Ashford Hospitality Trust (AHT) details preferred stock and $42.5M hotel sale

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. is offering up to 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock, each with a $25.00 per share liquidation preference, under an ongoing prospectus that this supplement updates.

The supplement attaches a current report describing the completed sale of the 226-room Le Pavillon hotel in New Orleans by an indirect subsidiary to 833 Poydras St. Prime Property, LLC for $42.5 million in cash, subject to customary prorations and adjustments. The company also provides unaudited pro forma financial information for the nine months ended September 30, 2025 and the year ended December 31, 2024 as an exhibit.

The preferred stock has no public trading market, may be illiquid, and is not rated, so investors face the risks associated with non-rated, thinly traded securities.

Insights

Real estate & REIT analyst

Ashford registers preferred shares and reports a $42.5M hotel sale.

Ashford Hospitality Trust is maintaining an ongoing capital-raising framework through Series L and Series M redeemable preferred stock, each with a $25.00 per share liquidation preference. This structure offers a fixed claim in the capital stack but sits above common equity, which is typical for REIT preferreds.

The attached report highlights completion of the sale of the 226-room Le Pavillon hotel in New Orleans for $42.5 million in cash, subject to customary adjustments. That represents a meaningful single-asset transaction, though the excerpt does not quantify its size relative to the overall portfolio or debt, so its impact on leverage and earnings is unclear.

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 provided to help readers see how the hotel sale might have affected historical financials on a pro forma basis.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-283802

PROSPECTUS SUPPLEMENT NO. 14, DATED DECEMBER 23, 2025

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. 14 (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 December 23, 2025. 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): December 18, 2025

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

ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On December 18, 2025, Ashford Le Pavillon LP, an indirect subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the 226-room Le Pavillon hotel located in New Orleans, Louisiana (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of November 17, 2025, by and between Ashford Le Pavillon LP, as seller, and 833 Poydras St. Prime Property, LLC, as purchaser, for $42.5 million in cash, subject to customary pro-rations and adjustments.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(b) Pro Forma Financial Information. 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: December 23, 2025			By:			/s/ Deric S. Eubanks
						Deric S. Eubanks
						Chief Financial Officer

FAQ

What securities is Ashford Hospitality Trust (AHT) offering in this prospectus supplement?

Ashford Hospitality Trust is offering up to 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock under its February 7, 2025 prospectus as updated by this supplement.

What is the liquidation preference of Ashford Hospitality Trust's Series L and Series M preferred stock?

Both the Series L and Series M Redeemable Preferred Stock carry a liquidation preference of $25.00 per share, which is the amount each share is entitled to before common shareholders in a liquidation.

What major transaction does Ashford Hospitality Trust (AHT) disclose in this supplement?

An indirect subsidiary of Ashford Hospitality Trust completed the sale of the 226-room Le Pavillon hotel in New Orleans, Louisiana to 833 Poydras St. Prime Property, LLC for $42.5 million in cash, subject to customary prorations and adjustments.

What financial information is provided related to the Le Pavillon hotel sale for AHT?

The company includes as Exhibit 99.1 unaudited pro forma financial information for as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024, reflecting the impact of the Le Pavillon hotel sale.

What are key risks of investing in Ashford Hospitality Trust's preferred stock?

The filing states that the preferred stock has no public trading market, may have limited liquidity and may at times be illiquid. It also notes the preferred stock has not been rated, so investors bear the risks of investing in non-rated securities.

Does Ashford Hospitality Trust (AHT) list its existing exchange-traded securities in this document?

Yes. The document lists the company’s Common Stock (AHT) and several series of preferred stock (Series D, F, G, H, and I) as being listed on the New York Stock Exchange.