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[424B3] ASHFORD HOSPITALITY TRUST INC Prospectus Filed Pursuant to Rule 424(b)(3)

Filing Impact
(Low)
Filing Sentiment
(Negative)
Form Type
424B3
Rhea-AI Filing Summary

Ashford Hospitality Trust filed Prospectus Supplement No. 9 to its February 7, 2025 prospectus covering 11,200,000 shares of Series L Redeemable Preferred Stock and 4,800,000 shares of Series M Redeemable Preferred Stock, each with a $25.00 per share liquidation preference.

The supplement attaches a current report on Form 8-K filed October 17, 2025, which discloses that Alex Rose resigned as Executive Vice President, General Counsel & Secretary effective December 16, 2025. The company states the resignation was not due to any disagreement regarding operations, policies, or practices.

The Preferred Stock has no public trading market, features limited liquidity, and is not rated. Investors are directed to the Prospectus risk factors for additional information.

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-283802
PROSPECTUS SUPPLEMENT NO. 9, DATED OCTOBER 20, 2025
TO THE PROSPECTUS, DATED FEBRUARY 7, 2025


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11,200,000 Shares of Series L Redeemable Preferred Stock
4,800,000 Shares of Series M Redeemable Preferred Stock
(Liquidation Preference $25.00 per share)
This prospectus supplement no. 9 (this “Supplement”) is part of and should be read in conjunction with the prospectus of Ashford Hospitality Trust, Inc., dated February 7, 2025 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. When used in this Supplement, the terms “our Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Ashford Hospitality Limited Partnership, a Delaware limited partnership.
We have attached to this Supplement our current report on Form 8-K filed October 17, 2025. The attached information updates and supplements, and should be read together with, the Prospectus.
Investing in our securities involves risks. The Preferred Stock has no public trading market and has limited liquidity and may at times be illiquid. The Preferred Stock has not been rated and investors will be subject to the risks associated with investing in non-rated securities. See “Risk Factors” on page 19 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus, for information regarding risks associated with an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.



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): October 14, 2025

ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)

Maryland001-3177586-1062192
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS employer identification number)
14185 Dallas Parkway, Suite 1200
Dallas
Texas75254
(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 appropriated 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 classTrading Symbol(s)Name of each exchange on which registered
Common StockAHTNew York Stock Exchange
Preferred Stock, Series DAHT-PDNew York Stock Exchange
Preferred Stock, Series FAHT-PFNew York Stock Exchange
Preferred Stock, Series GAHT-PGNew York Stock Exchange
Preferred Stock, Series HAHT-PHNew York Stock Exchange
Preferred Stock, Series IAHT-PINew York Stock Exchange



ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 14, 2025, Mr. Alex Rose tendered his resignation as Executive Vice President, General Counsel & Secretary of Ashford Hospitality Trust, Inc. (the “Company”) to be effective as of December 16, 2025. The resignation was not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.



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: October 17, 2025By:/s/ Deric S. Eubanks
Deric S. Eubanks
Chief Financial Officer


FAQ

What securities are covered in AHT’s latest prospectus supplement?

It covers 11,200,000 Series L and 4,800,000 Series M Redeemable Preferred shares, each with a $25.00 liquidation preference.

Does AHT’s Series L and Series M Preferred Stock trade publicly?

No. The Preferred Stock has no public trading market and has limited liquidity.

What corporate update is included with AHT’s supplement?

An attached Form 8-K filed October 17, 2025 reporting Alex Rose’s resignation effective December 16, 2025.

Was Alex Rose’s resignation related to a disagreement with AHT?

No. The filing states it was not due to any disagreement on operations, policies, or practices.

What is the liquidation preference for AHT’s preferred shares in this offering?

The liquidation preference is $25.00 per share for both Series L and Series M.

Where can investors find risk disclosures related to AHT’s preferred shares?

See the Risk Factors section on page 19 of the Prospectus and related supplements.
Ashford Hospitality Tr Inc

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