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Ashford Hospitality (AHT) unloads Dulles hotel, trims debt and 2025 loss

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. (AHT) completed the sale of the 150-room Embassy Suites Dulles Airport hotel in Herndon, Virginia on August 24, 2026 through its indirect subsidiary Ashford Dulles LP. The hotel was sold for cash consideration, including approximately $22.3 million net of selling expenses, and the company paid approximately $20.6 million to the mortgage lender on a loan secured by 13 hotels including this property.

Pro forma financial information reflects removal of the hotel’s assets, liabilities, and results of operations. For 2025, pro forma net income (loss) attributable to the company improves by an estimated non-recurring gain of $17.4 million, reducing the net loss attributable to common stockholders from $(215.0) million to $(198.0) million, with basic loss per share improving from $(35.99) to $(33.14). For the six months ended June 30, 2026, pro forma net income attributable to common stockholders is $49.5 million versus $49.6 million historically, with basic EPS moving from $7.70 to $7.68, indicating a minimal ongoing earnings impact.

Positive

  • Net loss reduction and gain on sale: The sale generates an estimated non-recurring gain of $17.4 million for 2025, improving net income (loss) attributable to the company from $(188.2) million to $(170.9) million and reducing the net loss attributable to common stockholders by about $17.0 million.
  • Debt paydown: The company paid approximately $20.6 million to the mortgage lender in connection with the sale, reducing indebtedness on a loan secured by 13 hotels including Embassy Suites Dulles Airport.

Negative

  • None.

Insights

Analyzing...

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, or exhibit attachments filed with this report.
Cash consideration net of selling expenses $22.3 million Sale of Embassy Suites Dulles Airport completed August 24, 2026
Debt repaid to mortgage lender $20.6 million Payment on mortgage loan secured by 13 hotels including Embassy Suites Dulles Airport
2025 pro forma gain on disposition $17.4 million Estimated non-recurring gain included in 2025 pro forma results
2025 net income (loss) attributable to the company – historical $(188.2) million Year ended December 31, 2025, before pro forma adjustments
2025 net income (loss) attributable to the company – pro forma $(170.9) million Year ended December 31, 2025, after disposition of Embassy Suites Dulles Airport
2025 net loss attributable to common stockholders – historical $(215.0) million Year ended December 31, 2025, basic EPS $(35.99)
2025 net loss attributable to common stockholders – pro forma $(198.0) million Year ended December 31, 2025, basic EPS $(33.14)
Six months 2026 net income attributable to common stockholders – pro forma $49.5 million Six months ended June 30, 2026, basic EPS $7.68
unaudited pro forma financial information financial
"The following unaudited pro forma financial information of the Company"
non-recurring gain financial
"which reflects a non-recurring gain associated with the disposition"
variable interest entities (VIEs) financial
"Investments in hotel properties, gross ($82,787 attributable to VIEs)"
A variable interest entity (VIE) is a business structure where one party controls another company’s operations and economic benefits through contracts rather than majority ownership, often used when direct ownership is restricted. Think of it like having power of attorney over a business: you run it and get the profits, but you don’t hold the legal title. For investors this matters because VIEs can concentrate legal and regulatory risk and may limit shareholders’ direct rights to assets, which can affect valuation and stability.
redeemable noncontrolling interests in operating partnership financial
"Net (income) loss attributable to redeemable noncontrolling interests in operating partnership"
gain (loss) on extinguishment of debt financial
"Gain (loss) on extinguishment of debt"

FAQ

What asset did ASHFORD HOSPITALITY TRUST INC (AHT) sell in this 8-K?
Ashford Hospitality Trust, Inc. sold the 150-room Embassy Suites Dulles Airport hotel located in Herndon, Virginia. The sale was completed on August 24, 2026 through its indirect wholly owned subsidiary, Ashford Dulles LP.

How much cash consideration did AHT receive for Embassy Suites Dulles Airport?
Ashford Trust received cash consideration including approximately $22.3 million net of selling expenses for the Embassy Suites Dulles Airport sale. This figure is used in the company’s unaudited pro forma financial information.

