Ashford Hospitality Trust (AHT) halts preferred redemptions and terminates primary Series L & M offering

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. provides an update on its offering of 11,200,000 shares of Series L and 4,800,000 shares of Series M redeemable preferred stock, each with a $25.00 per share liquidation preference. The board of directors has terminated the primary offering effective immediately, and any pending subscription requests will be returned, although shares may still be acquired through the dividend reinvestment plan.

The board has also suspended all redemptions of the Preferred Stock effective December 9, 2025. Because there is no public trading market and no current redemption option, holders may be unable to dispose of their shares for an indefinite period and, if redemptions resume, may receive less than the stated value due to potential fees and discounts. The company highlights that these securities should be viewed only as a long-term investment.

Positive

• None.

Negative

• Suspension of preferred stock redemptions: Effective December 9, 2025, the board has halted all redemptions of the Preferred Stock, leaving holders without a clear exit path.
• Severe liquidity and pricing risk: With no public market, suspended redemptions, charter transfer restrictions, and possible future redemption fees, holders may be unable to sell or may receive materially less than the $25.00 stated value.

Insights

REIT & Capital Markets Analyst

Suspended redemptions and an illiquid market materially raise liquidity risk for AHT preferred holders.

Ashford Hospitality Trust has ended the primary offering of its Series L and Series M redeemable preferred stock while keeping issuance open only via the dividend reinvestment plan. This reduces fresh primary capital from new preferred investors and concentrates activity in existing holders reinvesting dividends.

More critically, the board has suspended all redemptions of the Preferred Stock effective December 9, 2025. With no listing on the NYSE or other exchanges and no planned market quotation, redemptions had been the main practical exit route; removing this channel significantly limits near-term liquidity for holders.

The revised risk factor notes that even if redemptions resume, they may carry fees based on holding period, and sales could occur at prices below the $25.00 stated value. For current and prospective preferred investors, this frames the securities as long-term, illiquid instruments whose realizable value may depend on future board decisions and market demand for private resales.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-283802

PROSPECTUS SUPPLEMENT NO. 13, DATED DECEMBER 9, 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. 13 (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.

The purpose of this Supplement is to provide additional information with respect to the status of this offering, the suspension of the redemption of the Preferred Stock and risks related thereto.

Status of the Offering

Our board of directors has approved the termination of our primary offering effective immediately. Any pending subscription requests will be returned to subscribers. We plan to continue to offer shares of the Preferred Stock pursuant to the dividend reinvestment plan beyond the termination of the primary offering.

SUSPENSION OF REDEMPTIONS

Our board of directors has suspended the redemption of Preferred Stock.

RISK FACTORS

The following risk factor supersedes and replaces the corresponding risk factor included in the prospectus.

There is no public market for the Preferred Stock, and we do not expect one to develop; because our board of directors has suspended redemptions of the Preferred Stock, you may be unable to dispose of your shares, and even if redemptions resume, you may receive less than the Stated Value.

There is no public trading market for the Preferred Stock offered in this offering, and we do not intend to list these securities on the NYSE or any other securities exchange or to include these shares for quotation on any national securities market. Therefore, the redemption of shares by us will likely be the only way for you to dispose of your shares. Effective December 9, 2025, our board of directors has suspended all redemptions of the Preferred Stock. As a result, you should not expect to have any ability to have your shares redeemed by us for an indefinite period, if at all, and your ability to dispose of your shares may be severely limited. If our board of directors determines in the future to resume redemptions, such redemptions, if available, may be subject to a redemption fee depending on the period of time you have held your shares. As a result, if you are able to sell your shares to us, you may receive less than the Stated Value of your shares. Additionally, our charter contains restrictions on the ownership and transfer of our securities, and these restrictions may inhibit your ability to sell the Preferred Stock promptly or at all. If you are able to sell the Preferred Stock, you may only be able to sell them at a substantial discount from the price you paid. Therefore, you should purchase the Preferred Stock only as a long-term investment.

FAQ

What did Ashford Hospitality Trust (AHT) change about its preferred stock offering?

Ashford Hospitality Trust has terminated the primary offering of its Series L and Series M redeemable preferred stock effective immediately, returning any pending subscription requests, but will continue to offer shares through its dividend reinvestment plan.

What are the key terms of AHT's Series L and M redeemable preferred stock?

The offering covers 11,200,000 shares of Series L and 4,800,000 shares of Series M redeemable preferred stock, each with a $25.00 per share liquidation preference.

Has Ashford Hospitality Trust (AHT) suspended redemptions of its preferred stock?

Yes. Effective December 9, 2025, the board of directors has suspended all redemptions of the Preferred Stock, removing the main company-provided exit option for holders.

Is there a public market for AHT’s Series L and M preferred shares?

No. There is no public trading market for the Preferred Stock, and Ashford Hospitality Trust does not intend to list these securities on the NYSE or any other exchange or quotation system.

Can AHT preferred shareholders still dispose of their shares after the redemption suspension?

The company states that investors should not expect to have their shares redeemed for an indefinite period, if at all, and any eventual sales may be difficult to execute and could occur at a substantial discount to the price paid.

What pricing risk do AHT preferred investors face if redemptions resume?

If the board later resumes redemptions, these may be subject to a redemption fee based on how long the shares were held, meaning investors could receive less than the $25.00 stated value per share.

Why does AHT describe its preferred stock as a long-term investment?

Given the lack of a public market, suspended redemptions, possible future fees, and charter restrictions on ownership and transfer, the company notes that investors should purchase the Preferred Stock only as a long-term investment.