Ashford Hospitality (NYSE: AHT) exits Houston Embassy Suites asset

Rhea-AI Filing Summary

Ashford Hospitality Trust has sold the 150-room Embassy Suites Houston near the Galleria. An indirect subsidiary completed the sale on February 9, 2026 for $13.5 million in cash, subject to customary prorations and adjustments. Exhibit information states total consideration of approximately $13.1 million in cash net of selling expenses.

The Company also paid approximately $12.9 million to the mortgage lender on a loan secured by 14 hotels, including this property. Unaudited pro forma financial statements remove Embassy Suites Houston’s assets, liabilities, and results, and include a preliminary, non‑recurring gain on the disposition.

On this basis, pro forma net loss attributable to common stockholders is $76.145 million for 2024 and $135.170 million for the nine months ended September 30, 2025, illustrating the business without this hotel.

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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 9, 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 February 9, 2026, New Houston Hotel Limited Partnership, an indirect subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Embassy Suites Houston Near the Galleria located in Houston, Texas pursuant to an Agreement of Purchase and Sale, dated as of November 11, 2025, by and between New Houston Hotel Limited Partnership and Ashford Austin LP, collectively as seller, and Galleria Lodging, LP and Arboretum Lodging, collectively as purchaser, for $13.5 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 nine months ended September 30, 2025 and the year ended December 31, 2024, 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.

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 12, 2026			By:			/s/ Deric S. Eubanks
						Deric S. Eubanks
						Chief Financial Officer

EXHIBIT 99.1

On February 9, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 150-room Embassy Suites Houston located in Houston, Texas (“Embassy Suites Houston”) for total consideration of approximately $13.1 million in cash, net of selling expenses. Additionally, the Company paid approximately $12.9 million to the mortgage lender. The mortgage loan is secured by 14 hotels including the Embassy Suites Houston.

The following unaudited pro forma financial information of the Company, as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024 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 September 30, 2025. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2024, and the nine months ended September 30, 2025, assumes the disposition closed on January 1, 2024. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of Embassy Suites Houston 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 Houston 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

September 30, 2025

(in thousands, except share and per share amounts)

			Ashford Trust Consolidated Historical (A)						Embassy Suites Houston (B)						Adjustments						Ashford Trust Consolidated Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)			$	3,207,483					$	15,285					$	—					$	3,192,198
Accumulated depreciation ($(4,522) attributable to VIEs)			(1,012,304)						(7,145)						—						(1,005,159)
Investments in hotel properties, net ($78,265 attributable to VIEs)			2,195,179						8,140						—						2,187,039
Contract asset			380,160						—						—						380,160
Cash and cash equivalents ($634 attributable to VIEs)			81,903						164						13,084			(C) (i)			81,344
															(569)			(C) (i)
															(12,910)			(C) (ii)
Restricted cash ($4,677 attributable to VIEs)			164,219						—						—						164,219
Accounts receivable ($188 attributable to VIEs), net of allowance of $789			42,100						76						—						42,024
Inventories ($43 attributable to VIEs)			3,747						21						—						3,726
Notes receivable, net			11,784						—						—						11,784
Investments in unconsolidated entities			7,331						—						—						7,331
Deferred costs, net ($81 attributable to VIEs)			1,669						7						—						1,662
Derivative assets			1,022						—						—						1,022
Operating lease right-of-use assets			43,585						—						—						43,585
Prepaid expenses and other assets ($62 attributable to VIEs)			27,367						102						—						27,265
Due from third-party hotel managers			26,920						—						—						26,920
Assets held for sale			21,450						—						—						21,450
Total assets			$	3,008,436					$	8,510					$	(395)					$	2,999,531
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($16,007 attributable to VIEs)			$	2,610,256					$	12,933					$	—					$	2,597,323
Debt associated with hotels in receivership			301,040						—						—						301,040
Finance lease liability			17,540						—						—						17,540
Accounts payable and accrued expenses ($16,042 attributable to VIEs)			146,617						808						—						145,809
Accrued interest payable ($147 attributable to VIEs)			13,600						145						—						13,455
Accrued interest associated with hotels in receivership			79,120						—						—						79,120
Dividends and distributions payable			4,220						—						—						4,220
Due to Ashford Inc., net			16,080						—						—						16,080
Due to related parties, net ($3,598 attributable to VIEs)			7,177						(21)						—						7,198
Due to third-party hotel managers			1,042						—						—						1,042
Operating lease liabilities			44,077						—						—						44,077
Other liabilities ($28,870 attributable to VIEs)			38,055						—						—						38,055
Liabilities related to assets held for sale			29,236						—						—						29,236
Total liabilities			3,308,060						13,865						—						3,294,195
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership			21,209						—						—						21,209
Series J Redeemable Preferred Stock, $0.01 par value, 7,672,142 shares issued and outstanding at September 30, 2025			178,743						—						—						178,743
Series K Redeemable Preferred Stock, $0.01 par value, 737,805 shares issued and outstanding at September 30, 2025			18,348						—						—						18,348
Series L Redeemable Preferred Stock, $0.01 par value, 195,976 shares issued and outstanding at September 30, 2025			4,463						—						—						4,463
Series M Redeemable Preferred Stock, $0.01 par value, 433,601 shares issued and outstanding at September 30, 2025			10,501						—						—						10,501
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 September 30, 2025			11						—						—						11
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at September 30, 2025			10						—						—						10
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at September 30, 2025			15						—						—						15
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at September 30, 2025			10						—						—						10
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at September 30, 2025			11						—						—						11
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,186,482 shares issued and outstanding at September 30, 2025			62						—						—						62
Additional paid-in capital			2,400,801						(5,355)						8,147			(C) (i)			2,400,801
															(569)			(C) (i)
															(12,933)			(C) (ii)
Accumulated deficit			(2,949,658)						—						4,937			(C) (i)			(2,944,698)
															23			(C) (ii)
Total stockholders’ equity (deficit) of the Company			(548,738)						(5,355)						(395)						(543,778)
Noncontrolling interest in consolidated entities			15,850						—						—						15,850
Total equity (deficit)			(532,888)						(5,355)						(395)						(527,928)
Total liabilities and equity/deficit			$	3,008,436					$	8,510					$	(395)					$	2,999,531

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 September 30, 2025, as reported in its Quarterly Report on Form 10-Q, filed on November 13, 2025.

(B)Represents the removal of the historical balance sheet of Embassy Suites Houston as of September 30, 2025.

(C)Represents adjustments for Ashford Trust’s disposition of Embassy Suites Houston as of September 30, 2025, which includes: (i) an adjustment for the cash consideration received of approximately $13.1 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 Houston.

3

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2024

(in thousands, except share and per share amounts)

			Ashford Trust Consolidated Historical (A)						Embassy Suites Houston (B)						Adjustments																								Ashford Trust Consolidated Pro Forma
REVENUE
Rooms			$	889,753					$	5,915					$	—																							$	883,838
Food and beverage			212,581						283						—																								212,298
Other hotel revenue			67,800						237						—																								67,563
Total hotel revenue			1,170,134						6,435						—																								1,163,699
Other			2,325						—						—																								2,325
Total revenue			1,172,459						6,435						—																								1,166,024
EXPENSES
Hotel operating expenses:
Rooms			209,569						1,517						—																								208,052
Food and beverage			145,304						364						—																								144,940
Other expenses			418,077						2,914						—																								415,163
Management fees			42,406						209						—																								42,197
Total hotel expenses			815,356						5,004						—																								810,352
Property taxes, insurance and other			64,103						535						—																								63,568
Depreciation and amortization			152,776						831						—																								151,945
Impairment charges			59,331						—						—																								59,331
Advisory services fee			58,606						—						—																								58,606
Corporate, general and administrative			24,662						—						—																								24,662
Total operating expenses			1,174,834						6,370						—																								1,168,464
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties			94,406						—						4,937																					(C) (i)			99,343
Gain (loss) on derecognition of assets			167,177						—						—																								167,177
OPERATING INCOME (LOSS)			259,208						65						4,937																								264,080
Equity in earnings (loss) of unconsolidated entities			(2,370)						—						—																								(2,370)
Interest income			6,942						—						—																								6,942
Other income (expense)			108						—						—																								108
Interest expense and amortization of discounts and loan costs			(273,359)						(1,546)						—																								(271,813)
Interest expense associated with hotels in receivership			(45,592)						—						—																								(45,592)
Write-off of premiums, loan costs and exit fees			(5,245)						(2)						23																					(C) (ii)			(5,220)
Gain (loss) on extinguishment of debt			2,774						—						—																								2,774
Realized and unrealized gain (loss) on derivatives			(6,480)						—						—																								(6,480)
INCOME (LOSS) BEFORE INCOME TAXES			(64,014)						(1,483)						4,960																								(57,571)
Income tax (expense) benefit			(997)						—						—																								(997)
NET INCOME (LOSS)			(65,011)						(1,483)						4,960																								(58,568)
(Income) loss attributable to noncontrolling interest in consolidated entities			4,028						—						—																								4,028
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership			683						—						(66)																					(C) (iii)			617
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY			(60,300)						(1,483)						4,894																								(53,923)
Preferred dividends			(22,686)						—						—																								(22,686)
Deemed dividends on redeemable preferred stock			(2,906)						—						—																								(2,906)
Gain (loss) on extinguishment of preferred stock			3,370						—						—																								3,370
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS			$	(82,522)					$	(1,483)					$	4,894																							$	(76,145)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders			$	(17.54)																																			$	(16.18)
Weighted average common shares outstanding—basic			4,706																																				4,706
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders			$	(17.54)																																			$	(16.18)
Weighted average common shares outstanding—diluted			4,706																																				4,706

See accompanying notes.

4

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Nine Months Ended September 30, 2025

(in thousands, except share and per share amounts)

			Ashford Trust Consolidated Historical (A)						Embassy Suites Houston (B)												Adjustments						Ashford Trust Consolidated Pro Forma
REVENUE
Rooms			$	635,420					$	3,825											$	—					$	631,595
Food and beverage			155,787						215												—						155,572
Other hotel revenue			53,064						294												—						52,770
Total hotel revenue			844,271						4,334												—						839,937
Other			1,150						—												—						1,150
Total revenue			845,421						4,334												—						841,087
EXPENSES
Hotel operating expenses:
Rooms			149,786						1,178												—						148,608
Food and beverage			104,454						226												—						104,228
Other expenses			296,979						1,915												—						295,064
Management fees			29,357						160												—						29,197
Total hotel expenses			580,576						3,479												—						577,097
Property taxes, insurance and other			48,495						416												—						48,079
Depreciation and amortization			107,204						567												—						106,637
Impairment charges			19,821						—												—						19,821
Advisory services fee			34,112						—												—						34,112
Corporate, general and administrative			17,120						—												—						17,120
Total operating expenses			807,328						4,462												—						802,866
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties			55,305						—												—						55,305
Gain (loss) on derecognition of assets			29,649						—												—						29,649
OPERATING INCOME (LOSS)			123,047						(128)												—						123,175
Equity in earnings (loss) of unconsolidated entities			(258)						—												—						(258)
Interest income			3,666						—												—						3,666
Interest expense and amortization of discounts and loan costs			(200,368)						(1,325)												—						(199,043)
Interest expense associated with hotels in receivership			(29,632)						—												—						(29,632)
Write-off of premiums, loan costs and exit fees			(8,361)						(101)												—						(8,260)
Gain (loss) on extinguishment of debt			43						—												—						43
Realized and unrealized gain (loss) on derivatives			(4,804)						—												—						(4,804)
INCOME (LOSS) BEFORE INCOME TAXES			(116,667)						(1,554)												—						(115,113)
Income tax (expense) benefit			(695)						—												—						(695)
NET INCOME (LOSS)			(117,362)						(1,554)												—						(115,808)
(Income) loss attributable to noncontrolling interest in consolidated entities			4,719						—												—						4,719
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership			2,127						—												(23)			(C) (iii)			2,104
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY			(110,516)						(1,554)												(23)						(108,985)
Preferred dividends			(20,921)						—												—						(20,921)
Deemed dividends on redeemable preferred stock			(5,264)						—												—						(5,264)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS			$	(136,701)					$	(1,554)											$	(23)					$	(135,170)
INCOME (LOSS) PER SHARE - BASIC:
Income (loss) attributable to common stockholders			$	(23.38)																							$	(23.12)
Weighted average common shares outstanding—basic			5,847																								5,847
INCOME (LOSS) PER SHARE - DILUTED:
Income (loss) attributable to common stockholders			$	(23.38)																							$	(23.12)
Weighted average common shares outstanding—diluted			5,847																								5,847

