Houston Embassy Suites sale by Ashford Hospitality (NYSE: AHT)

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. is offering 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 its existing February 7, 2025 prospectus.

The company also reports that its indirect subsidiary completed the sale of the Embassy Suites Houston Near the Galleria for $13.5 million in cash, subject to customary prorations and adjustments. Unaudited pro forma financial information for the nine months ended September 30, 2025 and year ended December 31, 2024 is incorporated by reference. The preferred stock has no public trading market, limited liquidity, and is not rated.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-283802

PROSPECTUS SUPPLEMENT NO. 16, DATED FEBRUARY 13, 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. 16 (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 February 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): February 9, 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 February 9, 2026, New Houston Hotel Limited Partnership, an indirect subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Embassy Suites Houston Near the Galleria located in Houston, Texas pursuant to an Agreement of Purchase and Sale, dated as of November 11, 2025, by and between New Houston Hotel Limited Partnership and Ashford Austin LP, collectively as seller, and Galleria Lodging, LP and Arboretum Lodging, collectively as purchaser, for $13.5 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: February 12, 2026			By:			/s/ Deric S. Eubanks
						Deric S. Eubanks
						Chief Financial Officer

FAQ

What securities does Ashford Hospitality Trust (AHT) offer in this prospectus supplement?

Ashford Hospitality Trust is offering 11,200,000 shares of Series L and 4,800,000 shares of Series M redeemable preferred stock. Each series carries a $25.00 per share liquidation preference and is offered under the company’s February 7, 2025 base prospectus.

What does the $25.00 per share liquidation preference mean for AHT preferred stock?

The $25.00 per share liquidation preference means holders of Series L and Series M preferred stock are entitled to receive $25.00 per share before common shareholders if the company is liquidated. It sets the priority claim amount in a wind‑down scenario, not a guaranteed market price.

What asset sale did Ashford Hospitality Trust (AHT) complete related to this filing?

An indirect subsidiary of Ashford Hospitality Trust completed the sale of the Embassy Suites Houston Near the Galleria hotel. The property was sold for $13.5 million in cash, subject to customary prorations and adjustments, to Galleria Lodging, LP and Arboretum Lodging.

Who were the buyers of the Embassy Suites Houston Near the Galleria from AHT?

The Embassy Suites Houston Near the Galleria was purchased by Galleria Lodging, LP and Arboretum Lodging. The sellers were New Houston Hotel Limited Partnership and Ashford Austin LP, both associated with Ashford Hospitality Trust, and the cash consideration was $13.5 million.

What financial information is attached to Ashford Hospitality Trust’s current report?

The company attached unaudited pro forma financial information as Exhibit 99.1. It covers Ashford Hospitality Trust as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024, reflecting the impact of the completed hotel sale on its financial statements.

What are the main risks of investing in Ashford Hospitality Trust’s preferred stock?

The preferred stock has no public trading market, offering limited liquidity and possible periods of illiquidity. It is also not rated, so investors assume the risks of unrated securities. Additional risk details appear under “Risk Factors” in the base prospectus and related supplements.