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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 15, 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 October 15, 2025, Ashford Mira Mesa San Diego Limited Partnership, an indirect subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the 150-room Residence Inn San Diego Sorrento Mesa hotel located in San Diego, California pursuant to an Agreement of Purchase and Sale, dated as of August 8, 2025, by and between Ashford Mira Mesa San Diego Limited Partnership, as seller, and Lily, LP, as successor in interest by assignment from DKN Ventures, LP, as purchaser, for $42 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, 2025 and the year ended December 31, 2024, 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.

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 20, 2025	By:	/s/ Deric S. Eubanks
		Deric S. Eubanks
		Chief Financial Officer

EX-99.1 2 ahtrisandiegodispoproformas.htm EX-99.1 Document

EXHIBIT 99.1

On October 15, 2025, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 150-room Residence Inn Sorrento Mesa located in San Diego, California (“Residence Inn San Diego”) for total consideration of approximately $41.4 million in cash, net of selling expenses. Additionally, the Company paid approximately $41.3 million to the mortgage lender, with 90% allocated toward loan repayment and 10% allocated to loan reserves and classified as restricted cash. The mortgage loan is secured by 15 hotels including the Residence Inn San Diego.

The following unaudited pro forma financial information of the Company, as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024 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, 2025. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2024, and the six months ended June 30, 2025, assumes the disposition closed on January 1, 2024. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of Residence Inn San Diego and its results of operations, which contains a non-recurring gain associated with the disposition of the hotel property. The pro forma gain and the related tax effects resulting from the disposition of Residence Inn San Diego 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 CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2025

(in thousands, except share and per share amounts)


	Ashford Trust Consolidated Historical (A)		Residence Inn San Diego (B)		Adjustments			Ashford Trust Consolidated Pro Forma
ASSETS
Investments in hotel properties, gross ($140,376 attributable to VIEs)	$	3,273,437	$	34,187	$	—		$	3,239,250
Accumulated depreciation ($(34,311) attributable to VIEs)	(1,029,900)		(15,949)		—			(1,013,951)
Investments in hotel properties, net ($106,065 attributable to VIEs)	2,243,537		18,238		—			2,225,299
Contract asset	370,475		—		—			370,475
Cash and cash equivalents ($4,979 attributable to VIEs)	99,965		2		41,357		(C) (i)	102,347
					2,302		(C) (i)
					(41,275)		(C) (ii)
Restricted cash ($3,743 attributable to VIEs)	153,870		2,596		4,127		(C) (ii)	155,401

Accounts receivable ($787 attributable to VIEs), net of allowance of $507	47,746		296		—			47,450
Inventories ($55 attributable to VIEs)	3,686		—		—			3,686
Notes receivable, net	11,382		—		—			11,382


Investments in unconsolidated entities	7,203		—		—			7,203


Deferred costs, net ($166 attributable to VIEs)	1,706		—		—			1,706

Derivative assets	2,445		—		—			2,445
Operating lease right-of-use assets	43,627		—		—			43,627
Prepaid expenses and other assets ($3,089 attributable to VIEs)	32,993		38		—			32,955




Due from third-party hotel managers	21,813		110		—			21,703
Assets held for sale	18,904		—		—			18,904
Total assets	$	3,059,352	$	21,280	$	6,511		$	3,044,583
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($46,981 attributable to VIEs)	$	2,644,765	$	28,706	$	(8,513)	(C) (ii)	$	2,607,546
Debt associated with hotels in receivership	301,040		—		—			301,040
Finance lease liability	17,771		—		—			17,771

Accounts payable and accrued expenses ($17,896 attributable to VIEs)	130,135		497		—			129,638
Accrued interest payable ($363 attributable to VIEs)	19,851		241		—			19,610
Accrued interest associated with hotels in receivership	69,435		—		—			69,435
Dividends and distributions payable	4,166		—		—			4,166

Due to Ashford Inc., net ($5,815 attributable to VIEs)	8,939		—		—			8,939

Due to related parties, net ($98 attributable to VIEs)	2,666		2		—			2,664
Due to third-party hotel managers ($28 attributable to VIEs)	1,401		—		—			1,401

