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Ashford Trust sells Philadelphia hotel for about $26M

Illustrative statements remove the hotel's assets, liabilities and operating results, while $24.6 million was paid toward a mortgage loan secured by 12 hotels.

Filing Impact
(Moderate)
Filing Sentiment

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Form Type
8-K

Rhea-AI Filing Summary

Ashford Hospitality Trust (AHT) completed the sale of its 263-room Embassy Suites Philadelphia Airport on October 6, 2026, for approximately $26.0 million in cash, subject to customary pro-rations and adjustments. The pro forma information describes total consideration as approximately $25.2 million in cash, net of selling expenses. Ashford paid approximately $24.6 million to the mortgage lender; the loan is secured by 12 hotels, including this property.

The pro forma statements assume the sale closed on June 30, 2026, for the balance sheet and January 1, 2025, for the statements of operations. They report 2025 revenue of $1,090.345 million and a $214.067 million net loss attributable to common stockholders; for the six months ended June 30, 2026, revenue was $533.640 million and net income attributable to common stockholders was $49.186 million. The information is for informational purposes and is not indicative of actual results; the pro forma gain and related tax effects are preliminary.

1 point · 1 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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0 major · 0 points

How the balance works

Positive

  • Major pointThe completed hotel sale included approximately $25.2 million in cash consideration, net of selling expenses. 1.8× market cap

Negative

  • None.

Filing Explained

The sale is complete; in the balance sheet’s thousands-of-dollars presentation, cash is reported at $72,510 thousand historically versus $72,886 thousand pro forma, and indebtedness at $1,905,747 thousand versus $1,881,418 thousand, reflecting the modeled disposition adjustments, including the mortgage payoff.

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, or exhibit attachments filed with this report.
Cash sale amount Approximately $26.0 million Subject to customary pro-rations and adjustments
Net cash consideration Approximately $25.2 million Net of selling expenses
Mortgage lender payment Approximately $24.6 million Payment related to the sale
Hotel rooms 263 rooms Embassy Suites Philadelphia Airport
Hotels securing mortgage loan 12 hotels Includes Embassy Suites Philadelphia Airport
Pro forma total revenue $1,090.345 million Year ended December 31, 2025
Pro forma net loss attributable to common stockholders −$214.067 million Year ended December 31, 2025
Pro forma net income attributable to common stockholders $49.186 million Six months ended June 30, 2026
customary pro-rations and adjustments financial
"subject to customary pro-rations and adjustments"
pro forma consolidated balance sheet financial
"unaudited pro forma consolidated balance sheet"
non-recurring gain financial
"reflects a non-recurring gain associated with the disposition"
redeemable noncontrolling interests financial
"Net (income) loss attributable to redeemable noncontrolling interests"
A redeemable noncontrolling interest is a minority ownership stake in a company that the holder can force the company to buy back at a set price or under certain conditions. For investors this matters because it creates a future cash obligation and can be treated more like a liability than permanent equity, affecting a company’s reported debt, net income and valuation — think of it as a part-owner who can cash out, forcing the business to pay them.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did AHT receive for the Embassy Suites Philadelphia Airport sale?
Ashford Philly LP sold the 263-room hotel for approximately $26.0 million in cash, subject to customary pro-rations and adjustments. The pro forma information describes total consideration as approximately $25.2 million in cash, net of selling expenses.

How much mortgage debt did AHT repay after the hotel sale?
Ashford paid approximately $24.6 million to the mortgage lender. The mortgage loan is secured by 12 hotels, including Embassy Suites Philadelphia Airport.

What do AHT's pro forma statements assume about the hotel sale?
The pro forma balance sheet assumes the sale closed on June 30, 2026, while the statements of operations assume it closed on January 1, 2025. The information is for informational purposes only and is not indicative of actual results; the pro forma gain and related tax effects are preliminary.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 6, 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 Purchase RightsNew York Stock Exchange


ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On October 6, 2026, Ashford Philly LP, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Embassy Suites Philadelphia Hotel located in Philadelphia, Pennsylvania pursuant to an Agreement of Purchase and Sale, dated as of July 27, 2026, by and between Ashford Philly LP, as seller, and SSN 9000 Bartram Road LLC, as purchaser, for approximately $26.0 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 six months ended June 30, 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: October 9, 2026By:/s/ Justin Coe
Justin Coe
Chief Accounting Officer


