Ashford Hospitality Trust, Inc. 8-K Filings

Ashford Hospitality Trust, Inc. (AHT) completed the sale of the 150-room Embassy Suites Dulles Airport hotel in Herndon, Virginia on August 24, 2026 through its indirect subsidiary Ashford Dulles LP. The hotel was sold for cash consideration, including approximately $22.3 million net of selling expenses, and the company paid approximately $20.6 million to the mortgage lender on a loan secured by 13 hotels including this property.

Pro forma financial information reflects removal of the hotel’s assets, liabilities, and results of operations. For 2025, pro forma net income (loss) attributable to the company improves by an estimated non-recurring gain of $17.4 million, reducing the net loss attributable to common stockholders from $(215.0) million to $(198.0) million, with basic loss per share improving from $(35.99) to $(33.14). For the six months ended June 30, 2026, pro forma net income attributable to common stockholders is $49.5 million versus $49.6 million historically, with basic EPS moving from $7.70 to $7.68, indicating a minimal ongoing earnings impact.

Ashford Hospitality Trust reported stronger operating metrics for the quarter ended June 30, 2026. Comparable RevPAR rose 6.6% to $155.68, driven by a 5.8% increase in ADR and a modest occupancy gain. Comparable Hotel EBITDA grew 9.6% to $79.9 million, with margins expanding 158 basis points to 32.5%.

GAAP results swung sharply, with net income attributable to common stockholders of $120.7 million, or $1.62 per diluted share, versus a loss a year earlier, largely reflecting significant gains on asset sales. Adjusted EBITDAre was $69.4 million, while Adjusted FFO was $17.4 million, or $2.67 per diluted share, up from $0.78.

The company continued to reshape its portfolio and balance sheet, closing nine hotel sales for $385.3 million in the quarter and two more afterward for $79.1 million. Total debt fell to $2.0 billion, a $599.5 million reduction from year-end 2025. Ashford refinanced the Highland loan with a new $525.0 million facility at SOFR + 5.24%, eliminating its final 2026 maturity and releasing 14 hotels from a cash sweep. Despite improved performance, preferred dividends remain suspended and cumulative, and common dividends were not declared.

Ashford Hospitality Trust, Inc., through indirect subsidiary HH FP Portfolio LLC, completed the sale of the 358-room Hyatt Regency Long Island in Hauppauge, New York on July 31, 2026 for approximately $26.5 million in cash, subject to customary prorations and adjustments. Net cash consideration was about $26.2 million after selling expenses, and the Company paid approximately $25.7 million to the mortgage lender on a loan secured by 15 hotels including this property.

Pro forma financial information shows Hyatt Long Island’s assets, liabilities and results removed. For 2025, net loss attributable to common stockholders would have been $212,625 thousand instead of $215,004 thousand, improving basic and diluted loss per share from $(35.99) to $(35.59). For the three months ended March 31, 2026, the pro forma net loss attributable to common stockholders is $68,720 thousand versus $71,086 thousand, with loss per share improving from $(11.03) to $(10.67). The pro forma balance sheet as of March 31, 2026 reflects total assets of $2,574,453 thousand and indebtedness, net, of $2,261,454 thousand, and includes a preliminary non-recurring gain related to the disposition.

Ashford Hospitality Trust, Inc. completed the sale of the Marriott Fremont Silicon Valley hotel in California through its subsidiaries for $53.0 million in cash, subject to customary prorations and adjustments. The buyer is SRE Acquisitions V, LLC under an agreement dated June 19, 2026.

Exhibit 99.1 shows total consideration of approximately $52.2 million in cash net of selling expenses, with the Company paying approximately $43.5 million to the mortgage lender on a loan secured by 14 hotels, including this property. Unaudited pro forma figures remove the hotel’s assets, liabilities, and results, and include an estimated non-recurring gain from the disposition, slightly reducing reported net losses and loss per share for 2025 and the three months ended March 31, 2026.

Ashford Hospitality Trust completed the sale of the Hyatt Regency Savannah in Georgia through its subsidiaries for $158.0 million in cash, subject to customary adjustments. The 351-room hotel generated total consideration of about $157.6 million net of selling expenses and working-capital items.

The company simultaneously paid roughly $159.0 million to the mortgage lender on a loan secured by 16 hotels, including this property, reducing indebtedness. Unaudited pro forma financial statements remove Hyatt Savannah’s assets, liabilities and operating results and include a preliminary non-recurring gain on the disposition and related tax effects.