How much debt did AHT repay in connection with the Embassy Suites sale?
In connection with the sale, Ashford Hospitality Trust, Inc. paid approximately $20.6 million to the mortgage lender. The mortgage loan is secured by 13 hotels, including the Embassy Suites Dulles Airport property.

How does the sale affect AHT’s 2025 pro forma net results?
For 2025, the sale, including an estimated non-recurring gain, improves net income (loss) attributable to the company from $(188.2) million to $(170.9) million and reduces the net loss attributable to common stockholders from $(215.0) million to $(198.0) million.

What is the impact of the sale on AHT’s first-half 2026 pro forma earnings?
For the six months ended June 30, 2026, pro forma net income attributable to common stockholders is $49.5 million compared with historical $49.6 million. Basic EPS changes slightly from $7.70 to $7.68, indicating a minimal ongoing earnings impact.

How did the sale affect AHT’s pro forma hotel property balance at June 30, 2026?
On a pro forma basis at June 30, 2026, investments in hotel properties, net, decrease from $1,543.3 million historically to $1,538.4 million, reflecting the removal of Embassy Suites Dulles Airport from Ashford Hospitality Trust, Inc.’s consolidated balance sheet.

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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): August 24, 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 Purchase RightsNew York Stock Exchange


ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On August 24, 2026, Ashford Dulles LP, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Embassy Suites Dulles Airport located in Herndon, Virginia pursuant to an Agreement of Purchase and Sale, dated as of July 24, 2026, by and between Ashford Dulles LP, as seller, and Woodland Park Road LLC, as purchaser, for approximately $22.8 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 six months ended June 30, 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: August 27, 2026By:/s/ Justin Coe
Justin Coe
Chief Accounting Officer


EXHIBIT 99.1
On August 24, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 150-room Embassy Suites Dulles Airport located in Herndon, Virginia (“Embassy Suites Dulles Airport”) for total consideration of approximately $22.3 million in cash, net of selling expenses. Additionally, the Company paid approximately $20.6 million to the mortgage lender. The mortgage loan is secured by 13 hotels including Embassy Suites Dulles Airport.
The following unaudited pro forma financial information of the Company, as of and for the six months ended June 30, 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 June 30, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the six months ended June 30, 2026, assume 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 Embassy Suites Dulles Airport and its results of operations, which reflects a non-recurring gain associated with the disposition of the hotel property for the year ended December 31, 2025. The pro forma gain and the related tax effects resulting from the disposition of Embassy Suites Dulles Airport 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
June 30, 2026
(in thousands, except share and per share amounts) 
Ashford Trust Consolidated
Historical (A)		Embassy Suites Dulles Airport (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)$2,291,237 $12,722 $— $2,278,515 
Accumulated depreciation ($(7,631) attributable to VIEs)(747,916)(7,771)— (740,145)
Investments in hotel properties, net ($75,156 attributable to VIEs)1,543,321 4,951 — 1,538,370 
Contract asset368,298 — — 368,298 
Cash and cash equivalents ($1,563 attributable to VIEs)72,510 602 22,305 (C) (i)73,448 
(214)(C) (i)
(20,551)(C) (ii)
Restricted cash ($4,260 attributable to VIEs)136,985 — — 136,985 
Accounts receivable ($220 attributable to VIEs), net of allowance of $21338,883 162 — 38,721 
Inventories ($24 attributable to VIEs)2,672 32 — 2,640 
Notes receivable, net12,880 — — 12,880 
Investments in unconsolidated entities7,110 — — 7,110 
Deferred costs, net ($79 attributable to VIEs)837 — — 837 
Derivative assets1,256 — — 1,256 
Operating lease right-of-use assets37,283 — — 37,283 
Prepaid expenses and other assets ($107 attributable to VIEs)17,124 53 — 17,071 
Due from related parties, net980 — — 980 
Due from third-party hotel managers24,240 — — 24,240 
Assets held for sale70,071 — — 70,071 
Total assets$2,334,450 $5,800 $1,540 $2,330,190 
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,586 attributable to VIEs)$1,905,747 $14,576 $(5,726)(C) (ii)$1,885,445 
Debt associated with hotels in receivership273,971 — — 273,971 
Finance lease liability17,258 — — 17,258 
Accounts payable and accrued expenses ($15,773 attributable to VIEs)114,368 714 — 113,654 
Accrued interest payable ($146 attributable to VIEs)31,224 53 — 31,171 
Accrued interest associated with hotels in receivership94,327 — — 94,327 
Dividends and distributions payable4,247 — — 4,247 
Due to Ashford Inc., net52,552 — — 52,552 
Due to related parties, net ($3,654 attributable to VIEs)— 296 — (296)
Due to third-party hotel managers1,157 — — 1,157 
Operating lease liabilities37,676 — — 37,676 
Other liabilities ($28,942 attributable to VIEs)36,624 — — 

