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Ashford Trust (NYSE: AHT) exits Silversmith Chicago, repays $15M debt

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8-K

Rhea-AI Filing Summary

Ashford Hospitality Trust completed the sale of the Silversmith Hotel Chicago Downtown through its subsidiary for $16 million in cash, subject to customary adjustments. Exhibit 99.1 shows total consideration of about $15.9 million in cash net of selling expenses, with approximately $15.0 million paid to the mortgage lender on a loan secured by 18 hotels including this property.

The unaudited pro forma financial information removes Silversmith Chicago’s assets, liabilities and results, including a non‑recurring loss on the disposition. For the year ended December 31, 2025, pro forma net loss attributable to common stockholders narrows from $215.0 million to $212.9 million, and for the three months ended March 31, 2026 from $71.1 million to $67.0 million. The company notes these pro forma figures are preliminary and for informational purposes only.

Positive

  • None.

Negative

  • None.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Gross sale price $16 million cash Silversmith Hotel Chicago Downtown purchase agreement on June 1, 2026
Net cash consideration approx. $15.9 million Cash received net of selling expenses and working capital
Mortgage repayment approx. $15.0 million Paid to mortgage lender on loan secured by 18 hotels
Total assets historical $2,605,309 thousand Consolidated balance sheet as of March 31, 2026
Total assets pro forma $2,587,741 thousand Pro forma balance sheet as of March 31, 2026 after disposition
2025 net loss to common – historical $215,004 thousand Year ended December 31, 2025
2025 net loss to common – pro forma $212,939 thousand Year ended December 31, 2025 after disposition adjustments
Q1 2026 net loss to common – pro forma $67,037 thousand Three months ended March 31, 2026 after disposition adjustments
unaudited pro forma financial information financial
"The following unaudited pro forma financial information of the Company"
non-recurring loss financial
"which contains a non-recurring loss associated with the disposition"
variable interest entities financial
"Investments in hotel properties, gross ($82,787 attributable to VIEs)"
A variable interest entity (VIE) is a business that a company controls through contracts or special arrangements instead of owning a majority of its shares, like steering a puppet without holding its ticket. Investors care because these arrangements can hide who really bears the financial risks and rewards, affect how assets and liabilities appear on financial statements, and create extra legal or enforcement uncertainty that can change the value and risk of an investment.
redeemable preferred stock financial
"Series J Redeemable Preferred Stock, $0.01 par value"
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.
noncontrolling interest financial
"Noncontrolling interest in consolidated entities"
The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.
impairment charges financial
"Impairment charges | 67,648"
Impairment charges are one-time accounting write-downs taken when a company decides an asset — like a factory, brand, patent, or investment — is worth less than it was recorded for. Like marking down the price of a damaged item on a store shelf, they reduce reported profits and the asset’s book value; investors watch them because they can signal lasting business problems or change future earnings and balance-sheet strength.
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Understanding 8-K Material Events →
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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 1, 2026

ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)

Maryland001-3177586-1062192
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway, Suite 1200
Dallas
Texas75254
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockAHTNew York Stock Exchange
Preferred Stock, Series DAHT-PDNew York Stock Exchange
Preferred Stock, Series FAHT-PFNew York Stock Exchange
Preferred Stock, Series GAHT-PGNew York Stock Exchange
Preferred Stock, Series HAHT-PHNew York Stock Exchange
Preferred Stock, Series IAHT-PINew York Stock Exchange
Preferred Stock Repurchase RightsNew York Stock Exchange


ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On June 1, 2026, HH Chicago LLC, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Silversmith Hotel Chicago Downtown located in Chicago, Illinois pursuant to an Agreement of Purchase and Sale, dated as of April 8, 2026, by and between HH Chicago LLC, as seller, and SHH Chicago LLC, as purchaser, for $16 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 4, 2026By:/s/ Justin Coe
Justin Coe
Chief Accounting Officer


EXHIBIT 99.1
On June 1, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 144-room Silversmith Hotel Chicago Downtown located in Chicago, Illinois (“Silversmith Chicago”) for total consideration of approximately $15.9 million in cash, net of selling expenses. Additionally, the Company paid approximately $15.0 million to the mortgage lender. The mortgage loan is secured by 18 hotels including Silversmith Chicago.
The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 2026, and for the year ended December 31, 2025, has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the disposition occurred on the date indicated or what may result in the future. The unaudited pro forma consolidated balance sheet assumes the disposition closed on March 31, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the three months ended March 31, 2026, assumes the disposition closed on January 1, 2025. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of Silversmith Chicago and its results of operations, which contains a non-recurring loss associated with the disposition of the hotel property. The pro forma loss and the related tax effects resulting from the disposition of Silversmith Chicago are preliminary. Therefore, the actual results may differ from the amounts reflected in the pro forma financial statements. There are no other non-recurring items associated with the transaction.


ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2026
(in thousands, except share and per share amounts) 
Ashford Trust Consolidated
Historical (A)		Silversmith Chicago (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)$2,617,922 $16,199 $— $2,601,723 
Accumulated depreciation ($(6,594) attributable to VIEs)(810,924)(204)— (810,720)
Investments in hotel properties, net ($76,193 attributable to VIEs)1,806,998 15,995 — 1,791,003 
Contract asset335,979 — — 335,979 
Cash and cash equivalents ($1,011 attributable to VIEs)78,042 301 15,905 (C) (i)76,842 
(1,758)(C) (i)
(15,046)(C) (ii)
Restricted cash ($4,203 attributable to VIEs)141,203 — — 141,203 
Accounts receivable ($170 attributable to VIEs), net of allowance of $43543,426 34 — 43,392 
Inventories ($34 attributable to VIEs)3,106 53 — 3,053 
Notes receivable, net12,486 — — 12,486 
Investments in unconsolidated entities7,063 — — 7,063 
Deferred costs, net ($79 attributable to VIEs)1,210 — — 1,210 
Derivative assets1,212 — — 1,212 
Operating lease right-of-use assets41,035 5 — 41,030 
Prepaid expenses and other assets ($153 attributable to VIEs)53,235 281 — 52,954 
Due from third-party hotel managers24,535 — — 24,535 
Assets held for sale55,779 — — 55,779 
Total assets$2,605,309 $16,669 $(899)$2,587,741 
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,910 attributable to VIEs)$2,287,163 $15,046 $— $2,272,117 
Debt associated with hotels in receivership252,000 — — 252,000 
Finance lease liability17,417 — — 17,417 
Accounts payable and accrued expenses ($15,427 attributable to VIEs)140,837 1,697 — 139,140 
Accrued interest payable ($151 attributable to VIEs)31,787 125 — 31,662 
Accrued interest associated with hotels in receivership83,979 — — 83,979 
Dividends and distributions payable4,247 — — 4,247 
Due to Ashford Inc., net65,638 — — 65,638 
Due to related parties, net ($3,517 attributable to VIEs)12,319 605 — 11,714 
Due to third-party hotel managers1,306 — — 1,306 
Operating lease liabilities44,042 5 — 44,037 
Other liabilities ($28,919 attributable to VIEs)36,695 — — 

36,695 
Liabilities related to assets held for sale66,613 — — 66,613 
Total liabilities3,044,043 17,478 — 3,026,565 
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership19,945 — — 19,945 
Series J Redeemable Preferred Stock, $0.01 par value, 7,684,197 shares issued and outstanding at March 31, 2026183,655 — — 183,655 
Series K Redeemable Preferred Stock, $0.01 par value, 731,102 shares issued and outstanding at March 31, 202618,591 — — 18,591 
Series L Redeemable Preferred Stock, $0.01 par value, 238,191 shares issued and outstanding at March 31, 20265,547 — — 5,547 
Series M Redeemable Preferred Stock, $0.01 par value, 550,888 shares issued and outstanding at March 31, 202613,831 — — 13,831 
Equity (deficit):
Preferred stock, $0.01 par value, 55,000,000 shares authorized:
Series D Cumulative Preferred Stock, 1,111,127 shares issued and outstanding at March 31, 202611 — — 11 
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at March 31, 202610 — — 10 
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at March 31, 202615 — — 15 
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at March 31, 202610 — — 10 
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at March 31, 202611 — — 11 
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,476,491 shares issued and outstanding at March 31, 202665 — — 65 
Additional paid-in capital2,402,044 (809)15,995 (C) (i)2,402,044 
(1,758)(C) (i)
(15,046)(C) (ii)
Accumulated deficit(3,097,325)— (90)(C) (i)(3,097,415)
Total stockholders’ equity (deficit) of the Company(695,159)(809)(899)(695,249)
Noncontrolling interest in consolidated entities14,856 — — 14,856 
Total equity (deficit)(680,303)(809)(899)(680,393)
Total liabilities and equity/deficit$2,605,309 $16,669 $(899)$2,587,741 
See accompanying notes.
2

