Ashford Hospitality Trust (AHT) outlines hotel sales to cut debt and capex

Rhea-AI Filing Summary

Ashford Hospitality Trust outlined several hotel asset sales that support its plan to reduce debt, boost liquidity, and improve cash flow. The company signed definitive agreements to sell La Posada de Santa Fe Resort & Spa for $57.5 million and the 333-room Hilton St. Petersburg Bayfront for $96 million, both expected to close in March 2026 subject to normal conditions. It also closed the previously announced sales of two Embassy Suites hotels totaling 300 rooms, generating $27 million in gross proceeds. Across all four sales, the company cites more than $2 million in expected annual cash flow improvement and $55.5 million in future capital expenditure savings, reflecting strong buyer demand and management’s focus on deleveraging.

Insights

REIT and real estate capital structure analyst

Ashford Hospitality Trust pursues hotel sales to cut leverage and capex.

Ashford Hospitality Trust is using selective hotel dispositions to reshape its balance sheet. Two pending sales total $57.5 million and $96 million, while two Embassy Suites sales have already closed for $27 million in gross proceeds, highlighting active buyer interest in its upper-upscale assets.

Management emphasizes that proceeds are primarily directed to retiring debt, which can reduce interest expense while also avoiding significant planned capital expenditures. The company quantifies expected benefits from these four transactions as more than $2 million in annual cash flow improvement and $55.5 million in future capital expenditure savings based on current mortgage interest rates.

The deals remain subject to customary closing conditions where not yet completed, and the company notes there is no assurance pending sales will close on the stated terms. Future disclosures will show how many additional assets are sold and how these moves affect leverage, interest costs, and portfolio composition over subsequent reporting periods.

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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 7.01    REGULATION FD DISCLOSURE.

On February 24, 2026, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release to provide updates on several strategic transactions. The Company has entered into definitive agreements to sell two properties and has successfully closed on the sales of two previously disclosed transactions.

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 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

EXHIBIT 99.1

NEWS RELEASE

Contact:			Deric Eubanks			Allison Beach			Joe Calabrese
			Chief Financial Officer			Media Contact			Financial Relations Board
			(972) 490-9600			(972) 490-9600			(212) 827-3772

ASHFORD HOSPITALITY TRUST SEES STRONG BUYER DEMAND IN MULTIPLE HOTEL TRANSACTIONS AND CLOSINGS

DALLAS, February 24, 2026 -- Ashford Hospitality Trust, Inc. (NYSE: AHT) (the “Company”) today provided updates on several strategic transactions, highlighting robust buyer demand and significant market activity across its portfolio of upper-upscale hotels. The Company has entered into definitive agreements to sell two properties and has successfully closed on the sales of two previously disclosed transactions.

The Company has received strong interest from buyers on multiple assets, demonstrating the underlying value in its portfolio. These activities support the Company’s ongoing strategy to deleverage, increase liquidity, and improve cash flow.

“We continue to see depth in buyer interest across our portfolio result in strong asset valuations,” said Stephen Zsigray, President and Chief Executive Officer. “Strategic sales continue to be a core component of our plan to reduce leverage and improve cash flow via interest expense and capital expenditure relief. Proceeds from these transactions are primarily used to retire debt, positioning the Company for long-term value creation.”

La Posada de Santa Fe Resort & Spa

The agreement for the 157-room La Posada de Santa Fe Resort & Spa is for $57.5 million or $364,000 per key. The sale is expected to be completed in March 2026 and is subject to normal closing conditions. The Company provides no assurances that the sale will be completed on these terms or at all.

When adjusted for the Company's anticipated capital expenditures of $18 million, the sale price represents a 5.9% capitalization rate on net operating income or a multiple of 15.1 times Hotel EBITDA for the twelve months ended December 31, 2025. Excluding the anticipated capital spend, the combined sale price represents a 7.8% capitalization rate on net operating income or a multiple of 11.5 times Hotel EBITDA for the twelve months ended December 31, 2025.

Hilton St. Petersburg Bayfront

The agreement for the 333-room Hilton St. Petersburg Bayfront is for $96 million or $288,000 per key. The sale is expected to be completed in March 2026 and is subject to normal closing conditions. The Company provides no assurances that the sale will be completed on these terms or at all.

When adjusted for the Company's anticipated capital expenditures of $23 million, the sale price represents a 5.5% capitalization rate on net operating income or a multiple of 16.1 times Hotel EBITDA for the twelve months ended December 31, 2025. Excluding the anticipated capital spend, the combined sale price represents a 6.8% capitalization rate on net operating income or a multiple of 13.0 times Hotel EBITDA for the twelve months ended December 31, 2025.

Closed Transactions: Embassy Suites by Hilton Houston Near the Galleria and Embassy Suites by Hilton Austin Arboretum

Ashford Trust has successfully closed on the previously announced sales of the Embassy Suites by Hilton Houston Near the Galleria and the Embassy Suites by Hilton Austin Arboretum, representing 300 rooms. These transactions generated $27 million in gross proceeds, or $90,000 per key.

When adjusted for the Company's anticipated capital expenditures of $14.5 million, the sale price represents a 1.7% capitalization rate on net operating income or a multiple of 34.5 times Hotel EBITDA for the twelve months ended December 31, 2025. Excluding the anticipated capital spend, the combined sale price represents a 2.7% capitalization rate on net operating income or a multiple of 22.5 times Hotel EBITDA for the twelve months ended December 31, 2025.

Together, these four sales are expected to contribute to more than $2 million in annual cash flow improvement and $55.5 million in future capital expenditure savings based on current mortgage interest rates.

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* * * * *

Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.

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.

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FAQ

What strategic moves did Ashford Hospitality Trust (AHT) announce in this update?

Ashford Hospitality Trust announced agreements to sell two hotels and the closing of two previously disclosed hotel sales. These transactions are part of a broader strategy to deleverage, raise liquidity, and enhance cash flow while taking advantage of strong buyer demand for its upper-upscale hotel portfolio.

Which hotel properties is Ashford Hospitality Trust (AHT) selling and for how much?

Ashford plans to sell the 157-room La Posada de Santa Fe Resort & Spa for $57.5 million and the 333-room Hilton St. Petersburg Bayfront for $96 million. Both transactions are expected to close in March 2026, subject to normal closing conditions and completion on the agreed terms.

What hotel sales has Ashford Hospitality Trust (AHT) already closed?

Ashford has closed the previously announced sales of the Embassy Suites by Hilton Houston Near the Galleria and the Embassy Suites by Hilton Austin Arboretum. These two assets, totaling 300 rooms, generated $27 million in gross proceeds, or $90,000 per key, reinforcing active transaction activity in its portfolio.

How will these hotel transactions affect Ashford Hospitality Trust’s (AHT) cash flow and capex?

For the four transactions discussed, Ashford expects more than $2 million in annual cash flow improvement and $55.5 million in future capital expenditure savings. These projected benefits stem from debt retirement, lower interest expense, and avoided renovation spending associated with the sold properties.

What is the strategic goal behind Ashford Hospitality Trust’s (AHT) asset sales?

The company states that strategic hotel sales are a core part of its plan to reduce leverage, increase liquidity, and improve cash flow. Management highlights that proceeds are primarily used to retire debt, aligning with a longer-term objective of positioning the business for sustained value creation.

Are Ashford Hospitality Trust’s (AHT) pending hotel sales guaranteed to close?

No, the company specifies that pending sales, including La Posada de Santa Fe and Hilton St. Petersburg Bayfront, are expected to close in March 2026 but remain subject to normal closing conditions. Ashford expressly notes it provides no assurances they will close on these terms or at all.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 15.5 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