Ashford registers 16M preferred shares, sells San Diego hotel
Ashford Hospitality Trust, Inc. filed 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.
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Form Type
424B3
Rhea-AI Filing Summary
Ashford Hospitality Trust, Inc. filed 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.
The supplement, dated June 12, 2026, attaches a Form 8-K that discloses the Company completed the sale of the Sheraton Mission Valley in San Diego on June 9, 2026 for approximately $45.3 million in cash, subject to customary proration and adjustments. The supplement reiterates liquidity and rating risk for the Preferred Stock, and incorporates unaudited pro forma financial information for the three months ended March 31, 2026 and year ended December 31, 2025.
Insights
Registration of two preferred series and disclosure of a hotel sale for ~$45.3M.
The filing registers 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares; the prospectus notes a $25.00 per-share liquidation preference. This establishes the classes and the maximum shares being offered under the supplement.
The attached Form 8-K reports the completion of the Sheraton Mission Valley sale for approximately $45.3 million in cash on June 9, 2026, and includes unaudited pro forma financial information for the periods ending March 31, 2026 and December 31, 2025. Cash-flow treatment and uses of proceeds are not detailed in the excerpt; subsequent filings may show pro forma effects.
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. 32 dated June 12, 2026
Series M registered
4,800,000 shares
Prospectus Supplement No. 32 dated June 12, 2026
Liquidation preference
$25.00 per share
Series L and Series M preferred stock
Hotel sale price
$45.3 million
Sale of Sheraton Mission Valley completed June 9, 2026
Pro forma periods
Q1 2026 and year 2025
Unaudited pro forma financial information attached as Exhibit 99.1
Key Terms
Prospectus Supplement, Redeemable Preferred Stock, Liquidation Preference, Unaudited Pro Forma Financial Information
4 terms
Prospectus Supplement regulatory
"This prospectus supplement no. 32 (this “Supplement”) is part of and should be read"
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.
Liquidation Preference financial
"Liquidation Preference $25.00 per share"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
Unaudited Pro Forma Financial Information reporting
"The unaudited pro forma financial information for the Company as of and for the three months ended March 31, 2026"
Offering Details
shelf/primary · 11,200,000 Series L shares; 4,800,000 Series M shares
Offering
Offering Type
shelf/primary
Securities Offered
Series L and Series M redeemable preferred stock
Offering Amount
11,200,000 Series L shares; 4,800,000 Series M shares
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Did AHT sell any assets disclosed in the attached Form 8-K?
Yes. The Form 8-K reports the sale of the Sheraton Mission Valley on June 9, 2026 for approximately $45.3 million in cash, subject to customary proration and adjustments.
Does the supplement include updated financials for AHT?
The supplement incorporates unaudited pro forma financial information for the three months ended March 31, 2026 and for the year ended December 31, 2025, filed as Exhibit 99.1.
Is the Preferred Stock publicly traded and rated (AHT)?
The supplement states the Preferred Stock has no public trading market and has not been rated, and highlights risks related to limited liquidity and non-rated securities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-283802
PROSPECTUS SUPPLEMENT NO. 32, DATED JUNE 12, 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. 32 (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 June 12,2026. 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): June 9, 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 June 9, 2026, Ashford MV San Diego LP, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Sheraton Mission Valley located in San Diego, California pursuant to an Agreement of Purchase and Sale, dated as of March 26, 2026, as amended, by and between Ashford MV San Diego LP, as seller, and Hotel Circle Holdings LLC, as purchaser, for approximately $45.3 million in cash, subject to 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: June 12, 2026 | By: | /s/ Justin Coe | ||||||
| Justin Coe | ||||||||
| Chief Accounting Officer | ||||||||