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Ashford Hospitality (NYSE: AHT) sells Sheraton Indianapolis, repays debt

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

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. completed the sale of the 378-room Sheraton Indianapolis City Centre Hotel. The Agreement of Purchase and Sale provided for a gross purchase price of approximately $32.1 million in cash, subject to purchaser credits of about $15.2 million, customary prorations and adjustments.

Exhibit 99.1 shows that the company received total consideration of approximately $16.5 million in cash, net of buyer credits and selling expenses, and paid roughly $14.6 million to the mortgage lender on a loan secured by nine hotels, including this property. Unaudited pro forma financial information illustrates the effect of removing Sheraton Indianapolis from Ashford’s balance sheet and results. For the year ended December 31, 2025, pro forma net loss attributable to common stockholders improves from $215.0 million historically to about $212.1 million, and for the three months ended March 31, 2026, from about $71.1 million to $60.7 million.

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 purchase price $32.1 million cash Sheraton Indianapolis City Centre Hotel sale agreement
Purchaser credits $15.2 million Credits reducing gross Sheraton Indianapolis purchase price
Net cash consideration $16.5 million Cash received net of buyer credits and selling expenses
Mortgage repayment $14.6 million Paid to mortgage lender on loan secured by nine hotels
Hotel size 378 rooms Sheraton Indianapolis City Centre Hotel
2025 net loss (historical) $215.0 million Net loss attributable to common stockholders, year ended 2025
2025 net loss (pro forma) $212.1 million Pro forma net loss attributable to common stockholders after sale
Q1 2026 net loss (pro forma) $60.7 million Pro forma net loss attributable to common stockholders after sale
unaudited pro forma financial information financial
"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"
non-recurring loss financial
"which contains a non-recurring loss associated with the disposition of the hotel property"
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.
gain (loss) on extinguishment of debt financial
"Gain (loss) on extinguishment of debt | 335"
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 financial
"Redeemable noncontrolling interests in operating partnership | 19,945"
A redeemable noncontrolling interest is a minority ownership stake in a company that the holder can force the company to buy back at a set price or under certain conditions. For investors this matters because it creates a future cash obligation and can be treated more like a liability than permanent equity, affecting a company’s reported debt, net income and valuation — think of it as a part-owner who can cash out, forcing the business to pay them.
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): May 21, 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 May 21, 2026, New Indianapolis Downtown Hotel Limited Partnership, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Sheraton Indianapolis City Centre Hotel located in Indianapolis, Indiana pursuant to an Agreement of Purchase and Sale, as of December 5, 2025, as amended, by and between New Indianapolis Downtown Hotel Limited Partnership, and Ashford TRS Lessee II LLC as seller, and Keystone Realty Group LLC, as purchaser, for a gross purchase price of approximately $32.1 million in cash, subject to purchaser credits of approximately $15.2 million, 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: May 28, 2026By:/s/ Justin Coe
Justin Coe
Chief Accounting Officer


