[Form 4] ASHFORD HOSPITALITY TRUST INC Insider Trading Activity

Ashford Hospitality Trust CFO Deric S. Eubanks reported several equity award updates.

Rhea-AI Filing Summary

Ashford Hospitality Trust CFO Deric S. Eubanks reported several equity award updates. He forfeited 3,560 Performance Stock Units (2023) after certain performance criteria were not met, and the remaining 836 units were exercised and converted into 836 shares of common stock at a stated price of $0.00 per share.

To cover tax-withholding obligations tied to dividend equivalents and vesting of prior awards, 204 common shares were forfeited back to the company at $2.85 per share, leaving 3,820 common shares held directly. He also holds 5,795 special long-term incentive partnership units indirectly through DESE II LLC, 111.6 common limited partnership units, and 2 common shares indirectly through his spouse’s IRA, which are convertible into common stock as described.

Insider Trade Summary

836 shares exercised/converted

Exercise 7 txns

Insider Eubanks Deric S

Role CFO and Treasurer

Type	Security	Shares	Price	Value
Disposition	Performance Stock Units (2023)	3,560	$0.00	$0.00
Exercise	Performance Stock Units (2023)	836	$0.00	$0.00
Exercise	Common Stock	836	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	204	$2.85	$581.40
holding	Special Limited Partnership Units	--	--	--
holding	Common Limited Partnership Units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Stock Units (2023) — 0 contracts (Direct); Common Stock — 3,820 shares (Direct); Special Limited Partnership Units — 5,795 contracts (Indirect, DESE II LLC); Common Limited Partnership Units — 111.6 contracts (Direct); Common Stock — 2 shares (Indirect, By spouse's IRA)

Footnotes (10)

1. F1. Each performance stock unit ("Performance Stock Unit") award granted in 2023 represented a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table.
2. F2. Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the award of dividend equivalent rights and the vesting of Performance Stock Units, restricted stock and common stock held by the Reporting Person.
3. F3. Represents the closing price of the common stock on February 23, 2026, the last trading day before the date of forfeiture.
4. F4. Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 250% of the target number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2025 (with respect to the 2023 grant).
5. F5. Represents 3,560 shares that were forfeited due to certain performance criteria of the 2023 Performance Stock Unit award not being met.
6. F6. Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of the Common Units.
7. F7. Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.
8. F8. Common Limited Partnership Units ("Common Units") of the Subsidiary. Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.
9. F9. Neither the Common Units nor the LTIP Units have an expiration date.
10. F10. Reflects aggregate number of Common Units currently held by the Reporting Person, some of which may have been converted from special long-term incentive partnership units of the Subsidiary by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 8 discussing the convertibility of the Common Units.

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Accepted by SEC EDGAR 02/26/2026 - 06:13 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Eubanks Deric S

(Last) (First) (Middle)

14185 DALLAS PARKWAY,

SUITE 1200

(Street)

DALLAS TX 75254

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC [ AHT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2026		M		836	A	(1)	4,024	D
Common Stock	02/24/2026		F(2)		204	D	$2.85(3)	3,820	D
Common Stock								2	I	By spouse's IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units (2023)(1)	$0.00(1)	02/24/2026		D(5)			3,560	12/31/2025	12/31/2025	Common Stock	836(4)	(1)	836(4)	D
Performance Stock Units (2023)(1)	$0.00(1)	02/24/2026		M			836	12/31/2025	12/31/2025	Common Stock	0	(1)	0	D
Special Limited Partnership Units(6)	$0.00(6)							(6)	(9)	Common Stock	5,795(6)		5,795(7)	I	DESE II LLC
Common Limited Partnership Units(8)	$0.00(8)							(8)	(9)	Common Stock	111.6(8)		111.6(10)	D

Explanation of Responses:

1. Each performance stock unit ("Performance Stock Unit") award granted in 2023 represented a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table.

2. Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the award of dividend equivalent rights and the vesting of Performance Stock Units, restricted stock and common stock held by the Reporting Person.

3. Represents the closing price of the common stock on February 23, 2026, the last trading day before the date of forfeiture.

4. Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 250% of the target number of Performance Stock Units reported, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2025 (with respect to the 2023 grant).

5. Represents 3,560 shares that were forfeited due to certain performance criteria of the 2023 Performance Stock Unit award not being met.

6. Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of the Common Units.

7. Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.

8. Common Limited Partnership Units ("Common Units") of the Subsidiary. Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.

9. Neither the Common Units nor the LTIP Units have an expiration date.

10. Reflects aggregate number of Common Units currently held by the Reporting Person, some of which may have been converted from special long-term incentive partnership units of the Subsidiary by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 8 discussing the convertibility of the Common Units.

	/s/ Deric S. Eubanks	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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