On this pro forma basis, for the year ended December 31, 2025, total revenue declines because the hotel’s income is excluded, but the gain on disposition reduces the company’s net loss and loss per share compared with historical results.

Ashford Hospitality Trust completed the sale of the 254-room Hilton Garden Inn Austin Downtown in Austin, Texas. The hotel was sold by a wholly owned subsidiary for $26.85 million in cash, subject to customary prorations and adjustments. Exhibit 99.1 shows the transaction generated approximately $26.4 million in cash proceeds net of selling expenses, and the Company paid about $25.7 million to the mortgage lender on a loan secured by 17 hotels including this property. Unaudited pro forma financials remove HGI Austin’s assets, liabilities and results, and include a preliminary non-recurring gain on the disposition. On a pro forma basis, net loss attributable to common stockholders is $205.2 million for 2025 and $48.8 million for the three months ended March 31, 2026.

Ashford Hospitality Trust, Inc. completed the sale of the 119-room Hilton Garden Inn Jacksonville – Deerwood Park on June 11, 2026 for approximately $11.3 million in cash, subject to customary adjustments. The company received about $11.0 million in cash net of selling expenses and paid approximately $9.5 million to the mortgage lender, with the loan secured by eight hotels including this property.

Unaudited pro forma financials remove the hotel’s assets, liabilities and results of operations and include a preliminary non‑recurring gain on the disposition. On a pro forma basis, net loss attributable to common stockholders for 2025 narrows from 215.0 million dollars to 209.8 million dollars, and basic loss per share improves from 35.99 dollars to 35.12 dollars. For the three months ended March 31, 2026, pro forma basic loss per share improves slightly from 11.03 dollars to 11.02 dollars.

Ashford Hospitality Trust has completed the sale of the 260-room Sheraton San Diego Mission Valley hotel. The property was sold on June 9, 2026 for approximately $45.3 million in cash, with related consideration of about $45.0 million net of selling expenses.

The company used approximately $35.9 million of the proceeds to repay a mortgage loan that is secured by 15 hotels, including this property. Ashford Trust also provided unaudited pro forma financials showing how its balance sheet and results for 2025 and the first quarter of 2026 would look without the Sheraton San Diego, including removal of that hotel’s assets, liabilities, revenue and expenses and recognition of a non-recurring gain on the sale.

Ashford Hospitality Trust completed the sale of the Silversmith Hotel Chicago Downtown through its subsidiary for $16 million in cash, subject to customary adjustments. Exhibit 99.1 shows total consideration of about $15.9 million in cash net of selling expenses, with approximately $15.0 million paid to the mortgage lender on a loan secured by 18 hotels including this property.

The unaudited pro forma financial information removes Silversmith Chicago’s assets, liabilities and results, including a non‑recurring loss on the disposition. For the year ended December 31, 2025, pro forma net loss attributable to common stockholders narrows from $215.0 million to $212.9 million, and for the three months ended March 31, 2026 from $71.1 million to $67.0 million. The company notes these pro forma figures are preliminary and for informational purposes only.

Ashford Hospitality Trust, Inc. completed the sale of the 378-room Sheraton Indianapolis City Centre Hotel. The Agreement of Purchase and Sale provided for a gross purchase price of approximately $32.1 million in cash, subject to purchaser credits of about $15.2 million, customary prorations and adjustments.

Exhibit 99.1 shows that the company received total consideration of approximately $16.5 million in cash, net of buyer credits and selling expenses, and paid roughly $14.6 million to the mortgage lender on a loan secured by nine hotels, including this property. Unaudited pro forma financial information illustrates the effect of removing Sheraton Indianapolis from Ashford’s balance sheet and results. For the year ended December 31, 2025, pro forma net loss attributable to common stockholders improves from $215.0 million historically to about $212.1 million, and for the three months ended March 31, 2026, from about $71.1 million to $60.7 million.

Ashford Hospitality Trust has sold the 168-room Lakeway Resort and Spa in Austin, Texas, removing this hotel from its portfolio and updating its financials on a pro forma basis. An indirect subsidiary completed the sale for $37.75 million in cash, with total consideration of approximately $37.2 million net of selling expenses and working capital. The company used about $36.3 million of the proceeds to repay a mortgage loan secured by 16 hotels, modestly reducing indebtedness. Pro forma statements show the 2025 net loss attributable to common stockholders improving from $215.0 million to $198.1 million and basic loss per share improving from $35.99 to $33.16. For the three months ended March 31, 2026, the pro forma basic loss per share improves from $11.03 to $10.90, reflecting the non-recurring gain on the sale and removal of Lakeway’s operations.

Ashford Hospitality Trust, Inc. reported results from its Annual Meeting held on May 12, 2026. Of 6,476,491 common shares outstanding as of March 16, 2026, 3,795,002 shares, or about 59% of eligible shares, were represented.

None of the six director nominees received a majority of votes cast, so they were not elected under the company’s majority-vote standard. Each tendered a resignation under the Corporate Governance Guidelines, but the board, following a recommendation from its Nominating and Corporate Governance Committee, declined to accept the resignations, and all directors will continue to serve.

Stockholders did not approve the advisory vote on executive compensation and did not approve Amendment No. 6 to the 2021 Stock Incentive Plan. Stockholders did approve the ratification of BDO USA, P.C. as independent auditors for the fiscal year ending December 31, 2026.

Ashford Hospitality Trust completed the sale of the 150-room Embassy Suites by Hilton Dallas Near the Galleria on May 6, 2026. The property was sold for $17 million in cash, or about $16.6 million net after selling expenses, and the company paid roughly $16.0 million to the mortgage lender.

Unaudited pro forma figures for 2025 remove this hotel from the consolidated results and include a preliminary non-recurring gain from the sale. On this basis, net loss attributable to common stockholders improves from $215.0 million to $207.5 million, and basic loss per share narrows from $35.99 to $34.73.

Ashford Hospitality Trust reported mixed first‑quarter 2026 results, combining modest operating gains with heavy leverage and continued pressure on equity and preferred holders. Comparable RevPAR rose 3.3% to $135.63 on higher rates and occupancy, and comparable Hotel EBITDA increased 5.2% to $73.2 million, indicating better hotel-level profitability.

Despite this, the company posted a net loss attributable to common stockholders of $71.1 million, or $11.03 per diluted share, driven in part by $112.6 million of impairment charges. Adjusted EBITDAre was $51.7 million, and adjusted FFO was near breakeven. Ashford ended the quarter with $79.8 million of cash and $141.2 million of restricted cash, against $2.4 billion of loans at a blended 7.9% interest rate, with 94% floating.

The company is actively shrinking and reshaping its portfolio, closing seven hotel sales for $296.5 million in gross proceeds and signing definitive agreements to sell six more hotels for $154.6 million, which also reduce anticipated capital expenditures. However, management reiterated that, given tight refinancing conditions and the need to address near‑term loan maturities, it does not anticipate resuming preferred dividends or redemptions in the near term, and common dividends remain suspended.

Ashford Hospitality Trust, Inc. completed the sale of the Embassy Suites by Hilton Palm Beach Gardens PGA Boulevard on April 7, 2026 for $41 million in cash, subject to customary adjustments. Exhibited pro forma data show total consideration of approximately $40.5 million in cash, net of selling expenses, with about $40.0 million paid to the mortgage lender.

The unaudited pro forma financial statements for the year ended December 31, 2025 remove the Palm Beach hotel’s assets, liabilities and results, and include an estimated non‑recurring gain on disposition of 21,760 (in thousands). Pro forma net loss attributable to common stockholders improves from 215,004 (in thousands) historically to 191,840 (in thousands).

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.

Ashford Hospitality Trust completed the sale of the 252-room Hilton Alexandria Old Town in Virginia. An indirect subsidiary sold the hotel for $58 million in cash, under a February 25, 2026 purchase agreement with Lodging Capital Partners LLC.

The company reports total consideration of approximately $57.3 million in cash, net of selling expenses$32.5 million to repay the mortgage loan secured by the property. Unaudited pro forma financial statements for the year ended December 31, 2025 remove Hilton Alexandria’s assets, liabilities, and results, and include a preliminary non-recurring loss related to the disposition.

Ashford Hospitality Trust entered into a Fourth Amended and Restated Advisory Agreement with its external advisor, Ashford Inc. and Ashford Hospitality Advisors. The agreement redefines the termination fee as 30 years of Foregone Adjusted EBITDA discounted at 2% and changes when a company change of control can trigger that fee, including a condition that Annualized Portfolio Cash Flow be under $65 million. The company’s Working Capital Reserve is now fixed at $20 million, and the minimum Tangible Net Worth covenant is reduced to $600 million plus 75% of net equity proceeds after June 30, 2023. The cap on the incentive fee for peer outperformance rises to 100%, and certain fee components can decline as Total Market Capitalization increases. The initial term is extended to December 31, 2055 with two possible 20‑year extensions, and the company’s ability to terminate the agreement for fraud is removed.

Ashford Hospitality Trust, Inc. reported an independent opinion on the liquidation value of its non-traded Series J, K, L and M Redeemable Preferred Stock as of December 31, 2025. Valuation firm Robert A. Stanger & Co. concluded an estimated liquidation value of $25.00 per share, matching each series’ stated liquidation preference.

Stanger applied several approaches, including market capitalization analysis, direct capitalization of net operating income and third-party real estate appraisals, and in each case concluded total equity value exceeded the aggregate liquidation preference of all preferred securities. The company highlighted that this estimate is unaudited, not a GAAP fair-value measure, and could change with future asset value or assumption changes.

Ashford Hospitality Trust, through its subsidiary Ashford Posada LP, completed the sale of the 157-room La Posada de Santa Fe hotel in New Mexico. The property was sold for $57.5 million in cash, with approximately $56.8 million received net of selling expenses and working capital.

The company used about $56.0 million of the proceeds to repay a mortgage loan secured by La Posada and another hotel. Unaudited pro forma financials show La Posada’s assets, liabilities, revenue and expenses removed, along with a preliminary non‑recurring gain and related tax effects from the disposition.

Ashford Hospitality Trust, Inc. entered into a Limited Waiver under its Advisory Agreement with its operating partnership, TRS, Ashford Inc., and Ashford Hospitality Advisors LLC. The waiver allows the company, at its own cost and expense, to grant cash incentive compensation to employees and other representatives of the advisor during the first and second fiscal quarters of 2026, without being limited by certain provisions in the existing Advisory Agreement.

The company also adopted a Form of 2026 Deferred Cash Award Agreement, which sets the framework for deferred cash awards. These actions refine how Ashford Hospitality Trust can compensate advisor-affiliated personnel through both near-term cash incentives and deferred cash awards.

Ashford Hospitality Trust completed the sale of the 333-room Hilton St. Petersburg Bayfront on March 5, 2026. An indirect subsidiary sold the hotel for $96 million in cash, while the company reports total consideration of approximately $95.3 million net of selling expenses and working-capital adjustments.

Ashford used approximately $94.7 million of the proceeds to repay a mortgage loan secured by 12 hotels, materially reducing secured debt on its balance sheet. Unaudited pro forma 2024 results show net loss attributable to common stockholders improving from $82.5 million to about $5.3 million, largely due to a non-recurring gain on the disposition. For the nine months ended September 30, 2025, pro forma net loss attributable to common stockholders changes modestly, from $136.7 million to about $137.6 million, as the gain is not reflected in that period.

Ashford Hospitality Trust, Inc. reported that Deric Eubanks will voluntarily leave his roles as Chief Financial Officer of its advisor affiliates, the Company, and Braemar Hotels & Resorts effective March 31, 2026. Justin Coe, currently Chief Accounting Officer, will become the Company’s principal financial officer on that date.

Under a Release and Waiver, Eubanks receives continued salary and benefits through March 31, 2026, a $1,796,000 non‑compete payment in 12 monthly installments, eligibility for a 2025 cash bonus, continued vesting of deferred cash awards totaling $3,316,223, and a separate $200,000 transition payment for part‑time support through June 30, 2026. In return, he provides broad legal releases, agrees to non‑competition, non‑solicitation, standstill, consulting and non‑disparagement obligations for up to 24 months.

Ashford Hospitality Trust reviewed its fourth-quarter and full-year 2025 results, highlighting a strategic review, significant asset sales, and ongoing balance sheet challenges. The company reported a 2025 net loss attributable to common stockholders of $(215.0) million, or $(35.99) per diluted share, and negative AFFO of $(5.66) per diluted share. Adjusted EBITDAre was $221.3 million for the year.

Management estimates its GRO AHT initiatives added over $40 million of EBITDA in 2025, including more than $13 million of corporate G&A savings. Six hotel sales generated about $145 million in proceeds at a blended 3.9% trailing cap rate and eliminated nearly $50 million of anticipated capital expenditures, improving annualized portfolio cash flow after debt service by roughly $5 million.

