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Ashford Hospitality Trust (NYSE: AHT) sells Lakeway Resort, trims debt

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

Rhea-AI Filing Summary

Ashford Hospitality Trust has sold the 168-room Lakeway Resort and Spa in Austin, Texas, removing this hotel from its portfolio and updating its financials on a pro forma basis. An indirect subsidiary completed the sale for $37.75 million in cash, with total consideration of approximately $37.2 million net of selling expenses and working capital. The company used about $36.3 million of the proceeds to repay a mortgage loan secured by 16 hotels, modestly reducing indebtedness. Pro forma statements show the 2025 net loss attributable to common stockholders improving from $215.0 million to $198.1 million and basic loss per share improving from $35.99 to $33.16. For the three months ended March 31, 2026, the pro forma basic loss per share improves from $11.03 to $10.90, reflecting the non-recurring gain on the sale and removal of Lakeway’s operations.

Positive

  • None.

Negative

  • None.

Insights

Hotel sale reduces debt slightly and narrows reported losses via a one-time gain.

Ashford Hospitality Trust sold the Lakeway Resort and Spa for approximately $37.2 million in net cash proceeds and applied about $36.3 million to repay a mortgage loan secured by 16 hotels. This trims consolidated indebtedness, though total liabilities remain above $3.0 billion.

The unaudited pro forma 2025 results remove Lakeway’s revenue and expenses while adding an estimated non-recurring gain of $15.3 million. Net loss attributable to the company improves from $179.8 million to $162.9 million, and loss per share narrows, but performance is still deeply negative.

For the three months ended March 31, 2026, pro forma net loss attributable to common stockholders improves from $71.1 million to $70.2 million. Future filings may refine the preliminary gain figures and show how ongoing operations perform without Lakeway.

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 sale price of Lakeway Resort $37.75 million cash Agreement of Purchase and Sale dated February 10, 2026
Net cash consideration from sale $37.2 million Total consideration net of selling expenses and working capital
Debt repaid with sale proceeds $36.3 million Payment to mortgage lender secured by 16 hotels including Lakeway
2025 net loss attributable to company (historical) $179.8 million Year ended December 31, 2025, before pro forma adjustments
2025 net loss attributable to company (pro forma) $162.9 million Year ended December 31, 2025, after Lakeway disposition adjustments
2025 basic loss per share (historical) $35.99 Net loss per basic share before disposition
2025 basic loss per share (pro forma) $33.16 Net loss per basic share after Lakeway disposition
Q1 2026 basic loss per share (pro forma) $10.90 Three months ended March 31, 2026 after removing Lakeway
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"
Assets held for sale financial
"Assets held for sale | 55,779 ... 22,656 ... 33,123"
Assets held for sale are things a company has decided to sell and has reclassified on its balance sheet to show they are being marketed rather than used in daily operations — like putting a house on the market instead of living in it. This matters to investors because these items are measured based on expected sale proceeds (which can reveal likely gains or losses), stop being treated as regular operating assets, and signal upcoming cash inflows or a change in strategy that can affect the company’s financial health and stock value.
non-recurring gain financial
"which contains a non-recurring gain 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.
redeemable noncontrolling interests in operating partnership financial
"Net (income) loss attributable to redeemable noncontrolling interests in operating partnership"
Gain (loss) on extinguishment of debt financial
"Gain (loss) on extinguishment of debt | 335"
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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 19, 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 19, 2026, Ashford Lakeway LP, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Lakeway Resort and Spa located in Austin, Texas pursuant to an Agreement of Purchase and Sale, dated as of February 10, 2026, as reinstated and amended by that certain Reinstatement and First Amendment to Agreement of Purchase and Sale, dated as of March 18, 2026, by and between Ashford Lakeway LP, as seller, and Trestle Studio LLC, as purchaser, for $37.75 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 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 22, 2026By:/s/ Justin Coe
Justin Coe
Chief Accounting Officer


