Ashford Hospitality Trust Files 8-K on Key Agreements

TL;DR

AHT filed an 8-K detailing material agreements and changes to security holder rights affecting common and preferred stock.

AI Summary

Ashford Hospitality Trust, Inc. (AHT) filed an 8-K on January 28, 2025, reporting on events that occurred on January 22, 2025. The filing indicates a material definitive agreement, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. Specific details regarding the nature of these agreements and amendments are not fully elaborated in the provided text, but they pertain to various preferred stock series and common stock.

Why It Matters

This filing signals significant corporate actions by Ashford Hospitality Trust, potentially impacting the rights and structure for its common and preferred stockholders.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which could introduce new risks or alter existing ones for investors.

Key Players & Entities

• Ashford Hospitality Trust, Inc. (company) — Filer of the 8-K report
• 0001232582 (company) — Central Index Key for Ashford Hospitality Trust, Inc.
• 2025-01-22 (date) — Date of earliest event reported
• 2025-01-28 (date) — Filing date of the 8-K

FAQ

Key Financial Figures

• $0.01 — L Redeemable Preferred Stock, par value $0.01 per share (the "Series L Preferred Stoc
• $25.00 — red Stock will have a "Stated Value" of $25.00. Upon any voluntary or involuntary liqu
• $1.875 — quivalent to an annual dividend rate of $1.875 per share). Holders of the Series M Pre
• $1.925 — quivalent to an annual dividend rate of $1.925 per share). Beginning one year from the

Filing Documents

• tm254691d1_8k.htm (8-K) — 59KB
• 0001104659-25-006692.txt ( ) — 300KB
• aht-20250122.xsd (EX-101.SCH) — 3KB
• aht-20250122_def.xml (EX-101.DEF) — 28KB
• aht-20250122_lab.xml (EX-101.LAB) — 38KB
• aht-20250122_pre.xml (EX-101.PRE) — 27KB
• tm254691d1_8k_htm.xml (XML) — 9KB

01

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On January 22, 2025, Ashford Hospitality Trust, Inc. (the "Company"), through its subsidiaries, Ashford OP General Partner LLC and Ashford OP Limited Partner LLC, executed Amendment No. 13 to Seventh Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement Amendment") of Ashford Hospitality Limited Partnership (the "Operating Partnership"), in connection with the Company's public offering of its Series L Redeemable Preferred Stock, par value $0.01 per share (the "Series L Preferred Stock"), and Series M Redeemable Preferred Stock, par value $0.01 per share (the "Series M Preferred Stock," and together with the Series L Preferred Stock, the "Preferred Stock"). The Partnership Agreement Amendment designated and authorized the issuance to Ashford OP Limited Partner LLC by the Operating Partnership of 11,200,000 Series L Redeemable Preferred Units and 4,800,000 Series M Redeemable Preferred Units of the Operating Partnership, having substantially the same designations, preferences and other rights as the economic rights of the Series L Preferred Stock and the Series M Preferred Stock, respectively. The description of the Partnership Agreement Amendment in this report does not purport to be complete and is qualified in its entirety by reference to the full text of the Partnership Agreement Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

03

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. On January 22, 2025, the Company filed with the State Department of Assessments and Taxation of the State of Maryland ("SDAT") articles supplementary to the Company's charter (as amended, the "Charter") that reclassified and designated 5,000,000 unissued shares of common stock, par value $0.01 per share, of the Company as unclassified and undesignated shares of preferred stock, par value $0.01 per share. After giving effect to the foregoing, the Company has the authority to issue 450,000,000 shares of capital stock, par value $0.01 per share, consisting of 395,000,000 shares of common stock and 55,000,000 shares of preferred stock, of which 20,481,195 are unclassified and undesignated shares of preferred stock. Such articles supplementary, which were effective upon filing, are included as Exhibit 4.1 hereto and are incorporated herein by reference. On January 22, 2025, the Company filed with the SDAT articles supplementary to the Charter classifying and designating an aggregate of 16,000,000 shares of the unissued and undesignated shares of preferred stock and provided for their issuance as 11,200,000 shares of the Series L Preferred Stock and 4,800,000 shares of the Series M Preferred Stock (together, the "Articles Supplementary"). As set forth in the Articles Supplementary, the Series L Preferred Stock and the Series M Preferred Stock rank: (i) senior to all classes or series of common stock and future junior securities; (ii) on a parity with each other and each other series of the Company's outstanding preferred stock, including the 8.45% Series D Cumulative Convertible Preferred Stock, the 7.375% Series F Cumulative Preferred Stock, the 7.375% Series G Cumulative Convertible Preferred Stock, the 7.50% Series H Cumulative Preferred Stock, and the 7.50% Series I Cumulative Preferred Stock, the Series J Redeemable Preferred Stock, the Series K Redeemable Preferred Stock and with any future parity