Operating lease liabilities	44,156		—		—			44,156

Other liabilities ($28,841 attributable to VIEs)	33,940		—		—			33,940
Liabilities related to assets held for sale	29,153		—		—			29,153
Total liabilities	3,307,418		29,446		(8,513)			3,269,459
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership	21,993		—		—			21,993
Series J Redeemable Preferred Stock, $0.01 par value, 7,699,923 shares issued and outstanding at June 30, 2025	178,571		—		—			178,571
Series K Redeemable Preferred Stock, $0.01 par value, 747,299 shares issued and outstanding at June 30, 2025	18,523		—		—			18,523
Series L Redeemable Preferred Stock, $0.01 par value, 112,181 shares issued and outstanding at June 30, 2025	2,580		—		—			2,580
Series M Redeemable Preferred Stock, $0.01 par value, 145,232 shares issued and outstanding at June 30, 2025	3,576		—		—			3,576
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, 2025	11		—		—			11
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at June 30, 2025	10		—		—			10
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at June 30, 2025	15		—		—			15
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at June 30, 2025	10		—		—			10
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at June 30, 2025	11		—		—			11
Common stock, $0.01 par value, 395,000,000 shares authorized, 5,908,610 shares issued and outstanding at June 30, 2025	59		—		—			59
Additional paid-in capital	2,394,458		(8,166)		18,238		(C) (i)	2,394,458
					2,302		(C) (i)
					(28,706)		(C) (ii)
Accumulated deficit	(2,880,095)		—		23,119		(C) (i)	(2,856,905)
					71		(C) (ii)
Total stockholders’ equity (deficit) of the Company	(485,521)		(8,166)		15,024			(462,331)
Noncontrolling interest in consolidated entities	12,212		—		—			12,212
Total equity (deficit)	(473,309)		(8,166)		15,024			(450,119)
Total liabilities and equity/deficit	$	3,059,352	$	21,280	$	6,511		$	3,044,583

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A)Represents the historical consolidated balance sheet of Ashford Trust as of June 30, 2025, as reported in its Quarterly Report on Form 10-Q, filed on August 14, 2025.

(B)Represents the removal of the historical balance sheet of Residence Inn San Diego as of June 30, 2025.

(C)Represents adjustments for Ashford Trust’s disposition of Residence Inn San Diego as of June 30, 2025, which includes: (i) an adjustment for the cash consideration received of approximately $41.4 million, net of selling expenses and cash received for hotel net working capital and (ii) the cash paid to repay the mortgage loan partially secured by Residence Inn San Diego of which 90% was applied toward loan repayment and 10% was allocated to loan reserves and classified as restricted cash.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2024

(in thousands, except share and per share amounts)


	Ashford Trust Consolidated Historical (A)		Residence Inn San Diego (B)		Adjustments			Ashford Trust Consolidated Pro Forma
REVENUE
Rooms	$	889,753	$	9,030	$	—		$	880,723
Food and beverage	212,581		22		—			212,559
Other hotel revenue	67,800		713		—			67,087
Total hotel revenue	1,170,134		9,765		—			1,160,369
Other	2,325		—		—			2,325
Total revenue	1,172,459		9,765		—			1,162,694
EXPENSES
Hotel operating expenses:
Rooms	209,569		1,845		—			207,724
Food and beverage	145,304		5		—			145,299
Other expenses	418,077		2,531		—			415,546
Management fees	42,406		684		—			41,722
Total hotel expenses	815,356		5,065		—			810,291
Property taxes, insurance and other	64,103		662		—			63,441
Depreciation and amortization	152,776		975		—			151,801

Impairment charges	59,331		—		—			59,331

Advisory services fee	58,606		—		—			58,606
Corporate, general and administrative	24,662		—		—			24,662
Total operating expenses	1,174,834		6,702		—			1,168,132
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties	94,406		—		23,119		(C) (i)	117,525
Gain (loss) on derecognition of assets	167,177		—		—			167,177
OPERATING INCOME (LOSS)	259,208		3,063		23,119			279,264
Equity in earnings (loss) of unconsolidated entities	(2,370)		—		—			(2,370)
Interest income	6,942		94		—			6,848
Other income (expense)	108		—		—			108
Interest expense and amortization of discounts and loan costs	(273,359)		2,542		—			(275,901)
Interest expense associated with hotels in receivership	(45,592)		—		—			(45,592)
Write-off of premiums, loan costs and exit fees	(5,245)		4		71		(C) (ii)	(5,178)
Gain (loss) on extinguishment of debt	2,774		—		—			2,774

Realized and unrealized gain (loss) on derivatives	(6,480)		—		—			(6,480)
INCOME (LOSS) BEFORE INCOME TAXES	(64,014)		5,703		23,190			(46,527)
Income tax (expense) benefit	(997)		—		—			(997)




NET INCOME (LOSS)	(65,011)		5,703		23,190			(47,524)
(Income) loss attributable to noncontrolling interest in consolidated entities	4,028		—		—			4,028
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	683		—		(178)		(C) (iii)	505
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(60,300)		5,703		23,012			(42,991)
Preferred dividends	(22,686)		—		—			(22,686)
Deemed dividends on redeemable preferred stock	(2,906)		—		—			(2,906)
Gain (loss) on extinguishment of preferred stock	3,370		—		—			3,370
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(82,522)	$	5,703	$	23,012		$	(65,213)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders	$	(17.54)						$	(13.86)
Weighted average common shares outstanding—basic	4,706							4,706
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders	$	(17.54)						$	(13.86)
Weighted average common shares outstanding—diluted	4,706							4,706

See accompanying notes.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Six Months Ended June 30, 2025

(in thousands, except share and per share amounts)


	Ashford Trust Consolidated Historical (A)		Residence Inn San Diego (B)		Adjustments			Ashford Trust Consolidated Pro Forma
REVENUE
Rooms	$	433,504	$	4,027	$	—		$	429,477
Food and beverage	109,865		1		—			109,864
Other hotel revenue	35,226		374		—			34,852
Total hotel revenue	578,595		4,402		—			574,193
Other	765		—		—			765
Total revenue	579,360		4,402		—			574,958
EXPENSES
Hotel operating expenses:
Rooms	99,449		896		—			98,553
Food and beverage	71,181		(4)		—			71,185
Other expenses	196,482		1,218		—			195,264
Management fees	20,192		308		—			19,884
Total hotel expenses	387,304		2,418		—			384,886
Property taxes, insurance and other	32,283		330		—			31,953
Depreciation and amortization	72,615		469		—			72,146

Impairment charges	1,447		—		—			1,447

Advisory services fee	23,562		—		—			23,562
Corporate, general and administrative	9,817		—		—			9,817
Total operating expenses	527,028		3,217		—			523,811
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties	38,552		—		—			38,552
Gain (loss) on derecognition of assets	19,946		—		—			19,946
OPERATING INCOME (LOSS)	110,830		1,185		—			109,645
Equity in earnings (loss) of unconsolidated entities	(387)		—		—			(387)
Interest income	2,467		50		—			2,417

Interest expense and amortization of discounts and loan costs	(137,489)		551		—			(138,040)
Interest expense associated with hotels in receivership	(19,948)		—		—			(19,948)
Write-off of premiums, loan costs and exit fees	(6,083)		99		—			(6,182)
Gain (loss) on extinguishment of debt	(15)		—		—			(15)

Realized and unrealized gain (loss) on derivatives	(3,576)		—		—			(3,576)
INCOME (LOSS) BEFORE INCOME TAXES	(54,201)		1,885		—			(56,086)
Income tax (expense) benefit	(436)		—		—			(436)




NET INCOME (LOSS)	(54,637)		1,885		—			(56,522)
(Income) loss attributable to noncontrolling interest in consolidated entities	3,188		—		—			3,188
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	1,082		—		29		(C) (iii)	1,111
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(50,367)		1,885		29			(52,223)
Preferred dividends	(13,746)		—		—			(13,746)
Deemed dividends on redeemable preferred stock	(3,587)		—		—			(3,587)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(67,700)	$	1,885	$	29		$	(69,556)
INCOME (LOSS) PER SHARE - BASIC:
Income (loss) attributable to common stockholders	$	(11.82)						$	(12.14)
Weighted average common shares outstanding—basic	5,728							5,728
INCOME (LOSS) PER SHARE - DILUTED:
Income (loss) attributable to common stockholders	$	(11.82)						$	(12.14)
Weighted average common shares outstanding—diluted	5,728							5,728

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(A)Represents the historical consolidated statement of operations of Ashford Trust for the year ended December 31, 2024, as reported in its Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 21, 2025 and the historical consolidated statement of operations of Ashford Trust for the six months ended June 30, 2025, as reported in its Quarterly Report on Form 10-Q, filed on August 14, 2025.

(B)Represents the removal of the historical consolidated statements of operations of Residence Inn San Diego for the year ended December 31, 2024, and the six months ended June 30, 2025.

(C)Represents adjustments for the Company’s sale of Residence Inn San Diego, which includes: (i) the estimated non-recurring gain on the disposition of Residence Inn San Diego for the year ended December 31, 2024; (ii) an adjustment for write off of loan costs; and (iii) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Residence Inn San Diego, including the estimated non-recurring gain for the year ended December 31, 2024, based on an ownership percentage of 1.02% for the year ended December 31, 2024 and 1.56% for the six months ended June 30, 2025. There is no estimated tax effect of the hotel no longer being part of the consolidated group for the year ended December 31, 2024 and the six months ended June 30, 2025. The pro forma gain resulting from the disposition of Residence Inn San Diego is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.