aht-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number: 001-31775

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)


Maryland						86-1062192
(State or other jurisdiction of incorporation or organization)						(IRS employer identification number)

14185 Dallas Parkway
Suite 1200
Dallas
Texas						75254
(Address of principal executive offices)						(Zip code)

(972) 490-9600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☑
		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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

AHT

New York Stock Exchange

Preferred Stock, Series D

AHT-PD

New York Stock Exchange

Preferred Stock, Series F

AHT-PF

New York Stock Exchange

Preferred Stock, Series G

AHT-PG

New York Stock Exchange

Preferred Stock, Series H

AHT-PH

New York Stock Exchange

Preferred Stock, Series I

AHT-PI

New York Stock Exchange

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Common Stock, $0.01 par value per share						5,860,754
(Class)						Outstanding at May 12, 2025

ASHFORD HOSPITALITY TRUST, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2025

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024			2
Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024			3
Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 and 2024			4
Consolidated Statements of Equity (Deficit) for the Three Months Ended March 31, 2025 and 2024			5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024			9
Notes to Consolidated Financial Statements			11
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			39
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			59
ITEM 4. CONTROLS AND PROCEDURES			59
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			59
ITEM 1A. RISK FACTORS			60
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			60
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			60
ITEM 4. MINE SAFETY DISCLOSURES			61
ITEM 5. OTHER INFORMATION			61
ITEM 6. EXHIBITS			61
SIGNATURES			63

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (unaudited)

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share and per share amounts)


	March 31, 2025		December 31, 2024
ASSETS
Investments in hotel properties, gross ($159,197 and $159,378 attributable to VIEs)	$	3,334,874	$	3,350,086
Accumulated depreciation ($(32,217) and $(30,365) attributable to VIEs)	(1,036,328)		(1,030,879)
Investments in hotel properties, net ($126,980 and $129,012 attributable to VIEs)	2,298,546		2,319,207
Contract asset	376,717		366,671
Cash and cash equivalents ($5,131 and $7,286 attributable to VIEs)	85,787		112,907
Restricted cash ($3,410 and $3,430 attributable to VIEs)	139,190		99,695

Accounts receivable ($738 and $614 attributable to VIEs), net of allowance of $507 and $435, respectively	48,020		35,579
Inventories ($44 and $57 attributable to VIEs)	3,684		3,631
Notes receivable, net	10,958		10,565


Investments in unconsolidated entities	7,159		7,590
Deferred costs, net ($170 and $181 attributable to VIEs)	1,817		1,788
Prepaid expenses ($443 and $430 attributable to VIEs)	19,553		11,667
Derivative assets	3,313		2,594
Operating lease right-of-use assets	43,706		43,780
Other assets ($2,576 and $2,660 attributable to VIEs)	21,049		26,680
Intangible assets	797		797



Due from third-party hotel managers	22,125		21,206
Assets held for sale	—		96,628
Total assets	$	3,082,421	$	3,160,985
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($65,619 and $65,548 attributable to VIEs)	$	2,651,183	$	2,629,289
Debt associated with hotels in receivership	314,640		314,640
Finance lease liability	17,903		17,992
Other finance liability ($27,092 and $27,058 attributable to VIEs)	27,092		27,058
Accounts payable and accrued expenses ($19,235 and $19,963 attributable to VIEs)	129,185		137,506
Accrued interest payable ($473 and $230 attributable to VIEs)	17,658		10,212
Accrued interest associated with hotels in receivership	62,077		52,031
Dividends and distributions payable ($1 and $1 attributable to VIEs)	4,125		3,952

Due to Ashford Inc., net ($5,336 and $5,997 attributable to VIEs)	17,600		25,635

Due to related parties, net ($288 and $113 attributable to VIEs)	4,532		2,850
Due to third-party hotel managers ($25 and $22 attributable to VIEs)	1,421		1,145
Intangible liabilities, net	1,973		1,981
Operating lease liabilities	44,263		44,369

Other liabilities ($1,709 and $1,726 attributable to VIEs)	4,899		4,972
Liabilities related to assets held for sale	—		99,139
Total liabilities	3,298,551		3,372,771
Commitments and contingencies (note 16)
Redeemable noncontrolling interests in operating partnership	22,262		22,509
Series J Redeemable Preferred Stock, $0.01 par value, 7,677,717 and 6,799,638 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	177,247		156,671
Series K Redeemable Preferred Stock, $0.01 par value, 759,086 and 601,175 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	18,779		14,869
Equity (deficit):
Preferred stock, $0.01 par value, 55,000,000 shares authorized:
Series D Cumulative Preferred Stock, 1,111,127 and 1,111,127 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	11		11
Series F Cumulative Preferred Stock, 1,037,044 and 1,037,044 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	10		10
Series G Cumulative Preferred Stock, 1,470,948 and 1,470,948 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	15		15
Series H Cumulative Preferred Stock, 1,037,956 and 1,037,956 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	10		10
Series I Cumulative Preferred Stock, 1,034,303 and 1,034,303 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	11		11
Common stock, $0.01 par value, 395,000,000 shares authorized, 5,790,076 and 5,636,595 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	58		56
Additional paid-in capital	2,393,647		2,392,518
Accumulated deficit	(2,839,867)		(2,811,868)
Total stockholders’ equity (deficit) of the Company	(446,105)		(419,237)
Noncontrolling interest in consolidated entities	11,687		13,402
Total equity (deficit)	(434,418)		(405,835)
Total liabilities and equity/deficit	$	3,082,421	$	3,160,985

See Notes to Consolidated Financial Statements.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)


	Three Months Ended March 31,
		2025		2024
REVENUE
Rooms		$	206,301	$	229,207
Food and beverage		54,529		57,358
Other hotel revenue		16,220		16,692
Total hotel revenue		277,050		303,257
Other		309		639
Total revenue		277,359		303,896
EXPENSES
Hotel operating expenses:
Rooms		47,790		54,680
Food and beverage		35,726		37,831
Other expenses		95,110		106,826
Management fees		9,848		11,550
Total hotel expenses		188,474		210,887
Property taxes, insurance and other		16,049		17,364
Depreciation and amortization		37,339		40,544



Advisory services fee		11,545		15,201
Corporate, general and administrative		4,332		8,272
Total operating expenses		257,739		292,268
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties		31,868		6,956
Gain (loss) on derecognition of assets		10,046		133,909
OPERATING INCOME (LOSS)		61,534		152,493
Equity in earnings (loss) of unconsolidated entities		(431)		(534)
Interest income		1,214		1,984
Other income (expense)		—		36
Interest expense and amortization of discounts and loan costs		(66,802)		(73,961)
Interest expense associated with hotels in receivership		(10,046)		(12,098)
Write-off of premiums, loan costs and exit fees		(4,597)		(18)
Gain (loss) on extinguishment of debt		(13)		45

Realized and unrealized gain (loss) on derivatives		(2,740)		4,761
INCOME (LOSS) BEFORE INCOME TAXES		(21,881)		72,708
Income tax (expense) benefit		(317)		(303)



NET INCOME (LOSS)		(22,198)		72,405
(Income) loss attributable to noncontrolling interest in consolidated entities		1,776		9
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership		451		(853)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY		(19,971)		71,561
Preferred dividends		(6,729)		(5,011)
Deemed dividends on redeemable preferred stock		(1,057)		(682)
Gain (loss) on extinguishment of preferred stock		—		1,573
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS		$	(27,757)	$	67,441

INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:


Net income (loss) attributable to common stockholders		$	(4.91)	$	17.45
Weighted average common shares outstanding – basic		5,651		3,846
Diluted:


Net income (loss) attributable to common stockholders		$	(4.91)	$	5.99
Weighted average common shares outstanding – diluted		5,651		11,673

See Notes to Consolidated Financial Statements.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)


	Three Months Ended March 31,
		2025		2024
Net income (loss)		$	(22,198)	$	72,405
Other comprehensive income (loss), net of tax:


Total other comprehensive income (loss)		—		—
Comprehensive income (loss)		(22,198)		72,405
Less: Comprehensive (income) loss attributable to noncontrolling interest in consolidated entities		1,776		9
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership		451		(853)
Comprehensive income (loss) attributable to the Company		$	(19,971)	$	71,561

See Notes to Consolidated Financial Statements.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(unaudited, in thousands except per share amounts)


		Preferred Stock																		Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interests in Consolidated Entities		Total
	Series D		Series F			Series G			Series H			Series I			Common Stock
		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2024		1,111	$	11	1,037	$	10	1,471	$	15	1,038	$	10	1,034	$	11	5,637	$	56	$	2,392,518	$	(2,811,868)	$	13,402	$	(405,835)

Purchases of common stock		—	—		—	—		—	—		—	—		—	—		—	—		(4)		—		—		(4)
Equity-based compensation		—	—		—	—		—	—		—	—		—	—		—	—		(29)		—		13		(16)



Issuances of preferred stock		—	—		—	—		—	—		—	—		—	—		—	—		—		—		—		—
Costs for issuances of common shares		—	—		—	—		—	—		—	—		—	—		—	—		(30)		—		—		(30)


Dividends declared – preferred stock – Series D ($0.53/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(587)		—		(587)
Dividends declared – preferred stock – Series F ($0.46/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(478)		—		(478)
Dividends declared – preferred stock – Series G ($0.46/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(678)		—		(678)
Dividends declared – preferred stock – Series H ($0.47/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(487)		—		(487)
Dividends declared – preferred stock – Series I ($0.47/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(485)		—		(485)
Dividends declared – preferred stock – Series J ($0.50/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(3,662)		—		(3,662)
Dividends declared – preferred stock – Series K ($0.52/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(352)		—		(352)
Dividends declared - Stirling OP		—	—		—	—		—	—		—	—		—	—		—	—		—		—		(6)		(6)
Issuance of Stirling OP common units		—	—		—	—		—	—		—	—		—	—		—	—		—		—		54		54
Redemption value adjustment		—	—		—	—		—	—		—	—		—	—		—	—		—		(242)		—		(242)
Redemption value adjustment – preferred stock		—	—		—	—		—	—		—	—		—	—		—	—		—		(1,057)		—		(1,057)
Redemption of preferred stock		—	—		—	—		—	—		—	—		—	—		153	2		1,192		—		—		1,194




Net income (loss)		—	—		—	—		—	—		—	—		—	—		—	—		—		(19,971)		(1,776)		(21,747)
Balance at March 31, 2025		1,111	$	11	1,037	$	10	1,471	$	15	1,038	$	10	1,034	$	11	5,790	$	58	$	2,393,647	$	(2,839,867)	$	11,687	$	(434,418)


	Preferred Stock						Redeemable Noncontrolling Interests in Operating Partnership
	Series J			Series K
	Shares	Amount		Shares	Amount
Balance at December 31, 2024	6,800	$	156,671	601	$	14,869	$	22,509

Purchases of common stock	—	—		—	—		—
Equity-based compensation	—	—		—	—		(38)



Issuances of preferred stock	919	20,608		167	4,015		—
Costs for issuances of common shares	—	—		—	—		—


Dividends declared – preferred stock – Series D ($0.53/share)	—	—		—	—		—
Dividends declared – preferred stock – Series F ($0.46/share)	—	—		—	—		—
Dividends declared – preferred stock – Series G ($0.46/share)	—	—		—	—		—
Dividends declared – preferred stock – Series H ($0.47/share)	—	—		—	—		—
Dividends declared – preferred stock – Series I ($0.47/share)	—	—		—	—		—
Dividends declared – preferred stock – Series J ($0.50/share)	—	—		—	—		—
Dividends declared – preferred stock – Series K ($0.52/share)	—	—		—	—		—
Dividends declared - Stirling OP	—	—		—	—		—
Issuance of Stirling OP common units	—	—		—	—		—
Redemption value adjustment	—	—		—	—		242
Redemption value adjustment – preferred stock	—	938		—	119		—
Redemption of preferred stock	(41)	(970)		(9)	(224)		—




Net income (loss)	—	—		—	—		(451)
Balance at March 31, 2025	7,678	$	177,247	759	$	18,779	$	22,262


