Ashford Hospitality Trust (AHT) registers 16M preferred shares, discloses $96M hotel sale
Filing Impact
Filing Sentiment
Form Type
424B3
Rhea-AI Filing Summary
Ashford Hospitality Trust, Inc. files a prospectus supplement registering 11,200,000 shares of Series L redeemable preferred stock and 4,800,000 shares of Series M redeemable preferred stock (liquidation preference $25.00 per share).
The supplement attaches a Form 8-K disclosing a December 12, 2025 agreement to sell the Hilton St. Petersburg Bayfront for
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- None.
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- None.
Insights
Sale agreement for the Hilton St. Petersburg Bayfront is progressing with non‑refundable deposit and expected Q1 2026 close.
The Company signed an Agreement of Purchase and Sale for the Hotel at a purchase price of
Completion remains subject to customary closing conditions; several closing conditions remain unsatisfied and timing depends on those conditions and customary prorations and adjustments. Subsequent filings should state whether the sale closed and how proceeds will be used.
Prospectus supplement registers two series of redeemable preferred shares with stated liquidation preference.
The supplement registers 11,200,000 shares of Series L and 4,800,000 shares of Series M, each with a liquidation preference of
Investors are reminded that the Preferred Stock has no public trading market and limited liquidity, and is unrated; the document references risk factors in the Prospectus.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-283802
PROSPECTUS SUPPLEMENT NO. 19, DATED FEBRUARY 20, 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. 19 (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 February 20, 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): February 20, 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 December 12, 2025, St. Petersburg Florida Hotel Limited Partnership and Ashford TRS Lessee II LLC (together, “Seller”), indirect wholly owned subsidiaries of Ashford Hospitality Trust, Inc. (the “Company”), entered into an Agreement of Purchase and Sale (the “Agreement”) with Kolter Group Acquisitions LLC (“Purchaser”), for the sale of Hilton St. Petersburg Bayfront located in St. Petersburg, Florida (the “Hotel”) for $96 million in cash, subject to customary prorations and adjustments (the “Purchase Price”). As required by the Agreement, Purchaser has deposited an initial earnest money deposit of $500,000 into escrow (the “Initial Deposit”). On February 20, 2026, Purchaser delivered a “Notice to Proceed” in accordance with the Agreement, at which time the Initial Deposit became non‑refundable; an additional earnest money deposit of $1,900,000 (the “Additional Deposit”) is due within three (3) business days. The sale of the Hotel is expected to close in the first quarter of 2026, subject to customary closing conditions. If the transaction closes as contemplated, the Initial Deposit and the Additional Deposit will be applied to the Purchase Price.
The Agreement contains terms, conditions, covenants, representations and warranties and indemnities from each of the respective parties that are customary and typical for a transaction of this nature. Several conditions to closing on the sale remain to be satisfied, and there can be no assurance that the sale transaction will be completed on the general terms described above or at all.
Cautionary Note Regarding Forward-Looking Statements
Certain statements and assumptions in this current report on Form 8-K contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the federal securities regulations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: our business and investment strategy; anticipated or expected purchases, sales or dispositions of assets (including the expected completion date of the sale described herein); 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; the impact of technology on our operations and business; the risk that noncompliance with NYSE continued listing standards may impact the Company’s results of operations, business operations and reputation and the trading prices and volatility of the Company’s common stock; and the Company’s ability to regain compliance with the NYSE continued listing standards. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. These and other risk factors are more fully discussed in the Company’s filings with the SEC.
The forward-looking statements included in this current report are only made as of the date of this current report. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.
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: February 20, 2026 | By: | /s/ Jim Plohg | ||||||
Jim Plohg | ||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||
FAQ
What preferred shares did Ashford Hospitality Trust (AHT) register in this supplement?
The supplement registers 11,200,000 Series L shares and 4,800,000 Series M shares, each with a liquidation preference of $25.00 per share, as stated on the prospectus supplement cover.
What sale transaction did AHT disclose on the attached Form 8-K?
AHT disclosed an agreement to sell the Hilton St. Petersburg Bayfront for $96,000,000. The Agreement was entered on December 12, 2025, and the Form 8-K was filed on February 20, 2026.
What earnest money did the purchaser deposit for the hotel sale?
The purchaser deposited an initial earnest money deposit of $500,000, which became non‑refundable on February 20, 2026, and an additional deposit of $1,900,000 is due within three business days.
When is the Hilton St. Petersburg Bayfront sale expected to close?
The sale is expected to close in the first quarter of 2026, subject to customary closing conditions, according to the Agreement as described in the Form 8-K.
Will proceeds from the hotel sale be applied to the purchase price if the transaction closes?
Yes; if the transaction closes as contemplated, the initial and additional earnest money deposits will be applied to the $96,000,000 purchase price, per the Agreement disclosed in the Form 8-K.
Ashford Hospitality Tr Inc