Ashford Hospitality (NYSE: AHT) lowers 2026 shareholder meeting quorum

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. reported two governance updates. Effective February 24, 2026, director Sonny Sra retired from the Board for health reasons, and the Board expressed appreciation for his service.

The Board also adopted a bylaw amendment that lowers the quorum requirement solely for the 2026 annual stockholder meeting from a majority to at least one-third of all votes entitled to be cast, as allowed under Maryland law. The change responds to more retail shareholders and broker policies limiting discretionary voting, and is intended to help ensure the 2026 meeting can be held.

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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): February 24, 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 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Effective February 24, 2026, Sonny Sra has retired from the Board of Directors (the “Board”) of Ashford Hospitality Trust, Inc. (the “Company”) due to health reasons. The Board thanks him for his dedicated service and contributions to the Company.

ITEM 5.03     AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On February 24, 2026, the Company, by resolution of the Board, adopted Amendment No. 9 to the Second Amended and Restated Bylaws of the Company (the “Bylaw Amendment”). The Bylaw Amendment reduced the quorum required solely for the 2026 annual meeting of the Company’s stockholders from a majority to at least one-third of all votes entitled to be cast at such meeting, as permitted under the Maryland General Corporation Law. Retail brokers have adopted policies whereby they will not cast discretionary votes (including auditor ratification) in the absence of retail shareholder instructions. The Company has seen a generally increasing number of retail holders become shareholders in the Company over the past several years as compared to historical levels. In order to ensure a sufficient quorum and allow the Company to hold the 2026 annual meeting, the Company is decreasing the quorum requirement solely for the 2026 annual meeting.

The Bylaw Amendment is effective as of February 24, 2026. The above description of the Bylaw Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Bylaw Amendment, which is attached hereto as Exhibit 3.1. The full text of the complete bylaws as amended is attached hereto as Exhibit 3.2.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits

Exhibit Number        Description

3.1    Amendment No. 9 to Second Amended and Restated Bylaws of Ashford Hospitality Trust, Inc., as amended, adopted February 24, 2026

3.2    Second Amended and Restated Bylaws, as amended by Amendment No. 1 on October 26, 2014, by Amendment No. 2 on October 19, 2015, by Amendment No. 3 on August 2, 2016, by Amendment No. 4 on March 17, 2022, by Amendment No. 5 on February 23, 2023, by Amendment No. 6 on August 8, 2023, by Amendment No. 7 on February 27, 2024, by Amendment No. 8 on February 25, 2025 and by Amendment No. 9 on February 24, 2026, adopted on February 24, 2026

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: February 24, 2026			By:			/s/ Jim Plohg
						Jim Plohg
						Executive Vice President, General Counsel & Secretary

FAQ

What director change did Ashford Hospitality Trust (AHT) disclose?

Ashford Hospitality Trust disclosed that director Sonny Sra retired from its Board effective February 24, 2026, due to health reasons. The Board formally thanked him for his dedicated service and contributions, indicating this was a health-driven transition rather than a stated governance dispute or strategic shift.

How did Ashford Hospitality Trust (AHT) change its 2026 annual meeting quorum?

Ashford Hospitality Trust amended its bylaws so the quorum for the 2026 annual stockholder meeting is reduced from a majority to at least one-third of all votes entitled to be cast. This lower threshold is permitted under Maryland law and applies only to the 2026 meeting.

Why did Ashford Hospitality Trust (AHT) reduce the quorum for its 2026 meeting?

The company cited increasing ownership by retail shareholders and broker policies that prevent discretionary voting without retail instructions. These trends make it harder to reach a majority quorum, so reducing the requirement to one-third aims to help ensure the 2026 annual meeting can proceed as planned.

Is Ashford Hospitality Trust’s (AHT) bylaw quorum change permanent?

No. The amendment explicitly applies solely to the 2026 annual meeting of stockholders. After that meeting, the company’s quorum requirement reverts to its usual majority standard under its bylaws, so the lower one-third threshold is a limited, one-year governance adjustment.

When did Ashford Hospitality Trust’s (AHT) bylaw amendment become effective?

The Board adopted Amendment No. 9 to the Second Amended and Restated Bylaws effective February 24, 2026. That amendment immediately changed the quorum requirement only for the 2026 annual stockholder meeting, while leaving other bylaw provisions and future-year quorum standards unchanged.

Where can investors see the full text of Ashford Hospitality Trust’s (AHT) amended bylaws?

The complete text of Amendment No. 9 is filed as Exhibit 3.1, and the fully conformed Second Amended and Restated Bylaws, reflecting all nine amendments through February 24, 2026, are filed as Exhibit 3.2, allowing investors to review the detailed governance language.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-3.1 EX-3.1 4.4 KB
• EX-3.2 EX-3.2 140.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 18.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 33.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 19.6 KB