The company also agreed to sell three additional hotels for a combined $194.5 million at a blended 6.9% trailing cap rate, expected to avoid another $45 million of capital expenditures. However, it disclosed a maturity default on a $325 million JPM8 mortgage secured by eight hotels. Ashford ended the year with $2.6 billion of debt at a 7.7% blended rate, $66.8 million of cash and cash equivalents, and net working capital of about $103.2 million, and continues to evaluate strategic alternatives through a Special Committee.

Ashford Hospitality Trust reported a challenging 2025 with continued losses and high leverage while beginning a strategic review. For the full year, net loss attributable to common stockholders was $215.0 million, or $35.99 per diluted share, while adjusted EBITDAre reached $221.3 million and adjusted FFO was a loss of $5.66 per diluted share.

Comparable RevPAR for 2025 dipped 0.7% to $132, driven by lower room rates partly offset by slightly higher occupancy. The company ended the year with total assets of $2.83 billion, total liabilities of $3.21 billion, indebtedness of $2.57 billion at a blended 7.7% rate, and a reported stockholders’ equity deficit of $626.4 million.

Management is pursuing asset sales and balance sheet repair. During the quarter it sold one hotel, signed definitive agreements to sell two more, and expects about $69.5 million of gross proceeds from these sales, along with over $2 million in anticipated annual cash flow improvement and $14.5 million in future capital expenditure savings. A large mortgage secured by 18 hotels was extended to a final maturity date in July 2026 after a $10 million paydown.

The board formed a Special Committee to evaluate strategic alternatives “including a potential transaction.” In connection with this, the company terminated the current offering of its Series L and M non-traded preferred stock and suspended redemptions for all outstanding non-traded preferred stock. No dividend was paid on common stock for the fourth quarter of 2025.

Ashford Hospitality Trust, Inc. reported two governance updates. Effective February 24, 2026, director Sonny Sra retired from the Board for health reasons, and the Board expressed appreciation for his service.

The Board also adopted a bylaw amendment that lowers the quorum requirement solely for the 2026 annual stockholder meeting from a majority to at least one-third of all votes entitled to be cast, as allowed under Maryland law. The change responds to more retail shareholders and broker policies limiting discretionary voting, and is intended to help ensure the 2026 meeting can be held.

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.

Ashford Hospitality Trust, Inc. has entered into an Agreement of Purchase and Sale to sell the Hilton St. Petersburg Bayfront hotel in Florida to Kolter Group Acquisitions LLC for $96 million in cash, subject to customary prorations and adjustments. An initial earnest money deposit of $500,000 has been placed in escrow and became non‑refundable after the purchaser delivered a Notice to Proceed on February 20, 2026. An additional earnest money deposit of $1,900,000 is due within three business days, and both deposits will be credited to the purchase price if the transaction closes. The sale is expected to close in the first quarter of 2026, but completion remains subject to customary closing conditions and is not assured.

Ashford Hospitality Trust completed the sale of the Embassy Suites Austin in Austin, Texas. An indirect subsidiary sold the hotel for $13.5 million in cash, subject to customary prorations and adjustments, under a purchase and sale agreement dated November 11, 2025.

Exhibit 99.1 explains that the 150-room hotel generated total consideration of approximately $13.2 million in cash, net of selling expenses, and the company paid approximately $13.0 million to the mortgage lender on a loan secured by 13 hotels. Unaudited pro forma financial statements remove the Embassy Suites Austin’s assets, liabilities, and results, and include a preliminary non-recurring gain from the disposition for the 2024 and nine‑month 2025 periods.

Ashford Hospitality Trust, Inc. disclosed that subsidiaries holding eight hotels have defaulted on a refinanced mortgage loan originally sized at $395,000,000. The borrower entities missed required payments and documentation due on February 9, 2026 under a sixth loan extension, causing an Event of Default.

Following this, the loan’s trustee accelerated the debt and demanded immediate payment of the outstanding principal balance of $325,000,000, plus accrued interest, default interest, fees, and costs. The trustee also required delivery of a replacement interest rate cap agreement within five business days. The company states this notice does not trigger cross-defaults in other subsidiary loans and that it has no parent-level indebtedness.

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.

Ashford Hospitality Trust, Inc. filed a current report describing that it has announced certain tax reporting information related to its 2025 preferred dividends. The company released this information through a press release dated January 27, 2026, which is included as an exhibit.

The disclosure is made under Regulation FD, which is intended to ensure that all investors have equal access to important company information. The company also clarifies that this informational update and its exhibits are not considered filed for liability purposes under the Exchange Act, nor automatically incorporated into other securities filings unless specifically referenced.

Ashford Hospitality Trust has extended its Highland mortgage loan secured by 18 hotels. As part of the extension, the company paid down the loan by $10 million, bringing the current balance to $723.6 million, or about 65% of the portfolio’s appraised value, with a new final maturity date of July 9, 2026.

To preserve liquidity while it evaluates strategic alternatives, Ashford has suspended all preferred stock dividends. This suspension includes dividends that had already been declared for holders of its Series D, F, G, H, I, J, K, L and M preferred stock as of December 31, 2025, which were scheduled to be paid on January 15, 2026. The company states that previously declared but unpaid dividends are intended to be paid as soon as reasonably practicable and will continue to accrue under the terms of each preferred series, while decisions on future dividends will be made quarterly.

Ashford Hospitality Trust, Inc. disclosed that its external advisor, Ashford Inc. together with Ashford Hospitality Advisors LLC, has elected to extend the term of their Third Amended and Restated Advisory Agreement. The advisor delivered an extension notice on December 23, 2025, exercising its contractual right to add an additional ten-year term.

The extended term will run from January 14, 2031 through January 14, 2041, keeping the existing advisory relationship in place for a significantly longer period. All current terms, conditions, rights and obligations under the agreement will continue during the extended term, while Section 6.5 preserves the ability of the parties to renegotiate the Base Fee or Incentive Fee paid by the company.

Ashford Hospitality Trust, Inc. completed the sale of the 226-room Le Pavillon hotel in New Orleans, Louisiana, through its indirect subsidiary Ashford Le Pavillon LP. The hotel was sold to 833 Poydras St. Prime Property, LLC for $42.5 million in cash, subject to customary prorations and adjustments. The company also provided unaudited pro forma financial information for the nine months ended September 30, 2025 and for the year ended December 31, 2024 to show how this disposition would have affected its historical financial results.

Ashford Hospitality Trust, Inc. adopted a tax benefits preservation rights plan by declaring a dividend of one preferred share purchase right for each outstanding share of common stock. Each right initially allows the holder to buy one one-thousandth of a share of Series N Junior Participating Preferred Stock at $20.00 per one one-thousandth of a share, subject to adjustment. The dividend is payable to common stockholders of record at 5:00 p.m. New York City time on December 26, 2025, and the rights plan became effective at 5:00 p.m. on December 15, 2025.

The plan is intended to help prevent a substantial limitation on the company’s ability to use its tax benefits under Section 382 of the Internal Revenue Code. A person or group generally becomes an Acquiring Person at 4.99% or more beneficial ownership of any class of Company Securities, subject to specified exceptions and possible exemptions granted by the board. If this threshold is crossed, other holders gain the right to purchase common or Series N preferred shares with a market value of twice the exercise price, and similar protections apply if the company is later acquired or sells at least 50% of its consolidated assets or earning power.

The rights are not exercisable until a Distribution Date tied to these trigger events and expire at the earliest of 5:00 p.m. New York City time on December 14, 2026, the effective repeal of Section 382 if the board deems the plan unnecessary, or the first taxable year in which the board determines no tax benefits can be carried forward, unless earlier redeemed or exchanged. Before any flip-in event, the board may redeem all rights for $0.0001 per right, and after a flip-in event it may exchange rights for common or Series N preferred shares at one share (or equivalent fractional preferred share) per right, with the option to provide cash or indebtedness instead if needed to keep ownership below the 4.99% threshold.

Ashford Hospitality Trust, Inc. reported several governance and capital actions. The company’s external advisor entered into an employment agreement with President and CEO Stephen Zsigray, and Ashford Hospitality Trust and Ashford Inc. signed a retention letter under which the company will pay Mr. Zsigray monthly retention payments of $354,166.67 from April 2026 through March 2029, subject to his continued role and defined termination conditions.

