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阿什福德信托美股招股说明书(2026-03-19版)

2026-03-19美股招股说明书刘***
阿什福德信托美股招股说明书(2026-03-19版)

(Liquidation Preference $25.00 per share) This prospectus supplement no. 24 (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 March 19, 2026. The attached information updates andsupplements, and should be read together with, the Prospectus. 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 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. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 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): March 17, 2026 ASHFORD HOSPITALITY TRUST, INC.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code: (972) 490-9600 Not Applicable(Former name or former address, if changed since last report) 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)) 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. Securities registered pursuant to Section 12(b) of the Act: ITEM 2.01COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On March 17, 2026, Ashford Posada LP, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”),completed the sale of the La Posada de Santa Fe located in Santa Fe, New Mexico pursuant to an Agreement of Purchase and Sale,dated as of February 6, 2026, by and between Ashford Posada LP, as seller, and Jay Land Ltd. Co., as purchaser, for $57.5 million incash, subject to customary pro-rations and adjustments. ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS. (b)The unaudited pro forma financial information for the Company as of and for the nine months ended September 30, 2025 and theyear ended December 31, 2024, is attached hereto as Exhibit 99.1 and is incorporated by reference herein. (d)Exhibits Exhibit NumberDescription 99.1Unaudited Pro Forma Financial Information of Ashford Hospitality Trust, Inc.101Inline Interactive Data Files.104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned hereunto duly authorized. ASHFORD HOSPITALITY TRUST, INC. By:/s/ Deric S. EubanksDeric S. EubanksChief Financial Officer