		Preferred Stock																		Additional Paid-in Capital		Accumulated Deficit		Noncontrolling Interests In Consolidated Entities		Total
	Series D		Series F			Series G			Series H			Series I			Common Stock
		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2023		1,160	$	12	1,175	$	11	1,532	$	15	1,170	$	12	1,161	$	12	3,742	$	37	$	2,383,312	$	(2,729,312)	$	14,859	$	(331,042)

Purchases of common stock		—	—		—	—		—	—		—	—		—	—		(3)	—		(49)		—		—		(49)
Equity-based compensation		—	—		—	—		—	—		—	—		—	—		—	—		320		—		13		333


Issuance of common stock		—	—		—	—		—	—		—	—		—	—		142	2		2,133		—		—		2,135






Issuance of preferred stock		—	—		—	—		—	—		—	—		—	—		—	—		—		—		—		—
Dividends declared – preferred stock – Series D ($0.53/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(613)		—		(613)
Dividends declared – preferred stock – Series F ($0.46/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(509)		—		(509)
Dividends declared – preferred stock – Series G ($0.46/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(706)		—		(706)
Dividends declared – preferred stock – Series H ($0.47/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(515)		—		(515)
Dividends declared – preferred stock – Series I ($0.47/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(536)		—		(536)
Dividends declared – preferred stock – Series J ($0.50/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(2,012)		—		(2,012)
Dividends declared – preferred stock – Series K ($0.51/share)		—	—		—	—		—	—		—	—		—	—		—	—		—		(120)		—		(120)
Dividends declared - Stirling OP		—	—		—	—		—	—		—	—		—	—		—	—		—		—		(4)		(4)
Issuances of Stirling OP common units		—	—		—	—		—	—		—	—		—	—		—	—		—		—		13		13



Redemption value adjustment		—	—		—	—		—	—		—	—		—	—		—	—		—		791		—		791
Redemption value adjustment - preferred stock		—	—		—	—		—	—		—	—		—	—		—	—		—		(682)				(682)
Redemption of preferred stock		—	—		—	—		—	—		—	—		—	—		2	—		32		—		—		32
Extinguishment of preferred stock		—	—		(71)	—		—	—		(71)	(1)		(17)	(1)		134	1		(1,572)		1,573		—		—

Contributions from noncontrolling interest in consolidated entities		—	—		—	—		—	—		—	—		—	—		—	—		—		—		2,048		2,048
Net income (loss)		—	—		—	—		—	—		—	—		—	—		—	—		—		71,561		(9)		71,552
Balance at March 31, 2024		1,160	$	12	1,104	$	11	1,532	$	15	1,099	$	11	1,144	$	11	4,017	$	40	$	2,384,176	$	(2,661,080)	$	16,920	$	(259,884)


	Preferred Stock						Redeemable Noncontrolling Interests in Operating Partnership
	Series J			Series K
	Shares	Amount		Shares	Amount
Balance at December 31, 2023	3,475	$	79,975	194	$	4,783	$	22,007

Purchases of common stock	—	—		—	—		—
Equity-based compensation	—	—		—	—		231

Issuance of common stock	—	—		—	—		—
Issuance of preferred stock	878	19,562		69	1,656		—






Dividends declared – preferred stock – Series D ($0.53/share)	—	—		—	—		—
Dividends declared – preferred stock – Series F ($0.46/share)	—	—		—	—		—
Dividends declared – preferred stock – Series G ($0.46/share)	—	—		—	—		—
Dividends declared – preferred stock – Series H ($0.47/share)	—	—		—	—		—
Dividends declared – preferred stock – Series I ($0.47/share)	—	—		—	—		—



Dividends declared – preferred stock – Series J ($0.50/share)	—	—		—	—		—
Dividends declared – preferred stock – Series K ($0.51/share)	—	—		—	—		—
Dividends declared - Stirling OP	—	—		—	—		—
Issuances of Stirling OP common units	—	—		—	—		—
Redemption value adjustment	—	—		—	—		(791)

Redemption value adjustment – preferred stock	—	655		—	27		—
Redemption of preferred stock	—	—		(1)	(32)		—
Extinguishment of preferred stock	—	—		—	—		—

Contributions from noncontrolling interest in consolidated entities	—	—		—	—		—
Net income (loss)	—	—		—	—		853
Balance at March 31, 2024	4,353	$	100,192	262	$	6,434	$	22,300

See Notes to Consolidated Financial Statements.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


	Three Months Ended March 31,
	2025		2024
Cash Flows from Operating Activities
Net income (loss)	$	(22,198)	$	72,405
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	37,339		40,544

Amortization of intangibles	(39)		17
Recognition of deferred income	(72)		(56)
Bad debt expense	397		585
Deferred income tax expense (benefit)	(34)		16
Equity in (earnings) loss of unconsolidated entities	431		534
(Gain) loss on consolidation of VIE and disposition of assets and hotel properties	(31,868)		(6,956)
(Gain) loss on derecognition of assets	(10,046)		(133,909)
(Gain) loss on extinguishment of debt	13		(45)




Realized and unrealized (gain) loss on derivatives	2,740		(4,761)

Amortization of loan costs, discounts and capitalized default interest and write-off of premiums, loan costs and exit fees	9,563		2,966



Equity-based compensation	(54)		564

Non-cash interest income	(393)		(421)

Changes in operating assets and liabilities, exclusive of the effect of the consolidation of VIE and disposition of asset and hotel properties and derecognition of assets:
Accounts receivable and inventories	(12,562)		(15,727)
Prepaid expenses and other assets	(2,342)		(4,727)
Accounts payable and accrued expenses and accrued interest payable	796		3,986
Accrued interest associated with hotels in receivership	10,046		9,016
Due to/from related parties	1,682		(3,658)
Due to/from third-party hotel managers	(245)		(3,516)
Due to/from Ashford Inc., net	(8,144)		(3,250)
Operating lease liabilities	(107)		(102)
Operating lease right-of-use assets	105		41





Net cash provided by (used in) operating activities	(24,992)		(46,454)
Cash Flows from Investing Activities
Improvements and additions to hotel properties	(19,851)		(33,930)

Net proceeds from disposition of assets and hotel properties	119,204		18,855
Payments for initial franchise fees	(66)		—

Issuance of note receivable	—		(1,887)
Proceeds from property insurance	213		154






Net cash provided by (used in) investing activities	99,500		(16,808)
Cash Flows from Financing Activities
Borrowings on indebtedness	471,562		—
Repayments of indebtedness	(523,535)		(22,052)
Payments for loan costs and exit fees	(33,591)		(1,939)
Payments for dividends and distributions	(5,647)		(4,586)


Payments for derivatives	(4,342)		(5,280)
Proceeds from derivatives	1,876		9,094
Proceeds from common stock offerings	—		2,043
Proceeds from preferred stock offerings	23,709		20,877





Payments on finance lease liabilities	(89)		(82)
Issuance of Stirling OP common units	51		10
Contributions from noncontrolling interest in consolidated entities	—		2,048

Net cash provided by (used in) financing activities	(70,006)		133
Net increase (decrease) in cash, cash equivalents and restricted cash (including cash, cash equivalents and restricted cash held for sale)	4,502		(63,129)


Cash, cash equivalents and restricted cash at beginning of period (including cash, cash equivalents and restricted cash held for sale)	220,475		311,534
Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale)	$	224,977	$	248,405


	Three Months Ended March 31,
	2025		2024
Supplemental Cash Flow Information
Interest paid	$	54,507	$	76,129
Income taxes paid (refunded)	(15)		(403)

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Accrued but unpaid capital expenditures	$	11,958	$	16,264















Non-cash extinguishment of preferred stock	—		3,835
Issuance of common stock from preferred stock exchanges	—		2,262




Non-cash preferred stock dividends	913		341
Unsettled proceeds from derivatives	88		1,295
Non-cash derecognition of assets	—		231,639

Dividends and distributions declared but not paid	4,125		3,651







Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period	$	112,907	$	165,231
Restricted cash at beginning of period	99,695		146,079
Cash, cash equivalents and restricted cash at beginning of period	$	212,602	$	311,310
Cash and cash equivalents at beginning of period included in assets held for sale	15		1
Restricted cash at beginning of period included in assets held for sale	7,858		223
Cash, cash equivalents and restricted cash at beginning of period (including cash, cash equivalents and restricted cash held for sale)	$	220,475	$	311,534

Cash and cash equivalents at end of period	$	85,787	$	111,065
Restricted cash at end of period	139,190		132,949
Cash, cash equivalents and restricted cash at end of period	$	224,977	$	244,014
Cash and cash equivalents at end of period included in assets held for sale	—		1,592
Restricted cash at end of period included in assets held for sale	—		2,799
Cash, cash equivalents and restricted cash at end of period (including cash, cash equivalents and restricted cash held for sale)	$	224,977	$	248,405

See Notes to Consolidated Financial Statements.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Description of Business

Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”). While our portfolio currently consists of upscale hotels and upper upscale full-service hotels, our investment strategy is predominantly focused on investing in upper upscale full-service hotels in the United States that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average, and in all methods including direct real estate, equity, and debt. We currently anticipate future investments will predominantly be in upper upscale hotels. We own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. Terms such as the “Company,” “we,” “us” or “our” refer to Ashford Hospitality Trust, Inc. and, as the context may require, all entities included in its consolidated financial statements.

Our hotel properties are primarily branded under the widely recognized upscale and upper upscale brands of Hilton, Hyatt, Marriott and Intercontinental Hotel Group. As of March 31, 2025, we held interests in the following assets:

•67 consolidated operating hotel properties, which represent 16,736 total rooms;

•one consolidated operating hotel property, which represents 188 total rooms through a 29.3% owned investment in a consolidated entity;

•four consolidated operating hotel properties, which represent 405 total rooms owned through a 98.7% ownership interest in Stirling REIT OP, LP (“Stirling OP”), which was formed by Stirling Hotels & Resorts, Inc. (“Stirling Inc.”) to acquire and own a diverse portfolio of stabilized income-producing hotels and resorts; and

•an investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage (the “Meritage Investment”) in Napa, California, with a carrying value of approximately $7.2 million.

For U.S. federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of March 31, 2025, our 68 operating hotel properties and four Stirling OP hotel properties were leased or owned by our wholly-owned or majority-owned subsidiaries that are treated as taxable REIT subsidiaries for U.S. federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations.

We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through an advisory agreement. Our 68 operating hotel properties and four Stirling OP hotel properties in our consolidated portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.

We do not operate any of our hotel properties directly; instead, we contractually engage hotel management companies to operate them for us under management contracts. Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford Inc., manages 50 of our 68 operating hotel properties and three of the four Stirling OP hotel properties. Third-party management companies manage the remaining hotel properties.

Ashford Inc. also provides other products and services to us or our hotel properties through certain entities in which Ashford Inc. has an ownership interest. These products and services include, but are not limited to, design and construction services, debt placement and related services, audiovisual services, real estate advisory and brokerage services, insurance policies covering general liability, workers’ compensation and business automobile claims and insurance claims services, hypoallergenic premium rooms, watersport activities, broker-dealer and distribution services, mobile key technology and cash management services.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

On September 27, 2024, our board of directors approved a reverse stock split of our issued and outstanding common stock at a ratio of 1-for-10. This reverse stock split converted every ten issued and outstanding shares of common stock into one share of common stock. The reverse stock split was effective as of the close of business on October 25, 2024. As a result of the reverse stock split, the number of outstanding shares of common stock was reduced from approximately 55.2 million shares to approximately 5.5 million shares. Additionally, the number of outstanding common units, Long-Term Incentive Plan (“LTIP”) units and Performance LTIP units was reduced from approximately 2.1 million units to approximately 208,000 units. All common stock, common units, LTIP units, Performance LTIP units, performance stock units and restricted stock units as well as per share data related to these classes of equity have been revised in the accompanying consolidated financial statements to reflect this reverse stock split for all periods presented.

2. Significant Accounting Policies

Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries, and its majority-owned joint ventures in which it has a controlling interest. All inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2024 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 21, 2025.

Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including, but not limited to, operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly owned subsidiary, Ashford OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP.