The board terminated the primary offerings of the company’s Series L and Series M Redeemable Preferred Stock, while continuing to offer those shares through its dividend reinvestment plan. The board also suspended all redemptions of the company’s Series J, Series K, Series L and Series M Redeemable Preferred Stock. In addition, the board formed a special committee of independent and disinterested directors to evaluate potential strategic alternatives intended to create and enhance value for stockholders.

Ashford Hospitality Trust, Inc. reported that it has signed definitive agreements to sell three hotel properties: Le Pavillon, New Orleans, a Tribute Portfolio Hotel, the Embassy Suites by Hilton Austin Arboretum, and the Embassy Suites by Hilton Houston Near the Galleria. The company states that these sales are subject to normal closing conditions and emphasizes that there is no assurance the transactions will be completed on the stated terms or at all. A related press release with more detail is referenced as an exhibit to this report.

Ashford Hospitality Trust, Inc. furnished an 8-K under Regulation FD announcing it held its earnings conference call for the third quarter ended September 30, 2025.

The company attached the call transcript as Exhibit 99.1. The information provided under Item 7.01 is furnished and not deemed “filed,” and is not incorporated by reference unless expressly stated. Listed securities include common stock (AHT) and preferred series D (AHT-PD), F (AHT-PF), G (AHT-PG), H (AHT-PH), and I (AHT-PI) on the NYSE.

Ashford Hospitality Trust (AHT) filed an 8-K announcing it issued a press release with financial results for the third quarter ended September 30, 2025. The press release is furnished as Exhibit 99.1, with the cover page interactive data file included as Exhibit 104.

The filing lists the company’s securities registered on the NYSE, including common stock (AHT) and preferred series D, F, G, H, and I. Detailed financial figures and commentary are contained in the attached earnings release.

Ashford Hospitality Trust completed the disposition of a hotel asset. On October 15, 2025, an indirect subsidiary sold the 150-room Residence Inn San Diego Sorrento Mesa to Lily, LP (successor by assignment from DKN Ventures, LP) for $42 million in cash, subject to customary pro-rations and adjustments.

The company furnished unaudited pro forma financial information as Exhibit 99.1 covering as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024, providing period-specific context for the transaction’s historical presentation.

Ashford Hospitality Trust (AHT) announced that Alex Rose resigned as Executive Vice President, General Counsel & Secretary, effective December 16, 2025. The company stated the resignation was not the result of any disagreement regarding operations, policies, or practices.

The filing identifies this as a leadership transition in the legal function and does not indicate changes to strategy or operations.

Ashford Hospitality Trust (AHT) announced that its Board declared fourth quarter 2025 dividends on multiple preferred stock series. The declaration covers the 8.45% Series D Cumulative Preferred Stock, 7.375% Series F and Series G Cumulative Preferred Stock, 7.50% Series H and Series I Cumulative Preferred Stock, and the Company’s Series J, Series K, Series L, and Series M Redeemable Preferred Stock.

As of September 30, 2025, outstanding shares included 7,672,142 of Series J, 737,805 of Series K, 195,976 of Series L, and 433,601 of Series M. The Company furnished a press release as Exhibit 99.1 under Item 7.01.

Ashford Hospitality Trust, Inc. refinanced the mortgage loan on its 673-room Renaissance Hotel in Nashville, Tennessee. The new non-recourse loan has a balance of $218.1 million, a two-year term with three one-year extension options, and a final maturity in September 2030. It is interest-only and carries a floating interest rate of SOFR + 2.26%, compared with the prior $267.2 million loan at SOFR + 3.98%.

In connection with the refinancing, the preferred equity investment on the property was increased by $53.0 million, and the all-in rate of return on that preferred equity was reduced from 14% to 11.14%. The company disclosed these changes in a press release furnished as an exhibit.

Ashford Hospitality Trust, Inc. reported that it has signed a definitive agreement to sell the 150-room Residence Inn San Diego Sorrento Mesa in California for $42.0 million, which equals about $280,000 per room. The company expects the sale to close in October 2025, subject to normal closing conditions. Ashford notes that there is no assurance the transaction will be completed on these terms or at all, underscoring that the deal could still change or fall through.

Ashford Hospitality Trust, Inc. filed an amended current report to update a prior disclosure about an event dated August 22, 2025. This amendment adds unaudited pro forma financial information for the company as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024. The pro forma data is provided in Exhibit 99.1 and is incorporated by reference, giving investors a supplemental view of how the company’s financials would look under the transaction or structure described in the original report.

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.