阿什福德信托 2024年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to __________ ASHFORD HOSPITALITY TRUST, INC. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(b) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.¨YesþNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.þYes¨No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)þYes¨No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☑Smaller reporting company☑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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)☐YesþNoAs of June28, 2024, the aggregate market value of 4,651,740 shares of the registrant’s common stock held by non-affiliates was approximately $45,122,000. As of March19, 2025, the registrant had5,775,167shares of common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement pertaining to the 2025 Annual Meeting of Stockholders are incorporated herein by reference into Part III of this Form 10-K. ASHFORD HOSPITALITY TRUST, INC.YEAR ENDED DECEMBER 31, 2024INDEX TO FORM 10-K PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities44Item 6.Reserved48Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations48Item 7A.Quantitative and Qualitative Disclosures About Market Risk70Item 8.Financial Statements and Supplementary Data71Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure134Item 9A.Controls and Procedures134Item 9B.Other Information134Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections134 PART III Item 10.Directors, Executive Officers and Corporate Governance134Item 11.Executive Compensation135Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters135Item 13.Certain Relationships and Related Transactions, and Director Independence135Item 14.Principal Accounting Fees and Services135 PART IV Item 15.Financial Statement Schedules and Exhibits135Item 16.Form 10-K Summary142SIGNATURES This Annual Report is filed by Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”). Unless the contextotherwise requires, all references to the Company include those entities owned or controlled by the Company. In this report, the termsthe “Company,” “Ashford Trust,” “we,” “us” or “our” mean Ashford Hospitality Trust, I