815 Commerce Managing Member, LLC (“815 Commerce MM”) is considered to be a VIE, as defined by authoritative accounting guidance. On May 31, 2023, Ashford Trust obtained the ability to exercise its kick-out rights of the manager of 815 Commerce MM, which developed the Le Meridien hotel in Fort Worth, Texas. As a result, Ashford Trust became the primary beneficiary and began consolidating 815 Commerce MM. During 2023, the Company entered into a loan agreement with the manager of 815 Commerce MM to satisfy a balancing deposit that was required by the property construction lender. As of March 31, 2025, the Company has funded $8.8 million.

The Company has a Contribution Agreement with Stirling OP, a subsidiary of Stirling Inc. Pursuant to the terms of the Contribution Agreement, the Company contributed its equity interests, and the associated debt and other obligations, in Residence Inn Manchester, Hampton Inn Buford, SpringHill Suites Buford and Residence Inn Jacksonville to Stirling OP in exchange for 1.4 million Class I units of Stirling OP.

The Company determined Ashford Trust is the primary beneficiary of Stirling OP in contemplation of: 1) the related party group comprising of: (i) Ashford Trust and (ii) the stockholders who have control over the election or removal of the board of directors of Stirling Inc. that have power to direct the most significant activities of Stirling OP; and 2) the consideration that substantially all the economics are held by the Company through its equity interest, and substantially all of the activities are performed on the Company’s behalf. As such, the properties and debt continue to be reflected on the Company's balance sheet at their historical carrying values. As of March 31, 2025, Ashford Trust remains the primary beneficiary and continues to consolidate Stirling OP.

Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following transactions affect reporting comparability of our consolidated financial statements:

Property

Location

Type

Date

Courtyard Columbus Tipton Lakes

Columbus, IN

Derecognized

March 1, 2024

Courtyard Old Town

Scottsdale, AZ

Derecognized

March 1, 2024

Residence Inn Hughes Center

Las Vegas, NV

Derecognized

March 1, 2024

Residence Inn Phoenix Airport

Phoenix, AZ

Derecognized

March 1, 2024

Residence Inn San Jose Newark

Newark, CA

Derecognized

March 1, 2024

SpringHill Suites Manhattan Beach

Hawthorne, CA

Derecognized

March 1, 2024

SpringHill Suites Plymouth Meeting

Plymouth Meeting, PA

Derecognized

March 1, 2024

Courtyard Basking Ridge

Basking Ridge, NJ

Derecognized

March 1, 2024

Courtyard Newark Silicon Valley

Newark, CA

Derecognized

March 1, 2024

Courtyard Oakland Airport

Oakland, CA

Derecognized

March 1, 2024

Courtyard Plano Legacy Park

Plano, TX

Derecognized

March 1, 2024

Residence Inn Plano

Plano, TX

Derecognized

March 1, 2024

SpringHill Suites BWI Airport

Baltimore, MD

Derecognized

March 1, 2024

TownePlace Suites Manhattan Beach

Hawthorne, CA

Derecognized

March 1, 2024

Residence Inn Salt Lake City

Salt Lake City, UT

Disposition

March 6, 2024

Hilton Boston Back Bay

Boston, MA

Disposition

April 9, 2024

Hampton Inn Lawrenceville

Lawrenceville, GA

Disposition

April 23, 2024

Courtyard Manchester

Manchester, CT

Disposition

May 30, 2024

SpringHill Suites Kennesaw

Kennesaw, GA

Disposition

June 10, 2024

Fairfield Inn Kennesaw

Kennesaw, GA

Disposition

June 10, 2024

One Ocean

Atlantic Beach, FL

Disposition

June 27, 2024

The Ashton

Fort Worth, TX

Disposition

July 16, 2024

Le Meridien Fort Worth

Fort Worth, TX

Developed

August 29, 2024

Courtyard Boston

Boston, MA

Disposition

January 10, 2025

Use of Estimates—The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Standards—In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 Income Taxes (Topics 740): Improvements to Income Tax Disclosures to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The amendments in this ASU may be applied prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or the amendments may be applied retrospectively by providing the revised disclosures for all periods presented. As of March 31, 2025, the Company has not adopted this ASU. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses that requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization and depletion) included in certain expense captions presented on the face of the statement of operations. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

3. Revenue

The following tables present our revenue disaggregated by geographical area (dollars in thousands):


	Three Months Ended March 31, 2025
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	6	$	14,585	$	4,294	$	1,171	$	—	$	20,050

Dallas / Ft. Worth, TX Area	5	15,848		4,298		1,345		—		21,491
Houston, TX Area	3	6,980		2,282		312		—		9,574
Los Angeles, CA Metro Area	4	18,381		5,239		1,348		—		24,968
Miami, FL Metro Area	2	9,257		3,500		446		—		13,203
Minneapolis - St. Paul, MN Area	2	2,401		928		127		—		3,456
Nashville, TN Area	1	13,803		8,970		1,101		—		23,874
New York / New Jersey Metro Area	4	8,427		3,543		481		—		12,451
Orlando, FL Area	2	6,952		447		528		—		7,927
Philadelphia, PA Area	1	2,175		225		243		—		2,643
San Diego, CA Area	2	5,046		342		358		—		5,746
San Francisco - Oakland, CA Metro Area	3	8,958		1,315		465		—		10,738
Tampa, FL Area	2	10,244		2,580		629		—		13,453
Washington D.C. - MD - VA Area	9	30,817		6,054		2,898		—		39,769
Other Areas	26	52,317		10,494		4,735		—		67,546

Disposed/derecognized properties	1	110		18		33		—		161
Corporate	—	—		—		—		309		309
Total	73	$	206,301	$	54,529	$	16,220	$	309	$	277,359


	Three Months Ended March 31, 2024
Primary Geographical Market	Number of Hotels	Rooms		Food and Beverage		Other Hotel		Other		Total
Atlanta, GA Area	6	$	13,317	$	4,177	$	937	$	—	$	18,431

Dallas / Ft. Worth, TX Area	5	13,299		4,748		841		—		18,888
Houston, TX Area	3	6,123		2,477		250		—		8,850
Los Angeles, CA Metro Area	4	18,941		5,049		1,133		—		25,123
Miami, FL Metro Area	2	9,217		3,063		358		—		12,638
Minneapolis - St. Paul, MN Area	2	2,549		806		134		—		3,489
Nashville, TN Area	1	13,533		8,134		1,114		—		22,781
New York / New Jersey Metro Area	4	8,183		3,517		437		—		12,137
Orlando, FL Area	2	6,944		408		610		—		7,962
Philadelphia, PA Area	1	2,273		215		245		—		2,733
San Diego, CA Area	2	5,208		318		387		—		5,913
San Francisco - Oakland, CA Metro Area	3	8,988		1,333		391		—		10,712
Tampa, FL Area	2	9,633		2,311		507		—		12,451
Washington D.C. - MD - VA Area	9	29,825		6,061		2,162		—		38,048
Other Areas	26	51,348		11,010		4,358		—		66,716

Disposed/derecognized properties	24	29,826		3,731		2,828		—		36,385
Corporate	—	—		—		—		639		639
Total	96	$	229,207	$	57,358	$	16,692	$	639	$	303,896

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

4. Investments in Hotel Properties, net

Investments in hotel properties, net consisted of the following (in thousands):


	March 31, 2025		December 31, 2024
Land	$	437,567	$	437,567
Buildings and improvements	2,686,615		2,700,234
Furniture, fixtures and equipment	176,008		171,762
Construction in progress	17,415		23,254

Hilton Marietta finance lease	17,269		17,269
Total cost	3,334,874		3,350,086
Accumulated depreciation	(1,036,328)		(1,030,879)
Investments in hotel properties, net	$	2,298,546	$	2,319,207

5. Dispositions and Impairment Charges

Dispositions

On January 10, 2025, the Company completed the sale of the 315-room Courtyard Boston Downtown located in Boston, Massachusetts, for $123.0 million, subject to customary pro rations and adjustments.

The results of operations for disposed and derecognized hotel properties are included in net income (loss) through the date of disposition. See note 2 for the fiscal year 2024 and 2025 dispositions. The following table includes condensed financial information for the three months ended March 31, 2025 and 2024 from the Company’s dispositions (in thousands):


	Three Months Ended March 31,
		2025		2024
Total hotel revenue		$	159	$	36,385
Total hotel operating expenses		(363)		(27,036)
Property taxes, insurance and other		180		(2,971)
Depreciation and amortization		—		(4,221)

Total operating expenses		(183)		(34,228)
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties		31,868		6,956
Gain (loss) on derecognition of assets		10,046		133,909
Operating income (loss)		41,890		143,022
Interest income		—		101
Interest expense and amortization of discounts and loan costs		(126)		(6,310)
Interest expense associated with hotels in receivership		(10,046)		(12,098)


Income (loss) before income taxes		31,718		124,715
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership		(507)		(1,559)
Net income (loss) attributable to the Company		$	31,211	$	123,156

Impairment Charges

For the three months ended March 31, 2025 and 2024, no impairment charges were recorded.

6. Investments in Unconsolidated Entities

As of March 31, 2025, the Company had invested $9.1 million in an entity that holds the Meritage Investment in Napa, California, and $5.5 million in OpenKey, a consolidated subsidiary of Ashford Inc. Our investments are recorded as a component of “investment in unconsolidated entities” in our consolidated balance sheets and are accounted for under the equity method of accounting as we have been deemed to have significant influence over the entities under the applicable accounting guidance.

We review our investments in unconsolidated entities for impairment each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

the investment. Any other-than-temporary impairment is recorded in equity in earnings (loss) of unconsolidated entities. In the fourth quarter of 2024, we recorded an impairment charge for our OpenKey investment of approximately $1.0 million, which reduced the carrying value to $0. No impairment charges were recorded during the three months ended March 31, 2025 and 2024.

The following table summarizes our carrying value in unconsolidated entities:


	March 31, 2025		December 31, 2024




Carrying value of the Meritage Investment (in thousands)	$	7,159	$	7,590

The following table summarizes our equity in earnings (loss) of unconsolidated entities (in thousands):


	Three Months Ended March 31,
		2025		2024
OpenKey		$	—	$	(109)

Meritage Investment		(431)		(425)
		$	(431)	$	(534)

7. Indebtedness, net

Indebtedness consisted of the following (in thousands):


							March 31, 2025		December 31, 2024
Indebtedness	Collateral		Maturity	Interest Rate			Debt Balance			Debt Balance


Mortgage loan (2)	2	hotels	February 2025		4.45	%	$	—		$	25,882
Mortgage loan (3)	1	hotel	March 2025		4.66	%	21,971			22,132
Mortgage loan (4)	17	hotels	April 2025	SOFR(1) +	3.39	%	409,750			409,750
Mortgage loan (5)	18	hotels	April 2025	SOFR(1) +	3.70	%	743,625			862,027
Mortgage loan (6)	8	hotels	April 2025	SOFR(1) +	3.28	%	325,000			325,000
Mortgage loan (2)	4	hotels	June 2025	SOFR(1) +	4.03	%	—			143,877
Mortgage loan (2)	4	hotels	June 2025	SOFR(1) +	4.29	%	—			159,424
Mortgage loan (2)	5	hotels	June 2025	SOFR(1) +	3.02	%	—			109,473
Mortgage loan (7)	1	hotel	December 2025	SOFR(1) +	4.00	%	37,000			37,000
Term loan (8)	Equity		January 2026		14.00	%	—			44,722
Mortgage loan (9)	1	hotel	February 2026	SOFR(1) +	2.85	%	12,330			12,330
Mortgage loan (10)	2	hotels	May 2026	SOFR(1) +	4.00	%	98,450			98,450
Mortgage loan (11)	1	hotel	May 2026	SOFR(1) +	3.98	%	267,200			267,200
Mortgage loan (2)	16	hotels	February 2027	SOFR(1) +	4.37	%	580,000			—
Mortgage loan (12)	1	hotel	November 2027	SOFR(1) +	4.75	%	121,500			121,500
Mortgage loan (13)	4	hotels	December 2028		8.51	%	30,200			30,200
Bridge loan (14) (15)	1	hotel	April 2025		7.75	%	20,898			20,898
Construction loan (14)	1	hotel	May 2033		11.26	%	15,754			15,785

















Total indebtedness							$	2,683,678		$	2,705,650
Premiums (discounts), net							348			331
Capitalized default interest and late charges							—			36
Deferred loan costs, net							(32,843)			(8,459)
Embedded debt derivative (8)							—			29,099
Indebtedness, net							$	2,651,183		$	2,726,657


Indebtedness, net related to assets held for sale (5)	1	hotel	April 2025	SOFR(1) +	3.70	%	—			97,368
							$	2,651,183		$	2,629,289

_____________________________

(1) SOFR rates were 4.32% and 4.33% at March 31, 2025 and December 31, 2024, respectively.