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(A)Represents the historical consolidated balance sheet of Ashford Trust as of March 31, 2026, as reported in its Quarterly Report on Form 10-Q, filed on May 14, 2026.
(B)Represents the removal of the historical balance sheet of Silversmith Chicago as of March 31, 2026.
(C)Represents adjustments for Ashford Trust’s disposition of Silversmith Chicago as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $15.9 million, net of selling expenses and cash paid for hotel net working capital and (ii) the cash paid to repay the mortgage loan partially secured by Silversmith Chicago.
3

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2025
(in thousands, except per share amounts)
Ashford Trust Consolidated
Historical (A)		Silversmith Chicago (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$825,623 $6,536 $— $819,087 
Food and beverage207,588 537 — 207,051 
Other hotel revenue69,643 754 — 68,889 
Total hotel revenue1,102,854 7,827 — 1,095,027 
Other1,534 — — 1,534 
Total revenue1,104,388 7,827 — 1,096,561 
EXPENSES
Hotel operating expenses:
Rooms198,106 1,898 — 196,208 
Food and beverage139,828 726 — 139,102 
Other expenses392,070 2,928 — 389,142 
Management fees38,264 262 — 38,002 
Total hotel expenses768,268 5,814 — 762,454 
Property taxes, insurance and other59,793 885 — 58,908 
Depreciation and amortization141,295 947 — 140,348 
Impairment charges67,648 — — 67,648 
Advisory services fee49,039 — — 49,039 
Corporate, general and administrative20,783 — — 20,783 
Total operating expenses1,106,826 7,646 — 1,099,180 
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
79,799 — (90)(C) (i)79,709 
Gain (loss) on derecognition of assets39,054 — — 39,054 
OPERATING INCOME (LOSS)116,415 181 (90)116,144 
Equity in earnings (loss) of unconsolidated entities(325)— — (325)
Interest income4,739 — — 4,739 
Interest expense and amortization of discounts and loan costs(256,229)(2,304)— (253,925)
Interest expense associated with hotels in receivership(39,038)— — (39,038)
Write-off of premiums, loan costs and exit fees(8,853)(62)— (8,791)
Gain (loss) on extinguishment of debt335 — — 335 
Realized and unrealized gain (loss) on derivatives(5,346)— — (5,346)
INCOME (LOSS) BEFORE INCOME TAXES(188,302)(2,185)(90)(186,207)
Income tax (expense) benefit143 — — 143 
NET INCOME (LOSS)(188,159)(2,185)(90)(186,064)
(Income) loss attributable to noncontrolling interest in consolidated entities5,058 — — 5,058 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership3,262 — (30)(C) (iii)3,232 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(179,839)(2,185)(120)(177,774)
Preferred dividends(28,216)— — (28,216)
Deemed dividends on redeemable preferred stock(6,949)— — (6,949)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$(215,004)$(2,185)$(120)$(212,939)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(35.99)$(35.64)
Weighted average common shares outstanding—basic5,974 5,974 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(35.99)$(35.64)
Weighted average common shares outstanding—diluted5,974 5,974 
See accompanying notes.
4