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, 2024, as reported in its Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 21, 2025 and the historical consolidated statement of operations of Ashford Trust for the nine months ended September 30, 2025, as reported in its Quarterly Report on Form 10-Q, filed on November 13, 2025.

(B)Represents the removal of the historical consolidated statements of operations of Embassy Suites Houston for the year ended December 31, 2024, and the nine months ended September 30, 2025.

(C)Represents adjustments for the Company’s sale of Embassy Suites Houston, which includes: (i) the estimated non-recurring gain on the disposition of Embassy Suites Houston for the year ended December 31, 2024; (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 Houston, including the estimated non-recurring gain for the year ended December 31, 2024, based on an ownership percentage of 1.02% for the year ended December 31, 2024 and 1.49% for the nine months ended September 30, 2025. There is no estimated tax effect of the hotel no longer being part of the consolidated group for the year ended December 31, 2024 and the nine months ended September 30, 2025. The pro forma gain resulting from the disposition of Embassy Suites Houston 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 Houston?

Ashford Hospitality Trust sold the 150-room Embassy Suites Houston near the Galleria in Houston, Texas. The property was owned through an indirect subsidiary and is removed from the company’s balance sheet and results in the pro forma financial information.

How much cash did Ashford Hospitality Trust (AHT) receive from the Houston hotel sale?

The sale was completed for $13.5 million in cash, subject to customary prorations and adjustments. Exhibit information shows total consideration of about $13.1 million in cash net of selling expenses and hotel working capital, which forms the basis for the pro forma adjustments.

What debt repayment is associated with Ashford Hospitality Trust’s Houston hotel sale?

In connection with selling Embassy Suites Houston, Ashford Hospitality Trust paid approximately $12.9 million to the mortgage lender. The related mortgage loan is secured by 14 hotels, including this property, and the repayment is reflected in the unaudited pro forma balance sheet adjustments.

How does the Houston hotel sale affect Ashford Hospitality Trust’s 2024 pro forma results?

After removing Embassy Suites Houston and recording a preliminary non-recurring gain, pro forma net loss attributable to common stockholders for 2024 is $76.145 million. This figure illustrates Ashford Hospitality Trust’s performance as if the hotel had been sold at the start of 2024.

What are Ashford Hospitality Trust’s pro forma results for the nine months ended September 30, 2025?

For the nine months ended September 30, 2025, pro forma net loss attributable to common stockholders is $135.170 million. The pro forma statement assumes the Embassy Suites Houston sale occurred on January 1, 2024 and removes that property’s revenue, expenses, and related noncontrolling interest allocations.

Is the gain on Ashford Hospitality Trust’s Houston hotel sale recurring?

No, the gain related to the sale of Embassy Suites Houston is described as non-recurring and preliminary. The unaudited pro forma financial information highlights that the gain and related tax effects may change, and there are no other non-recurring items tied to this transaction.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 316.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 18.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 32.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 19.0 KB