AHT registers 16M preferred shares, reports $53M hotel sale

Ashford Hospitality Trust, Inc. files a prospectus supplement registering 11,200,000 shares of Series L and 4,800,000 shares of Series M Redeemable Preferred Stock.

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. files a prospectus supplement registering 11,200,000 shares of Series L and 4,800,000 shares of Series M Redeemable Preferred Stock. The supplement (No. 36) updates the February 7, 2025 prospectus and attaches a Form 8-K reporting the July 1, 2026 sale of the Marriott Fremont Silicon Valley for $53.0 million in cash, subject to customary pro-rations and adjustments.

The supplement discloses the preferred shares carry a liquidation preference of $25.00 per share and includes unaudited pro forma financial information for the three months ended March 31, 2026 and the year ended December 31, 2025 as Exhibit 99.1.

Insights

Corporate Finance Analyst

Registers preferred stock while reporting a hotel disposition and pro forma adjustments.

The prospectus supplement registers 11,200,000 Series L and 4,800,000 Series M preferred shares with a $25.00 liquidation preference per share, updating the February 7, 2025 prospectus. The filing attaches a Form 8-K showing a completed sale of the Marriott Fremont Silicon Valley for $53.0 million, subject to customary pro-rations and adjustments.

Cash‑flow treatment and use of any proceeds from the registered preferred are not detailed in this excerpt; subsequent filings or the prospectus language would clarify proceeds allocation and timing. The unaudited pro forma financials (Exhibit 99.1) provide the adjusted post‑transaction basis for investors to assess balance sheet and leverage impacts.

Hotel/REIT Valuation Specialist

Asset sale reduces portfolio exposure and is shown with pro forma financials for clarity.

The sale of the Fremont property for $53.0 million is a discrete disposition recorded as completed on July 1, 2026. The filing references an Agreement of Purchase and Sale dated June 19, 2026, indicating the contractual timeline. The attached unaudited pro forma information covers the three months ended March 31, 2026 and year ended December 31, 2025, which should show the transaction's effect on leverage and invested capital.

Investors will find the pro forma exhibit relevant for assessing post‑sale leverage and liquidity; the excerpt does not state post‑closing cash balances or explicit uses of sale proceeds.

Key Figures

Series L registered: 11,200,000 shares Series M registered: 4,800,000 shares Liquidation preference: $25.00 per share +2 more

5 metrics

Series L registered 11,200,000 shares Prospectus Supplement No. 36

Series M registered 4,800,000 shares Prospectus Supplement No. 36

Liquidation preference $25.00 per share Series L and Series M preferred stock

Hotel sale price $53.0 million Sale of Marriott Fremont Silicon Valley, completed July 1, 2026

Pro forma periods Q1 2026 and FY 2025 Unaudited pro forma financial information, Exhibit 99.1

Key Terms

Prospectus Supplement, liquidation preference, unaudited pro forma financial information, Agreement of Purchase and Sale

4 terms

Prospectus Supplement regulatory

"Prospectus Supplement No. 36, dated July 8, 2026"

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.

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

"Unaudited Pro Forma Financial Information of Ashford Hospitality Trust, Inc."

Agreement of Purchase and Sale legal

"Agreement of Purchase and Sale, dated as of June 19, 2026"

FAQ

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

What preferred shares does AHT register in Prospectus Supplement No. 36?

The supplement registers 11,200,000 shares of Series L and 4,800,000 shares of Series M Redeemable Preferred Stock. The registered preferred stock carries a $25.00 per‑share liquidation preference.

What asset sale does the Form 8-K attached to the supplement report for AHT?

AHT reports the completed sale of the Marriott Fremont Silicon Valley on July 1, 2026 for $53.0 million in cash, subject to customary pro‑rations and adjustments under the June 19, 2026 purchase agreement.

Does the filing include pro forma financial information for AHT?

Yes. The filing attaches unaudited pro forma financial information as Exhibit 99.1 for the three months ended March 31, 2026 and the year ended December 31, 2025 to reflect the transaction's effects.

Is the liquidation preference for the registered preferred stock disclosed?

Yes. The supplement states the preferred shares have a liquidation preference of $25.00 per share, as disclosed in the prospectus supplement cover language.

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

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Accepted by SEC EDGAR 07/07/2026 - 06:44 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-283802

PROSPECTUS SUPPLEMENT NO. 36, DATED JULY 8, 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. 36 (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 8, 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): July 1, 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 July 1, 2026, Ashford Fremont LP and Ashford TRS Fremont LLC, indirect wholly owned subsidiaries of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Marriott Fremont Silicon Valley located in Fremont, California pursuant to an Agreement of Purchase and Sale, dated as of June 19, 2026, by and between Ashford Fremont LP and Ashford TRS Fremont LLC, as seller, and SRE Acquisitions V, LLC, as purchaser, for $53.0 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 8, 2026			By:			/s/ Justin Coe
						Justin Coe
						Chief Accounting Officer