ASHFORD HOSPITALITY TRUST INC SEC Filings

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 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.

Ashford Hospitality Trust director Monty J. Bennett reported multiple partnership-unit and stock transactions on February 24, 2026, largely through affiliated entities. Texas Yarrow LLC forfeited 20,174.50 Performance LTIP Units from a 2023 award after performance criteria were not met, leaving 1,660 such units that were then exercised and converted into Special Limited Partnership Units.

Footnotes explain that Special and Common Limited Partnership Units in the operating partnership can be redeemed for cash or, at the issuer’s option, converted into common stock on a 1-for-1 basis. On that date, 471.6 Common Limited Partnership Units were redeemed by the issuer for 471 shares of common stock, held indirectly via Ashford Financial Corporation, reflecting only Bennett’s pecuniary interest in those shares.

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, Inc. registers preferred shares via a prospectus supplement. The supplement, dated February 25, 2026, updates the prospectus to register 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock with a stated liquidation preference of $25.00 per share.

The Supplement incorporates a Form 8-K filed February 25, 2026 attaching the Company’s fourth quarter 2025 earnings press release as Exhibit 99.1. The disclosure notes the Preferred Stock has no public trading market and limited liquidity.

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. registers 11,200,000 shares of Series L redeemable preferred stock and 4,800,000 shares of Series M redeemable preferred stock with a liquidation preference of $25.00 per share.

The supplement incorporates an attached Form 8-K dated February 24, 2026 that discloses the retirement of director Sonny Sra for health reasons and a board-adopted bylaw amendment reducing the quorum for the 2026 annual meeting to at least one-third of votes entitled to be cast, effective February 24, 2026.

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.