Ashford Hospitality Trust Files 8-K

TL;DR

Ashford Hospitality Trust (AHT) filed an 8-K on Oct 15, 2024, detailing changes to security holder rights and other events.

AI Summary

Ashford Hospitality Trust, Inc. filed an 8-K on October 15, 2024, reporting material modifications to the rights of security holders, Regulation FD disclosures, and other events. The filing pertains to their common stock and various series of preferred stock (Series D, F, G, H, and I).

Why It Matters

This 8-K filing indicates potential changes affecting the rights of Ashford Hospitality Trust's security holders, which could impact investors' holdings and the company's financial structure.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and other events can introduce uncertainty and potential risks for investors.

Key Players & Entities

• Ashford Hospitality Trust, Inc. (company) — Registrant
• October 15, 2024 (date) — Filing Date
• Series D Preferred Stock (security) — Mentioned in filing
• Series F Preferred Stock (security) — Mentioned in filing
• Series G Preferred Stock (security) — Mentioned in filing
• Series H Preferred Stock (security) — Mentioned in filing
• Series I Preferred Stock (security) — Mentioned in filing

FAQ

Key Financial Figures

• $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"), at a ra
• $1.00 — k to regain compliance with the minimum $1.00 continued listing requirement for the l

Filing Documents

• aht-20241015.htm (8-K) — 39KB
• aht2024q3rsspr.htm (EX-99.1) — 12KB
• image_1aa.jpg (GRAPHIC) — 194KB
• 0001232582-24-000130.txt ( ) — 508KB
• aht-20241015.xsd (EX-101.SCH) — 3KB
• aht-20241015_def.xml (EX-101.DEF) — 17KB
• aht-20241015_lab.xml (EX-101.LAB) — 31KB
• aht-20241015_pre.xml (EX-101.PRE) — 18KB
• aht-20241015_htm.xml (XML) — 7KB

03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS

ITEM 3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS. The disclosure set forth under Item 8.01 below is incorporated herein by reference.

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE. On October 15, 2024, Ashford Hospitality Trust, Inc. (the "Company") issued a press release announcing the Reverse Stock Split (as defined in Item 8.01, below). A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. The information under Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 OTHER EVENTS

ITEM 8.01 OTHER EVENTS. The Company announced today that the Company's Board of Directors unanimously approved a reverse split of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a ratio of one-for-ten, effective as of the close of business on October 25, 2024 (the "Reverse Stock Split"). The purpose of the Reverse Stock Split is to raise the per share trading price of the Common Stock to regain compliance with the minimum $1.00 continued listing requirement for the listing of the Common Stock on the New York Stock Exchange (the "NYSE"). Effective as of the close of business on October 25, 2024, each outstanding share of the Common Stock will automatically combine into 1/10th of a share of Common Stock. At the market opening on October 28, 2024, the Common Stock will begin trading on the NYSE on a split- adjusted basis. If the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, such fractional share shall be rounded down to the nearest full share and the Company will pay the holder otherwise entitled to such fraction a sum in cash in an amount equal to the relevant percentage of the amount received per share upon the sale in one or more open market transactions of the aggregate of all such fractional shares. Each stockholder's percentage ownership in the Company and proportional voting power remains unchanged after the Reverse Stock Split, except for minor changes resulting from the payment of cash for fractional shares. The rights and privileges of stockholders are unaffected by the Reverse Stock Split. There will be no change to the number of authorized shares of the Common Stock as a result of the Reverse Stock Split. The Company's trading symbol will remain unchanged, but the CUSIP number for the Company's registered Common Stock will be changed to 044103794. The Company also intends to effect a reverse split of the partnership units of Ashford Hospitality Limited Partnership, the Company's

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Description 99.1 Press Release of the Company, dated October 15, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ASHFORD HOSPITALITY TRUST, INC. Dated: October 15, 2024 By: /s/ Alex Rose Alex Rose Executive Vice President, General Counsel & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR