Ashford Hospitality Trust registers 16M preferred shares

Ashford Hospitality Trust, Inc. registers 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock pursuant to a prospectus supplement dated July 6, 2026.

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. registers 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock pursuant to a prospectus supplement dated July 6, 2026.

The supplement attaches a Form 8-K that reports the June 30, 2026 completion of the sale of the Hyatt Regency Savannah in Savannah, Georgia for $158.0 million in cash, subject to customary pro-rations and adjustments. The supplement updates and supplements the prospectus dated February 7, 2025 and should be read together with it.

Insights

Mergers & Acquisitions Analyst

Sale of Hyatt Regency Savannah for $158.0 million reported; proceeds treatment is disclosed as cash sale.

The filing states that HH Savannah LLC and HHC TRS Savannah LLC completed the sale of the Hyatt Regency Savannah on June 30, 2026 for $158.0 million in cash, subject to customary pro-rations and adjustments. The wording indicates a cash disposition by wholly owned subsidiaries.

Key dependencies include the customary post-closing adjustments and the unaudited pro forma financial information attached as Exhibit 99.1, which will show how the sale affects reported results for the three months ended March 31, 2026 and year ended December 31, 2025. Subsequent filings may disclose the allocation of proceeds and any tax or reinvestment treatment.

Capital Markets / Securities Analyst

Prospectus supplement registers a combined 16,000,000 preferred shares across two series.

The supplement lists 11,200,000 Series L and 4,800,000 Series M Redeemable Preferred Stock and attaches the referenced Form 8-K. The Preferred Stock is described as having no public trading market and limited liquidity.

Cash-flow treatment and intended use of proceeds are not specified in the excerpt. The unaudited pro forma information (Exhibit 99.1) is provided to reflect the transaction's accounting impact; further details on issuance timing or placement method are not in the provided text.

Key Figures

Series L registered: 11,200,000 shares Series M registered: 4,800,000 shares Hyatt Regency Savannah sale price: $158.0 million

3 metrics

Series L registered 11,200,000 shares Prospectus Supplement No. 35 dated July 6, 2026

Series M registered 4,800,000 shares Prospectus Supplement No. 35 dated July 6, 2026

Hyatt Regency Savannah sale price $158.0 million Sale completed June 30, 2026, cash consideration, subject to customary pro-rations and adjustments

Key Terms

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

3 terms

Prospectus Supplement regulatory

"This prospectus supplement no. 35 (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.

Unaudited Pro Forma Financial Information financial

"The unaudited pro forma financial information for the Company as of and for the three months ended"

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.

Offering Details

shelf/prospectus supplement

Offering

Offering Type shelf/prospectus supplement

FAQ

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

What preferred shares did AHT register in the July 6, 2026 supplement?

The company registered 11,200,000 Series L and 4,800,000 Series M Redeemable Preferred Stock. The supplement is dated July 6, 2026 and supplements the prospectus dated February 7, 2025.

What asset sale did Ashford Hospitality Trust disclose in the attached Form 8-K?

Ashford reported the sale of the Hyatt Regency Savannah for $158.0 million in cash, completed on June 30, 2026, subject to customary pro-rations and adjustments.

Does the supplement state whether the registered preferred stock has a trading market?

The supplement states the Preferred Stock has no public trading market and may be illiquid; it also notes the Preferred Stock has not been rated, per the Prospectus risk disclosures.

Where can I find the financial impact of the Hyatt Regency Savannah sale?

The filing includes unaudited pro forma financial information as Exhibit 99.1 for the three months ended March 31, 2026 and year ended December 31, 2025, which reflects the sale's accounting impact.

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

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Accepted by SEC EDGAR 07/06/2026 - 04:14 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-283802

PROSPECTUS SUPPLEMENT NO. 35, DATED JULY 6, 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. 35 (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 July 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): June 30, 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 June 30, 2026, HH Savannah LLC and HHC TRS Savannah LLC, indirect wholly owned subsidiaries of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Hyatt Regency Savannah located in Savannah, Georgia pursuant to an Agreement of Purchase and Sale, dated as of May 15, 2026, by and between HH Savannah LLC and HHC TRS Savannah LLC, as seller, and C&C Bay Hotel Owner, LLC, as purchaser, for $158.0 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: July 6, 2026			By:			/s/ Justin Coe
						Justin Coe
						Chief Accounting Officer