8-K

UNITED STATES

SECURITIES ANDEXCHANGE 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): December 9, 2025

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-31775	86-1062192
(State or other<br> jurisdiction of incorporation or<br><br><br> organization)	(Commission File<br><br> Number)	(IRS employer<br> identification<br><br> number)
14185<br> Dallas Parkway, Suite<br> 1100
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Dallas<br><br> Texas	75254
(Address<br>of principal executive offices)	(Zip<br> 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 appropriated box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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<br> of each class	Trading<br> Symbol(s)	Name<br> 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

Item1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

The information included in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers.

In conjunction with the formation of the Special Committee (as defined and discussed below), on December 9, 2025, Ashford Hospitality Advisors LLC (the “Advisor”), a wholly-owned subsidiary of Ashford Inc. and external advisor to Ashford Hospitality Trust, Inc. (the “Company”), entered into an employment agreement (the “Employment Agreement”), and the Company and Ashford Inc. entered into a retention letter agreement (the “Retention Agreement”) with Stephen Zsigray, the Company’s President and Chief Executive Officer.

The Company is not a party to the Employment Agreement, and all of Mr. Zsigray’s base compensation and employee health and welfare benefits are provided by the Advisor. Pursuant to the Retention Agreement with Mr. Zsigray, the Company has agreed to pay Mr. Zsigray monthly retention payments of $354,166.67 from April 2026 through March 2029, provided that Mr. Zsigray will not be entitled to any such monthly retention payments following the date that he has terminated his employment with the Advisor without “good reason” (as defined in the Employment Agreement) and has ceased to serve as President and Chief Executive Officer of the Company. If Mr. Zsigray’s employment with the Advisor is terminated by Mr. Zsigray for “good reason” or by the Advisor for any reason, any remaining unpaid additional monthly retention payments shall accelerate and become due and payable within 30 days. In the event Mr. Zsigray’s employment with the Advisor is terminated by reason of death or disability, and he has ceased to serve as President and Chief Executive Officer of the Company, any remaining unpaid additional monthly retention payments will be paid to Mr. Zsigray (or upon death, his designee or estate) at the times such payments would otherwise have been paid to him. Ashford Inc. has agreed to guarantee the full amount of any unpaid monthly retention payments and the payment of up to 60% of the aggregate retention payments to Mr. Zsigray under certain other circumstances.

Additionally, the Company has agreed to reimburse the Advisor for any severance or non-compete payment paid or payable under Mr. Zsigray’s Employment Agreement. In connection therewith, on December 9, 2025, the Company entered into a Limited Waiver Under Advisory Agreement with Ashford Inc., the Advisor, Ashford Hospitality Limited Partnership and Ashford TRS Corporation (the “Limited Waiver”) pursuant to which such entities waive the operation of any provision in our Advisory Agreement that would otherwise limit the ability of the Company, at the Company’s cost and expense, to enter into the Retention Agreement, to make payments to Mr. Zsigray pursuant to the Retention Agreement and to promptly reimburse the Advisor for the amount of any severance or non-compete payment paid or payable by the Advisor under the Employment Agreement following a termination of Mr. Zsigray’s employment with the Advisor under certain circumstances and conditioned in each instance on the execution by Mr. Zsigray (or his representative or estate, if applicable) of a waiver and release of claims and Mr. Zsigray’s continued compliance with certain post-employment obligations. Under Mr. Zsigray’s Employment Agreement, upon a termination of employment during the term or on or before the first anniversary of a change of control (as defined therein) by the Advisor without “cause” (as defined therein) or by Mr. Zsigray for “good reason”, he would be entitled to a severance payment of five times his base salary, a prorated cash bonus, reimbursement of COBRA premiums for up to 18 months, and accelerated vesting of equity awards and deferred cash-based awards. Upon the termination of Mr. Zsigray’s employment by reason of his death or disability (as defined therein), Mr. Zsigray would be entitled to the same benefits as described in the preceding sentence, except that the severance pay multiple of his base salary would be two and a half times, rather than five. Upon a termination of employment by Mr. Zsigray without “good reason”, he would be entitled to a non-compete payment of two and a half times his base salary, and reimbursement of COBRA premiums for up to 12 months.

This foregoing summary of the compensatory arrangements does not purport to be complete and is qualified in its entirety by reference to the full text of the Retention Agreement and the Limited Waiver, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.

Item7.01 Regulation FD Disclosure.

The board of directors of the Company (the “Board”) has terminated the primary offering of the Company’s Series L Redeemable Preferred Stock and Series M Redeemable Preferred Stock effective immediately. The Company plans to continue to offer shares of its Series L Redeemable Preferred Stock and Series M Redeemable Preferred Stock pursuant to its dividend reinvestment plan beyond the termination of the primary offering.

The information furnished pursuant to this Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall they be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item8.01 Other matters.

Suspension of Redemptions

The Board has suspended all redemptions of its Series J Redeemable Preferred Stock, Series K Redeemable Preferred Stock, Series L Redeemable Preferred Stock and Series M Redeemable Preferred Stock.

Press Release

On December 9, 2025, the Company issued a press release announcing that the Board has formed a special committee (the “Special Committee”) of independent and disinterested directors that is authorized, among other things, to evaluate the availability of strategic alternatives involving the Company to create and enhance value for stockholders. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

Certain statements and assumptions in this current report on Form 8-K 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 (including the expected completion date of the sale described herein); 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; the impact of technology on our operations and business; and the risk that noncompliance with NYSE continued listing standards may impact the Company’s results of operations, business operations and reputation and the trading prices and volatility of the Company’s common stock. 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 Securities and Exchange Commission.

The forward-looking statements included in this current report are only made as of the date of this current report. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number Description

10.1	Retention Agreement, dated as of December 9, 2025, by and among Ashford Hospitality Trust, Inc., Ashford Inc. and Stephen<br>Zsigray

10.2      Limited Waiver Under Advisory Agreement, dated as of December 9, 2025, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC

99.1      Press Release of the Company, dated December 9, 2025

104       Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURE

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.

Dated: December 9, 2025

ASHFORD HOSPITALITY TRUST, INC.
By:	/s/ Deric S. Eubanks
	Deric S. Eubanks
	Chief Financial Officer

Exhibit 10.1

ASHFORD HOSPITALITY TRUST, INC.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

December 9, 2025

Mr. Stephen Zsigray

14185 Dallas Parkway, Suite 1200

Dallas, TX 75254

Re:	Retention Bonus

Dear Stephen,

In order to ensure your continued service and dedication to the future success of Ashford Hospitality Trust, Inc. (“Ashford Trust”), I am pleased to extend to you, on behalf of Ashford Trust, a retention bonus on the terms and conditions set forth in this letter agreement.

1.	Subject to the next paragraph, beginning in April 2026 and continuing thereafter through March 2029, you<br>will receive a monthly payment of $354,166.67 (less required tax withholdings and deductions) from the escrow described in paragraph 4<br>below, or from Ashford Trust or Ashford Hospitality Advisors, LLC (“Ashford Hospitality”), by ACH deposit or<br>wire on the last business day of each month (each, a “Retention Bonus Payment” and, collectively, the “RetentionBonus Payments”).
2.	You will not be entitled to receive, and will not receive, any Retention Bonus Payments after the date<br>you terminate your employment with Ashford Hospitality Advisors, LLC (“Ashford Hospitality”) without “Good<br>Reason” (as defined in your employment agreement with Ashford Hospitality dated to be effective as of November 1, 2025 (“EmploymentAgreement”) and cease serving as President and Chief Executive Officer of Ashford Trust. If your employment with Ashford<br>Hospitality is terminated by you for “Good Reason” (as defined in your Employment Agreement) or by Ashford Hospitality for<br>any reason, any remaining unpaid Retention Bonus Payments shall accelerate and be due and payable within thirty (30) days.
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3.	If your employment with Ashford Hospitality is terminated by reason of your death of Disability and you<br>cease serving as President and Chief Executive Officer of Ashford Trust before all the Retention Bonus Payments for which you are eligible<br>have been paid, any remaining Retention Bonus Payments will be paid to you or, in the case of your death, to such person as you shall<br>designate in a written notice to Ashford Trust and Ashford Hospitality referencing this letter agreement or, if no such person is designated<br>or such person does not survive you, to your estate, at the same time such Retention Bonus Payments otherwise would have been paid to<br>you. “Disability” for this purpose has the same meaning given to that term in your Employment Agreement.
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4.	To secure payment of the Retention Bonus Payments, Ashford Trust will place the aggregate amount of the<br>Retention Payments in escrow (less required tax withholdings and deductions), with an escrow agent and escrow agreement mutually acceptable<br>to the parties hereto, on or after January 1, 2026 but no later than March 31, 2026 (the “Escrow Amount”). It<br>shall not be a breach of this letter agreement for Ashford Trust to fail to escrow the full Escrow Amount by that date provided that (i)<br>you receive the Retention Bonus Payments as and when due under paragraph 1 above and (ii) by no later than May 31, 2026, Ashford<br>Trust places an amount in escrow equal to the Escrow Amount less any Retention Bonus Payments already paid to you through such time.
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Mr. Stephen Zsigray

December 9, 2025

Page 2

5.	Subject to the second sentence of this paragraph 5, Ashford Inc. guarantees payment of the Retention Bonus<br>Payments until such time as the escrow requirements of paragraph 4 have been met or all Retention Bonus Payments have been paid. Furthermore,<br>Ashford Inc. guarantees payment of the Retention Bonus Payments to the extent that such payments are clawed back for any reason including,<br>without limitation, any bankruptcy of Ashford Trust; provided, however, the maximum extent of Ashford Inc.’s guarantee pursuant<br>to this sentence shall be an amount equal to sixty percent (60%) of the aggregate total of all Retention Payments described in paragraph<br>1 above.
6.	This letter agreement and the performance hereof shall be construed and governed in accordance with the<br>laws of the State of Texas, without giving effect to principles of conflicts of law. In the event that there is any claim or dispute arising<br>out of or relating to this letter agreement, or the breach thereof, and you and Ashford Trust, Ashford Hospitality, and/or Ashford Inc.<br>shall not have resolved such claim or dispute within sixty (60) days after written notice from one party to the other(s) setting forth<br>the nature of such claim or dispute, then such claim or dispute shall be settled exclusively by binding arbitration in Dallas, Texas in<br>accordance with the Commercial Arbitration Rules of the American Arbitration Association by an arbitrator mutually agreed upon by the<br>parties to the dispute or, in the absence of such agreement, by an arbitrator selected according to such Rules. Notwithstanding the foregoing,<br>if either the you or Ashford Trust, Ashford Hospitality, and/or Ashford Inc. shall request, such arbitration shall be conducted by a panel<br>of three arbitrators, one selected by the you, one selected by Ashford Trust, Ashford Hospitality, and/or Ashford Inc., and the third<br>selected by agreement of the first two, or, in the absence of such agreement, in accordance with such Rules. No party shall have the right<br>to claim or recover punitive damages. Judgment upon the award rendered by such arbitrator(s) shall be entered in any Court having jurisdiction<br>thereof upon the application of any party. You and Ashford Trust, Ashford Hospitality, and Ashford Inc. submit and consent to the exclusive<br>jurisdiction, including removal jurisdiction, of and venue in the state and federal courts located in Dallas County, Texas.
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[Remainder of Page Intentionally Left Blank.Signature Page Follows.]

Mr. Stephen Zsigray

December 9, 2025

Page 3

If you are in agreement with the foregoing, please sign below and return a signed copy to my attention.

Sincerely,

ASHFORD HOSPITALITY TRUST, INC.
By:	/s/Deric Eubanks
Name: Deric Eubanks
Title: Chief Financial Officer
Date: December 9, 2025
ASHFORD INC.
By:	/s/ Monty J. Bennett
Name: Monty J. Bennett
Title: Chief Executive Officer and<br> Chairman of the Board
ACCEPTED AND AGREED:
/s/<br> Stephen Zsigray
Stephen Zsigray
Date: December 9, 2025

Exhibit 10.2

LIMITED WAIVER UNDER ADVISORY AGREEMENT

This LIMITED WAIVER UNDER ADVISORY AGREEMENT (this “Waiver”) is entered into as of December 9, 2025, by and among ASHFORD HOSPITALITY TRUST, INC.(the “Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP (the “Operating Partnership”), ASHFORD TRS CORPORATION (“TRS”), ASHFORD INC. (“AINC”) and ASHFORD HOSPITALITYADVISORS LLC (“Ashford LLC” and, together with AINC, the “Advisor”).

RECITALS:

A.            The parties hereto are parties to that certain Third Amended and Restated Advisory Agreement, dated as of March 12, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Advisory Agreement”).

B.            Section 5 of the Advisory Agreement allocates responsibility for certain employee costs between the Company and the Advisor.

C.            Stephen Zsigray is an employee of Ashford LLC and currently serves as the President and Chief Executive Officer of the Company.

D.            The Advisor desires to enter into an Employment Agreement with Mr. Zsigray (the “Employment Agreement”), a copy of which has been provided to the Company.

E.            To ensure Mr. Zsigray’s continued service to the Company as President and Chief Executive Officer, the Company desires to enter into (i) a retention bonus letter agreement (the “Retention Agreement”) pursuant to which the Company agrees to make certain periodic retention payments to Mr. Zsigray and (ii) a side letter agreement (the “Letter Agreement”) pursuant to which the Company agrees to promptly reimburse Ashford LLC the amount of any Severance Payment or Non-Compete Payment (as such terms are defined in the Employment Agreement) paid or payable by Ashford LLC under the Employment Agreement following a termination of Mr. Zsigray’s employment with Ashford LLC.

F.            The parties hereto desire to provide for a waiver of the operation of provisions under the Advisory Agreement, if any, that might otherwise limit the Company’s ability to enter into the Retention Agreement and the Letter Agreement, make payments to Mr. Zsigray pursuant to the Retention Agreement and to promptly reimburse Ashford LLC the amount of any Severance Payment or Non-Compete Payment paid or payable by Ashford LLC under the Employment Agreement following a termination of Mr. Zsigray’s employment with Ashford LLC.

AGREEMENT:

In consideration of the premises and mutual covenants herein and for other valuable consideration, the parties hereto agree as follows:

Section 1.         Definitions. Capitalized terms used in this Waiver but not defined have the meaning provided in the Advisory Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Advisory Agreement shall refer to the Advisory Agreement after giving effect to this Waiver.

Section 2.         Waiver.

2.1           The Company, the Operating Partnership, TRS and the Advisor hereby waive the operation of any provision in the Advisory Agreement that would otherwise limit the ability of the Company, at the Company’s cost and expense, to enter into the Retention Agreement and the Letter Agreement, make payments to Mr. Zsigray pursuant to the Retention Agreement and to promptly reimburse Ashford LLC the amount of any Severance Payment or Non-Compete Payment paid or payable by Ashford LLC under the Employment Agreement following a termination of Mr. Zsigray’s employment with Ashford LLC.

2.2           The waiver contained in this Waiver shall be effective only in this instance and for the specific purpose for which it was intended and shall not be deemed to be a consent to any other transaction or matter or waiver of compliance in the future, or a waiver of any preceding or succeeding breach of the same or any other covenant or provision of the Advisory Agreement.

Section 3.         Miscellaneous.

3.1           Advisory Agreement Unaffected. Each reference to the Advisory Agreement shall hereafter be construed as a reference to the Advisory Agreement after giving effect to this Waiver. Except as herein otherwise specifically provided, all provisions of the Advisory Agreement (after giving effect to this Waiver) shall remain in full force and effect and be unaffected hereby.

3.2           Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

3.3           Counterparts. This Waiver may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature or other electronic transmissions, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

3.4           Governing Law; Consent to Jurisdiction. The provisions of Section 21 of the Advisory Agreement shall be set forth herein mutatis mutandis.

[Signature pages follow.]

2

IN WITNESS WHEREOF, this Waiver has been duly executed and delivered as of the date first above written.

ASHFORD HOSPITALITY TRUST, INC.
By:	/s/ Deric Eubanks
Name:	Deric S. Eubanks
Title:	Chief Financial Officer
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
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By: Ashford OP General Partner LLC, its general partner
By:	/s/ Deric Eubanks
Name:	Deric S. Eubanks
Title:	Chief Financial Officer
ASHFORD TRS CORPORATION
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By:	/s/ Deric Eubanks
Name:	Deric S. Eubanks
Title:	Chief Financial Officer

[Signature Page to Limited Waiver]

ASHFORD HOSPITALITY ADVISORS LLC
By:	/s/ Eric Batis
Name:	Eric Batis
Title:	Chief Executive Officer
ASHFORD INC.
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By:	/s/ Eric Batis
Name:	Eric Batis
Title:	Executive Vice President of Operations

[Signature Page to Limited Waiver]

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 HOSPITALITYTRUST ANNOUNCES REVIEW OF STRATEGIC ALTERNATIVES

DALLAS, December 9, 2025 -- Ashford Hospitality Trust, Inc. (NYSE: AHT) (the “Company”) announced today that its Board of Directors (the “Board”) has formed a Special Committee to evaluate strategic alternatives to maximize shareholder value, including a potential transaction.

“We’ve been highly encouraged by our success to date in executing our plan to drive outsized EBITDA growth, strategically sell assets, and strengthen our balance sheet,” said President and Chief Executive Officer Stephen Zsigray. “However, we remain frustrated by the discrepancy between the value of our underlying portfolio and the market value of our common stock, and the Board has tasked the Special Committee with proactively exploring alternatives to bridge that gap.”

In conjunction with forming the Special Committee, the Company has also terminated the current offering of its Series L and M Non-Traded Preferred Stock and suspended redemptions for all of its outstanding non-traded preferred stock.

* * * * *

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

Forward-LookingStatements

Certain statementsand assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant tothe safe harbor provisions of the federal securities regulations. Forward-looking statements are generally identifiable by use of forward-lookingterminology 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-lookingby their nature: our business and investment strategy; anticipated or expected purchases, sales or dispositions of assets; our projectedoperating results; completion of any pending transactions; our ability to restructure existing property-level indebtedness; our abilityto 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, andexpectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectationscan change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financialcondition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-lookingstatements. You should carefully consider this risk when you make an investment decision concerning our securities. These and other riskfactors are more fully discussed in the Company's filings with the SEC.

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