Ashford Hospitality Trust (NYSE: AHT) files supplement to register 16,000,000 preferred shares

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. registers preferred shares via a prospectus supplement. The supplement, dated February 25, 2026, updates the prospectus to register 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock with a stated liquidation preference of $25.00 per share.

The Supplement incorporates a Form 8-K filed February 25, 2026 attaching the Company’s fourth quarter 2025 earnings press release as Exhibit 99.1. The disclosure notes the Preferred Stock has no public trading market and limited liquidity.

Insights

Capital Markets Analyst

Registers a combined 16,000,000 preferred shares; liquidity and market status disclosed.

The filing registers 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares and states a $25.00 liquidation preference per share. The Supplement is presented as an update to the February 7, 2025 prospectus and attaches a Form 8-K dated February 25, 2026.

Timing and proceeds treatment are not stated in the excerpt; the press release for fourth quarter 2025 is included as Exhibit 99.1. Future issuer or selling-holder activity will determine any market issuance; timing is not specified in the provided excerpt.

Securities & Registration Specialist

Administrative registration supplement that clarifies registered classes and attaches an earnings release.

The Supplement explicitly lists the registered amounts for Series L and Series M preferred stock and reiterates liquidity and rating disclaimers for the Preferred Stock. It attaches the Company’s Form 8-K that includes the fourth quarter 2025 earnings release as Exhibit 99.1.

Because the filing is a prospectus supplement and an 8-K attachment, it serves disclosure and registration purposes; it does not itself state offering mechanics, proceeds allocation, or pricing in the provided excerpt.

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Accepted by SEC EDGAR 02/25/2026 - 04:25 PM Learn about SEC filing dates

FAQ

What preferred shares did AHT register in this supplement?

The company registered 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares. The supplement lists these share counts directly and states a liquidation preference of $25.00 per share.

Does the Supplement state how proceeds will be used by AHT?

The excerpt does not describe use of proceeds. The Supplement updates the prospectus and attaches a Form 8-K with the fourth quarter 2025 press release; it does not specify proceeds allocation in the provided text.

Is the preferred stock listed or rated according to the filing?

No; the Supplement states the Preferred Stock has no public trading market and has not been rated. The disclosure warns investors about limited liquidity and non-rated securities risk.

What other disclosure was attached to the Supplement?

The Supplement attaches a Form 8-K dated February 25, 2026 which includes the Company’s fourth quarter 2025 earnings press release as Exhibit 99.1. The press release is incorporated by reference in the Supplement.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-283802

PROSPECTUS SUPPLEMENT NO. 21, DATED FEBRUARY 25, 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. 21 (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 25, 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 25, 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)

(I.R.S. 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 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 25, 2026, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 8.01     OTHER EVENTS.

The disclosure set forth under Items 2.02 and 9.01, including the press release attached as Exhibit 99.1, is incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits

Exhibit Number Description

99.1    Fourth Quarter 2025 Earnings Release of the Company, dated February 25, 2026

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 25, 2026			By:			/s/ Deric S. Eubanks
						Deric S. Eubanks
						Chief Financial Officer