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Hilton St. Petersburg sale reduces debt at Ashford Hospitality (AHT)

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Rhea-AI Filing Summary

Ashford Hospitality Trust completed the sale of the 333-room Hilton St. Petersburg Bayfront on March 5, 2026. An indirect subsidiary sold the hotel for $96 million in cash, while the company reports total consideration of approximately $95.3 million net of selling expenses and working-capital adjustments.

Ashford used approximately $94.7 million of the proceeds to repay a mortgage loan secured by 12 hotels, materially reducing secured debt on its balance sheet. Unaudited pro forma 2024 results show net loss attributable to common stockholders improving from $82.5 million to about $5.3 million, largely due to a non-recurring gain on the disposition. For the nine months ended September 30, 2025, pro forma net loss attributable to common stockholders changes modestly, from $136.7 million to about $137.6 million, as the gain is not reflected in that period.

Positive

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Insights

Ashford Trust sold a non-core hotel, booking a large one-time gain and paying down debt.

The sale of the Hilton St. Petersburg Bayfront for gross $96 million (about $95.3 million net) is significant because Ashford applied roughly $94.7 million to repay a mortgage loan secured by 12 hotels. This directly cuts secured indebtedness and lowers ongoing interest expense.

Pro forma 2024 results highlight how much of the impact is non-recurring. Net loss attributable to common stockholders narrows from $82.5 million to about $5.3 million, driven by an estimated gain on disposition of roughly $79.6 million. However, for the nine months ended September 30, 2025, the sale has little effect on earnings, with pro forma net loss staying around $137 million.

The company emphasizes that the gain and related tax effects are preliminary and that the pro forma figures are for informational purposes only. Subsequent filings for periods after March 5, 2026 will show the actual realized gain, debt balances, and the ongoing effect of removing Hilton St. Petersburg’s revenue and expenses from the portfolio.

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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): March 5, 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 March 5, 2026, St. Petersburg Florida Hotel Limited Partnership, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Hilton St. Petersburg Bayfront located in St. Petersburg, Florida pursuant to an Agreement of Purchase and Sale, dated as of December 12, 2025, by and between St. Petersburg Florida Hotel Limited Partnership and Ashford TRS Lessee II LLC, as seller, and Kolter Group Acquisitions LLC, as purchaser, for $96 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 nine months ended September 30, 2025 and the year ended December 31, 2024, 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.
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: March 10, 2026By:/s/ Deric S. Eubanks
Deric S. Eubanks
Chief Financial Officer


EXHIBIT 99.1
On March 5, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 333-room St. Petersburg Hilton Bayfront located in St. Petersburg, Florida (“Hilton St. Petersburg”) for total consideration of approximately $95.3 million in cash, net of selling expenses. Additionally, the Company paid approximately $94.7 million to the mortgage lender. The mortgage loan is secured by 12 hotels including the Hilton St. Petersburg.
The following unaudited pro forma financial information of the Company, as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024 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 September 30, 2025. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2024, and the nine months ended September 30, 2025, assumes the disposition closed on January 1, 2024. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of Hilton St. Petersburg 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 Hilton St. Petersburg 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
September 30, 2025
(in thousands, except share and per share amounts) 
Ashford Trust Consolidated
Historical (A)
Hilton St. Petersburg (B)
AdjustmentsAshford Trust
Consolidated
Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)$3,207,483 $26,358 $— $3,181,125 
Accumulated depreciation ($(4,522) attributable to VIEs)(1,012,304)(10,753)— (1,001,551)
Investments in hotel properties, net ($78,265 attributable to VIEs)2,195,179 15,605 — 2,179,574 
Contract asset380,160 — — 380,160 
Cash and cash equivalents ($634 attributable to VIEs)81,903 898 95,268 (C) (i)80,400 
(1,190)(C) (i)
(94,683)(C) (ii)
Restricted cash ($4,677 attributable to VIEs)164,219 — — 164,219 
Accounts receivable ($188 attributable to VIEs), net of allowance of $78942,100 824 — 41,276 
Inventories ($43 attributable to VIEs)3,747 107 — 3,640 
Notes receivable, net11,784 — — 11,784 
Investments in unconsolidated entities7,331 — — 7,331 
Deferred costs, net ($81 attributable to VIEs)1,669 30 — 1,639 
Derivative assets1,022 — — 1,022 
Operating lease right-of-use assets43,585 — — 43,585 
Prepaid expenses and other assets ($62 attributable to VIEs)27,367 1,232 — 26,135 
Due from third-party hotel managers26,920 — — 26,920 
Assets held for sale21,450 — — 21,450 
Total assets$3,008,436 $18,696 $(605)$2,989,135 
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($16,007 attributable to VIEs)$2,610,256 $44,061 $(50,681)(C) (ii)$2,515,514 
Debt associated with hotels in receivership301,040 — — 301,040 
Finance lease liability17,540 — — 17,540 
Accounts payable and accrued expenses ($16,042 attributable to VIEs)146,617 3,770 — 142,847 
Accrued interest payable ($147 attributable to VIEs)13,600 371 — 13,229 
Accrued interest associated with hotels in receivership79,120 — — 79,120 
Dividends and distributions payable
4,220 — — 4,220 
Due to Ashford Inc., net16,080 — — 16,080 
Due to related parties, net ($3,598 attributable to VIEs)7,177 110 — 7,067 
Due to third-party hotel managers1,042 — — 1,042 
Operating lease liabilities44,077 — — 44,077 
Other liabilities ($28,870 attributable to VIEs)38,055 — — 