EXHIBIT 99.1
On October 6, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 263-room Embassy Suites Philadelphia Airport located in Philadelphia, Pennsylvania (“Embassy Suites Philadelphia Airport”) for total consideration of approximately $25.2 million in cash, net of selling expenses. Additionally, the Company paid approximately $24.6 million to the mortgage lender. The mortgage loan is secured by 12 hotels including Embassy Suites Philadelphia Airport.
The following unaudited pro forma financial information of the Company, as of and for the six months ended June 30, 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 June 30, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the six months ended June 30, 2026, assume 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 Philadelphia Airport and its results of operations, which reflects a non-recurring gain associated with the disposition of the hotel property for the year ended December 31, 2025. The pro forma gain and the related tax effects resulting from the disposition of Embassy Suites Philadelphia Airport 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 CONSOLIDATED BALANCE SHEET
June 30, 2026
(in thousands, except share and per share amounts) 
Ashford Trust Consolidated
Historical (A)		Embassy Suites Philadelphia Airport (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)$2,291,237 $42,721 $— $2,248,516 
Accumulated depreciation ($(7,631) attributable to VIEs)(747,916)(18,796)— (729,120)
Investments in hotel properties, net ($75,156 attributable to VIEs)1,543,321 23,925 — 1,519,396 
Contract asset368,298 — — 368,298 
Cash and cash equivalents ($1,563 attributable to VIEs)72,510 970 25,181 (C) (i)72,886 
765 (C) (i)
(24,600)(C) (ii)
Restricted cash ($4,260 attributable to VIEs)136,985 — — 136,985 
Accounts receivable ($220 attributable to VIEs), net of allowance of $21338,883 565 — 38,318 
Inventories ($24 attributable to VIEs)2,672 43 — 2,629 
Notes receivable, net12,880 — — 12,880 
Investments in unconsolidated entities7,110 — — 7,110 
Deferred costs, net ($79 attributable to VIEs)837 — — 837 
Derivative assets1,256 — — 1,256 
Operating lease right-of-use assets37,283 — — 37,283 
Prepaid expenses and other assets ($107 attributable to VIEs)17,124 341 — 16,783 
Due from related parties, net980 (146)— 1,126 
Due from third-party hotel managers24,240 — — 24,240 
Assets held for sale70,071 — — 70,071 
Total assets$2,334,450 $25,698 $1,346 $2,310,098 
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,586 attributable to VIEs)$1,905,747 $16,519 $(7,810)(C) (ii)$1,881,418 
Debt associated with hotels in receivership273,971 — — 273,971 
Finance lease liability17,258 — — 17,258 
Accounts payable and accrued expenses ($15,773 attributable to VIEs)114,368 948 — 113,420 
Accrued interest payable ($146 attributable to VIEs)31,224 60 — 31,164 
Accrued interest associated with hotels in receivership94,327 — — 94,327 
Dividends and distributions payable4,247 — — 4,247 
Due to Ashford Inc., net52,552 — — 52,552 
Due to third-party hotel managers1,157 — — 1,157 
Operating lease liabilities37,676 — — 37,676 
Other liabilities ($28,942 attributable to VIEs)36,624 — — 36,624 
Liabilities related to assets held for sale74,813 — — 74,813 
Total liabilities2,643,964 17,527 (7,810)2,618,627 
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership20,800 — — 20,800 
Series J Redeemable Preferred Stock, $0.01 par value, 7,684,197 shares issued and outstanding at June 30, 2026187,498 — — 187,498 
Series K Redeemable Preferred Stock, $0.01 par value, 731,102 shares issued and outstanding at June 30, 202618,972 — — 18,972 
Series L Redeemable Preferred Stock, $0.01 par value, 238,191 shares issued and outstanding at June 30, 20265,658 — — 5,658 
Series M Redeemable Preferred Stock, $0.01 par value, 550,888 shares issued and outstanding at June 30, 202614,096 — — 14,096 
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 June 30, 202611 — — 11 
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at June 30, 202610 — — 10 
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at June 30, 202615 — — 15 
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at June 30, 202610 — — 10 
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at June 30, 202611 — — 11 
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,476,491 shares issued and outstanding at June 30, 202665 — — 65 
Additional paid-in capital2,402,052 8,171 23,925 (C) (i)2,402,052 
765 (C) (i)
(16,519)(C) (ii)
Accumulated deficit(2,973,059)— 1,256 (C) (i)(2,972,074)
(271)(C) (ii)
Total stockholders’ equity (deficit) of the Company(570,885)8,171 9,156 (569,900)
Noncontrolling interest in consolidated entities14,347 — — 14,347 
Total equity (deficit)(556,538)8,171 9,156 (555,553)
Total liabilities and equity/deficit$2,334,450 $25,698 $1,346 $2,310,098 
See accompanying notes.
2

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(A)Represents the historical consolidated balance sheet of Ashford Trust as of June 30, 2026, as reported in its Quarterly Report on Form 10-Q, filed on August 12, 2026.
(B)Represents the removal of the historical balance sheet of Embassy Suites Philadelphia Airport as of June 30, 2026.
(C)Represents adjustments for Ashford Trust’s disposition of Embassy Suites Philadelphia Airport as of June 30, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $25.2 million, net of selling expenses and cash of approximately $765,000 received for hotel net working capital and (ii) the cash paid to repay the mortgage loan partially secured by Embassy Suites Philadelphia Airport.
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)		Embassy Suites Philadelphia Airport (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$825,623 $11,707 $— $813,916 
Food and beverage207,588 1,183 — 206,405 
Other hotel revenue69,643 1,153 — 68,490 
Total hotel revenue1,102,854 14,043 — 1,088,811 
Other1,534 — — 1,534 
Total revenue1,104,388 14,043 — 1,090,345 
EXPENSES
Hotel operating expenses:
Rooms198,106 3,745 — 194,361 
Food and beverage139,828 1,009 — 138,819 
Other expenses392,070 4,982 — 387,088 
Management fees38,264 420 — 37,844 
Total hotel expenses768,268 10,156 — 758,112 
Property taxes, insurance and other59,793 469 — 59,324 
Depreciation and amortization141,295 1,396 — 139,899 
Impairment charges67,648 — — 67,648 
Advisory services fee49,039 — — 49,039 
Corporate, general and administrative20,783 — — 20,783 
Total operating expenses1,106,826 12,021 — 1,094,805 
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
79,799 — 1,256 (C) (i)81,055 
Gain (loss) on derecognition of assets39,054 — — 39,054 
OPERATING INCOME (LOSS)116,415 2,022 1,256 115,649 
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)(1,851)— (254,378)
Interest expense associated with hotels in receivership(39,038)— — (39,038)
Write-off of premiums, loan costs and exit fees(8,853)(137)— (8,716)
Gain (loss) on extinguishment of debt335 — (271)(C) (ii)64 
Realized and unrealized gain (loss) on derivatives(5,346)— — (5,346)
INCOME (LOSS) BEFORE INCOME TAXES(188,302)34 985 (187,351)
Income tax (expense) benefit143 — — 143 
NET INCOME (LOSS)(188,159)34 985 (187,208)
(Income) loss attributable to noncontrolling interest in consolidated entities5,058 — — 5,058 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership3,262 — (14)(C) (iv)3,248 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY(179,839)34 971 (178,902)
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)$34 $971 $(214,067)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$(35.99)$(35.83)
Weighted average common shares outstanding—basic5,974 5,974 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$(35.99)$(35.83)
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
Six Months Ended June 30, 2026
(in thousands, except per share amounts)
Ashford Trust Consolidated
Historical (A)		Embassy Suites Philadelphia Airport (B)AdjustmentsAshford Trust
Consolidated
Pro Forma
REVENUE
Rooms$409,643 $6,168 $— $403,475 
Food and beverage98,577 664 — 97,913 
Other hotel revenue32,425 500 — 31,925 
Total hotel revenue540,645 7,332 — 533,313 
Other327 — — 327 
Total revenue540,972 7,332 — 533,640 
EXPENSES
Hotel operating expenses:
Rooms92,222 1,824 — 90,398 
Food and beverage65,571 493 — 65,078 
Other expenses181,168 2,504 — 178,664 
Management fees18,624 219 — 18,405 
Total hotel expenses357,585 5,040 — 352,545 
Property taxes, insurance and other28,073 200 — 27,873 
Depreciation and amortization60,634 666 — 59,968 
Impairment charges112,649 — — 112,649 
Advisory services fee34,222 — — 34,222 
Corporate, general and administrative2,927 — — 2,927 
Total operating expenses596,090 5,906 — 590,184 
Gain (loss) on disposition of assets and hotel properties250,076 — — 250,076 
Gain (loss) on derecognition of assets14,618 — — 14,618 
OPERATING INCOME (LOSS)209,576 1,426 — 208,150 
Equity in earnings (loss) of unconsolidated entities(155)— — (155)
Interest income1,969 — — 1,969 
Other income (expense)3,223 — — 3,223 
Interest expense and amortization of discounts and loan costs(129,224)(949)— (128,275)
Interest expense associated with hotels in receivership(15,427)— — (15,427)
Write-off of premiums, loan costs and exit fees(1,559)— — (1,559)
Gain (loss) on extinguishment of debt(1,975)— — (1,975)
Realized and unrealized gain (loss) on derivatives801 — — 801 
INCOME (LOSS) BEFORE INCOME TAXES67,229 477 — 66,752 
Income tax (expense) benefit(3,305)— 64 (C) (iii)(3,241)
NET INCOME (LOSS)63,924 477 64 63,511 
(Income) loss attributable to noncontrolling interest in consolidated entities996 — — 996 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership(699)— 6 (C) (iv)(693)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY64,221 477 70 63,814 
Preferred dividends(5,428)— — (5,428)
Deemed dividends on redeemable preferred stock(9,200)— — (9,200)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$49,593 $477 $70 $49,186 
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders$7.70 $7.64 
Weighted average common shares outstanding—basic6,442 6,442 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders$0.70 $0.70 
Weighted average common shares outstanding—diluted83,944 83,944 
See accompanying notes.
5

NOTES TO UNAUDITED PRO FORMA 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 six months ended June 30, 2026, as reported in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed on August 12, 2026.
(B)Represents the removal of the historical consolidated statements of operations of Embassy Suites Philadelphia Airport for the year ended December 31, 2025 and the six months ended June 30, 2026.
(C)Represents adjustments for the Company’s sale of Embassy Suites Philadelphia Airport, which includes: (i) the estimated non-recurring gain on the disposition of Embassy Suites Philadelphia Airport for the year ended December 31, 2025; (ii) an adjustment for write-off of loan costs; (iii) an adjustment for the estimated tax effect of the hotel no longer being part of the consolidated group for the six months ended June 30, 2026; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Embassy Suites Philadelphia Airport, 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 1.41% for the six months ended June 30, 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 Embassy Suites Philadelphia Airport 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

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