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[424B3] ASHFORD HOSPITALITY TRUST INC Prospectus Filed Pursuant to Rule 424(b)(3)

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
424B3

Rhea-AI Filing Summary

Ashford Hospitality Trust filed a Prospectus Supplement No. 18 registering 11,200,000 Shares of Series L Redeemable Preferred Stock and 4,800,000 Shares of Series M Redeemable Preferred Stock with a liquidation preference of $25.00 per share.

The filing also attaches a Form 8-K disclosing that an indirect subsidiary completed the sale of the Embassy Suites Austin in Austin, Texas for $13.5 million in cash on February 17, 2026, subject to customary proration and adjustments. The supplement updates the prospectus dated February 7, 2025.

Positive

  • None.

Negative

  • None.

Insights

Sale of a noncore hotel for $13.5 million reduces portfolio count; proceeds recipient and timing are explicit.

The transaction completed on February 17, 2026, when Ashford Austin LP sold Embassy Suites Austin for $13.5 million, subject to customary prorations and adjustments. The sale proceeds are cash consideration to the seller entities named in the agreement.

This disposition appears as a portfolio pruning event; the prospectus supplement concurrently registers 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares with a $25.00 liquidation preference per share. Timing and use of proceeds from any registered issuance are not described in the excerpt.


Filed Pursuant to Rule 424(b)(3)
Registration No. 333-283802
PROSPECTUS SUPPLEMENT NO. 18, DATED FEBRUARY 20, 2026
TO THE PROSPECTUS, DATED FEBRUARY 7, 2025


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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. 18 (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 17, 2026

ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)

Maryland001-3177586-1062192
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway, Suite 1200
Dallas
Texas75254
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockAHTNew York Stock Exchange
Preferred Stock, Series DAHT-PDNew York Stock Exchange
Preferred Stock, Series FAHT-PFNew York Stock Exchange
Preferred Stock, Series GAHT-PGNew York Stock Exchange
Preferred Stock, Series HAHT-PHNew York Stock Exchange
Preferred Stock, Series IAHT-PINew York Stock Exchange
Preferred Stock Repurchase RightsNew York Stock Exchange



ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On February 17, 2026, Ashford Austin LP, an indirect subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Embassy Suites Austin in Austin, Texas pursuant to an Agreement of Purchase and Sale, dated as of November 11, 2025, by and between New Houston Hotel Limited Partnership and Ashford Austin LP, collectively as seller, and Galleria Lodging, LP and Arboretum Lodging, collectively as purchaser, for $13.5 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 nine months ended September 30, 2025 and the year ended December 31, 2024, 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.
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: February 20, 2026By:/s/ Deric S. Eubanks
Deric S. Eubanks
Chief Financial Officer


Ashford Hospitality Tr Inc

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