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Ashford Hospitality Trust (AHT) sells Hyatt Regency Long Island for $26.5M cash

(Neutral)
(Negative)
Form Type
424B3

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. provides a prospectus supplement to its February 7, 2025 prospectus covering an offering of 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock, each share of Series M having a liquidation preference of $25.00. The supplement incorporates a current report on Form 8-K.

Through an indirect wholly owned subsidiary, HH FP Portfolio LLC, the company completed the sale of the Hyatt Regency Long Island in Hauppauge, New York on July 31, 2026 for approximately $26.5 million in cash, subject to customary prorations and adjustments. Unaudited pro forma financial information as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025 is attached as an exhibit. The preferred stock described has no public trading market, may be illiquid, and is not rated, exposing investors to risks associated with non-rated and potentially illiquid securities.

Positive

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Negative

  • None.
Series L Preferred Shares 11,200,000 shares Shares of Series L Redeemable Preferred Stock described in the prospectus supplement
Series M Preferred Shares 4,800,000 shares Shares of Series M Redeemable Preferred Stock described in the prospectus supplement
Series M Liquidation Preference $25.00 per share Liquidation preference for each share of Series M Redeemable Preferred Stock
Hyatt Regency Long Island Sale Price $26.5 million Approximate cash consideration for the sale of the Hyatt Regency Long Island hotel
Pro Forma Quarter End Three months ended March 31, 2026 Period covered by unaudited pro forma financial information
Pro Forma Year End Year ended December 31, 2025 Period covered by unaudited pro forma financial information
prospectus supplement regulatory
"This prospectus supplement no. 37 (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 4,800,000 Shares of Series M Redeemable"
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) This prospectus supplement no. 37"
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 financial
"The unaudited pro forma financial information for the Company as of and for the three months"
emerging growth company regulatory
"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Offering Type shelf

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FAQ

What securities are covered in Ashford Hospitality Trust (AHT)'s prospectus supplement?

The supplement covers 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock, with each Series M share having a $25.00 liquidation preference.

What asset did Ashford Hospitality Trust (AHT) sell according to this filing?

An indirect subsidiary sold the Hyatt Regency Long Island in Hauppauge, New York pursuant to a purchase and sale agreement, with the transaction described as a completed sale of assets by the subsidiary.

What was the sale price for the Hyatt Regency Long Island property by AHT?

HH FP Portfolio LLC completed the sale of the Hyatt Regency Long Island for approximately $26.5 million in cash, subject to customary prorations and adjustments as specified in the purchase and sale agreement.

What are key risk considerations for AHT's Series L and Series M preferred stock?

The preferred stock has no public trading market, offers limited liquidity and may at times be illiquid, and is not rated, exposing investors to risks associated with non-rated, potentially illiquid securities.

What financial information does Ashford Hospitality Trust (AHT) provide with this supplement?

The company includes unaudited pro forma financial information as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, attached as Exhibit 99.1 and incorporated by reference.

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-283802
PROSPECTUS SUPPLEMENT NO. 37, DATED AUGUST 6, 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. 37 (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 August 6, 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): July 31, 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 July 31, 2026, HH FP Portfolio LLC, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Hyatt Regency Long Island located in Hauppauge, New York pursuant to an Agreement of Purchase and Sale, dated as of April 8, 2026, as amended and reinstated, by and between HH FP Portfolio LLC, as seller, and ABGHLI2613 LLC and TIC Owner Hyatt LLC, collectively as purchaser, for approximately $26.5 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 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: August 6, 2026By:/s/ Justin Coe
Justin Coe
Chief Accounting Officer