[424B3] ASHFORD HOSPITALITY TRUST INC Prospectus Filed Pursuant to Rule 424(b)(3)
Rhea-AI Filing Summary
Ashford Hospitality Trust filed a Prospectus Supplement No. 23 registering 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock, each with a liquidation preference of $25.00 per share.
The Supplement incorporates a Form 8-K dated March 17, 2026 that discloses a Limited Waiver Under Advisory Agreement permitting the company to award cash incentive compensation during the first and second fiscal quarters of 2026 and the adoption of a Form of 2026 Deferred Cash Award. The Supplement updates and supplements the Prospectus dated February 7, 2025.
Positive
- None.
Negative
- None.
Insights
Limited waiver permits short-term cash awards to advisor personnel.
The Limited Waiver dated March 13, 2026 temporarily waives Advisory Agreement limits to allow cash incentive compensation during the Waiver Period (first and second fiscal quarters of 2026). This is a governance-level compensation adjustment tied to advisor relationships.
The measure relies on the Advisory Agreement framework and the Advisor parties named; subsequent filings may disclose recipients or amounts. Cash‑flow treatment and exact award amounts are not provided in the Supplement.
Supplement registers a combined 16,000,000 preferred shares with a $25.00 liquidation preference.
The Supplement registers 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares, each stating a liquidation preference of $25.00 per share. The document is an update to the Prospectus dated February 7, 2025.
Timing, offering method, and proceeds treatment are not stated in the excerpt; subsequent prospectus pages or a prospectus supplement section titled "The Offering" would typically specify distribution mechanics and proceeds allocation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Does the Supplement include any Form 8-K disclosures for Ashford (AHT)?
Yes. The Supplement attaches a Form 8-K filed March 17, 2026 that discloses a Limited Waiver under the Advisory Agreement and adoption of a Form of 2026 Deferred Cash Award.
What is the Limited Waiver described in the Form 8-K for AHT?
The Limited Waiver, dated March 13, 2026, temporarily waives Advisory Agreement limits so the Company may award cash incentive compensation during the first and second fiscal quarters of 2026 at the Company’s cost.
Does the Supplement state how proceeds from any offering will be used?
The Supplement updates the Prospectus but the provided excerpt does not specify proceeds treatment or offering mechanics; related prospectus sections would detail use of proceeds if an offering occurs.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-283802
PROSPECTUS SUPPLEMENT NO. 23, DATED MARCH 17, 2026
TO THE PROSPECTUS, DATED FEBRUARY 7, 2025
11,200,000 Shares of Series L Redeemable Preferred Stock
4,800,000 Shares of Series M Redeemable Preferred Stock
(Liquidation Preference $25.00 per share)
This prospectus supplement no. 23 (this “Supplement”) is part of and should be read in conjunction with the prospectus of Ashford Hospitality Trust, Inc., dated February 7, 2025 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. When used in this Supplement, the terms “our Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Ashford Hospitality Limited Partnership, a Delaware limited partnership.
We have attached to this Supplement our current report on Form 8-K filed March 17, 2026. The attached information updates and supplements, and should be read together with, the Prospectus.
Investing in our securities involves risks. The Preferred Stock has no public trading market and has limited liquidity and may at times be illiquid. The Preferred Stock has not been rated and investors will be subject to the risks associated with investing in non-rated securities. See “Risk Factors” on page 19 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus, for information regarding risks associated with an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): March 13, 2026
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-31775 | 86-1062192 | ||||||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS employer identification number) | ||||||||||||
| 14185 Dallas Parkway, Suite 1200 | ||||||||||||||
| Dallas | ||||||||||||||
| Texas | 75254 | |||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||
Registrant’s telephone number, including area code: (972) 490-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock | AHT | New York Stock Exchange | ||||||||||||
| Preferred Stock, Series D | AHT-PD | New York Stock Exchange | ||||||||||||
| Preferred Stock, Series F | AHT-PF | New York Stock Exchange | ||||||||||||
| Preferred Stock, Series G | AHT-PG | New York Stock Exchange | ||||||||||||
| Preferred Stock, Series H | AHT-PH | New York Stock Exchange | ||||||||||||
| Preferred Stock, Series I | AHT-PI | New York Stock Exchange | ||||||||||||
| Preferred Stock Repurchase Rights | New York Stock Exchange | |||||||||||||
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 13, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) entered into a Limited Waiver Under Advisory Agreement (the “Limited Waiver”) with Ashford Hospitality Limited Partnership (the “Operating Partnership”), Ashford TRS Corporation (“TRS”), Ashford Inc. (“AINC”) and Ashford Hospitality Advisors LLC (together with AINC, the “Advisor”).
As previously disclosed, the Company, the Operating Partnership, TRS and the Advisor are parties to a Third Amended and Restated Advisory Agreement, as amended (the “Advisory Agreement”), which (i) allocates responsibility for certain employee costs between the Company and the Advisor, and (ii) permits the board of directors of the Company (the “Board”) to issue annual equity awards in the Company or the Operating Partnership to employees and other representatives of the Advisor based on achievement by the Company of certain financial or other objectives, or otherwise as the Board sees fit.
Pursuant to the Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in the Advisory Agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during the first and second fiscal quarters of calendar year 2026 (the “Waiver Period”), cash incentive compensation to employees and other representatives of the Advisor.
The foregoing description of the Limited Waiver does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Limited Waiver, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 13, 2026, the Company adopted the Form of Deferred Cash Award, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number Exhibit Description
10.1 Third Amended and Restated Advisory Agreement, dated as of March 12, 2024, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.64 to the Company’s Annual Report on Form 10-K, filed on March 14, 2024) (File No. 001-31775)
10.2 Limited Waiver Under Advisory Agreement, dated as of March 13 2026, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC
10.3 Form of 2026 Deferred Cash Award Agreement
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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 hereunto duly authorized.
| ASHFORD HOSPITALITY TRUST, INC. | ||||||||
| Dated: March 17, 2026 | By: | /s/ Jim Plohg | ||||||
Jim Plohg | ||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||