36,624 
Liabilities related to assets held for sale74,813 — — 74,813 
Total liabilities2,643,964 15,639 (5,726)2,622,599 
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership20,800 — — 20,800 
Series J Redeemable Preferred Stock, $0.01 par value, 7,684,197 shares issued and outstanding at June 30, 2026187,498 — — 187,498 
Series K Redeemable Preferred Stock, $0.01 par value, 731,102 shares issued and outstanding at June 30, 202618,972 — — 18,972 
Series L Redeemable Preferred Stock, $0.01 par value, 238,191 shares issued and outstanding at June 30, 20265,658 — — 5,658 
Series M Redeemable Preferred Stock, $0.01 par value, 550,888 shares issued and outstanding at June 30, 202614,096 — — 14,096 
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 June 30, 202611 — — 11 
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at June 30, 202610 — — 10 
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at June 30, 202615 — — 15 
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at June 30, 202610 — — 10 
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at June 30, 202611 — — 11 
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,476,491 shares issued and outstanding at June 30, 202665 — — 65 
Additional paid-in capital2,402,052 (9,839)4,951 (C) (i)2,402,052 
(214)(C) (i)
(14,576)(C) (ii)
Accumulated deficit(2,973,059)— 17,354 (C) (i)(2,955,954)
(249)(C) (ii)
Total stockholders’ equity (deficit) of the Company(570,885)(9,839)7,266 (553,780)
Noncontrolling interest in consolidated entities14,347 — — 14,347 
Total equity (deficit)(556,538)(9,839)7,266 (539,433)
Total liabilities and equity/deficit$2,334,450 $5,800 $1,540 $2,330,190 
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 June 30, 2026, as reported in its Quarterly Report on Form 10-Q, filed on August 12, 2026.
(B)Represents the removal of the historical balance sheet of Embassy Suites Dulles Airport as of June 30, 2026.
(C)Represents adjustments for Ashford Trust’s disposition of Embassy Suites Dulles Airport as of June 30, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $22.3 million, net of selling expenses and cash of approximately $214,000 paid for hotel net working capital and (ii) the cash paid to repay the mortgage loan partially secured by Embassy Suites Dulles Airport.
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)		Embassy Suites Dulles Airport (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$825,623 $6,736 $— $818,887 
Food and beverage207,588 333 — 207,255 
Other hotel revenue69,643 408 — 69,235 
Total hotel revenue1,102,854 7,477 — 1,095,377 
Other1,534 — — 1,534 
Total revenue1,104,388 7,477 — 1,096,911 
EXPENSES
Hotel operating expenses:
Rooms198,106 1,728 — 196,378 
Food and beverage139,828 278 — 139,550 
Other expenses392,070 2,593 — 389,477 
Management fees38,264 232 — 38,032 
Total hotel expenses768,268 4,831 — 763,437 
Property taxes, insurance and other59,793 474 — 59,319 
Depreciation and amortization141,295 526 — 140,769 
Impairment charges67,648 — — 67,648 
Advisory services fee49,039 — — 49,039 
Corporate, general and administrative20,783 — — 20,783 
Total operating expenses1,106,826 5,831 — 1,100,995 
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
79,799 — 17,354 (C) (i)97,153 
Gain (loss) on derecognition of assets39,054 — — 39,054 
OPERATING INCOME (LOSS)116,415 1,646 17,354 132,123 
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)(1,683)— (254,546)
Interest expense associated with hotels in receivership(39,038)— — (39,038)
Write-off of premiums, loan costs and exit fees(8,853)(129)— (8,724)
Gain (loss) on extinguishment of debt335 — (249)(C) (ii)86 
Realized and unrealized gain (loss) on derivatives(5,346)— — (5,346)
INCOME (LOSS) BEFORE INCOME TAXES(188,302)(166)17,105 (171,031)
Income tax (expense) benefit143 — — 143 
NET INCOME (LOSS)(188,159)(166)17,105 (170,888)
(Income) loss attributable to noncontrolling interest in consolidated entities5,058 — — 5,058 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership3,262 — (247)(C) (iv)3,015 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(179,839)(166)16,858 (162,815)