EXHIBIT 99.1
On May 19, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 168-room Lakeway Resort and Spa located in Austin, Texas (“Lakeway”) for total consideration of approximately $37.2 million in cash, net of selling expenses. Additionally, the Company paid approximately $36.3 million to the mortgage lender. The mortgage loan is secured by 16 hotels including Lakeway.
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 Lakeway 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 Lakeway 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)
Lakeway (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)$2,617,922 $— $— $2,617,922 
Accumulated depreciation ($(6,594) attributable to VIEs)(810,924)— — (810,924)
Investments in hotel properties, net ($76,193 attributable to VIEs)1,806,998 — — 1,806,998 
Contract asset335,979 — — 335,979 
Cash and cash equivalents ($1,011 attributable to VIEs)78,042 — 37,238 (C) (i)77,436 
(1,534)(C) (i)
(36,310)(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 — — 43,426 
Inventories ($34 attributable to VIEs)3,106 — — 3,106 
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 — — 53,235 
Due from third-party hotel managers24,535 — — 24,535 
Assets held for sale55,779 22,656 — 33,123 
Total assets$2,605,309 $22,656 $(606)$2,582,047 
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,910 attributable to VIEs)$2,287,163 $— $(3,308)(C) (ii)$2,283,855 
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 — — 140,837 
Accrued interest payable ($151 attributable to VIEs)31,787 — — 31,787 
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 — — 12,319 
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 34,555 — 32,058 
Total liabilities3,044,043 34,555 (3,308)3,006,180 
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 (11,899)21,898 (C) (i)2,402,044 
(1,534)(C) (i)
(32,263)(C) (ii)
Accumulated deficit(3,097,325)— 15,340 (C) (i)(3,082,724)
(739)(C) (ii)
Total stockholders’ equity (deficit) of the Company(695,159)(11,899)2,702 (680,558)
Noncontrolling interest in consolidated entities14,856 — — 14,856 
Total equity (deficit)(680,303)(11,899)2,702 (665,702)
Total liabilities and equity/deficit$2,605,309 $22,656 $(606)$2,582,047 
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 Lakeway as of March 31, 2026.
(C)Represents adjustments for Ashford Trust’s disposition of Lakeway as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $37.2 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 Lakeway.
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)
Lakeway (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$825,623 $6,371 $— $819,252 
Food and beverage207,588 5,217 — 202,371 
Other hotel revenue69,643 1,971 — 67,672 
Total hotel revenue1,102,854 13,559 — 1,089,295 
Other1,534 — — 1,534 
Total revenue1,104,388 13,559 — 1,090,829 
EXPENSES
Hotel operating expenses:
Rooms198,106 1,763 — 196,343 
Food and beverage139,828 3,363 — 136,465 
Other expenses392,070 5,058 — 387,012 
Management fees38,264 400 — 37,864 
Total hotel expenses768,268 10,584 — 757,684 
Property taxes, insurance and other59,793 480 — 59,313 
Depreciation and amortization141,295 1,550 — 139,745 
Impairment charges67,648 — — 67,648 
Advisory services fee49,039 — — 49,039 
Corporate, general and administrative20,783 — — 20,783 
Total operating expenses1,106,826 12,614 — 1,094,212 
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
79,799 — 15,340 (C) (i)95,139 
Gain (loss) on derecognition of assets39,054 — — 39,054 
OPERATING INCOME (LOSS)116,415 945 15,340 130,810 
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)(3,375)— (252,854)
Interest expense associated with hotels in receivership(39,038)— — (39,038)
Write-off of premiums, loan costs and exit fees(8,853)(135)(739)
(C) (ii)
(9,457)
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)(2,565)14,601 (171,136)
Income tax (expense) benefit143 — — 143 
NET INCOME (LOSS)(188,159)(2,565)14,601 (170,993)
(Income) loss attributable to noncontrolling interest in consolidated entities5,058 — — 5,058 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership3,262 — (245)(C) (iv)3,017 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(179,839)(2,565)14,356 (162,918)
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)$(2,565)$14,356 $(198,083)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(35.99)$(33.16)
Weighted average common shares outstanding—basic5,974 5,974 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(35.99)$(33.16)
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)
Lakeway (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$200,025 $1,276 $— $198,749 
Food and beverage51,570 1,203 — 50,367 
Other hotel revenue15,983 377 — 15,606 
Total hotel revenue267,578 2,856 — 264,722 
Other154 — — 154 
Total revenue267,732 2,856 — 264,876 
EXPENSES
Hotel operating expenses:
Rooms46,190 349 — 45,841 
Food and beverage34,383 799 — 33,584 
Other expenses91,273 1,107 — 90,166 
Management fees9,284 83 — 9,201 
Total hotel expenses181,130 2,338 — 178,792 
Property taxes, insurance and other14,894 169 — 14,725 
Depreciation and amortization32,006 324 — 31,682 
Impairment charges112,649 — — 112,649 
Advisory services fee20,023 — — 20,023 
Corporate, general and administrative1,602 — — 1,602 
Total operating expenses362,304 2,831 — 359,473 
Gain (loss) on disposition of assets and hotel properties100,030 — — 100,030 
Gain (loss) on derecognition of assets7,790 — — 7,790 
OPERATING INCOME (LOSS)13,248 25 — 13,223 
Equity in earnings (loss) of unconsolidated entities(202)— — (202)
Interest income922 — — 922 
Other income (expense)3,223 — — 3,223 
Interest expense and amortization of discounts and loan costs(73,554)(873)— (72,681)
Interest expense associated with hotels in receivership(7,820)— — (7,820)
Write-off of premiums, loan costs and exit fees(1,254)— — (1,254)
Gain (loss) on extinguishment of debt(25)— — (25)
Realized and unrealized gain (loss) on derivatives757 — — 757 
INCOME (LOSS) BEFORE INCOME TAXES(64,705)(848)— (63,857)
Income tax (expense) benefit(752)— 13 (C) (iii)(739)
NET INCOME (LOSS)(65,457)(848)13 (64,596)
(Income) loss attributable to noncontrolling interest in consolidated entities655 — — 655 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership1,030 — (12)(C) (iv)1,018 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(63,772)(848)(62,923)
Preferred dividends(2,714)— — (2,714)
Deemed dividends on redeemable preferred stock(4,600)— — (4,600)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$(71,086)$(848)$$(70,237)
INCOME (LOSS) PER SHARE - BASIC:
Income (loss) attributable to common stockholders$(11.03)$(10.90)
Weighted average common shares outstanding—basic6,442 6,442 
INCOME (LOSS) PER SHARE - DILUTED:
Income (loss) attributable to common stockholders$(11.03)$(10.90)
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 Lakeway for the year ended December 31, 2025 and the three months ended March 31, 2026.
(C)Represents adjustments for the Company’s sale of Lakeway, which includes: (i) the estimated non-recurring gain on the disposition of Lakeway 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 Lakeway, 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 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 gain resulting from the disposition of Lakeway is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
6