(2) On February 12, 2025, this mortgage loan was refinanced into a new $580.0 million mortgage loan. The new mortgage loan is interest only and bears interest at a rate of SOFR + 4.37%, has a two-year initial term, and has three one-year extension options, subject to the satisfaction of certain conditions.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

(3) As of March 31, 2025, this mortgage loan was in default under the terms and conditions of the mortgage loan agreement. Default interest of 5.00% was accrued in addition to the stated interest rate, in accordance with the terms of the mortgage loan agreement, and is reflected in the Company’s consolidated balance sheet and statement of operations.

(4) As of March 31, 2025, this mortgage loan was in default under the terms and conditions of the mortgage loan agreement. Default interest of 4.00% was accrued in addition to the stated interest rate, in accordance with the terms of the mortgage loan agreement, and is reflected in the Company’s consolidated balance sheet and statement of operations. On April 9, 2025, this mortgage loan was amended and was no longer in default. Terms of the amendment included extending the current maturity date from April 2025 to March 2026, and adding two one-year extension options, subject to the satisfaction of certain conditions.

(5) This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions. The fifth one-year extension period began in April 2024. In January 2025, this mortgage loan was paid down $118.4 million in conjunction with the sale of the Courtyard Boston Downtown. On April 9, 2025 and May 9, 2025, we entered into agreements providing for a 30-day forbearance period through May 9, 2025 and June 9, 2025, respectively. See note 5.

(6) This mortgage loan has six one-year extension options, subject to satisfaction of certain conditions. The sixth one-year extension period began in February 2025, subject to satisfaction of certain conditions by March 9, 2025. Effective March 9, 2025, the loan was amended to extend the satisfaction of conditions period to April 9, 2025. On April 9, 2025 and May 9, 2025, the loan was amended to further extend the satisfaction of conditions period to May 9, 2025 and June 9, 2025, respectively.

(7) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in December 2024. This mortgage loan has a SOFR floor of 0.50%.

(8) On February 12, 2025, we repaid this term loan including the $30.0 million exit fee.

(9) On February 24, 2025, we amended this mortgage loan. Terms of the amendment included extending the current maturity date to February 2026 and adding one one-year extension option, subject to satisfaction of certain conditions.

(10) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 0.50%.

(11) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions.

(12) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 2.75%.

(13) This loan is associated with Stirling OP. See discussion in notes 1 and 2.

(14) This loan is associated with 815 Commerce Managing Member, LLC. See discussion in notes 1, 2 and 8.

(15) This loan was amended in February 2025 and in April 2025. Terms of the amendment included extending the maturity date from February 2025 to April 2025, and from April 2025 to June 2025, respectively.

We recognized net premium (discount) amortization as presented in the table below (in thousands):


	Three Months Ended March 31,
Line Item	2025		2024
Interest expense and amortization of discounts and loan costs	$	(17)	$	(861)

The amortization of the net premium (discount) is computed using a method that approximates the effective interest method.

On March 1, 2024, the Company received notice that the hotel properties that secured the KEYS Pool A and KEYS Pool B loans have been transferred to a court-appointed receiver. Below is a summary of the hotel properties that secured the KEYS Pool A and Pool B loans:

KEYS A Loan Pool

Courtyard Columbus Tipton Lakes – Columbus, IN

Courtyard Old Town – Scottsdale, AZ

Residence Inn Hughes Center – Las Vegas, NV

Residence Inn Phoenix Airport – Phoenix, AZ

Residence Inn San Jose Newark – Newark, CA

SpringHill Suites Manhattan Beach – Hawthorne, CA

SpringHill Suites Plymouth Meeting – Plymouth Meeting, PA

KEYS B Loan Pool

Courtyard Basking Ridge – Basking Ridge, NJ

Courtyard Newark Silicon Valley – Newark, CA

Courtyard Oakland Airport – Oakland, CA

Courtyard Plano Legacy Park – Plano, TX

Residence Inn Plano – Plano, TX

SpringHill Suites BWI Airport – Baltimore, MD

TownePlace Suites Manhattan Beach – Hawthorne, CA

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

We derecognized the hotel properties that secured the KEYS Pool A and KEYS Pool B loans from our consolidated balance sheet in March 2024, when the receiver took control of the hotel properties, and accordingly recognized a gain of $133.9 million, which is included in “gain (loss) on derecognition of assets” in our consolidated statements of operations for the three months ended March 31, 2024. We recorded a contract asset of $378.2 million as of March 31, 2024, which represented the liabilities from which we expect to be released upon final resolution with the lenders on the KEYS Pool A and KEYS Pool B mortgage loans in exchange for the transfer of ownership of the respective hotel properties. On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. Additionally, on November 4, 2024, the receiver appointed for the KEYS Pool A and KEYS Pool B mortgage loans transferred the Courtyard Columbus Tipton Lakes to a third party purchaser.

For the three months ended March 31, 2025, we recognized an additional gain of $10.0 million, which is included in “gain (loss) on derecognition of assets” in our consolidated statement of operations that increased the contract asset by a corresponding amount. The KEYS Pool A and the KEYS Pool B mortgage loans, as well as all accrued and unpaid interest, default charges and late fees will remain liabilities until final resolution with the lenders is concluded, and thus are included in “indebtedness associated with hotels in receivership” and “accrued interest associated with hotels in receivership” on our consolidated balance sheets.

We have extension options relating to certain property-level loans that will permit us to extend the maturity date of our loans if certain conditions are satisfied at the respective extension dates, including the achievement of debt yield targets required in order to extend such loans. To the extent we decide to extend the maturity date of the debt outstanding under the loans, we may be required to prepay a significant amount of the loans in order to meet the required debt yield.

If we violate covenants in our debt agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. As of March 31, 2025, we were in compliance with all covenants related to mortgage loans, except where noted above. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP.

Interest Rate Derivatives—We use interest rate caps and floors to hedge our debt and cash flows, which are recorded at fair value. Payments from counterparties on in-the-money interest rate caps and floors are recognized as realized gains on our condensed consolidated statements of operations. See note 9.

Compound Embedded Debt Derivative—On February 12, 2025, we repaid the outstanding balance on on our corporate strategic financing with Oaktree Capital Management, L.P. (the “Oaktree Credit Agreement”), which included an exit fee of $30.0 million. Prior to the repayment date, the exit fee was considered under the applicable accounting guidance an embedded derivative liability that met the criteria for bifurcation from the debt host and was measured at estimated fair value at each reporting period. See note 9.

8. Note Receivable

The Company has a note receivable with the manager of 815 Commerce MM, who also holds a non-controlling interest in 815 Commerce MM. See discussion in note 2. The note receivable is payable within 30 days after demand. If the manager fails upon demand to repay the note receivable with interest, the Company will have the right to convert the unpaid principal plus all accrued interest thereon to an additional capital contribution, in which case the deemed additional capital contributions by the manager will be deemed to have not occurred and the percentage interests and the residual sharing percentages of the members shall be adjusted. The note receivable may be prepaid in whole or in part.

The following table summarizes the note receivable (dollars in thousands):


	Interest Rate		March 31, 2025		December 31, 2024




Note receivable (1)	18.0	%	$	10,958	$	10,565

_____________________________

(1) As of March 31, 2025, the Company’s note receivable balance consists of advances of $8.8 million and accrued interest of $2.1 million.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table summarizes the interest income associated with the note receivable (in thousands):


	Three Months Ended March 31,
Line Item		2025		2024
Interest income		$	393	$	386

We review receivables for impairment each reporting period. Under this model, the Company estimates credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument and is required to record a credit loss expense (or reversal) in each reporting period. Our assessment of impairment is based on considerable management judgment and assumptions. No impairment charges were recorded for the three months ended March 31, 2025 and 2024.

9. Fair Value Measurements

Fair Value Hierarchy—For disclosure purposes, financial instruments, whether measured at fair value on a recurring or nonrecurring basis or not measured at fair value, are classified in a hierarchy consisting of three levels based on the observability of valuation inputs in the marketplace as discussed below:

•Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally are obtained from exchange or dealer markets.

•Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

•Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.

The fair value of interest rate caps and floors are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fall below the strike rates of the floors or rise above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the caps are based on an expectation of future interest rates derived from observable market interest rate curves (SOFR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.

When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant (10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at March 31, 2025, the SOFR interest rate forward curve (Level 2 inputs) assumed a downtrend from 4.319% to 3.404% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values of derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates.

Prior to the Company’s repayment of the Oaktree term loan on February 12, 2025, we recorded an embedded debt derivative attributed to the Oaktree term loan’s compound embedded derivative liability. The compound embedded derivative liability was considered a Level 3 measurement due to the utilization of significant unobservable inputs in the valuation, which were based on ‘with and without’ valuation models.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table includes a summary of the compound embedded derivative liabilities measured at fair value using significant unobservable (Level 3) inputs (in thousands):


	Fair Value

















Balance at December 31, 2023	$	23,696
Re-measurement of fair value	(2,624)
Balance at March 31, 2024	21,072
Re-measurement of fair value	128
Balance at June 30, 2024	21,200
Re-measurement of fair value	1,200
Balance at September 30, 2024	22,400
Re-measurement of fair value	6,699
Balance at December 31, 2024	29,099
Re-measurement of fair value	901
Payment of derivative liability	(30,000)
Balance at March 31, 2025	$	—

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):


	Quoted Market Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total


March 31, 2025:
Assets
Derivative assets:
Interest rate derivatives - floors	$	—	$	618	$	—	$	618	(1)
Interest rate derivatives - caps	—		2,695		—		2,695		(1)


Total	$	—	$	3,313	$	—	$	3,313









December 31, 2024:
Assets
Derivative assets:
Interest rate derivatives - floors	$	—	$	434	$	—	$	434	(1)
Interest rate derivatives - caps	—		2,160		—		2,160		(1)





Total	$	—	$	2,594	$	—	$	2,594
Liabilities
Embedded debt derivative	$	—	$	—	$	(29,099)	$	(29,099)	(2)
Net	$	—	$	2,594	$	(29,099)	$	(26,505)

____________________________________

(1) Reported as “derivative assets” in our consolidated balance sheets.

(2) Reported in “indebtedness, net” in our consolidated balance sheets.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations

The following table summarizes the effect of fair value measured assets and liabilities on our consolidated statements of operations (in thousands):


	Gain (Loss) Recognized in Income
	Three Months Ended March 31,
	2025			2024
Assets
Derivative assets:
Interest rate derivatives - floors	$	184		$	—
Interest rate derivatives - caps	(2,023)			2,137





Total	$	(1,839)		$	2,137

Liabilities
Derivative liabilities:

Embedded debt derivative	$	(901)		$	2,624
Net	$	(2,740)		$	4,761

Total combined
Interest rate derivatives - floors	$	184		$	—
Interest rate derivatives - caps	(2,345)			(6,577)


Embedded debt derivative	(901)			2,624
Unrealized gain (loss) on derivatives	(3,062)		(1)	(3,953)		(1)
Realized gain (loss) on interest rate caps	322		(1) (2)	8,714		(1) (2)




Net	$	(2,740)		$	4,761

____________________________________

(1) Reported as “realized and unrealized gain (loss) on derivatives” in our consolidated statements of operations.

