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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): June 9, 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

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ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On June 9, 2026, Ashford MV San Diego LP, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Sheraton Mission Valley located in San Diego, California pursuant to an Agreement of Purchase and Sale, dated as of March 26, 2026, as amended, by and between Ashford MV San Diego LP, as seller, and Hotel Circle Holdings LLC, as purchaser, for approximately $45.3 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 three months ended March 31, 2026 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)

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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: June 12, 2026			By:			/s/ Justin Coe
						Justin Coe
						Chief Accounting Officer

EXHIBIT 99.1

On June 9, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 260-room Sheraton San Diego Mission Valley located in San Diego, California (“Sheraton San Diego”) for total consideration of approximately $45.0 million in cash, net of selling expenses. Additionally, the Company paid approximately $35.9 million to the mortgage lender. The mortgage loan is secured by 15 hotels including Sheraton San Diego.

The following unaudited pro forma financial information of the Company, as of and for the three months ended March 31, 2026, 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 March 31, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the three months ended March 31, 2026, 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 Sheraton 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 Sheraton 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.

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ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

March 31, 2026

(in thousands, except share and per share amounts) 

			Ashford Trust Consolidated Historical (A)						Sheraton San Diego (B)						Adjustments						Ashford Trust Consolidated Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)			$	2,617,922					$	56,864					$	—					$	2,561,058
Accumulated depreciation ($(6,594) attributable to VIEs)			(810,924)						(20,101)						—						(790,823)
Investments in hotel properties, net ($76,193 attributable to VIEs)			1,806,998						36,763						—						1,770,235
Contract asset			335,979						—						—						335,979
Cash and cash equivalents ($1,011 attributable to VIEs)			78,042						324						44,964			(C) (i)			81,979
															(4,831)			(C) (i)
															(35,872)			(C) (ii)
Restricted cash ($4,203 attributable to VIEs)			141,203						—						—						141,203
Accounts receivable ($170 attributable to VIEs), net of allowance of $435			43,426						694						—						42,732
Inventories ($34 attributable to VIEs)			3,106						53						—						3,053
Notes receivable, net			12,486						—						—						12,486
Investments in unconsolidated entities			7,063						—						—						7,063
Deferred costs, net ($79 attributable to VIEs)			1,210						—						—						1,210
Derivative assets			1,212						—						—						1,212
Operating lease right-of-use assets			41,035						—						—						41,035
Prepaid expenses and other assets ($153 attributable to VIEs)			53,235						303						—						52,932
Due from third-party hotel managers			24,535						—						—						24,535
Assets held for sale			55,779						—						—						55,779
Total assets			$	2,605,309					$	38,137					$	4,261					$	2,571,433
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,910 attributable to VIEs)			$	2,287,163					$	32,092					$	(3,044)		(C) (ii)			$	2,252,027
Debt associated with hotels in receivership			252,000						—						—						252,000
Finance lease liability			17,417						—						—						17,417
Accounts payable and accrued expenses ($15,427 attributable to VIEs)			140,837						5,411						—						135,426
Accrued interest payable ($151 attributable to VIEs)			31,787						125						—						31,662
Accrued interest associated with hotels in receivership			83,979						—						—						83,979
Dividends and distributions payable			4,247						—						—						4,247
Due to Ashford Inc., net			65,638						—						—						65,638
Due to related parties, net ($3,517 attributable to VIEs)			12,319						669						—						11,650
Due to third-party hotel managers			1,306						—						—						1,306
Operating lease liabilities			44,042						—						—						44,042
Other liabilities ($28,919 attributable to VIEs)			36,695						—						—						36,695
Liabilities related to assets held for sale			66,613						—						—						66,613
Total liabilities			3,044,043						38,297						(3,044)						3,002,702
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership			19,945						—						—						19,945
Series J Redeemable Preferred Stock, $0.01 par value, 7,684,197 shares issued and outstanding at March 31, 2026			183,655						—						—						183,655
Series K Redeemable Preferred Stock, $0.01 par value, 731,102 shares issued and outstanding at March 31, 2026			18,591						—						—						18,591
Series L Redeemable Preferred Stock, $0.01 par value, 238,191 shares issued and outstanding at March 31, 2026			5,547						—						—						5,547
Series M Redeemable Preferred Stock, $0.01 par value, 550,888 shares issued and outstanding at March 31, 2026			13,831						—						—						13,831
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 March 31, 2026			11						—						—						11
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at March 31, 2026			10						—						—						10
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at March 31, 2026			15						—						—						15
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at March 31, 2026			10						—						—						10
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at March 31, 2026			11						—						—						11
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,476,491 shares issued and outstanding at March 31, 2026			65						—						—						65
Additional paid-in capital			2,402,044						(160)						36,763			(C) (i)			2,402,044
															(4,831)			(C) (i)
															(32,092)			(C) (ii)
Accumulated deficit			(3,097,325)						—						8,201			(C) (i)			(3,089,860)
															(736)			(C) (ii)
Total stockholders’ equity (deficit) of the Company			(695,159)						(160)						7,305						(687,694)
Noncontrolling interest in consolidated entities			14,856						—						—						14,856
Total equity (deficit)			(680,303)						(160)						7,305						(672,838)
Total liabilities and equity/deficit			$	2,605,309					$	38,137					$	4,261					$	2,571,433

See accompanying notes.

2

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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 March 31, 2026, as reported in its Quarterly Report on Form 10-Q, filed on May 14, 2026.

(B)Represents the removal of the historical balance sheet of Sheraton San Diego as of March 31, 2026.

(C)Represents adjustments for Ashford Trust’s disposition of Sheraton San Diego as of March 31, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $45.0 million, net of selling expenses and cash paid for hotel net working capital and (ii) the cash paid to repay the mortgage loan partially secured by Sheraton San Diego.

3

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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 per share amounts)

			Ashford Trust Consolidated Historical (A)						Sheraton San Diego (B)						Adjustments																								Ashford Trust Consolidated Pro Forma
REVENUE
Rooms			$	825,623					$	13,096					$	—																							$	812,527
Food and beverage			207,588						1,416						—																								206,172
Other hotel revenue			69,643						753						—																								68,890
Total hotel revenue			1,102,854						15,265						—																								1,087,589
Other			1,534						—						—																								1,534
Total revenue			1,104,388						15,265						—																								1,089,123
EXPENSES
Hotel operating expenses:
Rooms			198,106						3,304						—																								194,802
Food and beverage			139,828						1,315						—																								138,513
Other expenses			392,070						5,604						—																								386,466
Management fees			38,264						455						—																								37,809
Total hotel expenses			768,268						10,678						—																								757,590
Property taxes, insurance and other			59,793						654						—																								59,139
Depreciation and amortization			141,295						1,667						—																								139,628
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						12,999						—																								1,093,827
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties			79,799						—						8,201																					(C) (i)			88,000
Gain (loss) on derecognition of assets			39,054						—						—																								39,054
OPERATING INCOME (LOSS)			116,415						2,266						8,201																								122,350
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)						(3,405)						—																								(252,824)
Interest expense associated with hotels in receivership			(39,038)						—						—																								(39,038)
Write-off of premiums, loan costs and exit fees			(8,853)						(182)						(736)																					(C) (ii)			(9,407)
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)						(1,321)						7,465																								(179,516)
Income tax (expense) benefit			143						—						—																								143
NET INCOME (LOSS)			(188,159)						(1,321)						7,465																								(179,373)
(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						—						(126)																					(C) (iv)			3,136
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY			(179,839)						(1,321)						7,339																								(171,179)
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)					$	(1,321)					$	7,339																							$	(206,344)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders			$	(35.99)																																			$	(34.54)
Weighted average common shares outstanding—basic			5,974																																				5,974
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders			$	(35.99)																																			$	(34.54)
Weighted average common shares outstanding—diluted			5,974																																				5,974

See accompanying notes.

4

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ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2026

(in thousands, except per share amounts)

			Ashford Trust Consolidated Historical (A)						Sheraton San Diego (B)												Adjustments						Ashford Trust Consolidated Pro Forma
REVENUE
Rooms			$	200,025					$	2,977											$	—					$	197,048
Food and beverage			51,570						351												—						51,219
Other hotel revenue			15,983						219												—						15,764
Total hotel revenue			267,578						3,547												—						264,031
Other			154						—												—						154
Total revenue			267,732						3,547												—						264,185
EXPENSES
Hotel operating expenses:
Rooms			46,190						732												—						45,458
Food and beverage			34,383						414												—						33,969
Other expenses			91,273						1,364												—						89,909
Management fees			9,284						106												—						9,178
Total hotel expenses			181,130						2,616												—						178,514
Property taxes, insurance and other			14,894						127												—						14,767
Depreciation and amortization			32,006						513												—						31,493
Impairment charges			112,649						—												—						112,649
Advisory services fee			20,023						—												—						20,023
Corporate, general and administrative			1,602						—												—						1,602
Total operating expenses			362,304						3,256												—						359,048
Gain (loss) on disposition of assets and hotel properties			100,030						—												—						100,030
Gain (loss) on derecognition of assets			7,790						—												—						7,790
OPERATING INCOME (LOSS)			13,248						291												—						12,957
Equity in earnings (loss) of unconsolidated entities			(202)						—												—						(202)
Interest income			922						—												—						922
Other income (expense)			3,223						—												—						3,223
Interest expense and amortization of discounts and loan costs			(73,554)						(868)												—						(72,686)
Interest expense associated with hotels in receivership			(7,820)						—												—						(7,820)
Write-off of premiums, loan costs and exit fees			(1,254)						—												—						(1,254)
Gain (loss) on extinguishment of debt			(25)						—												—						(25)
Realized and unrealized gain (loss) on derivatives			757						—												—						757
INCOME (LOSS) BEFORE INCOME TAXES			(64,705)						(577)												—						(64,128)
Income tax (expense) benefit			(752)						—												26			(C) (iii)			(726)
NET INCOME (LOSS)			(65,457)						(577)												26						(64,854)
(Income) loss attributable to noncontrolling interest in consolidated entities			655						—												—						655
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership			1,030						—												(9)			(C) (iv)			1,021
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY			(63,772)						(577)												17						(63,178)
Preferred dividends			(2,714)						—												—						(2,714)
Deemed dividends on redeemable preferred stock			(4,600)						—												—						(4,600)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS			$	(71,086)					$	(577)											$	17					$	(70,492)
INCOME (LOSS) PER SHARE - BASIC:
Income (loss) attributable to common stockholders			$	(11.03)																							$	(10.94)
Weighted average common shares outstanding—basic			6,442																								6,442
INCOME (LOSS) PER SHARE - DILUTED:
Income (loss) attributable to common stockholders			$	(11.03)																							$	(10.94)
Weighted average common shares outstanding—diluted			6,442																								6,442

See accompanying notes.

5

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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 and the historical consolidated statement of operations of Ashford Trust for the three months ended March 31, 2026, as reported in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 14, 2026.

(B)Represents the removal of the historical consolidated statements of operations of Sheraton San Diego for the year ended December 31, 2025 and the three months ended March 31, 2026.

(C)Represents adjustments for the Company’s sale of Sheraton San Diego, which includes: (i) the estimated non-recurring gain on the disposition of Sheraton San Diego for the year ended December 31, 2025; (ii) an adjustment for write off of loan costs; (iii) an adjustment for the estimated tax effect of the hotel no longer being part of the consolidated group for the three months ended March 31, 2026; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Sheraton San Diego, 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 and 1.43% for the three months ended March 31, 2026. There was no material 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 Sheraton San Diego is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.

6