38,055 
Liabilities related to assets held for sale29,236 — — 29,236 
Total liabilities3,308,060 48,312 (50,681)3,209,067 
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership21,209 — — 21,209 
Series J Redeemable Preferred Stock, $0.01 par value, 7,672,142 shares issued and outstanding at September 30, 2025178,743 — — 178,743 
Series K Redeemable Preferred Stock, $0.01 par value, 737,805 shares issued and outstanding at September 30, 202518,348 — — 18,348 
Series L Redeemable Preferred Stock, $0.01 par value, 195,976 shares issued and outstanding at September 30, 20254,463 — — 4,463 
Series M Redeemable Preferred Stock, $0.01 par value, 433,601 shares issued and outstanding at September 30, 202510,501 — — 10,501 
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 September 30, 202511 — — 11 
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at September 30, 202510 — — 10 
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at September 30, 202515 — — 15 
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at September 30, 202510 — — 10 
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at September 30, 202511 — — 11 
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,186,482 shares issued and outstanding at September 30, 202562 — — 62 
Additional paid-in capital2,400,801 (29,616)15,635 (C) (i)2,400,801 
(1,190)(C) (i)
(44,061)(C) (ii)
Accumulated deficit(2,949,658)— 79,633 (C) (i)(2,869,966)
59 (C) (ii)
Total stockholders’ equity (deficit) of the Company(548,738)(29,616)50,076 (469,046)
Noncontrolling interest in consolidated entities15,850 — — 15,850 
Total equity (deficit)(532,888)(29,616)50,076 (453,196)
Total liabilities and equity/deficit$3,008,436 $18,696 $(605)$2,989,135 
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 September 30, 2025, as reported in its Quarterly Report on Form 10-Q, filed on November 13, 2025.
(B)Represents the removal of the historical balance sheet of Hilton St. Petersburg as of September 30, 2025.
(C)Represents adjustments for Ashford Trust’s disposition of Hilton St. Petersburg as of September 30, 2025, which includes: (i) an adjustment for the cash consideration received of approximately $95.3 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 Hilton St. Petersburg.
3

