Ashford files supplement to register Series L and M preferred

Ashford Hospitality Trust, Inc. filed 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 with a liquidation preference of $25.00 per share.

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. filed 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 with a liquidation preference of $25.00 per share.

The supplement attaches a Form 8-K dated June 23, 2026 that reports the sale of the Hilton Garden Inn Austin Downtown for $26.85 million in cash, subject to customary pro-rations and adjustments. The supplement updates and supplements the February 7, 2025 prospectus and includes unaudited pro forma financial information.

Insights

Corporate Finance Analyst

Registers new preferred-stock series and provides pro forma financials.

The company’s supplement registers 11,200,000 Series L and 4,800,000 Series M redeemable preferred shares with a $25.00 liquidation preference per share, as stated in the supplement. The filing incorporates unaudited pro forma financial information for the periods ending March 31, 2026 and December 31, 2025.

Cash‑flow treatment and offering proceeds usage are not detailed in the excerpt; subsequent disclosures or the main prospectus language will specify distribution methods, proceeds recipients, and any conditions for issuance.

Real Estate M&A Specialist

Closed a hotel disposition for $26.85 million; pro forma impacts disclosed.

The attached Form 8-K reports completion of the sale of the Hilton Garden Inn Austin Downtown for $26.85 million on June 18, 2026, subject to customary proration and adjustments. The seller was an indirect subsidiary, HH Austin Hotel Associates, L.P.

Unaudited pro forma statements are included as Exhibit 99.1; investors should review those schedules for the sale’s impact on leverage, liquidity, and consolidated results.

Key Figures

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

5 metrics

Series L shares registered 11,200,000 shares Prospectus Supplement No. 34 dated <date>June 23, 2026</date>

Series M shares registered 4,800,000 shares Prospectus Supplement No. 34 dated <date>June 23, 2026</date>

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

Hotel sale price $26.85 million Sale of Hilton Garden Inn Austin Downtown closed <date>June 18, 2026</date>

Exhibit included Exhibit 99.1 Unaudited pro forma financial information attached to Form 8-K

Key Terms

Redeemable Preferred Stock, Liquidation Preference, Unaudited Pro Forma Financial Information

3 terms

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 regulatory

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

FAQ

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

What preferred shares did Ashford Hospitality (AHT) register in the June 23, 2026 supplement?

The company registered 11,200,000 Series L shares and 4,800,000 Series M shares of redeemable preferred stock, each with a $25.00 liquidation preference, as stated in the prospectus supplement.

Does the supplement state how Ashford will use proceeds from the preferred stock offering?

The excerpt does not specify proceeds use. The supplement incorporates the existing prospectus, which typically details use of proceeds; review the full prospectus text for recipient and application of offering proceeds.

What asset sale did Ashford report on its Form 8-K attached to the supplement?

Ashford reported the sale of the Hilton Garden Inn Austin Downtown for $26.85 million in cash on June 18, 2026, subject to customary proration and adjustments, by an indirect wholly owned subsidiary.

Where can investors find the pro forma financial effects of the hotel sale?

The filing includes unaudited pro forma financial information as Exhibit 99.1, covering the three months ended March 31, 2026 and the year ended December 31, 2025. Review Exhibit 99.1 for adjustments and pro forma metrics.

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

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Accepted by SEC EDGAR 06/23/2026 - 04:42 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-283802

PROSPECTUS SUPPLEMENT NO. 34, DATED JUNE 23, 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. 34 (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 June 23, 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): June 18, 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 June 18, 2026, HH Austin Hotel Associates, L.P., an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Hilton Garden Inn Austin Downtown located in Austin, Texas pursuant to an Agreement of Purchase and Sale, dated as of April 30, 2026, by and between HH Austin Hotel Associates, L.P, as seller, and JMIR Acquisitions, LLC, as purchaser, for $26.85 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: June 23, 2026			By:			/s/ Justin Coe
						Justin Coe
						Chief Accounting Officer