(2) Represents settled and unsettled payments from counterparties on interest rate caps.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

10. Summary of Fair Value of Financial Instruments

Determining estimated fair values of our financial instruments, such as notes receivable and indebtedness, requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands):


	March 31, 2025				December 31, 2024
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets measured at fair value:

Derivative assets	$	3,313	$	3,313	$	2,594	$	2,594

Financial liabilities measured at fair value:
Embedded debt derivative	$	—	$	—	$	29,099	$	29,099

Financial assets not measured at fair value:
Cash and cash equivalents (1)	$	85,787	$	85,787	$	112,922	$	112,922
Restricted cash (1)	139,190		139,190		107,553		107,553
Accounts receivable, net (1)	48,020		48,020		36,231		36,231
Notes receivable, net	10,958		10,958		10,565		10,565


Due from third-party hotel managers (1)	22,125		22,125		21,604		21,604

Financial liabilities not measured at fair value:
Indebtedness (1)	$	2,684,026	$2,684,697		$	2,705,981	$	2,695,013
Indebtedness associated with hotels in receivership	314,640		257,546		314,640		257,546
Accounts payable and accrued expenses (1)	129,185		129,185		138,895		138,895
Accrued interest payable (1)	17,658		17,658		10,576		10,576
Accrued interest associated with hotels in receivership	62,077		62,077		52,031		52,031
Dividends and distributions payable	4,125		4,125		3,952		3,952
Due to Ashford Inc., net (1)	17,600		17,600		25,653		25,653

Due to related parties, net (1)	4,532		4,532		2,850		2,850
Due to third-party hotel managers	1,421		1,421		1,145		1,145

____________________________________

(1) Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of December 31, 2024.

Cash, cash equivalents and restricted cash. These financial assets bear interest at market rates and have original maturities of less than 90 days. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique.

Accounts receivable, net, accounts payable and accrued expenses, accrued interest payable, accrued interest associated with hotels in receivership, dividends and distributions payable, due to/from related parties, net, due to/from Ashford Inc., net and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique.

Notes receivable, net. The carrying amount of notes receivable, net approximates its fair value. We estimate the fair value of the notes receivable, net to approximate the carrying value. This is considered a Level 2 valuation technique.

Derivative assets and embedded debt derivative. See notes 7 and 9 for a complete description of the methodology and assumptions utilized in determining fair values.

Indebtedness and indebtedness associated with hotels in receivership. Fair value of indebtedness is determined using the loan terms, collateral value and financial data such as loan-to-value ratios, debt service coverage ratios, and interest rates for comparable loans. We estimated the fair value of total indebtedness to be approximately 100.0% of the carrying value of $2.7 billion at March 31, 2025 and approximately 99.6% of the carrying value of $2.7 billion at December 31, 2024. We estimated the fair value of indebtedness associated with hotels in receivership to be approximately 81.9% of the carrying value of $314.6 million at March 31, 2025 and approximately 81.9% of the carrying value of $314.6 million at December 31, 2024. These fair value estimates are considered a Level 2 valuation technique.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

11. Income (Loss) Per Share

Basic income (loss) per common share is calculated using the two-class method by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is calculated using the two-class method, or treasury stock method if more dilutive, and reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share.

The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per-share amounts):


	Three Months Ended March 31,
		2025		2024
Income (loss) allocated to common stockholders - basic and diluted:
Income (loss) attributable to the Company		$	(19,971)	$	71,561
Less: dividends on preferred stock		(6,729)		(5,011)

Less: deemed dividends on redeemable preferred stock		(1,057)		(682)
Add: gain (loss) on extinguishment of preferred stock		—		1,573



Less: net (income) loss allocated to performance stock units		—		(347)




Distributed and undistributed income (loss) allocated to common stockholders - basic		$	(27,757)	$	67,094
Add back: dividends on preferred stock - Series J (inclusive of deemed dividends)		—		2,667
Add back: dividends on preferred stock - Series K (inclusive of deemed dividends)		—		147


Distributed and undistributed income (loss) allocated to common stockholders - basic and diluted		$	(27,757)	$	69,908








Weighted average common shares outstanding:
Weighted average shares outstanding - basic and diluted		5,651		3,846
Effect of assumed conversion of preferred stock - Series J		—		7,405
Effect of assumed conversion of preferred stock - Series K		—		422


Weighted average shares outstanding - diluted		5,651		11,673

Basic income (loss) per share:


Net income (loss) allocated to common stockholders per share		$	(4.91)	$	17.45

Diluted income (loss) per share:


Net income (loss) allocated to common stockholders per share		$	(4.91)	$	5.99

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect adjustments for the following items (in thousands):


	Three Months Ended March 31,
		2025		2024
Income (loss) allocated to common stockholders is not adjusted for:

Income (loss) allocated to unvested performance stock units		$	—	$	347
Income (loss) attributable to redeemable noncontrolling interests in operating partnership		(451)		853

Dividends on preferred stock - Series J (inclusive of deemed dividends)		4,600		—
Dividends on preferred stock - Series K (inclusive of deemed dividends)		471		—
Total		$	4,620	$	1,200

Weighted average diluted shares are not adjusted for:


Effect of assumed conversion of operating partnership units		92		50



Effect of assumed conversion of preferred stock - Series J		24,858		—
Effect of assumed conversion of preferred stock - Series K		2,247		—
Total		27,197		50

12. Redeemable Noncontrolling Interests in Operating Partnership

Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (the “common units”) and the units issued under our LTIP units that are vested. Each common unit may be redeemed for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement.

LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, generally have vesting periods of three years. Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of the operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership.

The compensation committee of the board of directors of the Company may authorize the issuance of Performance LTIP units to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of Performance LTIP units that will be settled in common units of Ashford Trust OP, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period. The criteria for the Performance LTIP units are based on performance conditions and market conditions under the relevant literature. The corresponding compensation cost is recognized, based on the applicable measurement date fair value of the award, ratably over the service period for the award as the service is rendered, which may vary from period to period, as the number of performance grants earned may vary based on the estimated probable achievement of certain performance targets (performance conditions). The number of Performance LTIP units to be earned based on the applicable performance conditions is determined upon the final vesting date. The initial calculation of the Performance LTIP units earned can range from 0% to 200% of target, which is further subjected to a specified absolute total stockholder return modifier (market condition) based on the formulas determined by the Company’s compensation committee on the grant date. This will result in an adjustment (75% to 125%) of the initial calculation of the number of performance awards earned based on the applicable performance targets resulting in a final award calculation ranging from 0% to 250% of the target amount.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

As of March 31, 2025, there were approximately 28,000 Performance LTIP units outstanding, representing 250% of the target number granted for the 2023 grant.

As of March 31, 2025, we have issued a total of approximately 113,000 LTIP and Performance LTIP units, net of Performance LTIP cancellations. All LTIP and Performance LTIP units other than approximately 61,000 Performance LTIP units and 22,000 LTIP units have reached full economic parity with, and are convertible into, common units upon vesting.

The following table presents the redeemable noncontrolling interests in Ashford Trust OP and the corresponding approximate ownership percentage:


	March 31, 2025			December 31, 2024
Redeemable noncontrolling interests in Ashford Trust OP (in thousands)	$	22,262		$	22,509
Cumulative adjustments to redeemable noncontrolling interests (1) (in thousands)	$	186,480		$	186,235
Ownership percentage of operating partnership	1.60		%	1.02		%

____________________________________

(1) Reflects the excess of the redemption value over the accumulated historical costs.

We allocated net (income) loss to the redeemable noncontrolling interests as presented in the table below (in thousands):


	Three Months Ended March 31,
		2025		2024
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership		$	451	$	(853)

13. Equity and Equity-Based Compensation

Common Stock Dividends—The board of directors did not declare a quarterly common stock dividend in 2025 or 2024.

Restricted Stock—We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuance.

Performance Stock Units—The compensation committee of the board of directors of the Company may authorize the issuance of performance stock units (“PSUs”), which have a cliff vesting period of three years, to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period. The criteria for the PSUs are based on performance conditions and market conditions under the relevant literature. The corresponding compensation cost is recognized, based on the corresponding measurement date fair value of the award, ratably over the service period for the award as the service is rendered, which may vary from period to period, as the number of PSUs earned may vary based on the estimated probable achievement of certain performance targets (performance conditions). The number of PSUs to be earned based on the applicable performance conditions is determined upon the final vesting date. The initial calculation of PSUs earned can range from 0% to 200% of target, which is further subjected to a specified absolute total stockholder return modifier (market condition) based on the formulas determined by the Company’s compensation committee on the grant date. This will result in an adjustment (75% to 125%) of the initial calculation for the number of PSUs earned based on the applicable performance targets resulting in a final award calculation ranging from 0% to 250% of the target amount.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Preferred Dividends—The board of directors declared quarterly dividends per share as presented below:


	Three Months Ended March 31,
	2025		2024

8.45% Series D Cumulative Preferred Stock	$	0.5281	$	0.5281
7.375% Series F Cumulative Preferred Stock	0.4609		0.4609
7.375% Series G Cumulative Preferred Stock	0.4609		0.4609
7.50% Series H Cumulative Preferred Stock	0.4688		0.4688
7.50% Series I Cumulative Preferred Stock	0.4688		0.4688

At-the-Market-Equity Distribution Agreement—On April 11, 2022, the Company entered into an equity distribution agreement (the “Virtu Equity Distribution Agreement”) with Virtu Americas LLC (“Virtu”), to sell from time to time shares of the Company’s common stock having an aggregate offering price of up to $100 million. We will pay Virtu a commission of approximately 1% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale.

The table below summarizes the activity (in thousands):


	Three Months Ended March 31,
	2025		2024

Common stock issued	—		142
Gross proceeds	$	—	$	2,247
Commissions and other expenses	$	—	$	22
Net proceeds	$	—	$	2,225

Stock Repurchases—On April 6, 2022, the board of directors approved a stock repurchase program, pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. The board of directors’ authorization replaced the previous repurchase authorization that the board of directors authorized in December 2017. No shares of our common stock or preferred stock were repurchased subject to the repurchase program during the three months ended March 31, 2025 and 2024, respectively.

14. Redeemable Preferred Stock

Series J Redeemable Preferred Stock

On March 31, 2025, the Company concluded its offering of the Company’s Series J Redeemable Preferred Stock (the “Series J Preferred Stock”). Prior to March 31, 2025, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series J Preferred Stock. Pursuant to such equity distribution agreements, the Company offered a maximum of 20.0 million shares of Series J Preferred Stock or Series K Preferred Stock (as defined below) in a primary offering at a price of $25.00 per share. The Company is also offering a maximum of 8.0 million shares of the Series J Preferred Stock or Series K Preferred Stock pursuant to a dividend reinvestment plan (the “DRIP”) at $25.00 per share (the “Stated Value”).

The Series J Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series K Preferred Stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

Holders of the Series J Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series J Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive and the number of directors then constituting the board shall be increased by two and the holders of such shares of Series J Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series J Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal number of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series J Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.

The redemption fee shall be an amount equal to:

•8.0% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series J Preferred Stock to be redeemed;

•5.0% of the Stated Value beginning on the second anniversary from the Original Issue Date of the shares of the Series J Preferred Stock to be redeemed; and

•0% of the Stated Value beginning on the third anniversary from the Original Issue Date of the shares of the Series J Preferred Stock to be redeemed.

The Series J Preferred Stock provides for cash dividends at an annual rate equal to 8.0% per annum of the Stated Value beginning on the date of the first settlement of the Series J Preferred Stock.

Dividends are payable on a monthly basis and payable in arrears on the 15th of each month (or, if such payment date is not a business day, the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year.

The Company has a DRIP that allows participating holders to have their Series J Preferred Stock dividend distributions automatically reinvested in additional shares of the Series J Preferred Stock at a price of $25.00 per share.

The issuance activity of the Series J Preferred Stock is summarized below (in thousands):


	Three Months Ended March 31,
		2025		2024
Series J Preferred Stock shares issued (1)		883		864
Net proceeds		$	19,877	$	19,444

________

(1)Exclusive of shares issued under the DRIP.

The Series J Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series J Preferred Stock is classified outside of permanent equity.

At the date of issuance, the carrying amount of the Series J Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.

The redemption value adjustment of Series J Preferred Stock is summarized below (in thousands):


	March 31, 2025		December 31, 2024
Series J Preferred Stock	$	177,247	$	156,671
Cumulative adjustments to Series J Preferred Stock (1)	6,975		6,038

________

(1)Reflects the excess of the redemption value over the accumulated carrying value.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table summarizes dividends declared (in thousands):


	Three Months Ended March 31,
		2025		2024
Series J Preferred Stock		$	3,662	$	2,012

The following table summarizes Series J Preferred Stock redemptions settled in common stock (in thousands):


	Three Months Ended March 31,
		2025		2024
Series J Preferred Stock shares redeemed		41		—
Redemption amount, net of redemption fees		$	970	$	—
Common shares issued upon redemption		126		—

Series K Redeemable Preferred Stock

On March 31, 2025, the Company concluded its offering of the Company’s Series K Redeemable Preferred Stock (the “Series K Preferred Stock”). Prior to March 31, 2025, the Company entered into equity distribution agreements with certain sales agents to sell from time-to-time shares of the Series K Preferred Stock. Pursuant to such equity distribution agreements, the Company offered a maximum of 20.0 million shares of Series K Preferred Stock or Series J Preferred Stock in a primary offering at a price of $25.00 per share. The Company is also offering a maximum of 8.0 million shares of the Series K Preferred Stock or Series J Preferred Stock pursuant to the DRIP at the Stated Value.

The Series K Preferred Stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

Holders of the Series K Preferred Stock shall not have any voting rights, except for if and whenever dividends on any shares of the Series K Preferred Stock shall be in arrears for 18 or more monthly periods, whether or not such quarterly periods are consecutive, and the number of directors then constituting the board shall be increased by two and the holders of such shares of Series K Preferred Stock (voting together as a single class with all other classes or series of capital stock ranking on a parity with the Series K Preferred Stock) shall be entitled to vote for the election of the additional directors of the Company who shall each be elected for one-year terms.

Each share is redeemable at any time, at the option of the holder, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends, less a redemption fee. Starting on the second anniversary, each share is redeemable at any time, at the option of the Company, at a redemption price of $25.00 per share, plus any accumulated, accrued, and unpaid dividends (with no redemption fee). The Company has the right, in its sole discretion, to redeem the shares in cash, or in an equal number of shares of common stock or any combination thereof, calculated based on the closing price per share for the single trading day prior to the date of redemption. The Series K Preferred Stock is also subject to conversion upon certain events constituting a change of control. Upon a change of control, the Company, at its option, may redeem, within 120 days, outstanding shares at a redemption price equal to the Stated Value plus an amount equal to any accrued but unpaid dividends. The Company must pay the redemption price in cash upon a change of control.

The redemption fee shall be an amount equal to:

•1.5% of the stated value of $25.00 per share (the “Stated Value”) beginning on the Original Issue Date (as defined in the Articles Supplementary) of the shares of the Series K Preferred Stock to be redeemed; and

•0% of the Stated Value beginning on the first anniversary from the Original Issue Date of the shares of the Series K Preferred Stock to be redeemed.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Holders of Series K Preferred Stock are entitled to receive cumulative cash dividends at the initial rate of 8.2% per annum of the Stated Value of $25.00 per share (equivalent to an annual dividend rate of $2.05 per share). Beginning one year from the date of original issuance of each share of Series K Preferred Stock and on each one-year anniversary thereafter for such share of Series K Preferred Stock, the dividend rate shall increase by 0.10% per annum; provided, however, that the dividend rate for any share of Series K Preferred Stock shall not exceed 8.7% per annum of the Stated Value.

Dividends are payable on a monthly basis in arrears on the 15th of each month (or, if such payment date is not a business day, on the next succeeding business day) to holders of record at the close of business on the last business day of each month immediately preceding the applicable dividend payment date. Dividends will be computed on the basis of twelve 30-day months and a 360-day year.

The Company has a DRIP that allows participating holders to have their Series K Preferred Stock dividend distributions automatically reinvested in additional shares of the Series K Preferred Stock at a price of $25.00 per share.

The issuance activity of the Series K Preferred Stock is summarized below (in thousands):


	Three Months Ended March 31,
		2025		2024
Series K Preferred Stock shares issued (1)		166		69
Net proceeds		$	4,036	$	1,676

________

(1)Exclusive of shares issued under the DRIP.

The Series K Preferred Stock does not meet the requirements for permanent equity classification prescribed by the authoritative guidance because of certain cash redemption features that are outside of the Company’s control. As such, the Series K Preferred Stock is classified outside of permanent equity.

At the date of issuance, the carrying amount of the Series K Preferred Stock was less than the redemption value. As a result of the Company’s determination that redemption is probable, the carrying value will be adjusted to the redemption amount each reporting period.

The redemption value adjustment of Series K Preferred Stock is summarized below (in thousands):


	March 31, 2025		December 31, 2024
Series K Preferred Stock	$	18,779	$	14,869
Cumulative adjustments to Series K Preferred Stock (1)	606		487

________

(1)Reflects the excess of the redemption value over the accumulated carrying value.

The following table summarizes dividends declared (in thousands):


	Three Months Ended March 31,
		2025		2024
Series K Preferred Stock		$	352	$	120

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table summarizes Series K Preferred Stock redemptions settled by the issuance of common stock (in thousands):


	Three Months Ended March 31,
		2025		2024
Series K Preferred Stock shares redeemed		9		1
Redemption amount, net of redemption fees		$	224	$	32
Common shares issued upon redemption		28		2

15. Related Party Transactions

Ashford Inc.

Advisory Agreement with Ashford Trust OP

Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor. Our chairman, Mr. Monty J. Bennett, also serves as chairman of the board of directors and chief executive officer of Ashford Inc.

Under our advisory agreement, we pay advisory fees to Ashford LLC. Advisory fees consist of base fees and incentive fees. We pay a monthly base fee in an amount equal to 1/12 of (i) 0.70% of the Total Market Capitalization (as defined in our advisory agreement) of the Company for the prior month, plus (ii) the Net Asset Fee Adjustment (as defined in our advisory agreement), if any, on the last day of the prior month during which the advisory agreement was in effect; provided, however, that in no event shall the Base Fee (as defined in our advisory agreement) for any month be less than the Minimum Base Fee as provided by the advisory agreement. The Company shall pay the Base Fee or the Minimum Base Fee (as defined in our advisory agreement) on the fifth business day of each month.

The Minimum Base Fee for Ashford Trust for each quarter beginning January 1, 2021 is equal to the greater of:

(i) ninety percent (90%) of the base fee paid for the same month in the prior fiscal year; and

(ii) 1/12th of the G&A Ratio (as defined in the advisory agreement) for the most recently completed fiscal quarter multiplied by the Company’s Total Market Capitalization.

We are also required to pay Ashford LLC an incentive fee that is measured annually (or for a stub period if the advisory agreement is terminated at other than year-end). In each year that the Company’s total shareholder return exceeds the average total shareholder return for the peer group, the Company shall pay to Ashford LLC an incentive fee. The incentive fee, if any, subject to the Fixed Coverage Charge Ratio Condition (as defined in the advisory agreement), shall be payable in arrears in three equal annual installments.

We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, risk management advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to officers and employees of Ashford LLC in connection with providing advisory services.

The following table summarizes the advisory services fees incurred (in thousands):


	Three Months Ended March 31,
		2025		2024
Advisory services fee
Base advisory fee		$	8,069	$	7,963
Reimbursable expenses (1)		3,182		6,398
Equity-based compensation (2)		(67)		536
Incentive fee		93		—
Total advisory services fee		$	11,277	$	14,897

________

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

(1)Reimbursable expenses include overhead, internal audit, risk management advisory, asset management services and deferred cash awards.

(2) Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC.

On March 12, 2024, we entered into the Third Amended and Restated Advisory Agreement with Ashford LLC (as amended, the “Advisory Agreement”). The Advisory Agreement amends and restates the terms of the Second Amended and Restated Advisory Agreement, dated January 14, 2021, to, among other items: (i) require the Company pay the advisor the Portfolio Company Fee (as defined in the Advisory Agreement) upon certain specified defaults under the Company’s loan agreements resulting in the foreclosure of the Company’s hotel properties; (ii) provide that there shall be no additional payments to the advisor from the amendments to the master hotel management agreement with Remington Hospitality and the master project management agreement with Premier until the Oaktree Credit Agreement is paid in full, and limits, for a period of two years thereafter, the incremental financial impact to no more than $2 million per year in additional payments to the advisor from such amendments; (iii) reduces the Consolidated Tangible Net Worth covenant (as defined in the Advisory Agreement) to $750 million (plus 75% of net equity proceeds received) from $1 billion (plus 75% of net equity proceeds received); (iv) revise the criteria that would constitute a Company Change of Control, (v) revise the definition of termination fee to provide for a minimum amount of such termination fee; and (vi) revise the criteria that would constitute a voting control event.

On March 10, 2025, the Company and Ashford LLC entered into Amendment No. 3 to the Advisory Agreement (the “Third Amendment”). The Third Amendment further extends the updates made by Amendments No. 1 and No. 2 to the Advisory Agreement to the outside date for which any sale or disposition of any of the Company’s Highland loan portfolio and JPM8 hotel properties securing the associated mortgage loans following certain defaults (as described in the Advisory Agreement), including a maturity default, would be excluded from the numerator of the calculation of the percentage of gross book value of the Company’s assets sold or disposed (but, for the avoidance of doubt, included in the denominator of such calculation) for purposes of determining whether a Company Change of Control (as defined in the Advisory Agreement) has occurred, from November 30, 2025 to March 31, 2026.

On March 10, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “2025 Limited Waiver”). Pursuant to the Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during the first and second fiscal quarters of calendar year 2025, cash incentive compensation to employees and other representatives of the Advisor.

Advisory Agreement with Stirling OP

Stirling REIT Advisors, LLC (“Stirling Advisor”), a subsidiary of Ashford Inc., acts as Stirling OP’s advisor. Stirling Advisor is paid an annual management fee (payable monthly in arrears) of 1.25% of aggregate NAV represented by the Class T, Class S, Class D and Class I shares of Stirling Inc. Additionally, to the extent Stirling OP issues Class T, Class S, Class D or Class I operating partnership units to parties other than Stirling Inc., Stirling OP will pay Stirling Advisor a management fee equal to 1.25% of the aggregate NAV of Stirling OP attributable to such Class T, Class S, Class D and Class I operating partnership units not held by Stirling Inc. per annum payable monthly in arrears. No management fee will be paid with respect to Class E shares of Stirling Inc. or Class E units of Stirling OP. The management fee is allocated on a class-specific basis and borne by all holders of the applicable class. The management fee will be paid, at Stirling Advisor’s election, in cash, Class E shares of Stirling Inc. or Class E units of Stirling OP. If Stirling Advisor elects to receive any portion of its management fee in Class E shares or Class E units of Stirling OP, Stirling Inc. may be obligated to repurchase such Class E shares of Stirling Inc. or Class E units of Stirling OP from Stirling Advisor at a later date. Such repurchases will be outside Stirling Inc.’s share repurchase plan and thus will not be subject to the repurchase limits of the share repurchase plan or any early repurchase deduction.

Stirling OP does not intend to pay Stirling Advisor any acquisition or other similar fees in connection with making investments. Stirling OP will, however, reimburse Stirling Advisor for out-of-pocket expenses in connection with the selection and acquisition of properties and real estate related debt, whether or not such investments are acquired, and make payments to third parties in connection with making investments. In addition to organization and offering expense and acquisition expense reimbursements, Stirling OP will reimburse Stirling Advisor for out-of-pocket costs and expenses it incurs in connection with the services it provides to Stirling Inc., including, but not limited to: (i) the actual cost of goods and services used by Stirling OP and obtained from third parties, including fees paid to administrators, consultants, attorneys, technology providers and other service providers, and brokerage fees paid in connection with the purchase and sale of investments; (ii) expenses of managing and operating Stirling OP’s properties, whether payable to an affiliate or a non-affiliated person; and (iii) expenses related to

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

personnel of Stirling Advisor performing services for Stirling OP other than those who provide investment advisory services or serve as executive officers of Stirling Inc.

The following table summarizes the advisory services fees incurred (in thousands):


	Three Months Ended March 31,
		2025		2024
Advisory services fee
Base advisory fee		$	126	$	257
Reimbursable expenses (1)		26		47

Performance participation fee		116		—
Total advisory services fee		$	268	$	304

________

(1)Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services.

Ashford Inc. and Stirling OP Advisor Support

Stirling Advisor will advance on Stirling OP’s behalf certain general and administrative expenses through December 31, 2025, at which point Stirling OP will reimburse Stirling Advisor for all such advanced expenses ratably over the 120 months following such date.

Through December 31, 2025, Stirling Advisor has agreed to advance all expenses on Stirling OP’s behalf in connection with its formation and the raising of equity capital, including (without limitation) the following: legal, accounting, investment banking and other advisory fees; regulatory and other filing fees; expenses of qualification of the sale of shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees; printing, engraving and mailing costs; expenses of the marketing and distribution of the shares, reasonable bona fide due diligence expenses of a dealer manager and selected dealers supported by detailed and itemized invoices, costs in connection with sales and marketing materials, design and website expenses, salaries of employees while engaged in sales activity, fees and expenses of a dealer manager’s attorneys, costs related to investor and broker-dealer sales meetings, including fees to attend retail seminars sponsored by a dealer manager or selected dealers and reimbursements to a dealer manager and selected dealers for customary travel, lodging and meals; charges of administrators, transfer agents, registrars, trustees, escrow holders, depositories and experts; but excluding upfront selling commissions, dealer manager fees and distribution fees. Stirling OP will reimburse Stirling Advisor for all such advanced expenses ratably over the 120 months commencing January 1, 2026.

Warwick

Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage which includes worker’s compensation, general liability and auto liability coverages. The hotel management companies procure worker’s compensation insurance, the expenses of which are passed through to the Company. Under the advisory agreement and hotel management agreements, Ashford Inc. secures general liability and auto liability policies to cover Ashford Trust, Braemar, Stirling OP, their hotel managers, as needed, and Ashford Inc. The total cost estimates covered by such policies are based on the collective pool of risk exposures from each party. Ashford Inc. delegates the management of the casualty insurance program to Warwick Insurance Company, LLC (“Warwick”), a subsidiary of Ashford Inc. which issues policies covering general liability, workers’ compensation and auto liability losses. Each year Ashford Inc. collects funds from Ashford Trust, Braemar, Stirling OP and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis.

Cash Management

The Company, Ashford Inc. and Braemar Hotels & Resorts Inc. (“Braemar”) are subject to an agreement pursuant to which the Advisor is to implement the REITs cash management strategies. This includes actively managing the REITs excess cash by primarily investing in short-term U.S. Treasury securities. The annual fee is 20 basis points (“bps”) of the average daily balance of the funds managed by the advisor and is payable monthly in arrears.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Lismore

We engage Lismore or its subsidiaries to provide debt placement services, assist with loan modifications or refinancings on our behalf and provide brokerage services. During the three months ended March 31, 2025 and 2024, we incurred fees of $1.8 million and $242,000, respectively.

Ashford Securities

The Company, Braemar and Ashford Inc. are party to the Fourth Amended and Restated Contribution Agreement with respect to funding certain expenses of Ashford Securities LLC, a subsidiary of Ashford Inc. (“Ashford Securities”). As of March 31, 2025, Ashford Trust has funded approximately $14.8 million and has a pre-funded balance of $445,000 that is included in “other assets” on the consolidated balance sheet. As of December 31, 2024, Ashford Trust had funded approximately $13.2 million and had a $503,000 payable that is included in “due to Ashford Inc., net” on our consolidated balance sheet.

The table below summarizes the amount Ashford Trust has expensed related to reimbursed operating expenses of Ashford Securities (in thousands):


	Three Months Ended March 31,
Line Item		2025		2024
Corporate, general and administrative		$	1,580	$	4,890

Design and Construction Services - Ashford Trust

Premier Project Management LLC (“Premier”), as a subsidiary of Ashford Inc., provides design and construction services to our hotels, including construction management, interior design, architectural services, and the purchasing, freight management, and supervision of installation of FF&E and related services. Pursuant to the design and construction services agreement, we pay Premier: (a) design and construction fees of up to 4% of project costs; and (b) market service fees at current market rates with respect to construction management, interior design, architecture, FF&E purchasing, FF&E expediting/freight management, FF&E warehousing and FF&E installation and supervision.

On March 12, 2024, Ashford Trust OP entered into an Amended and Restated Master Project Management Agreement with Premier (the “A&R PMA”). The provisions of the A&R PMA are substantially the same as the Master Project Management Agreement, dated as of August 8, 2018. The A&R PMA provides for an initial term of ten years as to each hotel governed by the A&R PMA. The term may be renewed by Premier, at its option, for three successive periods of seven years each, and, thereafter, a final term of four years; provided that at the time the option to renew is exercised, Premier is not then in default under the A&R PMA. The A&R PMA also: (i) provides that fees will be payable monthly as the service is delivered based on percentage completion; (ii) allows a project management fee to be paid on a development, together with (and not in lieu of) the development fee; and (iii) fixes the fees for FF&E purchasing, expediting, freight management and warehousing at 8%.

Design and Construction Services - Stirling OP

The Master Project Management Agreement provides that Premier shall be paid a project management fee equal to 4% of the total project costs associated with the implementation of the capital improvement budget (both hard and soft) until such time that the capital improvement budget and/or renovation project involves the expenditure of an amount in excess of 5% of the gross revenues of the applicable hotel, whereupon the design project management fee shall be reduced to 3% of the total project costs in excess of the 5% of gross revenue threshold.

The Master Project Management Agreement provides that Premier shall provide the following services and shall be paid the following fees: (i) architecture (6.5% of total construction costs, plus reimbursement for all third-party, out-of-pocket costs and expenses of mechanical, electrical and structural engineering services utilized in providing architectural services for project management work); (ii) construction management for projects without a general contractor (10% of total construction costs); (iii) interior design (6% of the purchase price of FFE designed or selected by Premier); (iv) FFE purchasing (8% of the purchase price of the FFE purchased by Premier; provided that if the purchase price exceeds $2.0 million for a single hotel in a calendar year, then the procurement fee is reduced to 6% of the FFE purchase price in excess of $2.0 million for such hotel in such calendar year); (v) freight expediting (8% of the cost of expediting FFE); (vi) warehousing (8% of the cost of warehousing goods delivered to the job site); and (vii) development (4% of total project costs).

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Hotel Management Services

As of March 31, 2025, Remington Hospitality managed 50 of our 68 hotel properties and three of the four Stirling OP hotel properties.

We pay monthly hotel management fees equal to the greater of approximately $17,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria were met, and other general and administrative expense reimbursements primarily related to accounting services. Our hotel management agreement also requires that we fund property-level operating costs including the hotel manager's payroll and related costs.

On March 12, 2024, Ashford TRS Corporation entered into a Second Consolidated, Amended and Restated Hotel Master Management Agreement with Remington Hospitality (the “Second A&R HMA”). The provisions of the Second A&R HMA are substantially the same as in the Consolidated, Amended and Restated Hotel Master Management Agreement, dated as of August 8, 2018. The Second A&R HMA provides for an initial term of ten years as to each hotel governed by the Second A&R HMA. The term may be renewed by Remington Hospitality, at its option, for three successive periods of seven years each, and, thereafter, a final term of four years; provided that at the time the option to renew is exercised, Remington Hospitality is not then in default under the Second A&R HMA. The Second A&R HMA also provides that Remington Hospitality may charge market premiums for its self-insured health plans to its hotel employees, the cost of which is an operating expense of the hotel properties.

On September 11, 2024, Ashford TRS Corporation entered into the First Amendment (the “HMA Amendment”) to the Second A&R HMA with Remington Hospitality. Pursuant to the HMA Amendment, the amount of Group Services (as defined in the Second A&R HMA) charged per room per month at each hotel is capped at $38.32 (subject to annual increases beginning in 2026 equal to the greater of 3% or the percentage change in the Consumer Price Index over the preceding annual period) (the “Cap”). Any unpaid balance will be paid by Ashford TRS, and the Cap will be disregarded when calculating the Incentive Fee (as defined in the Second A&R HMA) for 2024. The Cap will not apply to hotels for whom the New Lessee (as defined in the Second A&R HMA) is not a direct or indirect wholly-owned subsidiary of Ashford TRS.

16. Commitments and Contingencies

Restricted Cash—Under certain management and debt agreements for our hotel properties existing as of March 31, 2025, escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow generally 4% to 5% of gross revenues for capital improvements. From time to time, the Company may work with its property managers and lenders in order to utilize lender and manager held reserves to fund operating shortfalls.

Franchise Fees—Under franchise agreements for our hotel properties existing as of March 31, 2025, we pay franchisor royalty fees between 3% and 6% of gross rooms revenue and, in some cases, 1% to 3% of food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 0% and 4% of gross rooms revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2025 and 2049. When a franchise term expires, the franchisor has no obligation to renew the franchise. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property.

The table below summarizes the franchise fees incurred (in thousands):


	Three Months Ended March 31,
Line Item		2025		2024
Other hotel expenses		$	13,114	$	13,892

Management Fees—Under hotel management agreements for our hotel properties existing as of March 31, 2025, we pay monthly hotel management fees equal to the greater of approximately $17,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 2% to 7% of gross revenues, as well as annual incentive management fees, if applicable. These hotel management agreements expire from 2026 through 2038, with renewal options. If we terminate a hotel management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement. Our

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

hotel management agreements also require that we fund property-level operating costs, including the hotel manager's payroll and related costs.

Income Taxes—We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2020 through 2024 remain subject to potential examination by certain federal and state taxing authorities.

Litigation—On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects nine hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class; however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt-out period has been extended until such time that discovery has concluded. In May 2023, the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed, or the class de-certified. After submission of the briefs, the court requested that the parties submit stipulations for the court to rule upon. On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks. A tentative settlement has been reached subject to the respective parties obtaining various approvals. As of March 31, 2025, the estimated settlement liability amount has been accrued.

On August 4, 2020, a lawsuit, Benjamin Zermeno v. Beverly Hills Marriott, was filed in Alameda County Superior Court as a PAGA representative action alleging various wage and hour violations of all Remington managed California properties. The plaintiff’s individual claims were compelled to arbitration. On August 18, 2022, another lawsuit, Cristina Catalano v. Beverly Hills Marriott and Mr. C, was filed as a PAGA representative action alleging various wage and hour violations of all Remington managed California properties. The co-defendant separately settled and the individual arbitration has also settled. A private mediation was held on December 27, 2024 to globally resolve the three outstanding matters. A tentative settlement was reached subject to the parties finalizing the agreement and court approval. As of March 31, 2025, the estimated settlement liability amount has been accrued.

We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters and matters relating to compliance with applicable law (for example, the Americans with Disabilities Act and similar state laws). The likelihood of loss from these legal proceedings is based on the definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations, or cash flow.

During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain personal information. We have completed an investigation and have identified certain information that may have been exposed and notified potentially impacted individuals pursuant to applicable state guidelines. All systems have been restored. In February of 2024, two class action lawsuits were filed, one in the U.S. District Court for the Northern District of Texas and a second in the 68th District Court for Dallas County related to the cyber incident. The lawsuit filed in the 68th District Court was subsequently dismissed and refiled in the U.S. District Court for the Northern District of Texas. On March 12, 2024, the court ordered the two cases be consolidated. The consolidated case is currently pending in the U.S. District Court for the Northern District of Texas. The parties have reached an agreement, subject to final Court approval, to resolve the class action suit. The amount of the class settlement is approximately $485,000. The hearing for final Court approval of the settlement is scheduled for August 27, 2025.

Our assessment may change depending upon the development of any current or future legal proceedings, and the final results of such legal proceedings cannot be predicted with certainty. If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods.

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

17. Segment Reporting

We operate in one reportable business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refer to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments: (i) offer similar products and services to their customers in the form of hotel rooms, food and beverage, and ancillary services; (ii) utilize third-party hotel management companies to deliver its products and services to its customers; (iii) are designed and operated to appeal to similar individuals, groups, leisure and business customers; and (iv) third-party hotel managers utilize the same methods (direct hotel sales and various online booking portals) to distribute the Company’s products and services. As of March 31, 2025 and March 31, 2024, all of our hotel properties were in the U.S. and its territories. The Company’s chief operating decision maker (“CODM”) is its President and Chief Executive Officer.

