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Ashford Trust (NYSE: AHT) sells Austin Hilton Garden Inn for $26.85M

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

Rhea-AI Filing Summary

Ashford Hospitality Trust completed the sale of the 254-room Hilton Garden Inn Austin Downtown in Austin, Texas. The hotel was sold by a wholly owned subsidiary for $26.85 million in cash, subject to customary prorations and adjustments. Exhibit 99.1 shows the transaction generated approximately $26.4 million in cash proceeds net of selling expenses, and the Company paid about $25.7 million to the mortgage lender on a loan secured by 17 hotels including this property. Unaudited pro forma financials remove HGI Austin’s assets, liabilities and results, and include a preliminary non-recurring gain on the disposition. On a pro forma basis, net loss attributable to common stockholders is $205.2 million for 2025 and $48.8 million for the three months ended March 31, 2026.

Positive

  • None.

Negative

  • None.
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.
Hotel sale price $26.85 million cash Gross consideration for Hilton Garden Inn Austin Downtown
Net cash proceeds $26.4 million cash Pro forma cash consideration received, net of selling expenses and working capital
Mortgage repayment $25.7 million Amount paid to mortgage lender on loan secured by 17 hotels
2025 pro forma revenue $1,094,103k Total revenue year ended December 31, 2025, pro forma
2025 pro forma net loss to common $205,187k Net loss attributable to common stockholders, year ended December 31, 2025
Q1 2026 pro forma revenue $264,690k Total revenue for three months ended March 31, 2026, pro forma
Q1 2026 pro forma net loss to common $48,816k Net loss attributable to common stockholders, three months ended March 31, 2026
Pro forma gain adjustment $5,172k Non-recurring gain on disposition of HGI Austin in 2025 pro forma
unaudited pro forma financial information financial
"The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of HGI Austin"
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"
derivative assets financial
"Derivative assets | 1,212"
Derivative assets are financial contracts whose value is tied to the price or performance of another asset, like a stock, bond, commodity, interest rate, or index — think of them as a bet or an insurance policy on how that underlying item will move. They matter to investors because they let you hedge risk, gain exposure with less capital, or speculate on price swings, but they can also magnify losses and create liquidity or counterparty risk if the other party can’t meet obligations.
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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): June 18, 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 June 18, 2026, HH Austin Hotel Associates, L.P., an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Hilton Garden Inn Austin Downtown located in Austin, Texas pursuant to an Agreement of Purchase and Sale, dated as of April 30, 2026, by and between HH Austin Hotel Associates, L.P, as seller, and JMIR Acquisitions, LLC, as purchaser, for $26.85 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: June 23, 2026By:/s/ Justin Coe
Justin Coe
Chief Accounting Officer


EXHIBIT 99.1
On June 18, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 254-room Hilton Garden Inn Austin Downtown located in Austin, Texas (“HGI Austin”) for total consideration of approximately $26.4 million in cash, net of selling expenses. Additionally, the Company paid approximately $25.7 million to the mortgage lender. The mortgage loan is secured by 17 hotels including HGI Austin.
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 HGI Austin 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 HGI Austin 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)		HGI Austin (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)$2,617,922 $24,775 $— $2,593,147 
Accumulated depreciation ($(6,594) attributable to VIEs)(810,924)(994)— (809,930)
Investments in hotel properties, net ($76,193 attributable to VIEs)1,806,998 23,781 — 1,783,217 
Contract asset335,979 — — 335,979 
Cash and cash equivalents ($1,011 attributable to VIEs)78,042 1,570 26,432 (C) (i)76,752 
(447)(C) (i)
(25,705)(C) (ii)
Restricted cash ($4,203 attributable to VIEs)141,203 — — 141,203 
Accounts receivable ($170 attributable to VIEs), net of allowance of $43543,426 180 — 43,246 
Inventories ($34 attributable to VIEs)3,106 30 — 3,076 
Notes receivable, net12,486 — — 12,486 
Investments in unconsolidated entities7,063 — — 7,063 
Deferred costs, net ($79 attributable to VIEs)1,210 54 — 1,156 
Derivative assets1,212 — — 1,212 
Operating lease right-of-use assets41,035 2,968 — 38,067 
Prepaid expenses and other assets ($153 attributable to VIEs)53,235 219 — 53,016 
Due from third-party hotel managers24,535 — — 24,535 
Assets held for sale55,779 — — 55,779 
Total assets$2,605,309 $28,802 $280 $2,576,787 
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,910 attributable to VIEs)$2,287,163 $25,705 $— $2,261,458 
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 1,989 — 138,848 
Accrued interest payable ($151 attributable to VIEs)31,787 — — 31,787 
Accrued interest associated with hotels in receivership83,979 299 — 83,680 
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)12,319 158 — 12,161 
Due to third-party hotel managers1,306 — — 1,306 
Operating lease liabilities44,042 5,543 — 38,499 
Other liabilities ($28,919 attributable to VIEs)36,695 — — 

36,695 
Liabilities related to assets held for sale66,613 — — 66,613 
Total liabilities3,044,043 33,694 — 3,010,349 
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 (4,892)21,260 (C) (i)2,402,044 
(447)(C) (i)
(25,705)(C) (ii)
Accumulated deficit(3,097,325)— 5,172 (C) (i)(3,092,153)
Total stockholders’ equity (deficit) of the Company(695,159)(4,892)280 (689,987)
Noncontrolling interest in consolidated entities14,856 — — 14,856 
Total equity (deficit)(680,303)(4,892)280 (675,131)
Total liabilities and equity/deficit$2,605,309 $28,802 $280 $2,576,787 
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 HGI Austin as of March 31, 2026.
(C)Represents adjustments for Ashford Trust’s disposition of HGI Austin as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $26.4 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 HGI Austin.
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)		HGI Austin (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$825,623 $8,605 $— $817,018 
Food and beverage207,588 585 — 207,003 
Other hotel revenue69,643 1,095 — 68,548 
Total hotel revenue1,102,854 10,285 — 1,092,569 
Other1,534 — — 1,534 
Total revenue1,104,388 10,285 — 1,094,103 
EXPENSES
Hotel operating expenses:
Rooms198,106 1,745 — 196,361 
Food and beverage139,828 559 — 139,269 
Other expenses392,070 4,332 — 387,738 
Management fees38,264 324 — 37,940 
Total hotel expenses768,268 6,960 — 761,308 
Property taxes, insurance and other59,793 657 — 59,136 
Depreciation and amortization141,295 1,804 — 139,491 
Impairment charges67,648 — — 67,648 
Advisory services fee49,039 — — 49,039 
Corporate, general and administrative20,783 — — 20,783 
Total operating expenses1,106,826 9,421 — 1,097,405 
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
79,799 — 5,172 (C) (i)84,971 
Gain (loss) on derecognition of assets39,054 — — 39,054 
OPERATING INCOME (LOSS)116,415 864 5,172 120,723 
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)(5,504)— (250,725)
Interest expense associated with hotels in receivership(39,038)— — (39,038)
Write-off of premiums, loan costs and exit fees(8,853)(147)— (8,706)
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)(4,787)5,172 (178,343)
Income tax (expense) benefit143 — — 143 
NET INCOME (LOSS)(188,159)(4,787)5,172 (178,200)
(Income) loss attributable to noncontrolling interest in consolidated entities5,058 — — 5,058 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership3,262 — (142)(C) (iii)3,120 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(179,839)(4,787)5,030 (170,022)
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)$(4,787)$5,030 $(205,187)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(35.99)$(34.35)
Weighted average common shares outstanding—basic5,974 5,974 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(35.99)$(34.35)
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)		HGI Austin (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$200,025 $2,534 $— $197,491 
Food and beverage51,570 198 — 51,372 
Other hotel revenue15,983 310 — 15,673 
Total hotel revenue267,578 3,042 — 264,536 
Other154 — — 154 
Total revenue267,732 3,042 — 264,690 
EXPENSES
Hotel operating expenses:
Rooms46,190 444 — 45,746 
Food and beverage34,383 153 — 34,230 
Other expenses91,273 1,383 — 89,890 
Management fees9,284 89 — 9,195 
Total hotel expenses181,130 2,069 — 179,061 
Property taxes, insurance and other14,894 258 — 14,636 
Depreciation and amortization32,006 482 — 31,524 
Impairment charges112,649 21,645 — 91,004 
Advisory services fee20,023 — — 20,023 
Corporate, general and administrative1,602 — — 1,602 
Total operating expenses362,304 24,454 — 337,850 
Gain (loss) on disposition of assets and hotel properties100,030 — — 100,030 
Gain (loss) on derecognition of assets7,790 — — 7,790 
OPERATING INCOME (LOSS)13,248 (21,412)— 34,660 
Equity in earnings (loss) of unconsolidated entities(202)— — (202)
Interest income922 — — 922 
Other income (expense)3,223 — — 3,223 
Interest expense and amortization of discounts and loan costs(73,554)(1,104)— (72,450)
Interest expense associated with hotels in receivership(7,820)— — (7,820)
Write-off of premiums, loan costs and exit fees(1,254)(34)— (1,220)
Gain (loss) on extinguishment of debt(25)— — (25)
Realized and unrealized gain (loss) on derivatives757 — — 757 
INCOME (LOSS) BEFORE INCOME TAXES(64,705)(22,550)— (42,155)
Income tax (expense) benefit(752)— 43 (C) (ii)(709)
NET INCOME (LOSS)(65,457)(22,550)43 (42,864)
(Income) loss attributable to noncontrolling interest in consolidated entities655 — — 655 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership1,030 — (323)(C) (iii)707 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(63,772)(22,550)(280)(41,502)
Preferred dividends(2,714)— — (2,714)
Deemed dividends on redeemable preferred stock(4,600)— — (4,600)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$(71,086)$(22,550)$(280)$(48,816)
INCOME (LOSS) PER SHARE - BASIC:
Income (loss) attributable to common stockholders$(11.03)$(7.58)
Weighted average common shares outstanding—basic6,442 6,442 
INCOME (LOSS) PER SHARE - DILUTED:
Income (loss) attributable to common stockholders$(11.03)$(7.58)
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 HGI Austin for the year ended December 31, 2025 and the three months ended March 31, 2026.
(C)Represents adjustments for the Company’s sale of HGI Austin, which includes: (i) the estimated non-recurring gain on the disposition of HGI Austin for the year ended December 31, 2025; (ii) 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 (iii) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of HGI Austin, 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 HGI Austin is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
6

Source: View Original Filing on SEC EDGAR

FAQ

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

Ashford Hospitality Trust sold the 254-room Hilton Garden Inn Austin Downtown in Austin, Texas. The sale was completed by an indirect wholly owned subsidiary under an April 30, 2026 purchase and sale agreement.

How much did Ashford Hospitality Trust (AHT) receive for the Hilton Garden Inn Austin?

The hotel was sold for $26.85 million in cash, subject to customary prorations and adjustments. Pro forma information notes approximately $26.4 million of cash proceeds net of selling expenses and working capital adjustments.

How were the sale proceeds of the Hilton Garden Inn Austin used by AHT?

Ashford Hospitality Trust paid approximately $25.7 million to the mortgage lender from the sale. The mortgage loan was secured by 17 hotels, including the Hilton Garden Inn Austin Downtown property that was sold.

What pro forma financial information did Ashford Hospitality Trust (AHT) provide?

The company provided unaudited pro forma balance sheet and income statements as of March 31, 2026 and for 2025. These remove HGI Austin’s assets, liabilities and results and include a preliminary non-recurring gain on the disposition.

How did the sale affect AHT’s pro forma 2025 net loss to common stockholders?

On a pro forma basis for 2025, net loss attributable to common stockholders is $205.187 million. This reflects the exclusion of HGI Austin’s operations and a preliminary gain from the sale.

What is AHT’s pro forma net loss for Q1 2026 after the HGI Austin sale?

For the three months ended March 31, 2026, pro forma net loss attributable to common stockholders is $48.816 million. This figure removes HGI Austin’s Q1 2026 results and incorporates related disposition adjustments.

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