8-K
ASHFORD HOSPITALITY TRUST INC (AHT)
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): February 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 |
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On February 9, 2026, New Houston Hotel Limited Partnership, an indirect subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Embassy Suites Houston Near the Galleria located in Houston, Texas pursuant to an Agreement of Purchase and Sale, dated as of November 11, 2025, by and between New Houston Hotel Limited Partnership and Ashford Austin LP, collectively as seller, and Galleria Lodging, LP and Arboretum Lodging, collectively as purchaser, for $13.5 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 nine months ended September 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: February 12, 2026 | By: | /s/ Deric S. Eubanks |
| Deric S. Eubanks | ||
| Chief Financial Officer |
Document
EXHIBIT 99.1
On February 9, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 150-room Embassy Suites Houston located in Houston, Texas (“Embassy Suites Houston”) for total consideration of approximately $13.1 million in cash, net of selling expenses. Additionally, the Company paid approximately $12.9 million to the mortgage lender. The mortgage loan is secured by 14 hotels including the Embassy Suites Houston.
The following unaudited pro forma financial information of the Company, as of and for the nine months ended September 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 September 30, 2025. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2024, and the nine months ended September 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 Embassy Suites Houston 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 Houston 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
September 30, 2025
(in thousands, except share and per share amounts)
| Embassy Suites Houston (B) | Adjustments | Ashford Trust<br>Consolidated<br>Pro Forma | ||||||
|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||
| Investments in hotel properties, gross (82,787 attributable to VIEs) | 3,207,483 | $ | 15,285 | $ | — | $ | 3,192,198 | |
| Accumulated depreciation ((4,522) attributable to VIEs) | (7,145) | — | (1,005,159) | |||||
| Investments in hotel properties, net (78,265 attributable to VIEs) | 8,140 | — | 2,187,039 | |||||
| Contract asset | — | — | 380,160 | |||||
| Cash and cash equivalents (634 attributable to VIEs) | 164 | 13,084 | (C) (i) | 81,344 | ||||
| (569) | (C) (i) | |||||||
| (12,910) | (C) (ii) | |||||||
| Restricted cash (4,677 attributable to VIEs) | — | — | 164,219 | |||||
| Accounts receivable (188 attributable to VIEs), net of allowance of 789 | 76 | — | 42,024 | |||||
| Inventories (43 attributable to VIEs) | 21 | — | 3,726 | |||||
| Notes receivable, net | — | — | 11,784 | |||||
| Investments in unconsolidated entities | — | — | 7,331 | |||||
| Deferred costs, net (81 attributable to VIEs) | 7 | — | 1,662 | |||||
| Derivative assets | — | — | 1,022 | |||||
| Operating lease right-of-use assets | — | — | 43,585 | |||||
| Prepaid expenses and other assets (62 attributable to VIEs) | 102 | — | 27,265 | |||||
| Due from third-party hotel managers | — | — | 26,920 | |||||
| Assets held for sale | — | — | 21,450 | |||||
| Total assets | 3,008,436 | $ | 8,510 | $ | (395) | $ | 2,999,531 | |
| LIABILITIES AND EQUITY/DEFICIT | ||||||||
| Liabilities: | ||||||||
| Indebtedness, net (16,007 attributable to VIEs) | 2,610,256 | $ | 12,933 | $ | — | $ | 2,597,323 | |
| Debt associated with hotels in receivership | — | — | 301,040 | |||||
| Finance lease liability | — | — | 17,540 | |||||
| Accounts payable and accrued expenses (16,042 attributable to VIEs) | 808 | — | 145,809 | |||||
| Accrued interest payable (147 attributable to VIEs) | 145 | — | 13,455 | |||||
| Accrued interest associated with hotels in receivership | — | — | 79,120 | |||||
| Dividends and distributions payable | — | — | 4,220 | |||||
| Due to Ashford Inc., net | — | — | 16,080 | |||||
| Due to related parties, net (3,598 attributable to VIEs) | (21) | — | 7,198 | |||||
| Due to third-party hotel managers | — | — | 1,042 | |||||
| Operating lease liabilities | — | — | 44,077 | |||||
| Other liabilities (28,870 attributable to VIEs) | — | — | 38,055 | |||||
| Liabilities related to assets held for sale | — | — | 29,236 | |||||
| Total liabilities | 13,865 | — | 3,294,195 | |||||
| Commitments and contingencies | ||||||||
| Redeemable noncontrolling interests in operating partnership | — | — | 21,209 | |||||
| Series J Redeemable Preferred Stock, 0.01 par value, 7,672,142 shares issued and outstanding at September 30, 2025 | — | — | 178,743 | |||||
| Series K Redeemable Preferred Stock, 0.01 par value, 737,805 shares issued and outstanding at September 30, 2025 | — | — | 18,348 | |||||
| Series L Redeemable Preferred Stock, 0.01 par value, 195,976 shares issued and outstanding at September 30, 2025 | — | — | 4,463 | |||||
| Series M Redeemable Preferred Stock, 0.01 par value, 433,601 shares issued and outstanding at September 30, 2025 | — | — | 10,501 | |||||
| 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 September 30, 2025 | — | — | 11 | |||||
| Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at September 30, 2025 | — | — | 10 | |||||
| Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at September 30, 2025 | — | — | 15 | |||||
| Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at September 30, 2025 | — | — | 10 | |||||
| Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at September 30, 2025 | — | — | 11 | |||||
| Common stock, 0.01 par value, 395,000,000 shares authorized, 6,186,482 shares issued and outstanding at September 30, 2025 | — | — | 62 | |||||
| Additional paid-in capital | (5,355) | 8,147 | (C) (i) | 2,400,801 | ||||
| (569) | (C) (i) | |||||||
| (12,933) | (C) (ii) | |||||||
| Accumulated deficit | — | 4,937 | (C) (i) | (2,944,698) | ||||
| 23 | (C) (ii) | |||||||
| Total stockholders’ equity (deficit) of the Company | (5,355) | (395) | (543,778) | |||||
| Noncontrolling interest in consolidated entities | — | — | 15,850 | |||||
| Total equity (deficit) | (5,355) | (395) | (527,928) | |||||
| Total liabilities and equity/deficit | 3,008,436 | $ | 8,510 | $ | (395) | $ | 2,999,531 |
All values are in US Dollars.
See accompanying notes.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(A)Represents the historical consolidated balance sheet of Ashford Trust as of September 30, 2025, as reported in its Quarterly Report on Form 10-Q, filed on November 13, 2025.
(B)Represents the removal of the historical balance sheet of Embassy Suites Houston as of September 30, 2025.
(C)Represents adjustments for Ashford Trust’s disposition of Embassy Suites Houston as of September 30, 2025, which includes: (i) an adjustment for the cash consideration received of approximately $13.1 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 Houston.
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<br>Historical (A) | Embassy Suites Houston (B) | Adjustments | Ashford Trust<br>Consolidated<br>Pro Forma | ||||||
|---|---|---|---|---|---|---|---|---|---|
| REVENUE | |||||||||
| Rooms | $ | 889,753 | $ | 5,915 | $ | — | $ | 883,838 | |
| Food and beverage | 212,581 | 283 | — | 212,298 | |||||
| Other hotel revenue | 67,800 | 237 | — | 67,563 | |||||
| Total hotel revenue | 1,170,134 | 6,435 | — | 1,163,699 | |||||
| Other | 2,325 | — | — | 2,325 | |||||
| Total revenue | 1,172,459 | 6,435 | — | 1,166,024 | |||||
| EXPENSES | |||||||||
| Hotel operating expenses: | |||||||||
| Rooms | 209,569 | 1,517 | — | 208,052 | |||||
| Food and beverage | 145,304 | 364 | — | 144,940 | |||||
| Other expenses | 418,077 | 2,914 | — | 415,163 | |||||
| Management fees | 42,406 | 209 | — | 42,197 | |||||
| Total hotel expenses | 815,356 | 5,004 | — | 810,352 | |||||
| Property taxes, insurance and other | 64,103 | 535 | — | 63,568 | |||||
| Depreciation and amortization | 152,776 | 831 | — | 151,945 | |||||
| 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 | 6,370 | — | 1,168,464 | |||||
| Gain (loss) on consolidation of VIE and disposition of assets and hotel properties | 94,406 | — | 4,937 | (C) (i) | 99,343 | ||||
| Gain (loss) on derecognition of assets | 167,177 | — | — | 167,177 | |||||
| OPERATING INCOME (LOSS) | 259,208 | 65 | 4,937 | 264,080 | |||||
| Equity in earnings (loss) of unconsolidated entities | (2,370) | — | — | (2,370) | |||||
| Interest income | 6,942 | — | — | 6,942 | |||||
| Other income (expense) | 108 | — | — | 108 | |||||
| Interest expense and amortization of discounts and loan costs | (273,359) | (1,546) | — | (271,813) | |||||
| Interest expense associated with hotels in receivership | (45,592) | — | — | (45,592) | |||||
| Write-off of premiums, loan costs and exit fees | (5,245) | (2) | 23 | (C) (ii) | (5,220) | ||||
| 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) | (1,483) | 4,960 | (57,571) | |||||
| Income tax (expense) benefit | (997) | — | — | (997) | |||||
| NET INCOME (LOSS) | (65,011) | (1,483) | 4,960 | (58,568) | |||||
| (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 | — | (66) | (C) (iii) | 617 | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (60,300) | (1,483) | 4,894 | (53,923) | |||||
| 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) | $ | (1,483) | $ | 4,894 | $ | (76,145) | |
| INCOME (LOSS) PER SHARE - BASIC: | |||||||||
| Net income (loss) attributable to common stockholders | $ | (17.54) | $ | (16.18) | |||||
| Weighted average common shares outstanding—basic | 4,706 | 4,706 | |||||||
| INCOME (LOSS) PER SHARE - DILUTED: | |||||||||
| Net income (loss) attributable to common stockholders | $ | (17.54) | $ | (16.18) | |||||
| 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
Nine Months Ended September 30, 2025
(in thousands, except share and per share amounts)
| Ashford Trust Consolidated<br>Historical (A) | Embassy Suites Houston (B) | Adjustments | Ashford Trust<br>Consolidated<br>Pro Forma | ||||||
|---|---|---|---|---|---|---|---|---|---|
| REVENUE | |||||||||
| Rooms | $ | 635,420 | $ | 3,825 | $ | — | $ | 631,595 | |
| Food and beverage | 155,787 | 215 | — | 155,572 | |||||
| Other hotel revenue | 53,064 | 294 | — | 52,770 | |||||
| Total hotel revenue | 844,271 | 4,334 | — | 839,937 | |||||
| Other | 1,150 | — | — | 1,150 | |||||
| Total revenue | 845,421 | 4,334 | — | 841,087 | |||||
| EXPENSES | |||||||||
| Hotel operating expenses: | |||||||||
| Rooms | 149,786 | 1,178 | — | 148,608 | |||||
| Food and beverage | 104,454 | 226 | — | 104,228 | |||||
| Other expenses | 296,979 | 1,915 | — | 295,064 | |||||
| Management fees | 29,357 | 160 | — | 29,197 | |||||
| Total hotel expenses | 580,576 | 3,479 | — | 577,097 | |||||
| Property taxes, insurance and other | 48,495 | 416 | — | 48,079 | |||||
| Depreciation and amortization | 107,204 | 567 | — | 106,637 | |||||
| Impairment charges | 19,821 | — | — | 19,821 | |||||
| Advisory services fee | 34,112 | — | — | 34,112 | |||||
| Corporate, general and administrative | 17,120 | — | — | 17,120 | |||||
| Total operating expenses | 807,328 | 4,462 | — | 802,866 | |||||
| Gain (loss) on consolidation of VIE and disposition of assets and hotel properties | 55,305 | — | — | 55,305 | |||||
| Gain (loss) on derecognition of assets | 29,649 | — | — | 29,649 | |||||
| OPERATING INCOME (LOSS) | 123,047 | (128) | — | 123,175 | |||||
| Equity in earnings (loss) of unconsolidated entities | (258) | — | — | (258) | |||||
| Interest income | 3,666 | — | — | 3,666 | |||||
| Interest expense and amortization of discounts and loan costs | (200,368) | (1,325) | — | (199,043) | |||||
| Interest expense associated with hotels in receivership | (29,632) | — | — | (29,632) | |||||
| Write-off of premiums, loan costs and exit fees | (8,361) | (101) | — | (8,260) | |||||
| Gain (loss) on extinguishment of debt | 43 | — | — | 43 | |||||
| Realized and unrealized gain (loss) on derivatives | (4,804) | — | — | (4,804) | |||||
| INCOME (LOSS) BEFORE INCOME TAXES | (116,667) | (1,554) | — | (115,113) | |||||
| Income tax (expense) benefit | (695) | — | — | (695) | |||||
| NET INCOME (LOSS) | (117,362) | (1,554) | — | (115,808) | |||||
| (Income) loss attributable to noncontrolling interest in consolidated entities | 4,719 | — | — | 4,719 | |||||
| Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | 2,127 | — | (23) | (C) (iii) | 2,104 | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (110,516) | (1,554) | (23) | (108,985) | |||||
| Preferred dividends | (20,921) | — | — | (20,921) | |||||
| Deemed dividends on redeemable preferred stock | (5,264) | — | — | (5,264) | |||||
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (136,701) | $ | (1,554) | $ | (23) | $ | (135,170) | |
| INCOME (LOSS) PER SHARE - BASIC: | |||||||||
| Income (loss) attributable to common stockholders | $ | (23.38) | $ | (23.12) | |||||
| Weighted average common shares outstanding—basic | 5,847 | 5,847 | |||||||
| INCOME (LOSS) PER SHARE - DILUTED: | |||||||||
| Income (loss) attributable to common stockholders | $ | (23.38) | $ | (23.12) | |||||
| Weighted average common shares outstanding—diluted | 5,847 | 5,847 |
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 nine months ended September 30, 2025, as reported in its Quarterly Report on Form 10-Q, filed on November 13, 2025.
(B)Represents the removal of the historical consolidated statements of operations of Embassy Suites Houston for the year ended December 31, 2024, and the nine months ended September 30, 2025.
(C)Represents adjustments for the Company’s sale of Embassy Suites Houston, which includes: (i) the estimated non-recurring gain on the disposition of Embassy Suites Houston 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 Embassy Suites Houston, 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 1.49% for the nine months ended September 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 nine months ended September 30, 2025. The pro forma gain resulting from the disposition of Embassy Suites Houston is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.
6