Ashford registers 16,000,000 preferred shares

Ashford Hospitality Trust registers 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares.

Rhea-AI Filing Summary

Ashford Hospitality Trust registers 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares. The supplement to the prospectus dated February 7, 2025 states the Series M has a liquidation preference of $25.00 per share. The Supplement incorporates a Form 8-K disclosing the March 5, 2026 sale of the Hilton St. Petersburg Bayfront for $96 million, subject to customary pro-rations and adjustments.

The Supplement notes liquidity risk for the preferred stock and that the securities are not rated. The unaudited pro forma financial information for specified periods is filed as Exhibit 99.1.

Insights

Capital Markets Counsel

Registration adds preferred share capacity; offering terms remain governed by the prospectus and supplements.

The prospectus supplement lists registration of 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares, with the Series M liquidation preference of $25.00 per share. The filing integrates an 8-K and a pro forma financial exhibit, preserving usual disclosure linkage between shelf/prospectus supplements and transactional disclosures.

Qualifiers such as any distribution mechanics or timing are governed by the Prospectus and Supplement language; the Supplement reiterates liquidity and rating risks for the securities as disclosed.

Corporate Finance Analyst

Sale of a hotel for $96 million is recorded; pro forma financials were filed.

The Form 8-K states the Hilton St. Petersburg Bayfront sold for $96 million, subject to customary pro-rations and adjustments, and attaches unaudited pro forma financial information as Exhibit 99.1 covering the nine months ended September 30, 2025 and year ended December 31, 2024. This provides investors with post-transaction financial presentation.

Cash-flow treatment and use of proceeds are not described in the Supplement excerpt; subsequent disclosures or the Prospectus may specify allocation or timing.

FAQ

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

What preferred shares did Ashford (AHT) register in this supplement?

The supplement registers 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares. The Series M carries a $25.00 liquidation preference per share as stated in the supplement.

Does the supplement state whether Ashford will receive proceeds from these registered shares?

The excerpt does not state proceeds allocation or sales mechanics. The supplement amends the Prospectus and links to the Prospectus for distribution terms and any proceeds treatment.

What material transaction did Ashford disclose in the attached Form 8-K?

Ashford disclosed the sale of the Hilton St. Petersburg Bayfront for $96 million, subject to customary pro-rations and adjustments, completed on March 5, 2026 by its indirect subsidiary.

Are pro forma financial statements included with the filing?

Yes, the filing attaches unaudited pro forma financial information as Exhibit 99.1 for the nine months ended September 30, 2025 and the year ended December 31, 2024, incorporated by reference in Item 9.01.

Does the supplement discuss marketability or ratings for the preferred stock?

The supplement states the Preferred Stock has no public trading market, limited liquidity, and has not been rated, and refers readers to the Prospectus Risk Factors section.

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

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Accepted by SEC EDGAR 03/10/2026 - 04:51 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-283802

PROSPECTUS SUPPLEMENT NO. 22, DATED MARCH 10, 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. 22 (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 March 10, 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): March 5, 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 March 5, 2026, St. Petersburg Florida Hotel Limited Partnership, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Hilton St. Petersburg Bayfront located in St. Petersburg, Florida pursuant to an Agreement of Purchase and Sale, dated as of December 12, 2025, by and between St. Petersburg Florida Hotel Limited Partnership and Ashford TRS Lessee II LLC, as seller, and Kolter Group Acquisitions LLC, as purchaser, for $96 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 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: March 10, 2026			By:			/s/ Deric S. Eubanks
						Deric S. Eubanks
						Chief Financial Officer