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阿什福德信托美股招股说明书(2026-02-20版)

2026-02-20美股招股说明书我***
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阿什福德信托美股招股说明书(2026-02-20版)

(Liquidation Preference $25.00 per share) This prospectus supplement no. 19 (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,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 February 20, 2026. 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-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): February 20, 2026 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) 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). 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 anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 12, 2025, St. Petersburg Florida Hotel Limited Partnership and Ashford TRS Lessee II LLC (together, “Seller”), indirectwholly owned subsidiaries of Ashford Hospitality Trust, Inc. (the “Company”), entered into an Agreement of Purchase and Sale (the“Agreement”) with Kolter Group Acquisitions LLC (“Purchaser”), for the sale of Hilton St. Petersburg Bayfront located in St.Petersburg, Florida (the “Hotel”) for $96 million in cash, subject to customary prorations and adjustments (the “Purchase Price”). Asrequired by the Agreement, Purchaser has deposited an initial earnest money deposit of $500,000 into escrow (the “Initial Deposit”).On February 20, 2026, Purchaser delivered a “Notice to Proceed” in accordance with the Agreement, at which time the Initial Depositbecame non‑refundable; an additional earnest money deposit of $1,900,000 (the “Additional Deposit”) is due within three (3) business The Agreement contains terms, conditions, covenants, representations and warranties and indemnities from each of the respectiveparties that are customary and typical for a transaction of this nature. Several conditions to closing on the sale remain to be satisfied,and there can be no assurance that the sale transaction will be completed on the general terms described above or at all. Cautionary Note Regarding Forward-Looking Statements Certain statements and assumptions in this current report on Form 8-K contain or are based upon “forward-looking” information andare being made pursuant to the safe harbor provisions of the federal securities regulations. Forward-looking statements are generallyidentifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “anticipate,”“estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Additionally, statementsregarding the following subjects are forward-looking by their nature: our business and investment strategy; anticipated or expectedpurchases, sales or dispositions of assets (including the expected completion date of the sale described herein); our projected operatingresults; completion of any pending transactions; our ability to restructure existing property-level indebtedness; our ability to secureadditional financing to enable us to operate our business;