[8-K] ASHFORD HOSPITALITY TRUST INC Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Ashford Hospitality Trust, Inc. is advancing its portfolio optimization strategy by selling six hotels. It has closed sales of four properties for $252.5 million in gross proceeds, or $280,000 per key, and signed definitive agreements to sell two additional hotels.
For the four closed hotels, including anticipated capital expenditures of $57.6 million, the sale price reflects a 6.0% capitalization rate on net operating income and a 14.5x Hotel EBITDA multiple for the twelve months ended December 31, 2025. Excluding that capital spend, the metrics are a 7.4% cap rate and 11.8x EBITDA.
The pending sale of Lakeway Resort & Spa and Embassy Suites Dallas Near the Galleria totals $54.8 million, or $225,000 and $113,000 per key, respectively, and is expected to close by May 2026 subject to normal conditions. Management expects the six sales to reduce portfolio leverage, improve cash flow after debt service, and avoid more than $60 million of future capital expenditures, with most proceeds used to pay down mortgage debt.
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Negative
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Insights
Ashford reshapes its hotel portfolio, emphasizing deleveraging and capex relief.
Ashford Hospitality Trust is executing six hotel divestitures, with four already closed for $252.5 million in gross proceeds. Management highlights cap rates between 4.8% and 7.4% and EBITDA multiples from 11.8x to 16.2x based on 2025 performance, suggesting pricing anchored to recent operating results.
The company plans to direct the majority of proceeds toward paying down mortgage debt, while the transactions are expected to avoid more than $60 million of future capital expenditures. This combination of debt reduction and capex savings could ease pressure on cash flows and balance-sheet risk, especially in a capital-intensive hotel REIT model.
Two transactions, totaling $54.8 million, remain subject to normal closing conditions and may not close on the stated terms. Actual impact will depend on final proceeds, realized debt paydown, and how effectively remaining assets sustain or grow Hotel EBITDA beyond the twelve months ended December 31, 2025.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Closed hotel sale proceeds: $252.5 million gross
Future capex savings: More than $60 million
Closed sales cap rate (incl. capex): 6.0% cap rate
+4 more
7 metrics
Closed hotel sale proceeds
$252.5 million gross
Four hotels sold, $280,000 per key
Future capex savings
More than $60 million
Expected capex avoided from six hotel sales
Closed sales cap rate (incl. capex)
6.0% cap rate
Based on net operating income, twelve months ended Dec. 31, 2025
Closed sales EBITDA multiple (incl. capex)
14.5x Hotel EBITDA
Twelve months ended Dec. 31, 2025
Pending sales total price
$54.8 million
Lakeway Resort & Spa and Embassy Suites Dallas Near the Galleria
Pending sales cap rate (incl. capex)
4.8% cap rate
Based on net operating income, twelve months ended Dec. 31, 2025
Pending sales EBITDA multiple (incl. capex)
16.2x Hotel EBITDA
Twelve months ended Dec. 31, 2025
Key Terms
capitalization rate, Hotel EBITDA, definitive agreements, mortgage debt, +2 more
6 terms
capitalization rate financial
"the sale price represents a 6.0% capitalization rate on net operating income"
The capitalization rate is a percentage that helps investors estimate how much money a property or investment might generate relative to its value. It’s similar to a return rate, showing how quickly an investment could pay for itself over time. This rate helps compare different investments and assess their potential profitability.
Hotel EBITDA financial
"or a multiple of 14.5 times Hotel EBITDA for the twelve months ended"
Hotel EBITDA is the operating profit a hotel generates before deducting interest, taxes, depreciation and amortization, showing the cash earned from running the rooms, food and services without counting financing costs or accounting for building wear. Investors use it to compare how well different hotels or brands perform, estimate property value and judge whether a hotel can cover debt and pay owners — like looking at how much cash a store makes before paying rent, loans and replacing old equipment.
definitive agreements financial
"has entered into definitive agreements to sell an additional two hotels"
Definitive agreements are the final, legally binding contracts that set the exact terms of a corporate deal—such as a merger, acquisition, asset sale, or major financing. They matter to investors because signing them turns rough plans into concrete obligations that determine price, timing, required approvals and what happens if the deal falls through; think of them as the signed purchase contract in a house sale that makes the deal official and enforceable.
mortgage debt financial
"The majority of proceeds will be used to pay down mortgage debt"
A mortgage debt is a loan used to buy property where the building or land serves as collateral—if the borrower can’t keep up with payments, the lender can take the property. It matters to investors because widespread mortgage trouble can reduce consumer spending, raise bank losses and depress property values, while healthy mortgage markets support lending, homebuilding and local economic activity; think of it like a car loan but tied to a home that both secures and risks the loan.
real estate investment trust (REIT) financial
"Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing"
A real estate investment trust (REIT) is a company that owns, operates, or finances income-generating real estate like shopping malls, apartments, or office buildings. Investors buy shares of the REIT, making it easy for people to invest in real estate without buying property themselves, and it often pays regular dividends from the rent it collects.
forward-looking statements regulatory
"Certain statements and assumptions in this press release contain or are based upon "forward-looking" information"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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 9, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS employer identification number) | ||||||||||||
| (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:
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 | ||||||||||||
| New York Stock Exchange | ||||||||||||||
ITEM 7.01 REGULATION FD DISCLOSURE.
On April 9, 2026, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release to provide updates on several strategic transactions. The Company has successfully closed on the sale of four hotels and has entered into definitive agreements to sell an additional two hotels.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number Description
99.1 Press Release of the Company, dated April 9, 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: April 9, 2026 | By: | /s/ Jim Plohg | ||||||
Jim Plohg | ||||||||
| Executive Vice President, General Counsel & Secretary | ||||||||
EXHIBIT 99.1
NEWS RELEASE
| Contact: | Allison Beach | Joe Calabrese | ||||||
| Media Contact | Financial Relations Board | |||||||
| (972) 490-9600 | (212) 827-3772 | |||||||
ASHFORD HOSPITALITY TRUST CONTINUES STRATEGIC PORTFOLIO OPTIMIZATION THROUGH SALE OF SIX HOTELS
DALLAS, April 9, 2026 -- Ashford Hospitality Trust, Inc. (NYSE: AHT) (the “Company”) today announced that it has successfully closed on the sale of four hotels and has entered into definitive agreements to sell an additional two hotels. These six transactions are part of the Company’s ongoing strategy to optimize its portfolio through strategic asset sales. The majority of proceeds will be used to pay down mortgage debt, and together, these sales are expected to result in more than $60 million in future capital expenditure savings.
“We continue to aggressively refine our hotel portfolio through strategic divestitures,” said Stephen Zsigray, President and Chief Executive Officer. “We remain focused on maximizing shareholder value, and these sales accomplish all three of our strategic objectives: improved cash flow after debt service, significantly reduced future capital expenditure obligations, and lower portfolio leverage.”
Closed Transactions
The Company has successfully closed on the previously announced sales of Hilton St. Petersburg Bayfront and La Posada de Santa Fe, as well as Hilton Alexandria Old Town and Embassy Suites by Hilton Palm Beach Gardens PGA Boulevard. These transactions generated $252.5 million in gross proceeds, or $280,000 per key.
When adjusted for the Company’s anticipated capital expenditures of $57.6 million, the sale price represents a 6.0% capitalization rate on net operating income or a multiple of 14.5 times Hotel EBITDA for the twelve months ended December 31, 2025. Excluding the anticipated capital spend, the combined sale price represents a 7.4% capitalization rate on net operating income or a multiple of 11.8 times Hotel EBITDA for the twelve months ended December 31, 2025.
Pending Transactions
The Company has entered into definitive agreements to sell the 168-room Lakeway Resort & Spa for $37.8 million or $225,000 per key, and the 150-room Embassy Suites by Hilton Dallas Near the Galleria for $17.0 million or $113,000 per key.
These sales are expected to be completed by May 2026 and are subject to normal closing conditions. The Company provides no assurances that these sales will be completed on these terms or at all.
When adjusted for the Company’s anticipated combined capital expenditures of $2.5 million, the sale price represents a 4.8% capitalization rate on net operating income or a multiple of 16.2 times Hotel EBITDA for the twelve months ended December 31, 2025. Excluding the anticipated capital spend, the combined sale price represents a 5.0% capitalization rate on net operating income or a multiple of 15.5 times Hotel EBITDA for the twelve months ended December 31, 2025.
* * * * *
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.
2
Forward-Looking Statements
Certain statements and assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the federal securities regulations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: our business and investment strategy; anticipated or expected purchases, sales or dispositions of assets; our projected operating results; completion of any pending transactions; our ability to restructure existing property-level indebtedness; our ability to secure additional financing to enable us to operate our business; our understanding of our competition; projected capital expenditures; and the impact of technology on our operations and business. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. These and other risk factors are more fully discussed in the Company's filings with the SEC.
The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We will not publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise except to the extent required by law.
3
FAQ
What strategic actions did Ashford Hospitality Trust (AHT) announce in this 8-K?
Ashford Hospitality Trust announced it has closed the sale of four hotels and signed definitive agreements to sell two more. These six planned divestitures support its strategy to optimize the portfolio, reduce leverage, and improve cash flow after debt service.
How much did Ashford Hospitality Trust receive from the four closed hotel sales?
The four closed hotel sales generated $252.5 million in gross proceeds, or $280,000 per key. These transactions involved Hilton and Embassy Suites properties and were priced using 2025 net operating income and Hotel EBITDA as valuation benchmarks.
What are the financial terms of Ashford Hospitality Trust’s pending hotel sales?
Ashford agreed to sell Lakeway Resort & Spa for $37.8 million and Embassy Suites Dallas Near the Galleria for $17.0 million. That totals $54.8 million, equating to $225,000 and $113,000 per key, respectively, subject to normal closing conditions by May 2026.
How will Ashford Hospitality Trust use proceeds from these six hotel sales?
The company states that the majority of proceeds will be used to pay down mortgage debt. Management also expects the sales to lower portfolio leverage, improve cash flow after debt service, and avoid more than $60 million of future capital expenditures across the sold hotels.
What valuation metrics did Ashford disclose for the sold and pending hotels?
For the closed sales, including anticipated capital spend, pricing reflects a 6.0% cap rate and 14.5x Hotel EBITDA on 2025 results. Excluding that spend, cap rates are 7.4% with an 11.8x multiple. The pending deals show cap rates between 4.8% and 5.0% with EBITDA multiples above 15x.
What risks did Ashford Hospitality Trust highlight regarding the pending transactions?
The company noted the two pending hotel sales are expected to close by May 2026 but remain subject to normal closing conditions. It explicitly states there can be no assurances the transactions will be completed on the agreed terms or completed at all.