Ashford Hospitality Trust (NYSE: AHT) registers 16.0M preferred shares; loan accelerated
Filing Impact
Filing Sentiment
Form Type
424B3
Rhea-AI Filing Summary
Ashford Hospitality Trust, Inc. files a prospectus supplement registering 11,200,000 shares of Series L redeemable preferred stock and 4,800,000 shares of Series M redeemable preferred stock (liquidation preference $25.00 per share) and attaches a Form 8-K updating the Prospectus.
The Form 8-K discloses that on February 11, 2026 a trustee accelerated a refinanced mortgage loan with an outstanding principal balance of $325,000,000 after the borrower subsidiaries failed to make required payments under the Sixth Loan Extension; the loan is secured by eight hotels. The trustee demanded immediate payment and replacement cap documentation.
Positive
- None.
Negative
- None.
Insights
Loan acceleration follows missed extension payments and cap delivery requirements.
The trustee notified the borrower subsidiaries on
Outcomes will depend on whether the Trust pursues foreclosure, workout, or sale of the collateral hotels; timing and remedies are governed by the Loan Agreement and trustee demands.
Eight hotel properties secure the accelerated loan; asset-level resolution will determine cash recovery.
The Loan is secured by Embassy Suites Portland, Embassy Suites Crystal City, Embassy Suites Orlando, Embassy Suites Santa Clara, La Concha Key West, Hilton Costa Mesa, Sheraton Minneapolis, and Historic Inns of Annapolis. The trustee demanded payment and replacement cap agreements within five business days of the notice.
Resolution risks include operational cash flow at those properties and the trustee’s chosen enforcement path; subsequent filings may disclose specific remedial steps or asset-level outcomes.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-283802
PROSPECTUS SUPPLEMENT NO. 17, DATED FEBRUARY 18, 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. 17 (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 18, 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 11, 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 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
On February 11, 2026, Ashford Lee Vista Partners LP, Key West Florida Hotel Limited Partnership, Minnetonka Minnesota Hotel Limited Partnership, Annapolis Maryland Hotel Limited Partnership, Ashford CM Partners LP, Ashford Santa Clara Partners LP, Ashford PH Partners LP and Ashford Crystal City Partners LP (collectively, the “Borrower”), each a subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), received a notice letter (the “Notice Letter”) from Wilmington Trust, National Association, as Trustee for the benefit of the trusts of of J.P. Morgan Chase Commercial Mortgage Securities Trust 2018-ASH8, Commercial Mortgage Pass-Through Certificates, Series 2018-ASH8 (the “Trust”) relating to the refinanced mortgage loan made on January 17, 2018 to the Borrower in the original principal amount of $395,000,000 (the “Loan”). The Loan is currently held by the Trust and is evidenced by that certain Loan Agreement dated January 17, 2018 (the “Original Agreement”), as affected by that certain First Amendment to Loan Agreement dated as of February 8, 2018 (the “First Amendment”), that certain Loan Extension Agreement dated as of February 7, 2020 (the “First Extension”), that certain Loan Modification and Reinstatement Agreement dated as of January 19, 2021 (the “Loan Modification and Restatement”), that certain Second Loan Extension Agreement dated as of February 9, 2021 (the “Second Loan Extension”), that certain Third Loan Extension Agreement dated as of February 9, 2022 (the “Third Loan Extension”), that certain Fourth Loan Extension Agreement dated as of February 9, 2023 (the “Fourth Loan Extension”), that certain Fifth Loan Extension Agreement dated as of February 9, 2024, as amended by that certain Consent Letter dated as of March 5, 2024 (collectively, the “Fifth Loan Extension”), that certain Loan Modification Agreement dated as of April 9, 2024 (the “Second Loan Modification”), that certain Sixth Loan Extension Agreement dated as of February 7, 2025, as amended by that certain First Amendment to Sixth Loan Extension Agreement dated as of March 10, 2025, that certain Consent Letter dated as of April 9, 2025, that certain Consent Letter dated as of May 9, 2025, that certain Consent Letter dated as of June 9, 2025, that certain Consent Letter dated as of July 7, 2025, that certain Consent Letter dated as of August 7, 2025, that certain Consent Letter dated as of September 9, 2025, that certain Consent Letter dated as of October 9, 2025, that certain Consent Letter dated as of November 9, 2025, that certain Consent Letter dated as of December 9, 2025, and that certain Consent Letter dated as of January 7, 2026 (collectively, the “Sixth Loan Extension” and together with the Original Agreement, the First Amendment, the First Extension, the Loan Modification and Reinstatement, the Second Loan Extension, the Third Loan Extension, the Fourth Loan Extension, the Fifth Loan Extension, the Second Loan Modification, the “Loan Agreement”). CWCapital Asset Management LLC is the special servicer of the Loan for the Trust.
