Ashford Hospitality Trust (NYSE: AHT) exits Dallas Embassy Suites in $17M sale

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ashford Hospitality Trust completed the sale of the 150-room Embassy Suites by Hilton Dallas Near the Galleria on May 6, 2026. The property was sold for $17 million in cash, or about $16.6 million net after selling expenses, and the company paid roughly $16.0 million to the mortgage lender.

Unaudited pro forma figures for 2025 remove this hotel from the consolidated results and include a preliminary non-recurring gain from the sale. On this basis, net loss attributable to common stockholders improves from $215.0 million to $207.5 million, and basic loss per share narrows from $35.99 to $34.73.

Insights

Single-hotel sale modestly reduces leverage and reported loss.

The company sold the 150-room Embassy Suites Dallas Near the Galleria for total cash consideration of about $16.6M net, and used roughly $16.0M to pay the mortgage lender on a loan secured by ten hotels, including this property.

Pro forma data for the year ended December 31, 2025 remove the hotel’s revenue and expenses and add a preliminary non-recurring gain. Net loss attributable to common stockholders improves from $215.0M to $207.5M, and basic loss per share narrows from $35.99 to $34.73.

This transaction affects only one hotel within a larger portfolio, and the pro forma gain and related tax effects are described as preliminary. Subsequent filings may update these figures once final disposition accounting is completed.

8-K Event Classification

2 items: 2.01, 9.01

2 items

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.

Key Figures

Gross sale price: $17 million cash Net cash consideration: $16.6 million Mortgage repayment: $16.0 million +5 more

8 metrics

Gross sale price $17 million cash Embassy Suites Dallas Near the Galleria sale on May 6, 2026

Net cash consideration $16.6 million Cash received net of selling expenses and working capital

Mortgage repayment $16.0 million Paid to mortgage lender on loan secured by ten hotels

Pro forma net loss to common $207.5 million Year ended December 31, 2025, after sale adjustments

Historical net loss to common $215.0 million Year ended December 31, 2025, before sale adjustments

Pro forma basic EPS $(34.73) Net loss per share attributable to common stockholders, 2025

Historical basic EPS $(35.99) Net loss per share attributable to common stockholders, 2025

Rooms at sold hotel 150 rooms Embassy Suites by Hilton Dallas Near the Galleria

Key Terms

unaudited pro forma financial information, non-recurring gain, variable interest entities (VIEs), redeemable noncontrolling interests, +2 more

6 terms

unaudited pro forma financial information financial

"The unaudited pro forma financial information for the Company as of and for the year ended December 31, 2025"

non-recurring gain financial

"which contains a non-recurring gain associated with the disposition of the hotel property"

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"

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.

Gain (loss) on extinguishment of debt financial

"Gain (loss) on extinguishment of debt"

advisory services fee financial

"Advisory services fee"

Understanding 8-K Material Events →

05/11/2026 - 05:38 PM

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 6, 2026

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

Preferred Stock Repurchase Rights

New York Stock Exchange

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On May 6, 2026, Ashford Dallas LP, an indirect subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the 150-room Embassy Suites by Hilton Dallas Near the Galleria located in Dallas, Texas pursuant to an Agreement of Purchase and Sale, dated as of March 26, 2026, by and between Ashford Dallas LP, as seller, and DG Lodging, LLC, as purchaser, for $17 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 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 12, 2026	By:	/s/ Justin Coe
		Justin Coe
		Chief Accounting Officer

EXHIBIT 99.1

On May 6, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 150-room Embassy Suites Dallas Near the Galleria located in Dallas, Texas (“Embassy Suites Dallas”) for total consideration of approximately $16.6 million in cash, net of selling expenses. Additionally, the Company paid approximately $16.0 million to the mortgage lender. The mortgage loan is secured by ten hotels including the Embassy Suites Dallas.

The following unaudited pro forma financial information of the Company, as of 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 December 31, 2025. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2025, 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 Embassy Suites Dallas 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 Embassy Suites Dallas 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

December 31, 2025

(in thousands, except share and per share amounts)


	Ashford Trust Consolidated Historical (A)		Embassy Suites Dallas (B)		Adjustments			Ashford Trust Consolidated Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)	$	3,069,016	$	24,388	$	—		$	3,044,628
Accumulated depreciation ($(5,558) attributable to VIEs)	(983,772)		(12,098)		—			(971,674)
Investments in hotel properties, net ($77,229 attributable to VIEs)	2,085,244		12,290		—			2,072,954
Contract asset	355,138		—		—			355,138
Cash and cash equivalents ($468 attributable to VIEs)	66,145		249		16,618		(C) (i)	66,093
					(423)		(C) (i)
					(15,998)		(C) (ii)
Restricted cash ($4,731 attributable to VIEs)	149,580		—		—			149,580

Accounts receivable ($143 attributable to VIEs), net of allowance of $424	32,752		80		—			32,672
Inventories ($44 attributable to VIEs)	3,598		22		—			3,576
Notes receivable, net	12,187		—		—			12,187


Investments in unconsolidated entities	7,265		—		—			7,265


Deferred costs, net ($80 attributable to VIEs)	1,529		5		—			1,524

Derivative assets	410		—		—			410
Operating lease right-of-use assets	43,582		—		—			43,582
Prepaid expenses and other assets ($40 attributable to VIEs)	32,057		51		—			32,006




Due from third-party hotel managers	25,667		—		—			25,667
Assets held for sale	18,478		—		—			18,478
Total assets	$	2,833,632	$	12,697	$	197		$	2,821,132
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,961 attributable to VIEs)	$	2,526,608	$	14,580	$	(1,418)	(C) (ii)	$	2,510,610
Debt associated with hotels in receivership	272,800		—		—			272,800
Finance lease liability	17,536		—		—			17,536

Accounts payable and accrued expenses ($15,534 attributable to VIEs)	123,773		750		—			123,023
Accrued interest payable ($152 attributable to VIEs)	13,993		52		—			13,941
Accrued interest associated with hotels in receivership	82,338		—		—			82,338
Dividends and distributions payable	4,247		—		—			4,247

Due to Ashford Inc., net	40,643		—		—			40,643

Due to related parties, net ($3,438 attributable to VIEs)	1,949		23		—			1,926
Due to third-party hotel managers	882		—		—			882

Operating lease liabilities	44,045		—		—			44,045

Other liabilities ($28,897 attributable to VIEs)	36,768		—		—			36,768
Liabilities related to assets held for sale	41,292		—		—			41,292
Total liabilities	3,206,874		15,405		(1,418)			3,190,051
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership	20,516		—		—			20,516
Series J Redeemable Preferred Stock, $0.01 par value, 7,684,201 shares issued and outstanding at December 31, 2025	179,818		—		—			179,818
Series K Redeemable Preferred Stock, $0.01 par value, 731,102 shares issued and outstanding at December 31, 2025	18,215		—		—			18,215
Series L Redeemable Preferred Stock, $0.01 par value, 238,191 shares issued and outstanding at December 31, 2025	5,484		—		—			5,484
Series M Redeemable Preferred Stock, $0.01 par value, 550,888 shares issued and outstanding at December 31, 2025	13,566		—		—			13,566
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 December 31, 2025	11		—		—			11
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at December 31, 2025	10		—		—			10
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at December 31, 2025	15		—		—			15
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at December 31, 2025	10		—		—			10
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at December 31, 2025	11		—		—			11
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,476,157 shares issued and outstanding at December 31, 2025	65		—		—			65
Additional paid-in capital	2,402,015		(2,708)		12,295		(C) (i)	2,402,015
					(423)		(C) (i)
					(14,580)		(C) (ii)
Accumulated deficit	(3,028,489)		—		4,323		(C) (i)	(3,024,166)

Total stockholders’ equity (deficit) of the Company	(626,352)		(2,708)		1,615			(622,029)
Noncontrolling interest in consolidated entities	15,511		—		—			15,511
Total equity (deficit)	(610,841)		(2,708)		1,615			(606,518)
Total liabilities and equity/deficit	$	2,833,632	$	12,697	$	197		$	2,821,132

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A)Represents the historical consolidated balance sheet of Ashford Trust as of December 31, 2025, as reported in its Annual Report on Form 10-K, filed on March 23, 2026.

(B)Represents the removal of the historical balance sheet of Embassy Suites Dallas as of December 31, 2025.

(C)Represents adjustments for Ashford Trust’s disposition of Embassy Suites Dallas as of December 31, 2025, which includes: (i) an adjustment for the cash consideration received of approximately $16.6 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 Embassy Suites Dallas.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2025

(in thousands, except share and per share amounts)


	Ashford Trust Consolidated Historical (A)		Embassy Suites Dallas (B)		Adjustments			Ashford Trust Consolidated Pro Forma
REVENUE
Rooms	$	825,623	$	5,593	$	—		$	820,030
Food and beverage	207,588		226		—			207,362
Other hotel revenue	69,643		455		—			69,188
Total hotel revenue	1,102,854		6,274		—			1,096,580
Other	1,534		—		—			1,534
Total revenue	1,104,388		6,274		—			1,098,114
EXPENSES
Hotel operating expenses:
Rooms	198,106		1,689		—			196,417
Food and beverage	139,828		172		—			139,656
Other expenses	392,070		2,849		—			389,221
Management fees	38,264		212		—			38,052
Total hotel expenses	768,268		4,922		—			763,346
Property taxes, insurance and other	59,793		361		—			59,432
Depreciation and amortization	141,295		2,736		—			138,559
Impairment charges	67,648		—		—			67,648

