||||
| 3.12 | Second Amended and Restated Bylaws, as amended by Amendment No. 1 on October 26, 2014, by Amendment No. 2 on October 19, 2015, by Amendment No. 3 on August 2, 2016, by Amendment No. 4 on March 17, 2022, by Amendment No. 5 on February 23, 2023, by Amendment No. 6 on August 8, 2023, by Amendment No. 7 on February 27, 2024 and by Amendment No. 8 on February 25, 2025, adopted on February 25, 2025 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, filed on February 26, 2025) (File No. 001-31775) | ||||||||||
| 31.1* | Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | ||||||||||
| 31.2* | Certifications of Chief Accounting Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | ||||||||||
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||||||||
| 32.2** | Certification of Chief Accounting Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||||||||
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 are formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Equity (Deficit); (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. | |||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Submitted electronically with this report. | |||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Submitted electronically with this report. | |||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Submitted electronically with this report. | |||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | Submitted electronically with this report. | |||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | Submitted electronically with this report. | |||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | ||||||||||
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ASHFORD HOSPITALITY TRUST, INC.
| Date: | August 12, 2026 | By: | /s/ STEPHEN ZSIGRAY | |||||||||||
Stephen Zsigray | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
| Date: | August 12, 2026 | By: | /s/ JUSTIN R. COE | |||||||||||
| Justin R. Coe | ||||||||||||||
| Chief Accounting Officer and Principal Financial Officer | ||||||||||||||
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