On February 9, 2026 (the “Waiver Date”), the Borrower failed to (i) make the Required Debt Yield Principal Payment (as defined in the Loan Agreement) on or before the Waiver Date, (ii) pay the Extension DI (as defined in the Loan Agreement) on or before the Waiver Date, and (iii) provide the Replacement Cap Agreement and Assignment of Interest Rate Cap Agreement on or before the Waiver Date, in each case as required under the Sixth Loan Extension. The failure to make such payments constituted an Event of Default, as such term is defined in the Loan Agreement. Pursuant to the Notice Letter, the Trust notified the Borrower that it was accelerating the Loan in full. Pursuant to the Notice Letter, the Trustee demanded immediate payment of the outstanding principal balance of $325,000,000, together with all accrued and unpaid interest, default rate interest, late fees, other obligations and amounts owed under the Loan Agreement, as well as collection costs, including reasonable attorneys’ fees. The Trustee also demanded that the Borrower deliver to the Lender (as defined in the Loan Agreement), a Replacement Interest Rate Cap Agreement and Assignment of Interest Rate Cap Agreement in accordance with Section 2.2.7 of the Loan Agreement promptly, but in no event, later than five business days from the date of the Notice Letter.
The Loan is secured by eight hotels: Embassy Suites Portland, Embassy Suites Crystal City, Embassy Suites Orlando, Embassy Suites Santa Clara, La Concha Key West, Hilton Costa Mesa, Sheraton Minneapolis, and Historic Inns of Annapolis. The Notice Letter does not trigger any cross-default clauses in other loans taken out by subsidiaries of the Company (and the Company itself does not have any loans or indebtedness at the parent company level).
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 18, 2026 | By: | /s/ Jim Plohg | ||||||
| Jim Plohg | ||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||
FAQ
What securities does AHT register in Prospectus Supplement No. 17?
The supplement registers 11,200,000 shares of Series L and 4,800,000 shares of Series M redeemable preferred stock, with a liquidation preference of $25.00 per share.
What triggered the loan acceleration disclosed by AHT (AHT)?
The trustee accelerated the loan after borrower subsidiaries failed to make the Required Debt Yield Principal Payment, pay the Extension DI, and deliver replacement cap agreements under the Sixth Loan Extension on February 9, 2026 .
How large is the outstanding mortgage balance that was accelerated?
The trustee demanded immediate payment of the outstanding principal balance of $325,000,000, plus accrued interest, default interest, fees, and collection costs as stated in the notice letter.
Which properties secure the accelerated loan reported by AHT?
The Loan is secured by eight hotels: Embassy Suites Portland; Embassy Suites Crystal City; Embassy Suites Orlando; Embassy Suites Santa Clara; La Concha Key West; Hilton Costa Mesa; Sheraton Minneapolis; Historic Inns of Annapolis.
Did the Notice Letter trigger cross-defaults across AHT’s other loans?
The Notice Letter states it does not trigger any cross-default clauses in other loans taken out by subsidiaries, and the parent company reports no indebtedness at the parent level in the disclosed excerpt.
Ashford Hospitality Tr Inc