您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:阿什福德信托美股招股说明书(2026-03-17版) - 发现报告

阿什福德信托美股招股说明书(2026-03-17版)

2026-03-17美股招股说明书邓***
阿什福德信托美股招股说明书(2026-03-17版)

(Liquidation Preference $25.00 per share) This prospectus supplement no. 23 (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 March 17, 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 THE Date of Report (date of earliest event reported): March 13, 2026 ASHFORD HOSPITALITY TRUST, INC. ☐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 March 13, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) entered into a Limited Waiver UnderAdvisory Agreement (the “Limited Waiver”) with Ashford Hospitality Limited Partnership (the “Operating Partnership”), AshfordTRS Corporation (“TRS”), Ashford Inc. (“AINC”) and Ashford Hospitality Advisors LLC (together with AINC, the “Advisor”). As previously disclosed, the Company, the Operating Partnership, TRS and the Advisor are parties to a Third Amended and RestatedAdvisory Agreement, as amended (the “Advisory Agreement”), which (i) allocates responsibility for certain employee costs betweenthe Company and the Advisor, and (ii) permits the board of directors of the Company (the “Board”) to issue annual equity awards in Pursuant to the Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision inthe Advisory Agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to The foregoing description of the Limited Waiver does not purport to be complete and is subject to, and qualified in its entirety by, thefull text of the Limited Waiver, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENTOF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On March 13, 2026, the Company adopted the Form of Deferred Cash Award, a copy of which is attached hereto as Exhibit 10.3 and isincorporated herein by reference. ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits ExhibitNumberExhibit Description 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) (File 10.2Limited Waiver Under Advisory Agreement, dated as of March 13 2026, by and among Ashford Hospitality Trust, Inc.,Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC 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: March 17, 2026