EXHIBIT 99.1
On May 21, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 378-room Sheraton Indianapolis City Centre Hotel located in Indianapolis, Indiana (“Sheraton Indianapolis”) for total consideration of approximately $16.5 million in cash, net of buyer credits and selling expenses. Additionally, the Company paid approximately $14.6 million to the mortgage lender. The mortgage loan is secured by nine hotels including the Sheraton Indianapolis.
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 Sheraton Indianapolis 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 the Sheraton Indianapolis 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)		Sheraton Indianapolis (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)$2,617,922 $19,449 $— $2,598,473 
Accumulated depreciation ($(6,594) attributable to VIEs)(810,924)(949)— (809,975)
Investments in hotel properties, net ($76,193 attributable to VIEs)1,806,998 18,500 — 1,788,498 
Contract asset335,979 — — 335,979 
Cash and cash equivalents ($1,011 attributable to VIEs)78,042 1,095 16,467 (C) (i)75,243 
(3,565)(C) (i)
(14,606)(C) (ii)
Restricted cash ($4,203 attributable to VIEs)141,203 — — 141,203 
Accounts receivable ($170 attributable to VIEs), net of allowance of $43543,426 310 — 43,116 
Inventories ($34 attributable to VIEs)3,106 82 — 3,024 
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 — — 41,035 
Prepaid expenses and other assets ($153 attributable to VIEs)53,235 322 — 52,913 
Due from third-party hotel managers24,535 — — 24,535 
Assets held for sale55,779 — — 55,779 
Total assets$2,605,309 $20,309 $(1,704)$2,583,296 
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,910 attributable to VIEs)$2,287,163 $14,478 $— $2,272,685 
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 4,794 — 136,043 
Accrued interest payable ($151 attributable to VIEs)31,787 456 — 31,331 
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)12,319 124 — 12,195 
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 19,852 — 3,024,191 
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 capital2,402,044 457 18,500 (C) (i)2,402,044 
(3,565)(C) (i)
(14,478)(C) (ii)
Accumulated deficit(3,097,325)— (2,033)(C) (i)(3,099,486)
(128)(C) (ii)
Total stockholders’ equity (deficit) of the Company(695,159)457 (1,704)(697,320)
Noncontrolling interest in consolidated entities14,856 — — 14,856 
Total equity (deficit)(680,303)457 (1,704)(682,464)
Total liabilities and equity/deficit$2,605,309 $20,309 $(1,704)$2,583,296 
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 the Sheraton Indianapolis as of March 31, 2026.
(C)Represents adjustments for Ashford Trust’s disposition of the Sheraton Indianapolis as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $16.5 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 the Sheraton Indianapolis.
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)		Sheraton Indianapolis (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$825,623 $13,839 $— $811,784 
Food and beverage207,588 2,825 — 204,763 
Other hotel revenue69,643 822 — 68,821 
Total hotel revenue1,102,854 17,486 — 1,085,368 
Other1,534 — — 1,534 
Total revenue1,104,388 17,486 — 1,086,902 
EXPENSES
Hotel operating expenses:
Rooms198,106 3,167 — 194,939 
Food and beverage139,828 2,270 — 137,558 
Other expenses392,070 6,578 — 385,492 
Management fees38,264 524 — 37,740 
Total hotel expenses768,268 12,539 — 755,729 
Property taxes, insurance and other59,793 1,550 — 58,243 
Depreciation and amortization141,295 2,647 — 138,648 
Impairment charges67,648 — — 67,648 
Advisory services fee49,039 — — 49,039 
Corporate, general and administrative20,783 — — 20,783 
Total operating expenses1,106,826 16,736 — 1,090,090 
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
79,799 — (2,033)(C) (i)77,766 
Gain (loss) on derecognition of assets39,054 — — 39,054 
OPERATING INCOME (LOSS)116,415 750 (2,033)113,632 
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)(5,520)— (250,709)
Interest expense associated with hotels in receivership(39,038)— — (39,038)
Write-off of premiums, loan costs and exit fees(8,853)(380)(128)
(C) (ii)
(8,601)
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)(5,150)(2,161)(185,313)
Income tax (expense) benefit143 — — 143 
NET INCOME (LOSS)(188,159)(5,150)(2,161)(185,170)
(Income) loss attributable to noncontrolling interest in consolidated entities5,058 — — 5,058 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership3,262 — (43)(C) (iv)3,219 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(179,839)(5,150)(2,204)(176,893)
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)$(5,150)$(2,204)$(212,058)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(35.99)$(35.50)
Weighted average common shares outstanding—basic5,974 5,974 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(35.99)$(35.50)
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)		Sheraton Indianapolis (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$200,025 $2,603 $— $197,422 
Food and beverage51,570 583 — 50,987 
Other hotel revenue15,983 188 — 15,795 
Total hotel revenue267,578 3,374 — 264,204 
Other154 — — 154 
Total revenue267,732 3,374 — 264,358 
EXPENSES
Hotel operating expenses:
Rooms46,190 685 — 45,505 
Food and beverage34,383 528 — 33,855 
Other expenses91,273 1,402 — 89,871 
Management fees9,284 101 — 9,183 
Total hotel expenses181,130 2,716 — 178,414 
Property taxes, insurance and other14,894 358 — 14,536 
Depreciation and amortization32,006 792 — 31,214 
Impairment charges112,649 8,582 — 104,067 
Advisory services fee20,023 — — 20,023 
Corporate, general and administrative1,602 — — 1,602 
Total operating expenses362,304 12,448 — 349,856 
Gain (loss) on disposition of assets and hotel properties100,030 — — 100,030 
Gain (loss) on derecognition of assets7,790 — — 7,790 
OPERATING INCOME (LOSS)13,248 (9,074)— 22,322 
Equity in earnings (loss) of unconsolidated entities(202)— — (202)
Interest income922 — — 922 
Other income (expense)3,223 — — 3,223 
Interest expense and amortization of discounts and loan costs(73,554)(1,379)— (72,175)
Interest expense associated with hotels in receivership(7,820)— — (7,820)
Write-off of premiums, loan costs and exit fees(1,254)(83)— (1,171)
Gain (loss) on extinguishment of debt(25)— — (25)
Realized and unrealized gain (loss) on derivatives757 — — 757 
INCOME (LOSS) BEFORE INCOME TAXES(64,705)(10,536)— (54,169)
Income tax (expense) benefit(752)— 11 (C) (iii)(741)
NET INCOME (LOSS)(65,457)(10,536)11 (54,910)
(Income) loss attributable to noncontrolling interest in consolidated entities655 — — 655 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership1,030 — (151)(C) (iv)879 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(63,772)(10,536)(140)(53,376)
Preferred dividends(2,714)— — (2,714)
Deemed dividends on redeemable preferred stock(4,600)— — (4,600)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$(71,086)$(10,536)$(140)$(60,690)
INCOME (LOSS) PER SHARE - BASIC:
Income (loss) attributable to common stockholders$(11.03)$(9.42)
Weighted average common shares outstanding—basic6,442 6,442 
INCOME (LOSS) PER SHARE - DILUTED:
Income (loss) attributable to common stockholders$(11.03)$(9.42)
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 the Sheraton Indianapolis for the year ended December 31, 2025 and the three months ended March 31, 2026.
(C)Represents adjustments for the Company’s sale of the Sheraton Indianapolis, which includes: (i) the estimated non-recurring loss on the disposition of the Sheraton Indianapolis 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 the Sheraton Indianapolis, 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 the Sheraton Indianapolis 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 378-room Sheraton Indianapolis City Centre Hotel in Indianapolis, Indiana. The transaction removes this property’s assets, liabilities, revenue, and expenses from the company’s consolidated financial statements on a pro forma basis.

How much cash did Ashford Hospitality Trust (AHT) receive from the Sheraton Indianapolis sale?

Ashford Hospitality Trust received approximately $16.5 million in cash, net of buyer credits and selling expenses. This amount reflects the final consideration after adjustments to the gross $32.1 million purchase price outlined in the purchase and sale agreement.

How was the mortgage debt affected by the Sheraton Indianapolis transaction for AHT?

The company paid about $14.6 million to the mortgage lender in connection with the sale. The mortgage loan was secured by nine hotels, including the Sheraton Indianapolis, so this payment partially reduced indebtedness associated with that loan facility.

How does the Sheraton Indianapolis sale impact AHT’s pro forma 2025 results?

For 2025, pro forma net loss attributable to common stockholders improves modestly to about $212.1 million from a historical $215.0 million. This change reflects removal of the hotel’s operations and recognition of a preliminary non-recurring loss on the disposition.

What is the impact of the Sheraton Indianapolis sale on AHT’s Q1 2026 earnings?

For the three months ended March 31, 2026, pro forma net loss attributable to common stockholders is about $60.7 million versus a historical $71.1 million. The pro forma figures assume the hotel had been sold on January 1, 2025, for comparability.

What financial information did Ashford Hospitality Trust provide with this 8-K?

Ashford Hospitality Trust provided unaudited pro forma consolidated balance sheet and statements of operations. These show the effect of the Sheraton Indianapolis sale as if it closed on March 31, 2026 for the balance sheet and January 1, 2025 for the income statements.

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