Ashford Hospitality Trust Files 8-K on Material Agreements

TL;DR

AHT filed an 8-K on Dec 15th, looks like they're changing some stuff with preferred stock and bylaws.

AI Summary

Ashford Hospitality Trust Inc. (AHT) filed an 8-K on December 16, 2025, reporting on events that occurred on December 15, 2025. The filing indicates an entry into a material definitive agreement, material modifications to the rights of security holders, and amendments to its articles of incorporation or bylaws. Specific details regarding the nature of these agreements and modifications are not fully elaborated in the provided text, but they pertain to various series of preferred stock and common stock.

Why It Matters

This filing signals significant corporate actions by Ashford Hospitality Trust, potentially impacting its capital structure and the rights of its shareholders.

Risk Assessment

Risk Level: medium — The filing indicates material changes to agreements and security holder rights, which could introduce uncertainty or impact the company's financial standing.

Key Players & Entities

• Ashford Hospitality Trust Inc. (company) — Filer of the 8-K report
• December 15, 2025 (date) — Date of earliest event reported
• December 16, 2025 (date) — Filing date of the 8-K
• Common Stock (security) — Mentioned in relation to security holder rights
• Preferred Stock Series D (security) — Mentioned in relation to security holder rights
• Preferred Stock Series F (security) — Mentioned in relation to security holder rights
• Preferred Stock Series G (security) — Mentioned in relation to security holder rights
• Preferred Stock Series H (security) — Mentioned in relation to security holder rights
• Preferred Stock Series I (security) — Mentioned in relation to security holder rights

FAQ

Key Financial Figures

• $0.01 — anding share of common stock, par value $0.01 per share, of the Company (the " Common
• $20.00 — ries N Preferred Stock ") at a price of $20.00 per one one-thousandth of a share of Se
• $0.0001 — n whole, but not in part, at a price of $0.0001 per Right (the " Redemption Price ") pa

Filing Documents

• tm2533452d1_8k.htm (8-K) — 63KB
• tm2533452d1_ex3-1.htm (EX-3.1) — 36KB
• tm2533452d1_ex4-1.htm (EX-4.1) — 354KB
• 0001104659-25-121398.txt ( ) — 775KB
• aht-20251215.xsd (EX-101.SCH) — 3KB
• aht-20251215_def.xml (EX-101.DEF) — 28KB
• aht-20251215_lab.xml (EX-101.LAB) — 38KB
• aht-20251215_pre.xml (EX-101.PRE) — 26KB
• tm2533452d1_8k_htm.xml (XML) — 9KB

01

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

03

Item 3.03 Material Modifications to Rights of Security Holders. On December 15, 2025, the Board of Directors (the " Board ") of Ashford Hospitality Trust, Inc. (the " Company ") declared a dividend of one preferred share purchase right (a " Right ") for each outstanding share of common stock, par value $0.01 per share, of the Company (the " Common Stock "), each Right initially representing the right to purchase from the Company one one-thousandth of a share of Series N Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the " Series N Preferred Stock ") at a price of $20.00 per one one-thousandth of a share of Series N Preferred Stock (the " Purchase Price "), subject to adjustment as provided in the Rights Agreement (defined below). The dividend is payable to holders of Common Stock of record as of 5:00 p.m. New York City time on December 26, 2025 (the " Record Date "). The description and terms of the Rights are set forth in a Rights Agreement, dated as of December 15, 2025, as the same may be amended from time to time (the " Rights Agreement "), between the Company and Computershare Trust Company, N.A., as Rights Agent (the " Rights Agent "). The Rights Agreement is designed to prevent the Company from facing a substantial limitation on its ability to use its Tax Benefits (as such term is defined in the Rights Agreement) to offset potential future income taxes for federal income tax purposes and realize other efficiencies. The following is a summary of the terms of the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference. Effectiveness The Rights Agreement became effective at 5:00 p.m. New York City time on December 15, 2025 (the " Effective Date "). Upon and following the Effective Date, Rights will be issued in respect of all outstanding shares of Co

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the adoption of the Rights Agreement, the Company filed the Articles Supplementary Establishing and Fixing the Rights and Preference of a Series of Preferred Stock (the " Articles Supplementary ") with the Secretary of State of the State of Maryland, effective December 17, 2025. The summary of the rights, preferences, privileges and restrictions of the Series N Preferred Stock set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Articles Supplementary is attached as Exhibit 3.1 and is incorporated herein by reference.

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Articles Supplementary Establishing and Fixing the Rights and Preference of a Series of Preferred Stock. 4.1 Rights Agreement, dated as of December 15, 2025, between Ashford Hospitality Trust, Inc. and Computershare Trust Company, N.A., as Rights Agent 104 Cover page interactive data file (formatted in Inline XBRL). 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. ASHFORD HOSPITALITY TRUST, INC. Date: December 16, 2025 By: /s/ Jim Plohg Name: Jim Plohg Title: Executive Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR