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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): April 7, 2026

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
Preferred Stock Repurchase Rights New York Stock Exchange


ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On April 7, 2026, Palm Beach Florida Hotel and Office Building Limited Partnership, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Embassy Suites by Hilton Palm Beach Gardens PGA Boulevard located in Palm Beach Gardens, Florida pursuant to an Agreement of Purchase and Sale, dated as of February 25, 2026, by and between Palm Beach Florida Hotel and Office Building Limited Partnership, as seller, and PBG Embassy Partners, LLC, as purchaser, for $41 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 year ended December 31, 2025, 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.
101    Inline Interactive Data Files.
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: April 10, 2026 By: /s/ Justin Coe
Justin Coe
Chief Accounting Officer


EX-99.1 2 ahtespalmbeachproformas.htm EX-99.1 Document
EXHIBIT 99.1
On April 7, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 160-room Palm Beach Gardens Embassy Suites PGA Blvd located in Palm Beach Gardens, Florida (“Embassy Suites Palm Beach”) for total consideration of approximately $40.5 million in cash, net of selling expenses. Additionally, the Company paid approximately $40.0 million to the mortgage lender. Prior to the sale, the mortgage loan was secured by eleven hotels including the Embassy Suites Palm Beach.
The following unaudited pro forma financial information of the Company, as of and for the year ended December 31, 2025 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 December 31, 2025. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2025, assumes the disposition closed on January 1, 2025. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of Embassy Suites Palm Beach 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 Embassy Suites Palm Beach 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
December 31, 2025
(in thousands, except share and per share amounts) 
Ashford Trust Consolidated
Historical (A)
Embassy Suites Palm Beach (B)
 Adjustments Ashford Trust
Consolidated
Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs) $ 3,069,016  $ 30,267  $ —  $ 3,038,749 
Accumulated depreciation ($(5,558) attributable to VIEs)
 (983,772) (11,591) —  (972,181)
Investments in hotel properties, net ($77,229 attributable to VIEs)
 2,085,244  18,676  —  2,066,568 
Contract asset 355,138  —  —  355,138 
Cash and cash equivalents ($468 attributable to VIEs)
 66,145  325  40,536  (C) (i) 66,367 
11  (C) (i)
(40,000) (C) (ii)
Restricted cash ($4,731 attributable to VIEs)
 149,580  —  —  149,580 
Accounts receivable ($143 attributable to VIEs), net of allowance of $424
 32,752  281  —  32,471 
Inventories ($44 attributable to VIEs)
 3,598  57  —  3,541 
Notes receivable, net 12,187  —  —  12,187 
Investments in unconsolidated entities 7,265  —  —  7,265 
Deferred costs, net ($80 attributable to VIEs)
 1,529  100  —  1,429 
Derivative assets 410  —  —  410 
Operating lease right-of-use assets 43,582  —  —  43,582 
Prepaid expenses and other assets ($40 attributable to VIEs)
 32,057  301  —  31,756 
Due from third-party hotel managers 25,667  —  —  25,667 
Assets held for sale 18,478  —  —  18,478 
Total assets $ 2,833,632  $ 19,740  $ 547  $ 2,814,439 
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,961 attributable to VIEs)
 $ 2,526,608  $ 18,670  $ (21,332) (C) (ii) $ 2,486,606 
Debt associated with hotels in receivership 272,800  —  —  272,800 
Finance lease liability 17,536  —  —  17,536 
Accounts payable and accrued expenses ($15,534 attributable to VIEs)
 123,773  922  —  122,851 
Accrued interest payable ($152 attributable to VIEs)
 13,993  67  —  13,926 
Accrued interest associated with hotels in receivership 82,338  —  —  82,338 
Dividends and distributions payable
 4,247  —  —  4,247 
Due to Ashford Inc., net 40,643  —  —  40,643 
Due to related parties, net ($3,438 attributable to VIEs)
 1,949  (36) —  1,985 
Due to third-party hotel managers 882  —  —  882 
Operating lease liabilities 44,045  —  —  44,045 
Other liabilities ($28,897 attributable to VIEs)
 36,768  —  — 

36,768 
Liabilities related to assets held for sale 41,292  —  —  41,292 
Total liabilities 3,206,874  19,623  (21,332) 3,165,919 
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership 20,516  —  —  20,516 
Series J Redeemable Preferred Stock, $0.01 par value, 7,684,201 shares issued and outstanding at December 31, 2025
 179,818  —  —  179,818 
Series K Redeemable Preferred Stock, $0.01 par value, 731,102 shares issued and outstanding at December 31, 2025
 18,215  —  —  18,215 
Series L Redeemable Preferred Stock, $0.01 par value, 238,191 shares issued and outstanding at December 31, 2025
 5,484  —  —  5,484 
Series M Redeemable Preferred Stock, $0.01 par value, 550,888 shares issued and outstanding at December 31, 2025
 13,566  —  —  13,566 
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 December 31, 2025
 11  —  —  11 
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at December 31, 2025
 10  —  —  10 
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at December 31, 2025
 15  —  —  15 
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at December 31, 2025
 10  —  —  10 
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at December 31, 2025
 11  —  —  11 
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,476,157 shares issued and outstanding at December 31, 2025
 65  —  —  65 
Additional paid-in capital 2,402,015  117  18,776  (C) (i) 2,402,015 
11  (C) (i)
(18,670) (C) (ii)
Accumulated deficit (3,028,489) —  21,760  (C) (i) (3,006,727)
2  (C) (ii)
Total stockholders’ equity (deficit) of the Company (626,352) 117  21,879  (604,590)
Noncontrolling interest in consolidated entities 15,511  —  —  15,511 
Total equity (deficit) (610,841) 117  21,879  (589,079)
Total liabilities and equity/deficit $ 2,833,632  $ 19,740  $ 547  $ 2,814,439 
See accompanying notes.
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(A)Represents the historical consolidated balance sheet of Ashford Trust as of December 31, 2025, as reported in its Annual Report on Form 10-K, filed on March 23, 2026.
(B)Represents the removal of the historical balance sheet of Embassy Suites Palm Beach as of December 31, 2025.
(C)Represents adjustments for Ashford Trust’s disposition of Embassy Suites Palm Beach as of December 31, 2025, which includes: (i) an adjustment for the cash consideration received of approximately $40.5 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 Embassy Suites Palm Beach.
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ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2025
(in thousands, except share and per share amounts)
Ashford Trust Consolidated
Historical (A)
Embassy Suites Palm Beach (B)
 Adjustments Ashford Trust
Consolidated
Pro Forma
REVENUE
Rooms $ 825,623  $ 8,630  $ —  $ 816,993 
Food and beverage 207,588  733  —  206,855 
Other hotel revenue 69,643  630  —  69,013 
Total hotel revenue 1,102,854  9,993  —  1,092,861 
Other 1,534  —  —  1,534 
Total revenue 1,104,388  9,993  —  1,094,395 
EXPENSES
Hotel operating expenses:
Rooms 198,106  1,868  —  196,238 
Food and beverage 139,828  414  —  139,414 
Other expenses 392,070  3,769  —  388,301 
Management fees 38,264  302  —  37,962 
Total hotel expenses 768,268  6,353  —  761,915 
Property taxes, insurance and other 59,793  730  —  59,063 
Depreciation and amortization 141,295  2,677  —  138,618 
Impairment charges 67,648  —  —  67,648 
Advisory services fee 49,039  —  —  49,039 
Corporate, general and administrative 20,783  —  —  20,783 
Total operating expenses 1,106,826  9,760  —  1,097,066 
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties
 79,799  —  21,760  (C) (i) 101,559 
Gain (loss) on derecognition of assets 39,054  —  —  39,054 
OPERATING INCOME (LOSS) 116,415  233  21,760  137,942 
Equity in earnings (loss) of unconsolidated entities (325) —  —  (325)
Interest income 4,739  —  —  4,739 
Interest expense and amortization of discounts and loan costs (256,229) (1,844) —  (254,385)
Interest expense associated with hotels in receivership (39,038) —  —  (39,038)
Write-off of premiums, loan costs and exit fees (8,853) (127) 2 
(C) (ii)
 (8,724)
Gain (loss) on extinguishment of debt 335  —  —  335 
Realized and unrealized gain (loss) on derivatives (5,346) —  —  (5,346)
INCOME (LOSS) BEFORE INCOME TAXES (188,302) (1,738) 21,762  (164,802)
Income tax (expense) benefit 143  —  —  143 
NET INCOME (LOSS) (188,159) (1,738) 21,762  (164,659)
(Income) loss attributable to noncontrolling interest in consolidated entities 5,058  —  —  5,058 
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership 3,262  —  (336)
(C) (iii)
 2,926 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY (179,839) (1,738) 21,426  (156,675)
Preferred dividends (28,216) —  —  (28,216)
Deemed dividends on redeemable preferred stock (6,949) —  —  (6,949)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (215,004) $ (1,738) $ 21,426  $ (191,840)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders $ (35.99) $ (32.11)
Weighted average common shares outstanding—basic 5,974  5,974 
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders $ (35.99) $ (32.11)
Weighted average common shares outstanding—diluted 5,974  5,974 
See accompanying notes.
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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, 2025, as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 23, 2026.
(B)Represents the removal of the historical consolidated statement of operations of Embassy Suites Palm Beach for the year ended December 31, 2025.
(C)Represents adjustments for the Company’s sale of Embassy Suites Palm Beach, which includes: (i) the estimated non-recurring gain on the disposition of Embassy Suites Palm Beach for the year ended December 31, 2025; (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 Embassy Suites Palm Beach, including the estimated non-recurring gain for the year ended December 31, 2025, based on an ownership percentage of 1.43% for the year ended December 31, 2025. There is no estimated tax effect of the hotel no longer being part of the consolidated group for the year ended December 31, 2025. The pro forma gain resulting from the disposition of Embassy Suites Palm Beach is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
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