Ashford Hospitality Trust (NYSE: AHT) registers 16M preferred shares, sells hotel for $37.75M
Rhea-AI Filing Summary
Ashford Hospitality Trust registers 11,200,000 Series L and 4,800,000 Series M Redeemable Preferred Stock. The Supplement states a liquidation preference of $25.00 per share for the preferred issues and is filed as Prospectus Supplement No. 29 dated May 22, 2026.
The Supplement attaches a Form 8-K that discloses the completed sale of the Lakeway Resort and Spa for $37.75 million in cash and includes unaudited pro forma financial information for the periods ending March 31, 2026 and December 31, 2025 in Exhibit 99.1.
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Insights
Supplement registers 16,000,000 preferred shares and reports a $37.75M hotel disposition.
The company lists 11,200,000 Series L and 4,800,000 Series M Redeemable Preferred Stock with a stated $25.00 liquidation preference per share. These are presented via Prospectus Supplement No. 29 and tied to the base prospectus.
The attached Form 8-K documents the $37.75 million cash sale of Lakeway Resort and Spa and includes unaudited pro forma financial information (Exhibit 99.1). Timing and proceeds adjustments are described as "subject to customary pro-rations and adjustments" in the sale agreement.
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. 29
Series M registered
4,800,000 shares
Prospectus Supplement No. 29
Liquidation preference
$25.00 per share
Series L and Series M terms shown on Supplement cover
Lakeway Resort sale price
$37.75 million
Form 8-K Item 2.01 sale completed May 19, 2026
Pro forma financials
Exhibit 99.1
Unaudited pro forma for Q1 2026 and year 2025
Key Terms
Prospectus Supplement, Redeemable Preferred Stock, Liquidation Preference, Unaudited Pro Forma Financial Information
4 terms
Prospectus Supplement regulatory
"Prospectus Supplement No. 29, Dated May 22, 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.
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.
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."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did Ashford disclose on the attached Form 8-K?
The Form 8-K reports the completed sale of the Lakeway Resort and Spa in Austin, Texas for $37.75 million in cash, subject to customary pro-rations and adjustments, pursuant to agreements dated February 10 and amended March 18, 2026.
Does the filing include updated financial information after the Lakeway sale?
Yes. Exhibit 99.1 attached to the Supplement is 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, incorporated by reference in Item 9.01.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-283802
PROSPECTUS SUPPLEMENT NO. 29, DATED MAY 22, 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. 29 (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 May 22, 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): May 19, 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 May 19, 2026, Ashford Lakeway LP, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Lakeway Resort and Spa located in Austin, Texas pursuant to an Agreement of Purchase and Sale, dated as of February 10, 2026, as reinstated and amended by that certain Reinstatement and First Amendment to Agreement of Purchase and Sale, dated as of March 18, 2026, by and between Ashford Lakeway LP, as seller, and Trestle Studio LLC, as purchaser, for $37.75 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: May 22, 2026 | By: | /s/ Justin Coe | ||||||
| Justin Coe | ||||||||
| Chief Accounting Officer | ||||||||