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended March 31, 2026
(in thousands, except per share amounts)
Ashford Trust Consolidated
Historical (A)		Silversmith Chicago (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$200,025 $710 $— $199,315 
Food and beverage51,570 104 — 51,466 
Other hotel revenue15,983 146 — 15,837 
Total hotel revenue267,578 960 — 266,618 
Other154 — — 154 
Total revenue267,732 960 — 266,772 
EXPENSES
Hotel operating expenses:
Rooms46,190 353 — 45,837 
Food and beverage34,383 154 — 34,229 
Other expenses91,273 599 — 90,674 
Management fees9,284 53 — 9,231 
Total hotel expenses181,130 1,159 — 179,971 
Property taxes, insurance and other14,894 326 — 14,568 
Depreciation and amortization32,006 250 — 31,756 
Impairment charges112,649 2,875 — 109,774 
Advisory services fee20,023 — — 20,023 
Corporate, general and administrative1,602 — — 1,602 
Total operating expenses362,304 4,610 — 357,694 
Gain (loss) on disposition of assets and hotel properties100,030 — — 100,030 
Gain (loss) on derecognition of assets7,790 — — 7,790 
OPERATING INCOME (LOSS)13,248 (3,650)— 16,898 
Equity in earnings (loss) of unconsolidated entities(202)— — (202)
Interest income922 — — 922 
Other income (expense)3,223 — — 3,223 
Interest expense and amortization of discounts and loan costs(73,554)(462)— (73,092)
Interest expense associated with hotels in receivership(7,820)— — (7,820)
Write-off of premiums, loan costs and exit fees(1,254)(14)— (1,240)
Gain (loss) on extinguishment of debt(25)— — (25)
Realized and unrealized gain (loss) on derivatives757 — — 757 
INCOME (LOSS) BEFORE INCOME TAXES(64,705)(4,126)— (60,579)
Income tax (expense) benefit(752)— (18)(C) (ii)(770)
NET INCOME (LOSS)(65,457)(4,126)(18)(61,349)
(Income) loss attributable to noncontrolling interest in consolidated entities655 — — 655 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership1,030 — (59)(C) (iii)971 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(63,772)(4,126)(77)(59,723)
Preferred dividends(2,714)— — (2,714)
Deemed dividends on redeemable preferred stock(4,600)— — (4,600)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$(71,086)$(4,126)$(77)$(67,037)
INCOME (LOSS) PER SHARE - BASIC:
Income (loss) attributable to common stockholders$(11.03)$(10.41)
Weighted average common shares outstanding—basic6,442 6,442 
INCOME (LOSS) PER SHARE - DILUTED:
Income (loss) attributable to common stockholders$(11.03)$(10.41)
Weighted average common shares outstanding—diluted6,442 6,442 
See accompanying notes.
5

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(A)Represents the historical consolidated statement of operations of Ashford Trust for the year ended December 31, 2025, as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 23, 2026 and the historical consolidated statement of operations of Ashford Trust for the three months ended March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 14, 2026.
(B)Represents the removal of the historical consolidated statements of operations of Silversmith Chicago for the year ended December 31, 2025 and the three months ended March 31, 2026.
(C)Represents adjustments for the Company’s sale of Silversmith Chicago, which includes: (i) the estimated non-recurring loss on the disposition of Silversmith Chicago for the year ended December 31, 2025; (ii) an adjustment for the estimated tax effect of the hotel no longer being part of the consolidated group for the three months ended March 31, 2026; and (iii) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Silversmith Chicago, including the estimated non-recurring loss for the year ended December 31, 2025, based on an ownership percentage of 1.43% for the year ended December 31, 2025 and 1.43% for the three months ended March 31, 2026. There was no material estimated tax effect of the hotel no longer being part of the consolidated group for the year ended December 31, 2025. The pro forma loss resulting from the disposition of Silversmith Chicago is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
6

Source: View Original Filing on SEC EDGAR

FAQ

What asset did Ashford Hospitality Trust (AHT) sell in this 8-K?

Ashford Hospitality Trust sold the 144-room Silversmith Hotel Chicago Downtown. The property is located in Chicago, Illinois, and was owned through an indirect wholly owned subsidiary, HH Chicago LLC.

How much cash did Ashford Hospitality Trust (AHT) receive for Silversmith Chicago?

The purchase agreement states a price of $16 million in cash. Pro forma notes show total consideration of approximately $15.9 million in cash net of selling expenses and hotel working capital adjustments.

What debt repayment is associated with Ashford Hospitality Trust’s sale of Silversmith Chicago?

Ashford Hospitality Trust paid about $15.0 million to the mortgage lender. The mortgage loan is secured by 18 hotels, including Silversmith Chicago, and this repayment is reflected in the pro forma adjustments.

How does the Silversmith Chicago sale affect AHT’s pro forma 2025 net income?

Pro forma net loss attributable to common stockholders improves modestly. It changes from a historical loss of $215.0 million to a pro forma loss of $212.9 million for the year ended December 31, 2025.

How does the transaction impact AHT’s pro forma results for Q1 2026?

For the three months ended March 31, 2026, pro forma net loss attributable to common stockholders narrows. It moves from $71.1 million historically to $67.0 million on a pro forma basis after removing Silversmith Chicago.

What is the purpose of the unaudited pro forma financial information Ashford Hospitality Trust provided?

The unaudited pro forma financial information illustrates Ashford Hospitality Trust’s balance sheet and results as if the Silversmith Chicago disposition had occurred earlier. The company states it is for informational purposes only and may differ from actual future results.

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