Advisory services fee	49,039		—		—			49,039
Corporate, general and administrative	20,783		—		—			20,783
Total operating expenses	1,106,826		8,019		—			1,098,807
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties	79,799		—		4,323		(C) (i)	84,122
Gain (loss) on derecognition of assets	39,054		—		—			39,054
OPERATING INCOME (LOSS)	116,415		(1,745)		4,323			122,483
Equity in earnings (loss) of unconsolidated entities	(325)		—		—			(325)
Interest income	4,739		—		—			4,739

Interest expense and amortization of discounts and loan costs	(256,229)		(1,440)		—			(254,789)
Interest expense associated with hotels in receivership	(39,038)		—		—			(39,038)
Write-off of premiums, loan costs and exit fees	(8,853)		(99)		—			(8,754)
Gain (loss) on extinguishment of debt	335		—		—			335

Realized and unrealized gain (loss) on derivatives	(5,346)		—		—			(5,346)
INCOME (LOSS) BEFORE INCOME TAXES	(188,302)		(3,284)		4,323			(180,695)
Income tax (expense) benefit	143		—		—			143




NET INCOME (LOSS)	(188,159)		(3,284)		4,323			(180,552)
(Income) loss attributable to noncontrolling interest in consolidated entities	5,058		—		—			5,058
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	3,262		—		(109)		(C) (ii)	3,153
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(179,839)		(3,284)		4,214			(172,341)
Preferred dividends	(28,216)		—		—			(28,216)
Deemed dividends on redeemable preferred stock	(6,949)		—		—			(6,949)
Gain (loss) on extinguishment of preferred stock	—		—		—			—
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(215,004)	$	(3,284)	$	4,214		$	(207,506)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	(35.99)						$	(34.73)
Weighted average common shares outstanding—basic	5,974							5,974
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	(35.99)						$	(34.73)
Weighted average common shares outstanding—diluted	5,974							5,974

See accompanying notes.

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.

(B)Represents the removal of the historical consolidated statements of operations of Embassy Suites Dallas for the year ended December 31, 2025.

(C)Represents adjustments for the Company’s sale of Embassy Suites Dallas, which includes: (i) the estimated non-recurring gain on the disposition of Embassy Suites Dallas for the year ended December 31, 2025; and (ii) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Embassy Suites Dallas, 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. There is no 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 Dallas is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.

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 150-room Embassy Suites by Hilton Dallas Near the Galleria in Dallas, Texas. The hotel, referred to as Embassy Suites Dallas, was part of a mortgage loan secured by ten hotels before its disposition.

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

The sale generated total cash consideration of approximately $16.6 million, net of selling expenses and hotel working capital. The agreement of purchase and sale specified a gross price of $17 million in cash, subject to customary prorations and adjustments between buyer and seller.

How did the Embassy Suites Dallas sale affect Ashford Hospitality Trust’s (AHT) debt?

Following the Embassy Suites Dallas sale, Ashford Hospitality Trust paid approximately $16.0 million to the mortgage lender. This mortgage loan was secured by ten hotels, including the sold property, so the payment partially reduces indebtedness associated with that hotel portfolio.

What pro forma impact does the Embassy Suites Dallas sale have on AHT’s 2025 results?

On a pro forma basis for 2025, net loss attributable to common stockholders improves from $215.0 million to $207.5 million. Basic loss per share narrows from $35.99 to $34.73 after removing the hotel’s operations and recognizing a preliminary non-recurring gain from the sale.

Are the gains from Ashford Hospitality Trust’s Embassy Suites Dallas sale final?

No. The company describes the pro forma gain and related tax effects from the Embassy Suites Dallas sale as preliminary. The unaudited pro forma financial information is for informational purposes only, and actual results may differ once final disposition accounting is completed.

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

Ashford Hospitality Trust provided unaudited pro forma condensed consolidated balance sheet and statement of operations as of and for the year ended December 31, 2025. These statements show the effect of removing Embassy Suites Dallas and include a preliminary non-recurring gain related to the sale.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 222.3 KB

Ashford Hospitality Trust (NYSE: AHT) exits Dallas Embassy Suites in $17M sale

Rhea-AI Filing Summary

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