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阿什福德信托美股招股说明书(2025-12-30版)

2025-12-30美股招股说明书L***
阿什福德信托美股招股说明书(2025-12-30版)

(Liquidation Preference $25.00 per share) This prospectus supplement no. 15 (this “Supplement”) is part of and should be read in conjunction with the prospectus of AshfordHospitality 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, We have attached to this Supplement our current report on Form 8-K filed December 30, 2025. The attached information updates and Investing in our securities involves risks. The Preferred Stock has no public trading market and has limited liquidity and mayat times be illiquid. The Preferred Stock has not been rated and investors will be subject to the risks associated with investingin non-rated securities. See “Risk Factors” on page 19 of the Prospectus, and under similar headings in any amendments or 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. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-KCURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): December 23, 2025 ASHFORD HOSPITALITY TRUST, INC.(Exact name of registrant as specified in its charter) 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 thefollowing 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 thischapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. As previously disclosed, Ashford Hospitality Trust, Inc. (the “Company”), Ashford Hospitality Limited Partnership and Ashford TRSCorporation are parties to that certain Third Amended and Restated Advisory Agreement, dated as of March 12, 2024 (as amended, the“Advisory Agreement”), with Ashford Inc. and Ashford Hospitality Advisors LLC (together, the “Advisor”). On December 23, 2025,the Advisor delivered written notice to the Company of the Advisor’s election to extend the term of the Advisory Agreement (the“Extension Notice”). Pursuant to Section 12(b) of the Advisory Agreement, the Advisor exercised its right to extend the Agreement foran additional ten-year term, commencing on January 14, 2031 and expiring on January 14, 2041. All terms, conditions, rights and The foregoing description of the Extension Notice does not purport to be complete and is subject to, and qualified in its entirety by, the ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 10.1Third Amended and Restated Advisory Agreement, dated as of March 12, 2024, by and among Ashford Hospitality Trust, Inc.,Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC(incorporated by reference to Exhibit 10.64 to the Company’s Annual Report on Form 10-K, filed on March 14, 2024) (FileNo. 001-31775)10.2*Notice of Exercise of Extension of Term under Third Amended and Restated Advisory Agreement, as amended, dated as of * Filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its ASHFORD HOSPITALITY TRUST, INC. By:/s/ Jim PlohgJim Plohg Dated: December 30, 2025