Ashford Hospitality Trust (NYSE: AHT) closes $27M Hilton Houston NASA Clear Lake sale

Rhea-AI Filing Summary

Ashford Hospitality Trust, through its indirect subsidiary New Clear Lake Hotel Limited Partnership, completed the sale of the 242-room Hilton Houston NASA Clear Lake hotel in Houston, Texas. The property was sold to Nassau Bay Resorts LLC, as successor in interest by assignment from Ayrshire Nassau Bay LLC, for $27 million in cash, subject to customary prorations and adjustments, under a purchase and sale agreement dated March 28, 2025.

The company also disclosed that it has closed on the sale of the Residence Inn Evansville East in Evansville, Indiana, as announced in a press release dated August 25, 2025, which is furnished as an exhibit. Any required pro forma financial information related to these asset sales will be provided by amendment within four business days following the closing date of the sale transaction.

Insights

Real estate and REIT transactions analyst

Ashford Hospitality Trust closes a $27M hotel sale, signaling ongoing portfolio repositioning.

Ashford Hospitality Trust completed the sale of the 242-room Hilton Houston NASA Clear Lake hotel in Houston, Texas for $27 million in cash. The transaction was executed through an indirect subsidiary, New Clear Lake Hotel Limited Partnership, with Nassau Bay Resorts LLC acquiring the asset under an agreement originally dated March 28, 2025. The cash consideration and structure are typical of single-asset hotel dispositions.

The company also reports closing the sale of the Residence Inn Evansville East in Evansville, Indiana, as referenced in an August 25, 2025 press release attached as an exhibit. Together, these sales indicate active management of the hotel portfolio, though the excerpt does not quantify overall balance sheet impact or debt changes. The company plans to file any required pro forma financial information within four business days after the closing date, which may give more clarity on earnings and leverage effects of these dispositions.

8-K Event Classification

3 items: 2.01, 7.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

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.

Understanding 8-K Material Events →

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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): August 22, 2025

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

ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On August 22, 2025, New Clear Lake Hotel Limited Partnership, an indirect subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the 242-room Hilton Houston NASA Clear Lake hotel located in Houston, Texas pursuant to an Agreement of Purchase and Sale, dated as of March 28, 2025, by and between New Clear Lake Hotel Limited Partnership, as seller, and Nassau Bay Resorts LLC, as successor in interest by assignment from Ayrshire Nassau Bay LLC, as purchaser, for $27 million in cash, subject to customary pro-rations and adjustments.

ITEM 7.01    REGULATION FD DISCLOSURE.

On August 25, 2025, the Company issued a press release announcing that it has closed on the sale of the Hilton Houston NASA Clear Lake hotel in Houston, Texas and the sale of the Residence Inn Evansville East in Evansville, Indiana. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 of this Form 8-K and Exhibit 99.1 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.

(b) Pro Forma Financial Information. To the extent pro forma financial information is required to be filed by this item, such financial information will be filed by amendment to this Current Report on Form 8-K within four business days following the closing date of the sale transaction.

(d) Exhibits

Exhibit Number        Description

99.1    Press Release of the Company, dated August 25, 2025

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: August 25, 2025			By:			/s/ Deric S. Eubanks
						Deric S. Eubanks
						Chief Financial Officer

FAQ

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

Ashford Hospitality Trust, through New Clear Lake Hotel Limited Partnership, sold the 242-room Hilton Houston NASA Clear Lake hotel located in Houston, Texas.

What was the sale price of the Hilton Houston NASA Clear Lake hotel by AHT?

The Hilton Houston NASA Clear Lake hotel was sold for $27 million in cash, subject to customary prorations and adjustments.

Who bought the Hilton Houston NASA Clear Lake hotel from Ashford Hospitality Trust (AHT)?

The purchaser was Nassau Bay Resorts LLC, as successor in interest by assignment from Ayrshire Nassau Bay LLC, under a purchase and sale agreement dated March 28, 2025.

Did Ashford Hospitality Trust (AHT) sell any other hotel properties in this disclosure?

Yes. The company stated in a press release that it also closed on the sale of the Residence Inn Evansville East in Evansville, Indiana.

Will Ashford Hospitality Trust (AHT) provide pro forma financial information for these hotel sales?

The company indicated that any required pro forma financial information will be filed by amendment within four business days following the closing date of the sale transaction.

How did Ashford Hospitality Trust (AHT) communicate the hotel sales to the market?

Ashford Hospitality Trust issued a press release dated August 25, 2025, furnished as Exhibit 99.1, announcing the closing of the Hilton Houston NASA Clear Lake and Residence Inn Evansville East sales.