阿什福德信托美股招股说明书(2025-05-14版)

(Liquidation Preference $25.00 per share)This prospectus supplement no. 3 (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 quarterly report on Form 10-Q filed May 14, 2025. The attached information updates andsupplements, and should be read together with, the Prospectus. in non-rated securities. See “Risk Factors” on page 19 of the Prospectus, and under similar headings in any amendments orsupplements 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 thesesecurities or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. FORM 10-Q For the quarterly period ended March 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 14185 Dallas ParkwaySuite 1200 (Address of principal executive offices)(Zip code) (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (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 90 days.þYes¨NoIndicate 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 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 emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer Equity in (earnings) loss of unconsolidated entities Realized and unrealized (gain) loss on derivatives Amortization of loan costs, discounts and capitalized default interest and write-off of premiums, loan costs and exit fees9,563Equity-based compensation(54)Non-cash interest income(393)Changes in operating assets and liabilities, exclusive of the effect of the consolidation of VIE and disposition of asset and hotelproperties and derecognition of assets:Accounts receivable and inventories(12,562)Prepaid expenses and other assets(2,342)Accounts payable and accrued expenses and accrued interest payable796Accrued interest associated with hotels in receivership10,046 Operating lease right-of-use assets105Net cash provided by (used in) operating activities(24,992)Cash Flows from Investing Activities Net proceeds from disposition of assets and hotel properties119,204Payments for initial franchise fees(66)Issuance of note receivable— Proceeds from property insurance213Net cash provided by (used in) investing activities99,500Cash Flows from Financing ActivitiesBorrowings on indebtedness471,562 Proceeds from common stock offerings—Proceeds from preferred stock offerings23,709Payments on finance lease liabilities(89)Issuance of Stirling OP common units51Contributions from noncontrolling interest in consolidated entities— Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale)$224,977$248,405 9 2025Supplemental Cash Flow InformationInterest paid$54,507 Income taxes paid (refunded)(15)Supplemental Disclosure of Non-Cash Investing and Financing ActivitiesAccrued but unpaid capital expenditures$11,958Non-cash extinguishment of preferred stock— Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash at beginning of period$212,602Cash and cash equivalents at beginning of period included in assets held for sale15Restricted cash at beginning of period included in assets held for sale7,858Cash, cash equivalents and restricted cash at beginning of period (including cash, cash equivalents and restricted cash held for sale)$220,475Cash and cash equivalents at end of period$85,787Restricted cash at end of period139,190 10 1. Organization and Description of Business our portfolio currently consists of upscale hotels and upper upscale full-service hotels, our investment strategy is predominantlyf