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2024
(in thousands, except share and per share amounts)
Ashford Trust Consolidated
Historical (A)
Hilton St. Petersburg (B)
AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$889,753 $17,685 $— $872,068 
Food and beverage212,581 4,569 — 208,012 
Other hotel revenue67,800 1,428 — 66,372 
Total hotel revenue1,170,134 23,682 — 1,146,452 
Other2,325 — — 2,325 
Total revenue1,172,459 23,682 — 1,148,777 
EXPENSES
Hotel operating expenses:
Rooms209,569 3,358 — 206,211 
Food and beverage145,304 2,482 — 142,822 
Other expenses418,077 8,117 — 409,960 
Management fees42,406 702 — 41,704 
Total hotel expenses815,356 14,659 — 800,697 
Property taxes, insurance and other64,103 1,548 — 62,555 
Depreciation and amortization152,776 1,598 — 151,178 
Impairment charges59,331 — — 59,331 
Advisory services fee58,606 — — 58,606 
Corporate, general and administrative24,662 — — 24,662 
Total operating expenses1,174,834 17,805 — 1,157,029 
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
94,406 — 79,633 (C) (i)174,039 
Gain (loss) on derecognition of assets167,177 — — 167,177 
OPERATING INCOME (LOSS)259,208 5,877 79,633 332,964 
Equity in earnings (loss) of unconsolidated entities(2,370)— — (2,370)
Interest income6,942 — — 6,942 
Other income (expense)108 — — 108 
Interest expense and amortization of discounts and loan costs(273,359)(4,230)— (269,129)
Interest expense associated with hotels in receivership(45,592)— — (45,592)
Write-off of premiums, loan costs and exit fees(5,245)(6)59 
(C) (ii)
(5,180)
Gain (loss) on extinguishment of debt2,774 — — 2,774 
Realized and unrealized gain (loss) on derivatives(6,480)— — (6,480)
INCOME (LOSS) BEFORE INCOME TAXES(64,014)1,641 79,692 14,037 
Income tax (expense) benefit(997)— — (997)
NET INCOME (LOSS)(65,011)1,641 79,692 13,040 
(Income) loss attributable to noncontrolling interest in consolidated entities4,028 — — 4,028 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership683 — (796)
(C) (iii)
(113)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(60,300)1,641 78,896 16,955 
Preferred dividends(22,686)— — (22,686)
Deemed dividends on redeemable preferred stock(2,906)— — (2,906)
Gain (loss) on extinguishment of preferred stock3,370 — — 3,370 
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$(82,522)$1,641 $78,896 $(5,267)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(17.54)$(1.12)
Weighted average common shares outstanding—basic4,706 4,706 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(17.54)$(1.12)
Weighted average common shares outstanding—diluted4,706 4,706 
See accompanying notes.
4

