aht-20260127

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): January 27, 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

ITEM 7.01 REGULATION FD DISCLOSURE.

On January 27, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) announced certain tax reporting information related to its 2025 preferred dividends. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number Description

99.1 Press Release of the Company, dated January 27, 2026

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: January 27, 2026	By:	/s/ Deric S. Eubanks
		Deric S. Eubanks
		Chief Financial Officer

EXHIBIT 99.1

NEWS RELEASE


Contact:	Deric Eubanks	Allison Beach	Joe Calabrese
	Chief Financial Officer	Media Contact	Financial Relations Board
	(972) 490-9600	(972) 490-9600	(212) 827-3772

ASHFORD HOSPITALITY TRUST ANNOUNCES TAX REPORTING INFORMATION FOR 2025 PREFERRED SHARE DISTRIBUTIONS

DALLAS, January 27, 2026 – Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) today announced the tax reporting (Federal Form 1099-DIV) information for the 2025 distributions on its Series D, F, G, H, I, J, K, L and M preferred shares.

The amounts below represent the income tax treatment applicable to each distribution that is reportable in 2025. The preferred distributions that the Company paid on January 15, 2025 to stockholders of record as of December 31, 2024 are reportable in 2025. The preferred distributions declared to stockholders of record as of December 31, 2025 remain unpaid, will be paid as soon as practicable, and we expect that they will be reported in the year of payment.


Security Description	CUSIP	Ticker Symbol	Distributions Per Share *	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Series D Cumulative Preferred Stock	44103406	AHTPrD	$2.1124000	$0.0000000	$0.0000000	$0.0000000	$2.1124000
Series F Cumulative Preferred Stock	44103604	AHTPrF	$1.8436000	$0.0000000	$0.0000000	$0.0000000	$1.8436000
Series G Cumulative Preferred Stock	44103703	AHTPrG	$1.8436000	$0.0000000	$0.0000000	$0.0000000	$1.8436000
Series H Cumulative Preferred Stock	44103802	AHTPrH	$1.8750000	$0.0000000	$0.0000000	$0.0000000	$1.8750000
Series I Cumulative Preferred Stock	44103885	AHTPrI	$1.8750000	$0.0000000	$0.0000000	$0.0000000	$1.8750000
Series J Preferred Stock	04410A863		$2.0000400	$0.0000000	$0.0000000	$0.0000000	$2.0000400
Series J Preferred Stock	04410A798		$2.0000400	$0.0000000	$0.0000000	$0.0000000	$2.0000400


Security Description	CUSIP	Ticker Symbol	Distributions Per Share *	Ordinary Taxable Dividend	Section 199A Dividend	Capital Gain Distribution	Return of Capital
Series J Preferred Stock	04410A723		$2.0000400	$0.0000000	$0.0000000	$0.0000000	$2.0000400
Series J Preferred Stock	04410A657		$2.0000400	$0.0000000	$0.0000000	$0.0000000	$2.0000400
Series J Preferred Stock	04410A574		$2.0000400	$0.0000000	$0.0000000	$0.0000000	$2.0000400
Series J Preferred Stock	04410A517		$2.0000400	$0.0000000	$0.0000000	$0.0000000	$2.0000400
Series J Preferred Stock	04410A434		$2.0000400	$0.0000000	$0.0000000	$0.0000000	$2.0000400
Series J Preferred Stock	04410A368		$2.0000400	$0.0000000	$0.0000000	$0.0000000	$2.0000400
Series J Preferred Stock	04410A285		$2.0000400	$0.0000000	$0.0000000	$0.0000000	$2.0000400
Series J Preferred Stock	04410A228		$1.8333700	$0.0000000	$0.0000000	$0.0000000	$1.8333700
Series K Preferred Stock	04410D867		$2.1041600	$0.0000000	$0.0000000	$0.0000000	$2.1041600
Series K Preferred Stock	04410D792		$2.0979200	$0.0000000	$0.0000000	$0.0000000	$2.0979200
Series K Preferred Stock	04410D727		$2.0916800	$0.0000000	$0.0000000	$0.0000000	$2.0916800
Series K Preferred Stock	04410D651		$2.0854400	$0.0000000	$0.0000000	$0.0000000	$2.0854400
Series K Preferred Stock	04410D578		$2.0792000	$0.0000000	$0.0000000	$0.0000000	$2.0792000
Series K Preferred Stock	04410D511		$2.0729500	$0.0000000	$0.0000000	$0.0000000	$2.0729500
Series K Preferred Stock	04410D438		$2.0666800	$0.0000000	$0.0000000	$0.0000000	$2.0666800
Series K Preferred Stock	04410D362		$2.0604100	$0.0000000	$0.0000000	$0.0000000	$2.0604100
Series K Preferred Stock	04410D289		$2.0541400	$0.0000000	$0.0000000	$0.0000000	$2.0541400
Series K Preferred Stock	04410D222		$1.8791300	$0.0000000	$0.0000000	$0.0000000	$1.8791300
Series L Preferred Stock	04410E204		$1.2500000	$0.0000000	$0.0000000	$0.0000000	$1.2500000
Series L Preferred Stock	04410E303		$0.7812500	$0.0000000	$0.0000000	$0.0000000	$0.7812500
Series L Preferred Stock	04410E402		$0.3125000	$0.0000000	$0.0000000	$0.0000000	$0.3125000
Series M Preferred Stock	04410E832		$1.2833600	$0.0000000	$0.0000000	$0.0000000	$1.2833600
Series M Preferred Stock	04410E824		$0.8021000	$0.0000000	$0.0000000	$0.0000000	$0.8021000
Series M Preferred Stock	04410E816		$0.3208400	$0.0000000	$0.0000000	$0.0000000	$0.3208400

______

* Distributions Per Share reflects the annual rate per share for distributions reportable in 2025.

In accordance with IRS Code Section 6045B, the Company will post Form 8937, Report of Organizational Actions Affecting Basis of Securities, which may be found in the Corporate Actions section of the Company's website. This form provides detailed information on the return of capital amount of the preferred share distributions.

The Company encourages stockholders to consult with their own tax advisors with respect to the federal, state and local, and foreign income tax effects of these dividends.

* * * * *

Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.

Forward-Looking Statements

Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the federal securities regulations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: our business and investment strategy; anticipated or expected purchases, sales or dispositions of assets; our projected operating results; completion of any pending transactions; our ability to restructure existing property-level indebtedness; our ability to secure additional financing to enable us to operate our business; our understanding of our competition; projected capital expenditures; and the impact of technology on our operations and business. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. These and other risk factors are more fully discussed in the Company's filings with the SEC.

The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We will not publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise except to the extent required by law.