Ashford Hospitality (NYSE: AHT) nets $40.5M from Palm Beach hotel sale

Q: How did Ashford Hospitality Trust (AHT) use proceeds from the Embassy Suites sale?

Ashford Hospitality Trust paid approximately $40.0 million to the mortgage lender using sale proceeds. The mortgage loan had been secured by eleven hotels, including the Palm Beach property, so this repayment reduces indebtedness tied to the disposed hotel within the company’s capital structure.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ashford Hospitality Trust, Inc. completed the sale of the Embassy Suites by Hilton Palm Beach Gardens PGA Boulevard on April 7, 2026 for $41 million in cash, subject to customary adjustments. Exhibited pro forma data show total consideration of approximately $40.5 million in cash, net of selling expenses, with about $40.0 million paid to the mortgage lender.

The unaudited pro forma financial statements for the year ended December 31, 2025 remove the Palm Beach hotel’s assets, liabilities and results, and include an estimated non‑recurring gain on disposition of 21,760 (in thousands). Pro forma net loss attributable to common stockholders improves from 215,004 (in thousands) historically to 191,840 (in thousands).

Insights

Ashford Trust exits a non-core hotel, reduces debt, and shows improved pro forma earnings.

Ashford Hospitality Trust sold the 160-room Embassy Suites Palm Beach for $41 million in cash, with pro forma disclosure indicating about $40.5 million net proceeds and roughly $40.0 million used to repay a mortgage loan that was secured by eleven hotels.

The unaudited pro forma statements for the year ended December 31, 2025 strip out this hotel and record an estimated non-recurring gain of 21,760 (in thousands). This reduces pro forma net loss attributable to common stockholders from 215,004 (in thousands) to 191,840 (in thousands), highlighting the earnings impact of the sale, though the gain is explicitly described as preliminary.

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: $41 million cash Net cash consideration: $40.5 million Mortgage repayment: $40.0 million +4 more

7 metrics

Gross sale price $41 million cash Embassy Suites Palm Beach sale on April 7, 2026

Net cash consideration $40.5 million Approximate cash received, net of selling expenses

Mortgage repayment $40.0 million Paid to mortgage lender on loan secured by eleven hotels

Estimated gain on disposition 21,760 (in thousands) Non-recurring gain in unaudited 2025 pro forma results

Historical net loss to common 215,004 (in thousands) Net loss attributable to common stockholders, 2025 historical

Pro forma net loss to common 191,840 (in thousands) Net loss attributable to common stockholders, 2025 pro forma

Hotel rooms sold 160 rooms Embassy Suites Palm Beach property size

Key Terms

unaudited pro forma financial information, disposition of assets, variable interest entities (VIEs), noncontrolling interest, +1 more

5 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"

disposition of assets financial

"ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS."

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.

noncontrolling interest financial

"Noncontrolling interest in consolidated entities"

The portion of a business owned by investors other than the controlling owner when one company has control of another; it represents outside shareholders’ share of the subsidiary’s assets and profits. For investors, it matters because those outside claims reduce the amount of profit and net assets attributable to the parent owner — similar to saying part of a pizza belongs to someone else — and thus affects earnings, book value and valuation.

redeemable preferred stock financial

"Series J Redeemable Preferred Stock, $0.01 par value, 7,684,201 shares issued"

Understanding 8-K Material Events →

04/10/2026 - 05:01 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): April 7, 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 April 7, 2026, Palm Beach Florida Hotel and Office Building Limited Partnership, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Embassy Suites by Hilton Palm Beach Gardens PGA Boulevard located in Palm Beach Gardens, Florida pursuant to an Agreement of Purchase and Sale, dated as of February 25, 2026, by and between Palm Beach Florida Hotel and Office Building Limited Partnership, as seller, and PBG Embassy Partners, LLC, as purchaser, for $41 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: April 10, 2026	By:	/s/ Justin Coe
		Justin Coe
		Chief Accounting Officer

EXHIBIT 99.1

On April 7, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 160-room Palm Beach Gardens Embassy Suites PGA Blvd located in Palm Beach Gardens, Florida (“Embassy Suites Palm Beach”) for total consideration of approximately $40.5 million in cash, net of selling expenses. Additionally, the Company paid approximately $40.0 million to the mortgage lender. Prior to the sale, the mortgage loan was secured by eleven hotels including the Embassy Suites Palm Beach.

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 Palm Beach 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 Palm Beach 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 Palm Beach (B)		Adjustments			Ashford Trust Consolidated Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)	$	3,069,016	$	30,267	$	—		$	3,038,749
Accumulated depreciation ($(5,558) attributable to VIEs)	(983,772)		(11,591)		—			(972,181)
Investments in hotel properties, net ($77,229 attributable to VIEs)	2,085,244		18,676		—			2,066,568
Contract asset	355,138		—		—			355,138
Cash and cash equivalents ($468 attributable to VIEs)	66,145		325		40,536		(C) (i)	66,367
					11		(C) (i)
					(40,000)		(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		281		—			32,471
Inventories ($44 attributable to VIEs)	3,598		57		—			3,541
Notes receivable, net	12,187		—		—			12,187


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


Deferred costs, net ($80 attributable to VIEs)	1,529		100		—			1,429

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		301		—			31,756




Due from third-party hotel managers	25,667		—		—			25,667
Assets held for sale	18,478		—		—			18,478
Total assets	$	2,833,632	$	19,740	$	547		$	2,814,439
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,961 attributable to VIEs)	$	2,526,608	$	18,670	$	(21,332)	(C) (ii)	$	2,486,606
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		922		—			122,851
Accrued interest payable ($152 attributable to VIEs)	13,993		67		—			13,926
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		(36)		—			1,985
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		19,623		(21,332)			3,165,919
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		117		18,776		(C) (i)	2,402,015
					11		(C) (i)
					(18,670)		(C) (ii)
Accumulated deficit	(3,028,489)		—		21,760		(C) (i)	(3,006,727)
					2		(C) (ii)
Total stockholders’ equity (deficit) of the Company	(626,352)		117		21,879			(604,590)
Noncontrolling interest in consolidated entities	15,511		—		—			15,511
Total equity (deficit)	(610,841)		117		21,879			(589,079)
Total liabilities and equity/deficit	$	2,833,632	$	19,740	$	547		$	2,814,439

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 Palm Beach as of December 31, 2025.