03

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On January 22, 2025, the Company filed with the SDAT articles supplementary to the Charter that reclassified and designated 5,000,000 unissued shares of common stock, par value $0.01 per share, of the Company as unclassified and undesignated shares of preferred stock, par value $0.01 per share. The filing was effective upon filing with the SDAT. The information about such filing under Item 3.03 of this report is incorporated herein by reference. The description of such articles supplementary in this report does not purport to be complete and is qualified in its entirety by reference to the full text of the articles supplementary, which are filed as Exhibit 4.1 hereto, and are incorporated by reference herein. On January 22, 2025, the Company filed with the SDAT the Articles Supplementary designating the rights, preferences and privileges of the Series L Preferred Stock and the Series M Preferred Stock. Each filing was effective upon filing with the SDAT. The information about such filings under Item 3.03 of this report, including the summary description of the rights, preferences and privileges of the Series L Preferred Stock and the Series M Preferred Stock, is incorporated herein by reference. The descriptions of the Articles Supplementary in this report do not purport to be complete and are qualified in their entirety by reference to the full text of each Articles Supplementary, which are filed as Exhibits 4.2 and 4.3 hereto, and are incorporated by reference herein.

01

ITEM 8.01. OTHER EVENTS. In connection with the offering of the Preferred Stock, the Company expects to enter into a Dealer Manager Agreement (the "Dealer Manager Agreement") with Ashford Securities LLC (the "Dealer Manager"), an affiliate of Ashford Hospitality Advisors LLC, the Company's advisor, whereby the Dealer Manager will serve as the Company's exclusive dealer manager in connection with the Company's primary offering of up to 12,000,000 shares, consisting of 8,400,000 shares of Series L Preferred Stock and 3,600,000 shares of Series M Preferred Stock, on a "reasonable best efforts" basis. In addition to the primary offering, the Company is also offering up to 4,000,000 shares, consisting of 2,800,000 shares of Series L Preferred Stock and 1,200,000 shares of Series M Preferred Stock, pursuant to a dividend reinvestment plan (the "DRP") at $25.00 per share. The Company reserves the right to reallocate the shares of Preferred Stock being offered between the primary offering and the DRP. The Company previously filed a registration statement on Form S-11 (File No. 333-283802), including a preliminary prospectus, as the same may be amended and/or supplemented (the "Registration Statement"), with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, relating to the offering and sale of the Preferred Stock. The Registration Statement has not been declared effective by the SEC and no sales of the Preferred Stock may be made under the Registration Statement until that time. This report does not constitute an offer to sell the Preferred Stock and is not soliciting an offer to buy the Preferred Stock in any state or jurisdiction in which such an offer or solicitation would be unlawful.

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibit Exhibit No. Description 4.1 Articles Supplementary, accepted for record and certified by the SDAT on January 22, 2025 (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the Registration Statement on Form S-11 (File No. 333-283802) filed with the SEC on January 23, 2025). 4.2 Articles Supplementary establishing the Series L Preferred Stock, accepted for record and certified by the SDAT on January 22, 2025 (incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the Registration Statement on Form S-11 (File No. 333-283802) filed with the SEC on January 23, 2025). 4.3 Articles Supplementary establishing the Series M Preferred Stock, accepted for record and certified by the SDAT on January 22, 2025 (incorporated by reference to Exhibit 4.12 to Amendment No. 1 to the Registration Statement on Form S-11 (File No. 333-283802) filed with the SEC on January 23, 2025). 10.1 Amendment No. 13 to Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, dated as of January 22, 2025 (incorporated by reference to Exhibit 10.1.14 to Amendment No. 1 to the Registration Statement on Form S-11 (File No. 333-283802) filed with the SEC on January 23, 2025). 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) SIGNATURE 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. Date: January 28, 2025 ASHFORD HOSPITALITY TRUST, INC. By: /s/ Alex Rose Alex Rose Executive Vice President, General Counsel & Secretary

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View this 8-K filing on SEC EDGAR