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Ashford Hospitality (NYSE: AHT) sells Jacksonville hotel, pays $9.5M loan

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

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. completed the sale of the 119-room Hilton Garden Inn Jacksonville – Deerwood Park on June 11, 2026 for approximately $11.3 million in cash, subject to customary adjustments. The company received about $11.0 million in cash net of selling expenses and paid approximately $9.5 million to the mortgage lender, with the loan secured by eight hotels including this property.

Unaudited pro forma financials remove the hotel’s assets, liabilities and results of operations and include a preliminary non‑recurring gain on the disposition. On a pro forma basis, net loss attributable to common stockholders for 2025 narrows from 215.0 million dollars to 209.8 million dollars, and basic loss per share improves from 35.99 dollars to 35.12 dollars. For the three months ended March 31, 2026, pro forma basic loss per share improves slightly from 11.03 dollars to 11.02 dollars.

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 $11.3 million Cash consideration for Hilton Garden Inn Jacksonville – Deerwood Park
Net cash proceeds approximately $11.0 million Cash received net of selling expenses and working capital
Mortgage repayment approximately $9.5 million Paid to mortgage lender; loan secured by eight hotels
2025 net loss (reported) $215.0 million Net loss attributable to common stockholders, year ended December 31, 2025
2025 net loss (pro forma) $209.8 million Net loss attributable to common stockholders after removing HGI Jacksonville
2025 basic EPS (reported) $35.99 loss per share Net loss per basic share attributable to common stockholders
2025 basic EPS (pro forma) $35.12 loss per share Pro forma basic loss per share after disposition
Q1 2026 basic EPS (pro forma) $11.02 loss per share Three months ended March 31, 2026 after removing HGI Jacksonville
unaudited pro forma financial information financial
"The following unaudited pro forma financial information of the Company"
completion of acquisition or disposition of assets regulatory
"ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS"
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
"Redeemable noncontrolling interests in operating partnership"
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.
realized and unrealized gain (loss) on derivatives financial
"Realized and unrealized gain (loss) on derivatives | (5,346)"
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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 11, 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 11, 2026, Ashford Jacksonville I LP, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Hilton Garden Inn Jacksonville - Deerwood Park located in Jacksonville, Florida pursuant to an Agreement of Purchase and Sale, dated as of April 16, 2026, by and between Ashford Jacksonville I LP, as seller, and Maco Properties, L.L.C., as purchaser, for $11.3 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 16, 2026By:/s/ Justin Coe
Justin Coe
Chief Accounting Officer


EXHIBIT 99.1
On June 11, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 119-room Hilton Garden Inn Jacksonville - Deerwood Park located in Jacksonville, Florida (“HGI Jacksonville”) for total consideration of approximately $11.0 million in cash, net of selling expenses. Additionally, the Company paid approximately $9.5 million to the mortgage lender. The mortgage loan is secured by eight hotels including HGI Jacksonville.
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 HGI Jacksonville and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel property. The pro forma gain and the related tax effects resulting from the disposition of HGI Jacksonville 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)
HGI Jacksonville (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)$2,617,922 $12,787 $— $2,605,135 
Accumulated depreciation ($(6,594) attributable to VIEs)(810,924)(5,846)— (805,078)
Investments in hotel properties, net ($76,193 attributable to VIEs)1,806,998 6,941 — 1,800,057 
Contract asset335,979 — — 335,979 
Cash and cash equivalents ($1,011 attributable to VIEs)78,042 380 11,010 (C) (i)78,773 
(438)(C) (i)
(9,461)(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 57 — 43,369 
Inventories ($34 attributable to VIEs)3,106 14 — 3,092 
Notes receivable, net12,486 — — 12,486 
Investments in unconsolidated entities7,063 — — 7,063 
Deferred costs, net ($79 attributable to VIEs)1,210 39 — 1,171 
Derivative assets1,212 — — 1,212 
Operating lease right-of-use assets41,035 — — 41,035 
Prepaid expenses and other assets ($153 attributable to VIEs)53,235 118 — 53,117 
Due from third-party hotel managers24,535 — — 24,535 
Assets held for sale55,779 — — 55,779 
Total assets$2,605,309 $7,549 $1,111 $2,598,871 
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,910 attributable to VIEs)$2,287,163 $9,374 $— $2,277,789 
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)140,837 714 — 140,123 
Accrued interest payable ($151 attributable to VIEs)31,787 90 — 31,697 
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)12,319 203 — 12,116 
Due to third-party hotel managers1,306 — — 1,306 
Operating lease liabilities44,042 — — 44,042 
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 10,381 — 3,033,662 
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 (2,832)6,980 (C) (i)2,402,044 
(438)(C) (i)
(9,374)(C) (ii)
Accumulated deficit(3,097,325)— 4,030 (C) (i)(3,093,382)
(87)(C) (ii)
Total stockholders’ equity (deficit) of the Company(695,159)(2,832)1,111 (691,216)
Noncontrolling interest in consolidated entities14,856 — — 14,856 
Total equity (deficit)(680,303)(2,832)1,111 (676,360)
Total liabilities and equity/deficit$2,605,309 $7,549 $1,111 $2,598,871 
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 HGI Jacksonville as of March 31, 2026.
(C)Represents adjustments for Ashford Trust’s disposition of HGI Jacksonville as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $11.0 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 HGI Jacksonville.
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)
HGI Jacksonville (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$825,623 $3,449 $— $822,174 
Food and beverage207,588 61 — 207,527 
Other hotel revenue69,643 62 — 69,581 
Total hotel revenue1,102,854 3,572 — 1,099,282 
Other1,534 — — 1,534 
Total revenue1,104,388 3,572 — 1,100,816 
EXPENSES
Hotel operating expenses:
Rooms198,106 902 — 197,204 
Food and beverage139,828 153 — 139,675 
Other expenses392,070 1,608 — 390,462 
Management fees38,264 210 — 38,054 
Total hotel expenses768,268 2,873 — 765,395 
Property taxes, insurance and other59,793 343 — 59,450 
Depreciation and amortization141,295 522 — 140,773 
Impairment charges67,648 — — 67,648 
Advisory services fee49,039 — — 49,039 
Corporate, general and administrative20,783 — — 20,783 
Total operating expenses1,106,826 3,738 — 1,103,088 
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
79,799 — 4,030 (C) (i)83,829 
Gain (loss) on derecognition of assets39,054 — — 39,054 
OPERATING INCOME (LOSS)116,415 (166)4,030 120,611 
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)(1,095)— (255,134)
Interest expense associated with hotels in receivership(39,038)— — (39,038)
Write-off of premiums, loan costs and exit fees(8,853)(75)(87)
(C) (ii)
(8,865)
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)(1,336)3,943 (183,023)
Income tax (expense) benefit143 — — 143 
NET INCOME (LOSS)(188,159)(1,336)3,943 (182,880)
(Income) loss attributable to noncontrolling interest in consolidated entities5,058 — — 5,058 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership3,262 — (75)(C) (iv)3,187 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(179,839)(1,336)3,868 (174,635)
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)$(1,336)$3,868 $(209,800)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(35.99)$(35.12)
Weighted average common shares outstanding—basic5,974 5,974 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(35.99)$(35.12)
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)
HGI Jacksonville (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$200,025 $1,088 $— $198,937 
Food and beverage51,570 23 — 51,547 
Other hotel revenue15,983 27 — 15,956 
Total hotel revenue267,578 1,138 — 266,440 
Other154 — — 154 
Total revenue267,732 1,138 — 266,594 
EXPENSES
Hotel operating expenses:
Rooms46,190 211 — 45,979 
Food and beverage34,383 29 — 34,354 
Other expenses91,273 391 — 90,882 
Management fees9,284 53 — 9,231 
Total hotel expenses181,130 684 — 180,446 
Property taxes, insurance and other14,894 92 — 14,802 
Depreciation and amortization32,006 129 — 31,877 
Impairment charges112,649 — — 112,649 
Advisory services fee20,023 — — 20,023 
Corporate, general and administrative1,602 — — 1,602 
Total operating expenses362,304 905 — 361,399 
Gain (loss) on disposition of assets and hotel properties100,030 — — 100,030 
Gain (loss) on derecognition of assets7,790 — — 7,790 
OPERATING INCOME (LOSS)13,248 233 — 13,015 
Equity in earnings (loss) of unconsolidated entities(202)— — (202)
Interest income922 — — 922 
Other income (expense)3,223 — — 3,223 
Interest expense and amortization of discounts and loan costs(73,554)(273)— (73,281)
Interest expense associated with hotels in receivership(7,820)— — (7,820)
Write-off of premiums, loan costs and exit fees(1,254)(17)— (1,237)
Gain (loss) on extinguishment of debt(25)— — (25)
Realized and unrealized gain (loss) on derivatives757 — — 757 
INCOME (LOSS) BEFORE INCOME TAXES(64,705)(57)— (64,648)
Income tax (expense) benefit(752)— 18 (C) (iii)(734)
NET INCOME (LOSS)(65,457)(57)18 (65,382)
(Income) loss attributable to noncontrolling interest in consolidated entities655 — — 655 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership1,030 — (1)(C) (iv)1,029 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(63,772)(57)17 (63,698)
Preferred dividends(2,714)— — (2,714)
Deemed dividends on redeemable preferred stock(4,600)— — (4,600)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$(71,086)$(57)$17 $(71,012)
INCOME (LOSS) PER SHARE - BASIC:
Income (loss) attributable to common stockholders$(11.03)$(11.02)
Weighted average common shares outstanding—basic6,442 6,442 
INCOME (LOSS) PER SHARE - DILUTED:
Income (loss) attributable to common stockholders$(11.03)$(11.02)
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 HGI Jacksonville for the year ended December 31, 2025 and the three months ended March 31, 2026.
(C)Represents adjustments for the Company’s sale of HGI Jacksonville, which includes: (i) the estimated non-recurring gain on the disposition of HGI Jacksonville 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 three months ended March 31, 2026; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of HGI Jacksonville, 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 1.43% 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 gain resulting from the disposition of HGI Jacksonville is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
6

