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Ashford Trust completes Embassy Suites Las Vegas sale

The property sale was accompanied by a $41.2 million mortgage payment, while pro forma results remove the hotel's assets, liabilities and operations.

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Rhea-AI Filing Summary

Ashford Hospitality Trust (AHT), through its indirect wholly owned subsidiary Ashford Las Vegas LP, completed the sale of the 220-room Embassy Suites Las Vegas to 4315 Hospitality LLC on September 25, 2026. The transaction price was approximately $43.5 million in cash, subject to customary prorations and adjustments. The accompanying pro forma disclosure describes approximately $42.7 million in cash, net of selling expenses, and says the company paid approximately $41.2 million to the mortgage lender; the loan was secured by seven hotels, including the sold property.

The pro forma statements remove the hotel's assets, liabilities and operating results. For 2025, they show pro forma total revenue of $1,091.513 million and a net loss attributable to common stockholders of $184.283 million. The balance sheet assumes closing on June 30, 2026; the statements of operations assume closing on January 1, 2025. The estimated gain and related tax effects are preliminary, and actual results may differ; the pro forma information is not indicative of results that would have occurred or may occur.

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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, or exhibit attachments filed with this report.
Sale price Approximately $43.5 million in cash Embassy Suites Las Vegas sale; subject to customary prorations and adjustments
Cash consideration net of selling expenses Approximately $42.7 million Embassy Suites Las Vegas sale
Mortgage lender payment Approximately $41.2 million Payment associated with a mortgage loan secured by seven hotels, including Embassy Suites Las Vegas
Hotel rooms 220 rooms Embassy Suites Las Vegas
Pro forma total revenue $1,091.513 million Year ended December 31, 2025
Pro forma net loss attributable to common stockholders $184.283 million loss Year ended December 31, 2025
Pro forma total revenue $534.003 million Six months ended June 30, 2026
pro forma financial information financial
"unaudited pro forma financial information"
Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.
non-recurring gain financial
"a non-recurring gain associated with the disposition"
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.

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How much was Embassy Suites Las Vegas sold for by AHT?
The sale price was approximately $43.5 million in cash, subject to customary prorations and adjustments. The pro forma disclosure describes approximately $42.7 million in cash, net of selling expenses.

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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): September 25, 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 Purchase RightsNew York Stock Exchange


ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On September 25, 2026, Ashford Las Vegas LP, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Embassy Suites Las Vegas located in Las Vegas, Nevada pursuant to an Agreement of Purchase and Sale, dated as of August 27, 2026, by and between Ashford Las Vegas LP, as seller, and 4315 Hospitality LLC, as purchaser, for approximately $43.5 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 six months ended June 30, 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: October 1, 2026By:/s/ Justin Coe
Justin Coe
Chief Accounting Officer


EXHIBIT 99.1
On September 25, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 220-room Embassy Suites Las Vegas located in Las Vegas, Nevada (“Embassy Suites Las Vegas ”) for total consideration of approximately $42.7 million in cash, net of selling expenses. Additionally, the Company paid approximately $41.2 million to the mortgage lender. The mortgage loan is secured by seven hotels including Embassy Suites Las Vegas.
The following unaudited pro forma financial information of the Company, as of and for the six months ended June 30, 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 June 30, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the six months ended June 30, 2026, assume 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 Las Vegas and its results of operations, which reflects a non-recurring gain associated with the disposition of the hotel property for the year ended December 31, 2025. The pro forma gain and the related tax effects resulting from the disposition of Embassy Suites Las Vegas 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
June 30, 2026
(in thousands, except share and per share amounts) 
Ashford Trust Consolidated
Historical (A)		Embassy Suites Las Vegas (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)$2,291,237 $23,862 $— $2,267,375 
Accumulated depreciation ($(7,631) attributable to VIEs)
(747,916)(12,583)— (735,333)
Investments in hotel properties, net ($75,156 attributable to VIEs)1,543,321 11,279 — 1,532,042 
Contract asset368,298 — — 368,298 
Cash and cash equivalents ($1,563 attributable to VIEs)
72,510 750 42,660 (C) (i)72,561 
(686)(C) (i)
(41,173)(C) (ii)
Restricted cash ($4,260 attributable to VIEs)
136,985 — — 136,985 
Accounts receivable ($220 attributable to VIEs), net of allowance of $213
38,883 951 — 37,932 
Inventories ($24 attributable to VIEs)
2,672 47 — 2,625 
Notes receivable, net12,880 — — 12,880 
Investments in unconsolidated entities7,110 — — 7,110 
Deferred costs, net ($79 attributable to VIEs)837 4 — 833 
Derivative assets1,256 — — 1,256 
Operating lease right-of-use assets37,283 — — 37,283 
Prepaid expenses and other assets ($107 attributable to VIEs)
17,124 180 — 16,944 
Due from related parties, net
980 (146)— 1,126 
Due from third-party hotel managers24,240 — — 24,240 
Assets held for sale70,071 — — 70,071 
Total assets$2,334,450 $13,065 $801 $2,322,186 
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,586 attributable to VIEs)
$1,905,747 $26,072 $(14,948)(C) (ii)$1,864,727 
Debt associated with hotels in receivership273,971 — — 273,971 
Finance lease liability17,258 — — 17,258 
Accounts payable and accrued expenses ($15,773 attributable to VIEs)
114,368 2,218 — 112,150 
Accrued interest payable ($146 attributable to VIEs)
31,224 250 — 30,974 
Accrued interest associated with hotels in receivership94,327 — — 94,327 
Dividends and distributions payable4,247 — — 4,247 
Due to Ashford Inc., net52,552 — — 52,552 
Due to related parties, net ($3,654 attributable to VIEs)
— — — — 
Due to third-party hotel managers1,157 — — 1,157 
Operating lease liabilities37,676 — — 37,676 
Other liabilities ($28,942 attributable to VIEs)
36,624 — — 

36,624 
Liabilities related to assets held for sale74,813 — — 74,813 
Total liabilities2,643,964 28,540 (14,948)2,600,476 
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership20,800 — — 20,800 
Series J Redeemable Preferred Stock, $0.01 par value, 7,684,197 shares issued and outstanding at June 30, 2026187,498 — — 187,498 
Series K Redeemable Preferred Stock, $0.01 par value, 731,102 shares issued and outstanding at June 30, 202618,972 — — 18,972 
Series L Redeemable Preferred Stock, $0.01 par value, 238,191 shares issued and outstanding at June 30, 20265,658 — — 5,658 
Series M Redeemable Preferred Stock, $0.01 par value, 550,888 shares issued and outstanding at June 30, 202614,096 — — 14,096 
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 June 30, 202611 — — 11 
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at June 30, 202610 — — 10 
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at June 30, 202615 — — 15 
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at June 30, 202610 — — 10 
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at June 30, 202611 — — 11 
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,476,491 shares issued and outstanding at June 30, 202665 — — 65 
Additional paid-in capital2,402,052 (15,475)11,283 (C) (i)2,402,052 
(686)(C) (i)
(26,072)(C) (ii)
Accumulated deficit(2,973,059)— 31,377 (C) (i)(2,941,835)
(153)(C) (ii)
Total stockholders’ equity (deficit) of the Company(570,885)(15,475)15,749 (539,661)
Noncontrolling interest in consolidated entities14,347 — — 14,347 
Total equity (deficit)(556,538)(15,475)15,749 (525,314)
Total liabilities and equity/deficit$2,334,450 $13,065 $801 $2,322,186 
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 June 30, 2026, as reported in its Quarterly Report on Form 10-Q, filed on August 12, 2026.
(B)Represents the removal of the historical balance sheet of Embassy Suites Las Vegas as of June 30, 2026.
(C)Represents adjustments for Ashford Trust’s disposition of Embassy Suites Las Vegas as of June 30, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $42.7 million, net of selling expenses and cash of approximately $686,000 paid for hotel net working capital and (ii) the cash paid to repay the mortgage loan partially secured by Embassy Suites Las Vegas.
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)		Embassy Suites Las Vegas (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$825,623 $11,075 $— $814,548 
Food and beverage207,588 1,080 — 206,508 
Other hotel revenue69,643 720 — 68,923 
Total hotel revenue1,102,854 12,875 — 1,089,979 
Other1,534 — — 1,534 
Total revenue1,104,388 12,875 — 1,091,513 
EXPENSES
Hotel operating expenses:
Rooms198,106 2,672 — 195,434 
Food and beverage139,828 586 — 139,242 
Other expenses392,070 4,853 — 387,217 
Management fees38,264 385 — 37,879 
Total hotel expenses768,268 8,496 — 759,772 
Property taxes, insurance and other59,793 399 — 59,394 
Depreciation and amortization141,295 909 — 140,386 
Impairment charges67,648 — — 67,648 
Advisory services fee49,039 — — 49,039 
Corporate, general and administrative20,783 — — 20,783 
Total operating expenses1,106,826 9,804 — 1,097,022 
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
79,799 — 31,377 (C) (i)111,176 
Gain (loss) on derecognition of assets39,054 — — 39,054 
OPERATING INCOME (LOSS)116,415 3,071 31,377 144,721 
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)(2,820)— (253,409)
Interest expense associated with hotels in receivership(39,038)— — (39,038)
Write-off of premiums, loan costs and exit fees(8,853)(194)— (8,659)
Gain (loss) on extinguishment of debt335 — (153)(C) (ii)182 
Realized and unrealized gain (loss) on derivatives(5,346)— — (5,346)
INCOME (LOSS) BEFORE INCOME TAXES(188,302)57 31,224 (157,135)
Income tax (expense) benefit143 — — 143 
NET INCOME (LOSS)(188,159)57 31,224 (156,992)