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended September 30, 2025
(in thousands, except share and per share amounts)
Ashford Trust Consolidated
Historical (A)
Hilton St. Petersburg (B)
AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$635,420 $12,612 $— $622,808 
Food and beverage155,787 3,632 — 152,155 
Other hotel revenue53,064 1,102 — 51,962 
Total hotel revenue844,271 17,346 — 826,925 
Other1,150 — — 1,150 
Total revenue845,421 17,346 — 828,075 
EXPENSES
Hotel operating expenses:
Rooms149,786 2,604 — 147,182 
Food and beverage104,454 1,789 — 102,665 
Other expenses296,979 5,482 — 291,497 
Management fees29,357 513 — 28,844 
Total hotel expenses580,576 10,388 — 570,188 
Property taxes, insurance and other48,495 1,074 — 47,421 
Depreciation and amortization107,204 1,081 — 106,123 
Impairment charges19,821 — — 19,821 
Advisory services fee34,112 — — 34,112 
Corporate, general and administrative17,120 — — 17,120 
Total operating expenses807,328 12,543 — 794,785 
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
55,305 — — 55,305 
Gain (loss) on derecognition of assets29,649 — — 29,649 
OPERATING INCOME (LOSS)123,047 4,803 — 118,244 
Equity in earnings (loss) of unconsolidated entities(258)— — (258)
Interest income3,666 — — 3,666 
Interest expense and amortization of discounts and loan costs(200,368)(3,626)— (196,742)
Interest expense associated with hotels in receivership(29,632)— — (29,632)
Write-off of premiums, loan costs and exit fees(8,361)(276)— (8,085)
Gain (loss) on extinguishment of debt43 — — 43 
Realized and unrealized gain (loss) on derivatives(4,804)— — (4,804)
INCOME (LOSS) BEFORE INCOME TAXES(116,667)901 — (117,568)
Income tax (expense) benefit(695)— — (695)
NET INCOME (LOSS)(117,362)901 — (118,263)
(Income) loss attributable to noncontrolling interest in consolidated entities4,719 — — 4,719 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership2,127 — 13 
(C) (iii)
2,140 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(110,516)901 13 (111,404)
Preferred dividends(20,921)— — (20,921)
Deemed dividends on redeemable preferred stock(5,264)— — (5,264)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$(136,701)$901 $13 $(137,589)
INCOME (LOSS) PER SHARE - BASIC:
Income (loss) attributable to common stockholders$(23.38)$(23.53)
Weighted average common shares outstanding—basic5,847 5,847 
INCOME (LOSS) PER SHARE - DILUTED:
Income (loss) attributable to common stockholders$(23.38)$(23.53)
Weighted average common shares outstanding—diluted5,847 5,847 
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, 2024, as reported in its Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 21, 2025 and the historical consolidated statement of operations of Ashford Trust for the nine months ended September 30, 2025, as reported in its Quarterly Report on Form 10-Q, filed on November 13, 2025.
(B)Represents the removal of the historical consolidated statements of operations of Hilton St. Petersburg for the year ended December 31, 2024, and the nine months ended September 30, 2025.
(C)Represents adjustments for the Company’s sale of Hilton St. Petersburg, which includes: (i) the estimated non-recurring gain on the disposition of Hilton St. Petersburg for the year ended December 31, 2024; (ii) an adjustment for write off of loan costs; and (iii) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Hilton St. Petersburg, including the estimated non-recurring gain for the year ended December 31, 2024, based on an ownership percentage of 1.02% for the year ended December 31, 2024 and 1.49% for the nine months ended September 30, 2025. There is no estimated tax effect of the hotel no longer being part of the consolidated group for the year ended December 31, 2024 and the nine months ended September 30, 2025. The pro forma gain resulting from the disposition of Hilton St. Petersburg 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 March 2026?

Ashford Hospitality Trust sold the 333-room Hilton St. Petersburg Bayfront hotel in St. Petersburg, Florida. The property was owned through an indirect wholly owned subsidiary, St. Petersburg Florida Hotel Limited Partnership, and operated as Hilton St. Petersburg Bayfront before the transaction closed on March 5, 2026.

How much did Ashford Hospitality Trust receive from the Hilton St. Petersburg sale?

The hotel was sold for a gross price of $96 million in cash. Ashford reports total consideration of approximately $95.3 million net of selling expenses and hotel working-capital adjustments, reflecting the actual cash benefit the company received from the transaction before debt repayment.

How did Ashford Hospitality Trust use the Hilton St. Petersburg sale proceeds?

Ashford applied approximately $94.7 million of the net cash proceeds to repay a mortgage loan. That mortgage was secured by 12 hotels, including Hilton St. Petersburg, so the repayment reduces secured indebtedness tied to a broader hotel pool, potentially lowering ongoing interest costs for the company.

How does the Hilton St. Petersburg sale affect Ashford Hospitality Trust’s 2024 pro forma earnings?

Pro forma 2024 results show net loss attributable to common stockholders improving from $82.5 million to about $5.3 million. This swing is primarily due to an estimated non-recurring gain on the disposition of Hilton St. Petersburg, which is included only for that full-year 2024 pro forma period.

What is the impact of the Hilton St. Petersburg sale on Ashford Hospitality Trust’s 2025 pro forma results?

For the nine months ended September 30, 2025, pro forma net loss attributable to common stockholders changes only slightly, from about $136.7 million to $137.6 million. The pro forma period mainly removes Hilton St. Petersburg’s operations, without repeating the large one-time gain recorded in the 2024 pro forma figures.

Are the gains from Ashford Hospitality Trust’s Hilton St. Petersburg sale final?

No, the company states that the pro forma gain on the disposition of Hilton St. Petersburg and related tax effects are preliminary. The unaudited pro forma financial information is provided for informational purposes only and may differ from the actual results that will appear in future reported financial statements.

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