Ashford (AHT) registers 16M preferred shares, sells hotel for $58M

Ashford Hospitality Trust, Inc. files a prospectus supplement registering 11,200,000 shares of Series L and 4,800,000 shares of Series M Redeemable Preferred Stock with a liquidation preference of $25.00 per share.

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. files a prospectus supplement registering 11,200,000 shares of Series L and 4,800,000 shares of Series M Redeemable Preferred Stock with a liquidation preference of $25.00 per share.

The Supplement attaches a Form 8-K reporting that an indirect subsidiary completed the sale of the Hilton Alexandria Old Town for $58 million in cash, subject to customary pro-rations and adjustments. The Supplement updates and supplements the February 7, 2025 prospectus.

Insights

Capital Markets Analyst

Registers Series L and M preferred shares; terms include $25 liquidation preference.

The supplement lists the registration of 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares with a stated $25.00 liquidation preference per share. The filing is a normal prospectus supplement that updates the base prospectus.

Cash‑flow treatment from sales and issuance is not described in the excerpt; the supplement attaches a Form 8-K for context. Subsequent filings or the prospectus may state offering mechanics and proceeds allocation.

Real Estate M&A Specialist

Completed hotel disposition for $58M; proceeds and adjustments noted.

An indirect wholly owned subsidiary completed the sale of the Hilton Alexandria Old Town for $58,000,000 in cash, "subject to customary pro-rations and adjustments." The disclosure identifies the buyer as Lodging Capital Partners LLC.

The filing attaches unaudited pro forma financial information; investors may review Exhibit 99.1 for the sale's balance‑sheet and income statement effects and any covenant or liquidity impacts.

Key Figures

Series L registered: 11,200,000 shares Series M registered: 4,800,000 shares Liquidation preference: $25.00 per share +1 more

4 metrics

Series L registered 11,200,000 shares Prospectus Supplement No. 26

Series M registered 4,800,000 shares Prospectus Supplement No. 26

Liquidation preference $25.00 per share Series L and Series M terms

Hotel sale proceeds $58,000,000 Sale of the Hilton Alexandria Old Town (completed March 31, 2026)

Key Terms

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

3 terms

Prospectus Supplement regulatory

"This prospectus supplement no. 26 (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.

Unaudited Pro Forma Financial Information financial

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

FAQ

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

What shares does Ashford Hospitality Trust register in Prospectus Supplement No. 26?

The Supplement registers 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares. The filing states the Series have a $25.00 liquidation preference per share and supplements the February 7, 2025 prospectus.

What was sold under the attached Form 8-K and for how much?

An indirect subsidiary sold the Hilton Alexandria Old Town for $58,000,000 in cash. The sale price is reported "subject to customary pro-rations and adjustments," and the purchaser is Lodging Capital Partners LLC.

Does the prospectus supplement state how proceeds will be used?

The excerpt does not describe uses of proceeds. The Supplement updates the prospectus and attaches pro forma financial information; any allocation or use-of-proceeds details would appear elsewhere in the prospectus materials.

Where can I find the pro forma impact of the hotel sale?

The filing attaches Exhibit 99.1, titled "Unaudited Pro Forma Financial Information," which shows the Company's pro forma results as of and for the year ended December 31, 2025. Review Exhibit 99.1 for the sale's financial effects.

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

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Accepted by SEC EDGAR 04/02/2026 - 07:04 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-283802

PROSPECTUS SUPPLEMENT NO. 26, DATED APRIL 3, 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. 26 (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 April 2, 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 31, 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 March 31, 2026, Ashford Alexandria LP, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Hilton Alexandria Old Town located in Alexandria, Virginia pursuant to an Agreement of Purchase and Sale, dated as of February 25, 2026, by and between Ashford Alexandria LP and Ashford TRS Alexandria LLC, as seller, and Lodging Capital Partners LLC, as purchaser, for $58 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 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: April 2, 2026			By:			/s/ Justin Coe
						Justin Coe
						Chief Accounting Officer