Ashford Hospitality Trust (NYSE: AHT) locks in 10-year advisory extension to 2041

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. disclosed that its external advisor, Ashford Inc. together with Ashford Hospitality Advisors LLC, has elected to extend the term of their Third Amended and Restated Advisory Agreement. The advisor delivered an extension notice on December 23, 2025, exercising its contractual right to add an additional ten-year term.

The extended term will run from January 14, 2031 through January 14, 2041, keeping the existing advisory relationship in place for a significantly longer period. All current terms, conditions, rights and obligations under the agreement will continue during the extended term, while Section 6.5 preserves the ability of the parties to renegotiate the Base Fee or Incentive Fee paid by the company.

Insights

REIT governance and contracts analyst

Ashford Hospitality Trust’s advisor locked in a 10-year extension, with fees still renegotiable.

Ashford Hospitality Trust, Inc. confirmed that its external advisory agreement with Ashford Inc. and Ashford Hospitality Advisors LLC has been extended for an additional ten-year term. The advisor exercised its contractual option on December 23, 2025, and the added term runs from January 14, 2031 to January 14, 2041. This secures the external management structure well into the next decade.

The filing states that all existing terms, conditions, rights and obligations under the Third Amended and Restated Advisory Agreement, dated March 12, 2024, will remain in effect during the extended term. However, Section 6.5 allows the parties to renegotiate the Base Fee and Incentive Fee, which are key components of what the company pays its advisor. Any future changes to those fee levels would depend on mutual agreement under that provision.

The notice itself, filed as an exhibit, formalizes the extension and reduces uncertainty around who will manage the portfolio after 2031. Investors assessing AHT’s structure may focus on how any later renegotiation of advisory fees under Section 6.5 could affect ongoing expenses and alignment between shareholders and the external manager, once such details are disclosed in future agreements or updates.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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): December 23, 2025

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-31775

86-1062192

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS employer identification number)

14185 Dallas Parkway, Suite 1200

Dallas

Texas

75254

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

AHT

New York Stock Exchange

Preferred Stock, Series D

AHT-PD

New York Stock Exchange

Preferred Stock, Series F

AHT-PF

New York Stock Exchange

Preferred Stock, Series G

AHT-PG

New York Stock Exchange

Preferred Stock, Series H

AHT-PH

New York Stock Exchange

Preferred Stock, Series I

AHT-PI

New York Stock Exchange

ITEM 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As previously disclosed, Ashford Hospitality Trust, Inc. (the “Company”), Ashford Hospitality Limited Partnership and Ashford TRS Corporation are parties to that certain Third Amended and Restated Advisory Agreement, dated as of March 12, 2024 (as amended, the “Advisory Agreement”), with Ashford Inc. and Ashford Hospitality Advisors LLC (together, the “Advisor”). On December 23, 2025, the Advisor delivered written notice to the Company of the Advisor’s election to extend the term of the Advisory Agreement (the “Extension Notice”). Pursuant to Section 12(b) of the Advisory Agreement, the Advisor exercised its right to extend the Agreement for an additional ten-year term, commencing on January 14, 2031 and expiring on January 14, 2041. All terms, conditions, rights and obligations under the Advisory Agreement will remain in full force and effect during the extended term, subject to Section 6.5 of the Advisory Agreement that provides the parties to the Advisory Agreement the right to renegotiate the amount of the Base Fee or Incentive Fee (as such terms are defined in the Advisory Agreement) payable by the Company.

The foregoing description of the Extension Notice does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Extension Notice, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number Description

10.1 Third Amended and Restated Advisory Agreement, dated as of March 12, 2024, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.64 to the Company’s Annual Report on Form 10-K, filed on March 14, 2024) (File No. 001-31775)

10.2* Notice of Exercise of Extension of Term under Third Amended and Restated Advisory Agreement, as amended, dated as of December 23, 2025

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed herewith.

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: December 30, 2025			By:			/s/ Jim Plohg
						Jim Plohg
						Executive Vice President, General Counsel & Secretary

FAQ

What did Ashford Hospitality Trust, Inc. (AHT) announce in this 8-K?

Ashford Hospitality Trust, Inc. disclosed that its external advisor delivered a written notice on December 23, 2025 electing to extend the term of the Third Amended and Restated Advisory Agreement for an additional ten-year period.

How long is the Ashford Hospitality Trust (AHT) advisory agreement extended for?

The advisory agreement is extended for an additional ten-year term, commencing on January 14, 2031 and expiring on January 14, 2041.

Who is the advisor under Ashford Hospitality Trust’s extended advisory agreement?

The advisor is Ashford Inc. and Ashford Hospitality Advisors LLC, which are parties to the Third Amended and Restated Advisory Agreement with Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, and Ashford TRS Corporation.

Do the terms of Ashford Hospitality Trust’s advisory agreement change with this extension?

The filing states that all terms, conditions, rights and obligations under the existing advisory agreement remain in full force and effect during the extended term, subject to Section 6.5, which gives the parties the right to renegotiate the Base Fee or Incentive Fee.

Can Ashford Hospitality Trust renegotiate advisory fees after the extension?

Yes. Under Section 6.5 of the advisory agreement, the company and the advisor have the right to renegotiate the amount of the Base Fee or Incentive Fee payable by the company during the extended term.

Where can investors find the full text of the Ashford advisory extension notice?

The notice of exercise of the extension of term is filed as Exhibit 10.2, titled “Notice of Exercise of Extension of Term under Third Amended and Restated Advisory Agreement, as amended, dated as of December 23, 2025.”

What is the base advisory agreement referenced by Ashford Hospitality Trust?

The base agreement is the Third Amended and Restated Advisory Agreement, dated as of March 12, 2024, among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC.