阿什福德信托美股招股说明书(2025-02-07版)

We are offering a maximum of 12,000,000 shares, consisting of 8,400,000 shares of ourSeries L Redeemable Preferred Stock, par value $0.01 per share (the “Series L PreferredStock”), and 3,600,000 shares of our Series M Redeemable Preferred Stock, par value $0.01per share (the “Series M Preferred Stock” and, together with the Series L Preferred Stock, the“Preferred Stock”), in our primary offering at a public offering price of $25.00 per share. Weare also offering up to 4,000,000 shares, consisting of 2,800,000 shares of the Series LPreferred Stock and 1,200,000 shares of the Series M Preferred Stock pursuant to a dividendreinvestment plan (the “DRP”) at $25.00 per share. We reserve the right to reallocate theshares of Series L Preferred Stock or Series M Preferred Stock we are offering between ourprimary offering and the DRP. This prospectus also covers the shares of our common stockthat may be issuable upon redemption of the Preferred Stock sold pursuant to our primaryoffering and issued pursuant to the DRP. The Preferred Stock ranks senior to our common stock with respect to payment ofdividends and distribution of amounts upon liquidation, dissolution or winding up of ouraffairs. Holders of the Preferred Stock will generally have no voting rights, but will havelimited voting rights if we fail to pay dividends on the Preferred Stock for 18 or more monthlyperiods (whether or not consecutive) and under certain other circumstances. Our primary offering is scheduled to terminate on the date (the “Termination Date”) thatis the earlier of (i) February 7, 2028 (which is the third anniversary of the effective date of theregistration statement of which this prospectus forms a part), unless earlier terminated orextended by our board of directors, and (ii) the date on which all of the shares of PreferredStock offered in our primary offering are sold. We may terminate our primary offering at anytime or may offer shares of the Preferred Stock pursuant to a new registration statement,including a follow-on registration statement. With the filing of a registration statement for asubsequent offering, we may also be able to extend this offering beyond three years until thefollow-on registration statement is declared effective. Should the offering continue beyondFebruary 7, 2028, we will supplement this prospectus accordingly. The offering period for theDRP may extend beyond the Termination Date and will terminate upon the issuance of all ofthe shares of Preferred Stock under the DRP, unless earlier terminated by our board ofdirectors. Our common stock trades on the New York Stock Exchange (the “NYSE”) under thesymbol “AHT.” On February 6, 2025, the last reported sale price of our common stock on the NYSE was $7.51 per share. There is no public trading market for the Preferred Stock, and wedo not expect one to develop. Redemption by us will likely be the only way to dispose of yourshares. We have no plans to list the Preferred Stock on the NYSE or another nationalsecurities exchange. We impose certain restrictions on the ownership and transfer of our capital stock. Youshould read the information under the section entitled “Description of Our Capital Stock —Restrictions on Ownership and Transfer” in this prospectus for a description of theserestrictions. Investing in our securities involves risks. The Preferred Stock has no public trading marketand has limited liquidity and may at times be illiquid. The Preferred Stock has not been rated andinvestors will be subject to the risks associated with investing in non-rated securities. See “RiskFactors” on page 19 for information regarding risks associated with an investment in oursecurities. Neither the Securities and Exchange Commission (the “SEC”) nor any state securitiescommission has approved or disapproved of these securities or determined if this prospectus istruthful or complete. Any representation to the contrary is a criminal offense. We reserve the right to reallocate shares of the Preferred Stock between our primaryoffering and the DRP. Assumes the maximum of $300,000,000 is sold in our primary offering. Selling commissions and the dealer manager fee in respect of the Series L Preferred Stockwill equal up to 7.0% and 3.0%, respectively, of the aggregate gross proceeds from thesale of the Series L Preferred Stock in our primary offering ($25.00 per share). No sellingcommissions are paid in respect of the sale of Series M Preferred Stock. The dealermanager fee in respect of the Series M Preferred Stock will equal up to 3.0% of theaggregate gross proceeds from the sale of the Series M Preferred Stock in our primaryoffering ($25.00 per share). We or our affiliates also may provide permissible forms ofnon-cash compensation to registered representatives of our dealer manager and to broker-dealers that are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”)and authorized by our dealer manager to sell the Preferred Stock (“participating broker-dealers