Ashford Trust expects about $17M in fee-waiver savings
The terminated facility had allowed AHT to sell common stock at an aggregate offering price of up to $100 million.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Ashford Hospitality Trust, Inc. (AHT) agreed with advisor Ashford Inc. on quarterly open-market purchases of AHT common stock and received an advisory-fee waiver; it also terminated its at-the-market (ATM) program. Ashford Inc. is to purchase each quarter shares equal to 2.5% of AHT’s outstanding common stock on that quarter’s last day, beginning with the quarter ended September 30, 2026. The initial quarterly commitment was estimated at approximately 162,000 shares. Purchases are subject to charter and rights-agreement ownership limits and Section 382 restrictions.
Purchases for the quarter ended September 30, 2026 must be completed by March 31, 2027; each quarter allows six months. A shortfall requires a credit against advisory fees equal to 150% of the volume-weighted average price for each unpurchased share. AHT will not issue or sell shares directly to Ashford Inc.; the agreement can run up to three years, subject to earlier termination.
The waiver covers six months from October 20, 2026 through April 20, 2027; AHT expects savings of approximately $17 million, or approximately $2.60 per common share. The ATM termination took effect at close of business October 20, 2026, ending a program permitting common-stock sales at an aggregate offering price of up to $100 million.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Advisory-fee waiver: approximately $17 million in expected savings. 1.5× market cap
Negative
- None.
Filing Explained
For the quarterly open-market purchase commitment, a shortfall triggers a fee credit, and that credit is AHT’s sole and exclusive remedy under the agreement; the filing provides no additional contractual remedy for shares left unpurchased.
8-K Event Classification
Key Figures
Key Terms
Rule 10b5-1 regulatory
VWAP financial
Charter Ownership Limit regulatory
ownership change regulatory
At the Market Program financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much does AHT expect to save from the advisory-fee waiver?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS employer identification number) | ||
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including
area code: (
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 | ||
| -- | New York Stock Exchange |
Item 1.01 Entry into a Material Definitive Agreement.
Share Purchase Agreement
On October 20, 2026 (the “Effective Date”), the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Ashford Inc. (the “Purchaser”), pursuant to which the Purchaser agreed to purchase, for the quarter ended September 30, 2026 and each calendar quarter ending after that date during the term of the agreement, a number of shares of common stock, par value $0.01 per share (the “Common Stock”) equal to 2.5% of the Company’s outstanding shares on the last day of that purchase quarter (each, a “Quarterly Purchase Amount,” and the shares so purchased, “Open Market Shares”). The Share Purchase Agreement further provides that Purchaser shall make all purchases of Open Market Shares either (i) under a trading plan by Purchaser that is intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or (ii) otherwise, but only during an open trading window under the Company’s insider trading policy and when Purchaser is not aware of material non-public information about the Company.
If the Purchaser has not acquired the full Quarterly Purchase Amount for a purchase quarter (after giving effect to the ownership limitations described in the Share Purchase Agreement) within six (6) months after the last day of the applicable purchase quarter, Purchaser shall provide the Company a credit (the “Fee Credit”) against the advisory fees payable by the Company under the Advisory Agreement (as defined below) equal to (a) the number of shares by which Purchaser fell short (the “Shortfall Shares”), multiplied by (b) 150% of the VWAP for the period beginning on the day after the last day of that purchase quarter and ending on deadline with respect to such purchase. The Share Purchase Agreement provides that the Fee Credit is the Company's sole and exclusive remedy with respect to any shortfall in a Quarterly Purchase Amount. The Share Purchase Agreement provides that, Purchaser shall not purchase any shares of Common Stock to the extent the purchase would (a) cause Purchaser (together with any other person whose ownership of Common Stock would be aggregated for purposes of such determination) to exceed any ownership limit in the Company’s charter as in effect from time to time (the “Charter Ownership Limit”), (b) cause Purchaser to be an “Acquiring Person” or similar term under the Company’s rights agreement, as amended or replaced from time to time, unless the Company’s board of directors has exempted such purchase (the “Rights Agreement Ownership Limit”), or (c) reasonably be expected to cause an ownership change of the Company under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”).