FAQ

What asset did Ashford Hospitality Trust (AHT) sell in June 2026?

Ashford Hospitality Trust sold the 119-room Hilton Garden Inn Jacksonville – Deerwood Park on June 11, 2026. The hotel is located in Jacksonville, Florida and was owned through an indirect wholly owned subsidiary.

How much cash did Ashford Hospitality Trust (AHT) receive from the Jacksonville hotel sale?

The company agreed to sell the hotel for approximately 11.3 million dollars in cash, subject to customary prorations and adjustments. Net of selling expenses, it received about 11.0 million dollars in cash proceeds from the transaction.

How does the Jacksonville hotel sale affect AHT’s 2025 pro forma net loss?

On a pro forma basis for 2025, net loss attributable to common stockholders improves from 215.0 million dollars to 209.8 million dollars. This reflects removal of the hotel’s results and a preliminary non-recurring gain from the disposition.

How does the sale impact Ashford Hospitality Trust (AHT) earnings per share?

For 2025, pro forma basic loss per share improves from 35.99 dollars to 35.12 dollars. For the three months ended March 31, 2026, pro forma basic loss per share improves slightly from 11.03 dollars to 11.02 dollars after reflecting the sale.

What financial information did Ashford Hospitality Trust (AHT) file with this 8-K?

Ashford Hospitality Trust attached unaudited pro forma financial information as Exhibit 99.1. It covers the three months ended March 31, 2026 and the year ended December 31, 2025, showing the impact of removing the Jacksonville hotel from the consolidated results.

Filing Exhibits & Attachments

5 documents