Ashford Hospitality registers 16M preferred shares

Ashford Hospitality Trust, Inc. registers 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock.

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. registers 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock. The Supplement to the February 7, 2025 prospectus (Prospectus) dated May 28, 2026 updates that registration and attaches the Company's Form 8-K filed May 28, 2026.

The Form 8-K included in the Supplement discloses the sale of the Sheraton Indianapolis City Centre Hotel completed on May 21, 2026 for a gross purchase price of $32.1 million, subject to purchaser credits of $15.2 million, customary pro-rations and adjustments, and incorporates unaudited pro forma financial information as Exhibit 99.1.

Insights

Capital Markets Attorney

Registration updates preferred-stock capacity and attaches a sale disclosure.

The Supplement registers 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares and incorporates a Form 8-K filed May 28, 2026. The filing structure is a prospectus supplement tied to the Prospectus dated February 7, 2025.

Key qualifiers in the Supplement include the attachment of unaudited pro forma financial information (Exhibit 99.1) and the disclosure of a completed asset sale; timing and cash‑flow treatment for the registered preferred offering are not specified in the excerpt.

Real Estate Transactions Analyst

Company reported disposition of a hotel with sizeable purchaser credits affecting net proceeds.

The Form 8-K reports the sale of the Sheraton Indianapolis City Centre Hotel completed on May 21, 2026 for a gross purchase price of $32.1 million, with purchaser credits of $15.2 million, plus customary pro‑rations and adjustments.

This sale is incorporated as pro forma information (Exhibit 99.1); subsequent filings may show the net cash effect and how proceeds were applied.

Key Figures

Series L registered: 11,200,000 shares Series M registered: 4,800,000 shares Liquidation preference: $25.00 per share +2 more

5 metrics

Series L registered 11,200,000 shares Prospectus Supplement No. 30 dated May 28, 2026

Series M registered 4,800,000 shares Prospectus Supplement No. 30 dated May 28, 2026

Liquidation preference $25.00 per share Series L and Series M preferred stock

Sheraton Indianapolis gross price $32.1 million Sale completed May 21, 2026

Purchaser credits $15.2 million Subject to purchaser credits per sale agreement

Key Terms

Prospectus Supplement, Redeemable Preferred Stock, Unaudited Pro Forma Financial Information, purchaser credits

4 terms

Prospectus Supplement regulatory

"This prospectus supplement no. 30 (this “Supplement”) is part of and should be read in conjunction"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Redeemable Preferred Stock financial

"11,200,000 Shares of Series L Redeemable Preferred Stock"

A redeemable preferred stock is an ownership share that pays a steady dividend and gives holders priority over common shareholders for dividends and bankruptcy payouts, but can be bought back by the issuing company at a predetermined price or after a set date. It matters to investors because it combines income-like stability with limited upside—think of it as a preferred seat with an exit button the issuer can press—so you gain income and safety relative to common stock but face the risk of being forced to sell back at the issuer’s chosen price.

Unaudited Pro Forma Financial Information financial

"The unaudited pro forma financial information for the Company as of and for the three months"

purchaser credits transaction

"subject to purchaser credits of approximately $15.2 million, customary pro-rations"

Offering Details

primary · 11,200,000 Series L; 4,800,000 Series M

Offering

Offering Type primary

Securities Offered Redeemable Preferred Stock (Series L and Series M)

Offering Amount 11,200,000 Series L; 4,800,000 Series M

FAQ

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

What preferred shares does Ashford Hospitality Trust (AHT) register in this Supplement?

The Supplement registers 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock, as stated on the prospectus supplement cover page.

Does the Supplement include any material asset sales for AHT?

Yes. The attached Form 8-K reports the completed sale of the Sheraton Indianapolis City Centre Hotel on May 21, 2026 for a gross purchase price of $32.1 million, subject to purchaser credits of $15.2 million.

Is there financial pro forma information included with the filing?

Yes. The Form 8-K incorporates unaudited pro forma financial information for the three months ended March 31, 2026 and the year ended December 31, 2025 as Exhibit 99.1, per the exhibits table.

Does the Supplement state how proceeds from the registered preferred shares will be used?

The Supplement does not state a use of proceeds. It attaches the Form 8-K and pro forma information but does not specify proceeds treatment or allocation for the registered preferred shares.

Are there trading-market or rating disclosures for the preferred stock?

Yes. The Supplement discloses the Preferred Stock has no public trading market and has not been rated, warning that liquidity may be limited and that investing carries risks described under "Risk Factors."

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

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Accepted by SEC EDGAR 05/28/2026 - 04:33 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-283802

PROSPECTUS SUPPLEMENT NO. 30, DATED MAY 28, 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. 30 (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 May 28, 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): May 21, 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 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On May 21, 2026, New Indianapolis Downtown Hotel Limited Partnership, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Sheraton Indianapolis City Centre Hotel located in Indianapolis, Indiana pursuant to an Agreement of Purchase and Sale, as of December 5, 2025, as amended, by and between New Indianapolis Downtown Hotel Limited Partnership, and Ashford TRS Lessee II LLC as seller, and Keystone Realty Group LLC, as purchaser, for a gross purchase price of approximately $32.1 million in cash, subject to purchaser credits of approximately $15.2 million, customary pro-rations and adjustments.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(b)    The unaudited pro forma financial information for the Company as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

(d)    Exhibits

Exhibit Number Description

99.1    Unaudited Pro Forma Financial Information of Ashford Hospitality Trust, Inc.

101    Inline Interactive Data Files.

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: May 28, 2026			By:			/s/ Justin Coe
						Justin Coe
						Chief Accounting Officer