The Share Purchase Agreement contains customary representations and warranties. The Share Purchase Agreement terminates automatically upon the earliest of: (i) the third (3rd) anniversary of the Effective Date; (ii) the date on which Purchaser owns the maximum number of shares of Common Stock permitted under the Charter Ownership Limit or the Rights Agreement Ownership Limit, (iii) the date on which the Company in good faith notifies Purchaser that any further purchase would reasonably be expected to cause an ownership change under Section 382 of the Code; (iv) the date on which the Common Stock is no longer listed on the NYSE, (v) a Change of Control (as defined in the Share Purchase Agreement) of the Company or Purchaser or (vi) the date on which neither Purchaser nor any of its subsidiaries serves as the Company’s advisor. The parties may also terminate by mutual written agreement.
The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Waiver Under Advisory Agreement
On October 20, 2026, Ashford Hospitality Trust, Inc. (the “Company”), Ashford Hospitality Limited Partnership (the “Operating Partnership”) and Ashford TRS Corporation (“Ashford TRS”), a wholly-owned subsidiary of the Company, entered into a Limited Waiver (the “Waiver”) with Ashford Inc. (“AINC”) and Ashford Hospitality Advisors LLC (“Ashford LLC,” and, together with AINC, the “Advisor”) to the Fourth Amended and Restated Advisory Agreement, dated as of March 27, 2026 and effective as of January 25, 2026 (the “Advisory Agreement”). Capitalized terms not otherwise defined herein shall have the meanings defined in the Advisory Agreement.
Pursuant to the Waiver, AINC is waiving the requirement that the Company pay the Advisory Fees that would otherwise be payable to AINC during the six (6)-month period beginning on the date hereof and ending on April 20, 2027 (the “Waiver Period”). The Advisory Fees waived pursuant to the Waiver shall not accrue or become payable by the Company at any time, whether during the term of the Advisory Agreement (including any extension thereof) or following any termination of the Advisory Agreement. For the avoidance of doubt, the fee waiver shall not be taken into account in calculating the Base Fee, the Minimum Base Fee, or the Incentive Fee under the Advisory Agreement following the Waiver Period, and such amounts shall be calculated as though the Advisory Fees that would otherwise have been payable during the Waiver Period were actually paid.
The Waiver provides that the fee waiver shall be effective only in this instance and for the specific purpose for which it was intended and shall not be deemed to be a consent to any other transaction or matter or a waiver of compliance in the future, or a waiver of any preceding or succeeding breach of the same or any other covenant or provision of the Advisory Agreement.
The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On October 20, 2026, the Company terminated that certain Equity Distribution Agreement, dated as of April 11, 2022, by and among the Company, Ashford Hospitality Limited Partnership, Ashford Hospitality Advisors LLC, and Virtu Americas LLC as Agent, effective as of the close of business on October 20, 2026. Pursuant to the Equity Distribution Agreement, the Company was permitted, from time to time, sell shares of its Common Stock having an aggregate offering price of up to $100 million (the “At the Market Program”). The termination of the Equity Distribution Agreement terminated the Company’s At the Market Program.
Item 7.01 Regulation FD Disclosure.
On October 20, 2026, the Company issued a press release relating to the waiver of Advisory Fees by AINC and the execution of the Share Purchase Agreement.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1* | Share Purchase Agreement, dated as of October 20, 2026, by and between Ashford Hospitality Trust, Inc. and Ashford Inc. | |
| 10.2* | Waiver Under Advisory Agreement, dated as of October 20, 2026, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors. | |
| 99.1* | Press Release of the Company issued on October 20, 2026 | |
| 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: October 20, 2026 | By: | /s/ Jim Plohg |
| Jim Plohg | ||
| Executive Vice President, General Counsel & Secretary | ||
Exhibit 99.1
NEWS RELEASE
| Contact | Justin Coe | Armin Ward | Joe Calabrese |
| Chief Accounting Officer | Media Contact | Financial Relations Board | |
| (972) 490-9600 | (972) 490-9600 | (212) 827-3772 |
ASHFORD HOSPITALITY TRUST ANNOUNCES $17 MILLION ADVISORY FEE WAIVER, SHARE PURCHASE COMMITMENT FROM ASHFORD INC. AND TERMINATION OF ATM PROGRAM
DALLAS, October 20, 2026 -- Ashford Hospitality Trust, Inc. (NYSE: AHT or the “Company”) today announced that its advisor, Ashford Inc., has agreed to waive approximately $17 million of advisory fees that would otherwise be earned over the next six months and to purchase 2.5% of the Company’s outstanding common stock in the open market each quarter, and that the Company has terminated its at-the-market equity offering program. The fee waiver and the share purchase agreement were approved by the independent members of the Company’s Board of Directors. These actions are intended to strengthen the Company’s liquidity and further align the interests of its advisor with those of its stockholders.