(Income) loss attributable to noncontrolling interest in consolidated entities5,058 — — 5,058 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership3,262 — (446)(C) (iv)2,816 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(179,839)57 30,778 (149,118)
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)$57 $30,778 $(184,283)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(35.99)$(30.85)
Weighted average common shares outstanding—basic5,974 5,974 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(35.99)$(30.85)
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
Six Months Ended June 30, 2026
(in thousands, except per share amounts)
Ashford Trust Consolidated
Historical (A)		Embassy Suites Las Vegas (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$409,643 $5,891 $— $403,752 
Food and beverage98,577 731 — 97,846 
Other hotel revenue32,425 347 — 32,078 
Total hotel revenue540,645 6,969 — 533,676 
Other327 — — 327 
Total revenue540,972 6,969 — 534,003 
EXPENSES
Hotel operating expenses:
Rooms92,222 1,244 — 90,978 
Food and beverage65,571 332 — 65,239 
Other expenses181,168 2,345 — 178,823 
Management fees18,624 208 — 18,416 
Total hotel expenses357,585 4,129 — 353,456 
Property taxes, insurance and other28,073 238 — 27,835 
Depreciation and amortization60,634 481 — 60,153 
Impairment charges112,649 — — 112,649 
Advisory services fee34,222 — — 34,222 
Corporate, general and administrative2,927 — — 2,927 
Total operating expenses596,090 4,848 — 591,242 
Gain (loss) on disposition of assets and hotel properties250,076 — — 250,076 
Gain (loss) on derecognition of assets14,618 — — 14,618 
OPERATING INCOME (LOSS)209,576 2,121 — 207,455 
Equity in earnings (loss) of unconsolidated entities(155)— — (155)
Interest income1,969 — — 1,969 
Other income (expense)3,223 — — 3,223 
Interest expense and amortization of discounts and loan costs(129,224)(1,560)— (127,664)
Interest expense associated with hotels in receivership(15,427)— — (15,427)
Write-off of premiums, loan costs and exit fees(1,559)(73)— (1,486)
Gain (loss) on extinguishment of debt(1,975)— — (1,975)
Realized and unrealized gain (loss) on derivatives801 — — 801 
INCOME (LOSS) BEFORE INCOME TAXES67,229 488 — 66,741 
Income tax (expense) benefit(3,305)— 74 (C) (iii)(3,231)
NET INCOME (LOSS)63,924 488 74 63,510 
(Income) loss attributable to noncontrolling interest in consolidated entities996 — — 996 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership(699)— 6 (C) (iv)(693)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY64,221 488 80 63,813 
Preferred dividends(5,428)— — (5,428)
Deemed dividends on redeemable preferred stock(9,200)— — (9,200)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$49,593 $488 $80 $49,185 
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$7.70 $7.64 
Weighted average common shares outstanding—basic6,442 6,442 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$0.70 $0.70 
Weighted average common shares outstanding—diluted83,944 83,944 
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 six months ended June 30, 2026, as reported in its Quarterly Report on Form 10-Q for the six months ended June 30, 2026, filed on August 12, 2026.
(B)Represents the removal of the historical consolidated statements of operations of Embassy Suites Las Vegas for the year ended December 31, 2025 and the six months ended June 30, 2026.
(C)Represents adjustments for the Company’s sale of Embassy Suites Las Vegas, which includes: (i) the estimated non-recurring gain on the disposition of Embassy Suites Las Vegas 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 six months ended June 30, 2026; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Embassy Suites Las Vegas, 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 1.41% for the six months ended June 30, 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 Embassy Suites Las Vegas is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
6

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