(C)Represents adjustments for Ashford Trust’s disposition of Embassy Suites Palm Beach as of December 31, 2025, which includes: (i) an adjustment for the cash consideration received of approximately $40.5 million, net of selling expenses and cash received for hotel net working capital and (ii) the cash paid to repay the mortgage loan partially secured by Embassy Suites Palm Beach.

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 Palm Beach (B)		Adjustments			Ashford Trust Consolidated Pro Forma
REVENUE
Rooms	$	825,623	$	8,630	$	—		$	816,993
Food and beverage	207,588		733		—			206,855
Other hotel revenue	69,643		630		—			69,013
Total hotel revenue	1,102,854		9,993		—			1,092,861
Other	1,534		—		—			1,534
Total revenue	1,104,388		9,993		—			1,094,395
EXPENSES
Hotel operating expenses:
Rooms	198,106		1,868		—			196,238
Food and beverage	139,828		414		—			139,414
Other expenses	392,070		3,769		—			388,301
Management fees	38,264		302		—			37,962
Total hotel expenses	768,268		6,353		—			761,915
Property taxes, insurance and other	59,793		730		—			59,063
Depreciation and amortization	141,295		2,677		—			138,618

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		9,760		—			1,097,066
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties	79,799		—		21,760		(C) (i)	101,559
Gain (loss) on derecognition of assets	39,054		—		—			39,054
OPERATING INCOME (LOSS)	116,415		233		21,760			137,942
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)		(1,844)		—			(254,385)
Interest expense associated with hotels in receivership	(39,038)		—		—			(39,038)
Write-off of premiums, loan costs and exit fees	(8,853)		(127)		2		(C) (ii)	(8,724)
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)		(1,738)		21,762			(164,802)
Income tax (expense) benefit	143		—		—			143




NET INCOME (LOSS)	(188,159)		(1,738)		21,762			(164,659)
(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		—		(336)		(C) (iii)	2,926
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(179,839)		(1,738)		21,426			(156,675)
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)	$	(1,738)	$	21,426		$	(191,840)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	(35.99)						$	(32.11)
Weighted average common shares outstanding—basic	5,974							5,974
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	(35.99)						$	(32.11)
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 statement of operations of Embassy Suites Palm Beach for the year ended December 31, 2025.

(C)Represents adjustments for the Company’s sale of Embassy Suites Palm Beach, which includes: (i) the estimated non-recurring gain on the disposition of Embassy Suites Palm Beach for the year ended December 31, 2025; (ii) an adjustment for write off of loan costs; and (iii) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Embassy Suites Palm Beach, 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 Palm Beach 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 April 2026?

Ashford Hospitality Trust sold the 160-room Embassy Suites by Hilton Palm Beach Gardens PGA Boulevard in Palm Beach Gardens, Florida. The transaction removed the hotel’s assets, liabilities, and operating results from Ashford’s unaudited pro forma financial statements for the year ended December 31, 2025.

How much did Ashford Hospitality Trust (AHT) receive from the Palm Beach hotel sale?

Ashford Hospitality Trust agreed to sell the Palm Beach Embassy Suites for $41 million in cash, subject to customary prorations and adjustments. Pro forma disclosures state total consideration of approximately $40.5 million in cash, net of selling expenses and hotel working capital settlements with the buyer.

How did Ashford Hospitality Trust (AHT) use proceeds from the Embassy Suites sale?

Ashford Hospitality Trust paid approximately $40.0 million to the mortgage lender using sale proceeds. The mortgage loan had been secured by eleven hotels, including the Palm Beach property, so this repayment reduces indebtedness tied to the disposed hotel within the company’s capital structure.

What is the impact of the Embassy Suites sale on AHT’s pro forma earnings?

The unaudited pro forma statement shows an estimated non-recurring gain of 21,760 (in thousands) from the Embassy Suites sale. Pro forma net loss attributable to common stockholders improves from 215,004 (in thousands) historically to 191,840 (in thousands) for the year ended December 31, 2025.

Why did Ashford Hospitality Trust (AHT) include unaudited pro forma financial information?

Ashford Hospitality Trust included unaudited pro forma financial information to illustrate its balance sheet and results as if the Embassy Suites Palm Beach sale had occurred earlier. These schedules remove the hotel’s assets, liabilities, and operations and incorporate the preliminary non-recurring gain related to the disposition.

Is the gain on Ashford Hospitality Trust’s Palm Beach hotel sale final?

No. Ashford Hospitality Trust states that the pro forma gain and related tax effects from the Embassy Suites Palm Beach disposition are preliminary. The company notes that actual results may differ from the unaudited pro forma amounts presented for the year ended December 31, 2025.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 222.3 KB

Ashford Hospitality (NYSE: AHT) nets $40.5M from Palm Beach hotel sale

Rhea-AI Filing Summary

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