“The independent directors approached these agreements with two goals: improve the Company’s liquidity and put our advisor’s capital alongside our stockholders’,” said Amish Gupta, Vice Chairman and Lead Independent Director. “The fee waiver keeps approximately $17 million in the Company over the next six months. The share purchase agreement goes further. Ashford Inc. has committed to buy our common stock every quarter, and if it falls short, it owes the Company a fee credit worth 150% of the volume weighted average price for every share it did not buy. That structure ties our advisor’s interests directly to those of our common stockholders.”
“Ashford Inc. has advised Ashford Trust since 2014, and we are committed to its long-term success,” said Hector Sanchez, President of Ashford Inc. “These agreements put that commitment in concrete terms. We are forgoing six months of fees and investing our own capital in Ashford Trust’s common stock every quarter, alongside its stockholders.”
Advisory Fee Waiver
Ashford Inc. has irrevocably waived the base and incentive advisory fees that would otherwise accrue for advisory services provided during the six-month period from November 2026 through April 2027. The waived fees will not become payable at any time. The Company expects the waiver to save approximately $17 million, or approximately $2.60 per common share.
Share Purchase Agreement
Under a share purchase agreement entered into today, Ashford Inc. has committed to purchase, in the open market, a number of shares of the Company’s common stock equal to 2.5% of the Company’s outstanding common stock for each calendar quarter, beginning with the quarter ended September 30, 2026. Based on the approximately 6.47 million shares of common stock currently outstanding, the initial quarterly commitment equals approximately 162,000 shares. Ashford Inc. has six months after the end of each quarter to complete that quarter’s purchases, so purchases for the quarter ended September 30, 2026 must be completed by March 31, 2027. If it does not purchase the full amount within that period, Ashford Inc. must provide the Company with a credit against future advisory fees equal to 150% of the volume-weighted average price of the common stock over that six-month period for each share not purchased.
Ashford Inc. will make purchases under a trading plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934 or during open trading windows, in each case in accordance with applicable securities laws. The Company will not issue or sell any shares directly to Ashford Inc. under the agreement. Purchases are subject to the ownership limits in the Company’s charter and its rights agreement, and the agreement has a term of up to three years, ending earlier in certain circumstances, including when Ashford Inc. reaches those limits.
Termination of At-the-Market Program
The Company has terminated its equity distribution agreement with Virtu Americas LLC, dated April 11, 2022, under which the Company could sell its common stock in at-the-market offerings. The Company no longer has an at-the-market program through which it could issue additional common stock.
Additional information regarding the fee waiver and the share purchase agreement will be included in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.
* * * * *
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.
Forward-Looking Statements
Certain statements and assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the federal securities regulations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: our business and investment strategy; the expected savings from the advisory fee waiver; the timing, number and prices of any purchases of our common stock by Ashford Inc. and the amount of any fee credits under the share purchase agreement; our ability to maintain the listing of our common stock on the New York Stock Exchange; anticipated or expected purchases, sales or dispositions of assets; our projected operating results; completion of any pending transactions; our ability to restructure existing property-level indebtedness; our ability to secure additional financing to enable us to operate our business; our understanding of our competition; projected capital expenditures; and the impact of technology on our operations and business. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. These and other risk factors are more fully discussed in the Company's filings with the SEC.
The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We will not publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise except to the extent required by law.