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)$(166)$16,858 $(197,980)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(35.99)$(33.14)
Weighted average common shares outstanding—basic5,974 5,974 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(35.99)$(33.14)
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
Six Months Ended June 30, 2026
(in thousands, except per share amounts)
Ashford Trust Consolidated
Historical (A)		Embassy Suites Dulles Airport (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$409,643 $3,807 $— $405,836 
Food and beverage98,577 192 — 98,385 
Other hotel revenue32,425 224 — 32,201 
Total hotel revenue540,645 4,223 — 536,422 
Other327 — — 327 
Total revenue540,972 4,223 — 536,749 
EXPENSES
Hotel operating expenses:
Rooms92,222 872 — 91,350 
Food and beverage65,571 197 — 65,374 
Other expenses181,168 1,499 — 179,669 
Management fees18,624 133 — 18,491 
Total hotel expenses357,585 2,701 — 354,884 
Property taxes, insurance and other28,073 264 — 27,809 
Depreciation and amortization60,634 267 — 60,367 
Impairment charges112,649 — — 112,649 
Advisory services fee34,222 — — 34,222 
Corporate, general and administrative2,927 — — 2,927 
Total operating expenses596,090 3,232 — 592,858 
Gain (loss) on disposition of assets and hotel properties250,076 — — 250,076 
Gain (loss) on derecognition of assets14,618 — — 14,618 
OPERATING INCOME (LOSS)209,576 991 — 208,585 
Equity in earnings (loss) of unconsolidated entities(155)— — (155)
Interest income1,969 — — 1,969 
Other income (expense)3,223 — — 3,223 
Interest expense and amortization of discounts and loan costs(129,224)(837)— (128,387)
Interest expense associated with hotels in receivership(15,427)— — (15,427)
Write-off of premiums, loan costs and exit fees(1,559)— — (1,559)
Gain (loss) on extinguishment of debt(1,975)— — (1,975)
Realized and unrealized gain (loss) on derivatives801 — — 801 
INCOME (LOSS) BEFORE INCOME TAXES67,229 154 — 67,075 
Income tax (expense) benefit(3,305)— 37 (C) (iii)(3,268)
NET INCOME (LOSS)63,924 154 37 63,807 
(Income) loss attributable to noncontrolling interest in consolidated entities996 — — 996 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership(699)— 2 (C) (iv)(697)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY64,221 154 39 64,106 
Preferred dividends(5,428)— — (5,428)
Deemed dividends on redeemable preferred stock(9,200)— — (9,200)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$49,593 $154 $39 $49,478 
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$7.70 $7.68 
Weighted average common shares outstanding—basic6,442 6,442 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$0.70 $0.70 
Weighted average common shares outstanding—diluted83,944 83,944 
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 six months ended June 30, 2026, as reported in its Quarterly Report on Form 10-Q for the six months ended June 30, 2026, filed on August 12, 2026.
(B)Represents the removal of the historical consolidated statements of operations of Embassy Suites Dulles Airport for the year ended December 31, 2025 and the six months ended June 30, 2026.
(C)Represents adjustments for the Company’s sale of Embassy Suites Dulles Airport, which includes: (i) the estimated non-recurring gain on the disposition of Embassy Suites Dulles Airport for the year ended December 31, 2025; (ii) an adjustment for write off of loan costs; (iii) an adjustment for the estimated tax effect of the hotel no longer being part of the consolidated group for the six months ended June 30, 2026; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Embassy Suites Dulles Airport, including the estimated non-recurring gain for the year ended December 31, 2025, based on an ownership percentage of 1.43% for the year ended December 31, 2025 and 1.41% for the six months ended June 30, 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 gain resulting from the disposition of Embassy Suites Dulles Airport is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
6

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