FAQ

What asset did Ashford Hospitality Trust (AHT) sell in this 8-K filing?

Ashford Hospitality Trust sold the 168-room Lakeway Resort and Spa in Austin, Texas. The sale was completed through its subsidiary Ashford Lakeway LP and removes Lakeway’s assets, liabilities, and operating results from the company’s pro forma financial statements.

How much did Ashford Hospitality Trust (AHT) receive from the Lakeway sale?

The company received total consideration of approximately $37.2 million in cash, net of selling expenses and hotel working capital. The purchase and sale agreement referenced a gross cash price of $37.75 million, subject to customary prorations and adjustments at closing.

How did the Lakeway sale affect Ashford Hospitality Trust’s (AHT) debt?

Ashford Hospitality Trust paid approximately $36.3 million to the mortgage lender using the Lakeway sale proceeds. The mortgage loan was secured by 16 hotels including Lakeway, so this payment partially reduces the associated indebtedness on the company’s pro forma balance sheet.

What is the pro forma impact on AHT’s 2025 net income from the Lakeway sale?

For 2025, pro forma net loss attributable to the company improves from $179.8 million to $162.9 million. This reflects removal of Lakeway’s operations and an estimated non-recurring gain of $15.3 million on the disposition, along with related adjustments disclosed in the notes.

How did the Lakeway sale change AHT’s loss per share numbers?

For 2025, basic and diluted loss per share improve from $35.99 to $33.16 on a pro forma basis. For the three months ended March 31, 2026, basic and diluted loss per share improve from $11.03 to $10.90, reflecting Lakeway’s removal and transaction-related gain and tax effects.

Are the gain and tax effects from the Lakeway sale final for Ashford Hospitality Trust (AHT)?

No, the company states the pro forma gain and related tax effects from the Lakeway disposition are preliminary. Actual results from the completed transaction may differ from the amounts shown in the unaudited pro forma financial statements included as Exhibit 99.1.

Filing Exhibits & Attachments

5 documents