Ashford Hospitality registers 16.0M preferred shares

Ashford Hospitality Trust, Inc. filed a Prospectus Supplement registering 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.

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. filed a Prospectus Supplement registering 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 that discloses the $17 million cash sale of the 150-room Embassy Suites by Hilton Dallas Near the Galleria on May 6, 2026, pursuant to an agreement dated March 26, 2026. The Supplement updates and supplements the Prospectus dated February 7, 2025, and notes liquidity and rating risks for the Preferred Stock.

Insights

Capital Markets Attorney

Registration lists two preferred series and links an asset sale.

The Supplement registers 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares and reiterates the $25.00 liquidation preference language. It attaches a Form 8-K disclosing a $17 million sale of a Dallas hotel completed May 6, 2026.

Terms shown are issuer-focused; the Supplement warns the Preferred Stock has no public trading market. Cash‑flow treatment from the registered offering and specific use of proceeds are not stated in the provided excerpt.

Real Estate Finance Analyst

Asset disposition noted alongside the registration; pro forma financials attached.

The Form 8-K reports sale proceeds of $17 million for the 150-room Embassy Suites by Hilton Dallas Near the Galleria, completed May 6, 2026. The Supplement references unaudited pro forma financial information for year ended December 31, 2025 attached as Exhibit 99.1.

Impact on capital structure depends on whether proceeds support the registered preferred offering; the excerpt does not state proceeds allocation or pricing for the preferred shares.

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. 28

Series M registered 4,800,000 shares Prospectus Supplement No. 28

Liquidation preference $25.00 per share Series L and Series M Preferred Stock

Hotel sale proceeds $17 million Sale of Embassy Suites by Hilton Dallas Near the Galleria, completed May 6, 2026

Key Terms

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

4 terms

Prospectus Supplement regulatory

"This prospectus supplement no. 28 (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"

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"

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 year ended December 31, 2025"

Offering Details

primary · 11,200,000 shares Series L; 4,800,000 shares Series M

Offering

Offering Type primary

Securities Offered Series L and Series M Redeemable Preferred Stock

Offering Amount 11,200,000 shares Series L; 4,800,000 shares Series M

FAQ

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

What preferred shares did Ashford Hospitality Trust (AHT) register in this Supplement?

The company registered 11,200,000 shares of Series L and 4,800,000 shares of Series M Redeemable Preferred Stock, with a stated $25.00 liquidation preference per share.

Does the Supplement disclose any recent asset sales by AHT?

Yes. The attached Form 8-K reports the sale of the 150-room Embassy Suites by Hilton Dallas Near the Galleria for $17 million, completed on May 6, 2026, per the March 26, 2026 purchase agreement.

Is the Preferred Stock publicly traded or rated according to the Supplement?

No. The Supplement states the Preferred Stock has no public trading market and has not been rated, and warns investors about limited liquidity and risks associated with non‑rated securities.

Does the Supplement state how offering proceeds will be used?

The provided excerpt does not state a use of proceeds; it incorporates the Prospectus and attaches unaudited pro forma financial information but does not specify allocation of any offering proceeds.

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

The Supplement attaches unaudited pro forma financial information as Exhibit 99.1, described as pro forma financial information of the company as of and for the year ended December 31, 2025.

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

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Accepted by SEC EDGAR 05/12/2026 - 12:58 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-283802

PROSPECTUS SUPPLEMENT NO. 28, DATED MAY 12, 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. 28 (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 May 12, 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): May 6, 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 May 6, 2026, Ashford Dallas LP, an indirect subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the 150-room Embassy Suites by Hilton Dallas Near the Galleria located in Dallas, Texas pursuant to an Agreement of Purchase and Sale, dated as of March 26, 2026, by and between Ashford Dallas LP, as seller, and DG Lodging, LLC, as purchaser, for $17 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: May 12, 2026			By:			/s/ Justin Coe
						Justin Coe
						Chief Accounting Officer