Each hotel property derives revenue primarily from guestroom sales, food and beverage sales and revenues from other lodging services and amenities. The accounting policies of each operating segment are the same as those described in the summary of significant accounting policies in note 2.

The CODM reviews and makes decisions on all aspects of the Company’s business using all available financial and non-financial data for each hotel individually. Capital allocation decisions to acquire, sell, enhance, redevelop, or perform renewal and replacement expenditures are determined on a hotel-by-hotel basis. Specifically, the CODM reviews the results of each hotel to assess the hotel’s profitability. The key measure the CODM uses to allocate resources and assess performance is individual hotel net income (loss) before interest expense, income taxes, depreciation and amortization, adjusted to exclude certain items determined by management to not be reflective of its ongoing operating performance or incurred in the normal course of business (Hotel Adjusted EBITDA). The CODM does not regularly review the results of Stirling OP. The adjustments include gains and losses on hotel dispositions, impairment charges, pre-opening costs associated with extensive renovation projects, property-level legal settlements, restructuring, severance, management transition costs and other expenses identified by management to be non-recurring. The CODM does not regularly review asset information by segment.

The following tables include revenues, significant hotel operating expenses, and Hotel Adjusted EBITDA for the Company’s hotels, reconciled to the consolidated amounts included in the Company’s consolidated statements of operations (in thousands):


	Three Months Ended March 31,
		2025		2024
REVENUE
Rooms		$	202,251	$	225,650
Food and beverage		54,529		57,358
Other hotel revenue		16,153		16,627
Total hotel revenue		272,933		299,635


EXPENSES
Rooms		46,858		53,740
Food and beverage		35,726		37,831
Direct expenses		2,175		2,309
Indirect expenses:
Property, general and administration		24,398		32,461
Sales and marketing		28,410		31,505
Information and telecommunications systems		4,583		4,320
Repairs and maintenance		13,175		14,380
Energy		9,939		11,283
Lease expense		1,264		1,102
Ownership expenses		555		590
Incentive management fee		3,660		4,757
Management fees		9,390		10,908

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


	Three Months Ended March 31,
		2025		2024
Property taxes		9,927		10,297
Other taxes		116		224
Insurance		5,422		6,444
Total expenses		195,598		222,151
Hotel adjusted EBITDA		$	77,335	$	77,484




Reconciliation of hotel operating income (loss) to net income (loss)









	Three Months Ended March 31,
		2025		2024
Hotel adjusted EBITDA		$	77,335	$	77,484
Other revenue		309		639
Stirling OP hotel profit (loss)		1,129		800
Ownership expenses included in other hotel expenses		(5,347)		(2,651)
Ownership expenses included in property taxes, insurance and other		(320)		(228)
Management fees		(270)		(461)
Depreciation and amortization		(37,339)		(40,544)

Advisory services fee		(11,545)		(15,201)

Corporate, general, and administrative		(4,332)		(8,210)
Gain (loss) on disposition of assets and hotel properties		31,868		6,956
Gain (loss) on derecognition of assets		10,046		133,909
Equity in earnings (loss) of unconsolidated entities		(431)		(534)
Interest income		1,214		1,984
Other income (expense), net		—		36
Interest expense and amortization of discounts and loan costs		(66,802)		(73,961)
Interest expense associated with hotels in receivership		(10,046)		(12,098)
Write-off of premiums, loan costs and exit fees		(4,597)		(18)
Gain (loss) on extinguishment of debt		(13)		45
Realized and unrealized gain (loss) on derivatives		(2,740)		4,761
Income tax (expense) benefit		(317)		(303)
Net income (loss)		$	(22,198)	$	72,405

The following table reconciles segment total revenue to total consolidated revenue:


	Three Months Ended March 31,
		2025		2024
Segment total hotel revenue		$	272,933	$	299,635
Stirling OP total hotel revenue		4,117		3,622
Consolidated total hotel revenue		277,050		303,257
Other revenue		309		639
Total consolidated revenue		$	277,359	$	303,896

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

18. Subsequent Events

On April 14, 2025, the Company successfully extended its Morgan Stanley Pool mortgage loan secured by 17 hotels. The loan had an original final maturity date in November of 2024. The extension provides for an initial maturity in March of 2026 and two, one-year extension options, subject to the satisfaction of certain conditions, with a final maturity date in March of 2028. The loan has a current balance of $409.8 million and continues to bear interest at a floating rate of SOFR + 3.39%.

On May 8, 2025, the Company received $35.0 million in return for an equity investment in a hotel property. The holder is entitled to a preferred return of 14.0% per annum. The investment is mandatorily redeemable on May 10, 2029.

On May 12, 2025, the Company and Ashford LLC entered into Amendment No. 4 to the Advisory Agreement (the “Fourth Amendment”). The Fourth Amendment further extends the updates made by the Third Amendment to the outside date for which any sale or disposition of any of the Company’s Highland loan portfolio and JPM8 hotel properties securing the associated mortgage loans following certain defaults (as described in the Advisory Agreement) would be excluded from the numerator of the calculation of the percentage of gross book value of the Company’s assets sold or disposed (but, for the avoidance of doubt, included in the denominator of such calculation) for purposes of determining whether a Company Change of Control (as defined in the Advisory Agreement) has occurred, from March 31, 2026 to May 31, 2026.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The following discussion should be read in conjunction with the unaudited financial statements and notes thereto appearing elsewhere herein. This report contains forward-looking statements within the meaning of the federal securities laws. Ashford Hospitality Trust, Inc. (the “Company,” “we,” “our” or “us”) cautions investors that any forward-looking statements presented herein, or which management may express orally or in writing from time to time, are based on management’s beliefs and assumptions at that time.

Throughout this Form 10-Q, we make forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature:

•our business and investment strategy;

•anticipated or expected purchases, sales or dispositions of assets;

•our projected operating results;

•completion of any pending transactions;

•our ability to restructure existing property-level indebtedness;

•our ability to secure additional financing to enable us to operate our business;

•our understanding of our competition;

•projected capital expenditures; and

•the impact of technology on our operations and business.

Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. Additionally, the following factors could cause actual results to vary from our forward-looking statements:

•factors discussed in our Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on March 21, 2025, including those set forth under the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and “Properties,” as supplemented by our subsequent Quarterly Reports on Form 10-Q and other filings under the Exchange Act;

•changes in interest rates and inflation;

•macroeconomic conditions, such as a prolonged period of weak economic growth and volatility in capital markets;

•uncertainty in the banking sector and market volatility;

•catastrophic events or geopolitical conditions, such as the conflict between Russia and Ukraine, the Israel-Hamas war and changes to tariffs or trade policies;

•extreme weather conditions, which may cause property damage or interrupt business;

•actions by the lenders to foreclose on our assets which are pledged as collateral;

•general volatility of the capital markets and the market price of our common and preferred stock;

•general and economic business conditions affecting the lodging and travel industry;

•changes in our business or investment strategy;

•availability, terms and deployment of capital;

•our ability to raise capital on terms favorable to us and in a timely manner;

•unanticipated increases in financing and other costs;

•changes in our industry and the market in which we operate and local economic conditions;

•the degree and nature of our competition;

•actual and potential conflicts of interest with Ashford Hospitality Advisors LLC (“Ashford LLC”), Remington Lodging & Hospitality, LLC (“Remington Hospitality”), Premier Project Management LLC (“Premier”), Braemar Hotels & Resorts Inc. (“Braemar”), Stirling Hotels & Resorts, Inc. (“Stirling Inc.”), our executive officers and our non-independent directors;

•changes in personnel of Ashford LLC or the lack of availability of qualified personnel;

•changes in governmental regulations, accounting rules, tax rates and similar matters;

•legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Code”), and related rules, regulations and interpretations governing the taxation of real estate investment trusts (“REITs”);

•limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes; and

•future sales and issuances of our common stock or other securities which might result in dilution and could cause the price of our common stock to decline or cause our common stock to be delisted from the NYSE.

When considering forward-looking statements, you should keep in mind the matters summarized under “Item 1A. Risk Factors” in Part I of our 2024 Form 10-K filed on March 21, 2025, and this Quarterly Report, and the discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, could cause our actual results and performance to differ significantly from those contained in our forward-looking statements. Accordingly, we cannot guarantee future results or performance. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Quarterly Report. Furthermore, we do not intend to update any of our forward-looking statements after the date of this Quarterly Report to conform these statements to actual results and performance, except as may be required by applicable law.

EXECUTIVE OVERVIEW

General

As of March 31, 2025, our portfolio consisted of 67 consolidated operating hotel properties, which represent 16,736 total rooms. One consolidated operating hotel property, which represents 188 total rooms is owned through a 29.3% investment in a consolidated entity. Additionally, our portfolio consists of four consolidated operating hotel properties, which represent 405 total rooms owned through a 98.7% ownership interest in Stirling OP, which was formed by Stirling Inc. to acquire and own a diverse portfolio of stabilized income-producing hotels and resorts. Currently, all of our hotel properties are located in the United States.

Based on our primary business objectives and forecasted operating conditions, our current key priorities and financial strategies include, among other things:

•preserving capital and maintaining significant cash and cash equivalents liquidity;

•disposition of non-core hotel properties;

•acquisition of hotel properties, in whole or in part, that we expect will be accretive to our portfolio;

•pursuing capital market activities and implementing strategies to enhance long-term stockholder value;

•accessing cost effective capital, including through the issuance of non-traded preferred securities;

•opportunistically exchanging preferred stock into common stock;

•implementing selective capital improvements designed to increase profitability and maintain the quality of our assets;

•implementing effective asset management strategies to minimize operating costs and increase revenues;

•financing or refinancing hotels on competitive terms;

•modifying or extending property-level indebtedness;

•utilizing hedges, derivatives and other strategies to mitigate risks;

•pursuing opportunistic value-add additions to our hotel portfolio; and

•making other investments or divestitures that our board of directors deems appropriate.

Our current investment strategy is to focus on owning predominantly full-service hotels in the upper upscale segment in domestic markets that have RevPAR generally less than twice the national average. We believe that as supply, demand, and capital market cycles change, we will be able to shift our investment strategy to take advantage of new lodging-related investment opportunities as they may develop. Our board of directors may change our investment strategy at any time without stockholder approval or notice. We will continue to seek ways to benefit from the cyclical nature of the hotel industry.

We are advised by Ashford LLC, a subsidiary of Ashford Inc., through an advisory agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.

We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. As of March 31, 2025, Remington Hospitality, a subsidiary of Ashford Inc., managed 50 of our 68 hotel properties. Third-party management companies managed the remaining hotel properties.

Mr. Monty J. Bennett, chairman and chief executive officer of Ashford Inc. and, together with his father Mr. Archie Bennett, Jr. (the “Bennetts”), as of March 31, 2025, hold a controlling interest in Ashford Inc. The Bennetts owned approximately 809,937 shares of Ashford Inc. common stock, which represented an approximate 49.3% ownership interest in Ashford Inc., and owned 18,758,600 shares of Ashford Inc. Series D Convertible Preferred Stock, which, along with all unpaid accrued and accumulated dividends thereon, was convertible (at a conversion price of $117.50 per share) into an additional approximate 4,402,390 shares of Ashford Inc. common stock, which if converted as of March 31, 2025, would have increased the Bennetts’ ownership interest in Ashford Inc. to 86.2%. The 18,758,600 shares of Series D Convertible Preferred Stock owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. include 360,000 shares owned by trusts. Additionally, Mr. Monty J. Bennett acquired voting rights over approximately 590,000 common shares, effective March 25, 2025.

Pursuant to the Contribution Agreement with Ashford Securities, we, our Advisor and other entities advised by our Advisor contribute capital to Ashford Securities to fund a portion of its operations. Ashford Securities currently distributes our Series J Preferred Stock and Series K Preferred Stock, Stirling Inc. private offering of its common stock and interests in private funds sponsored by our Advisor. As of March 31, 2025 we owned 98.7% of the equity interests in Stirling REIT OP, LP, Stirling Inc.’s operating partnership. Through our contributions to Ashford Securities we may pay or be deemed to have paid sales-based compensation to Ashford Securities personnel of up to 1.25% of the gross amount of Stirling Inc. common stock sold by them.

For additional detail regarding the relationships among the Company, Ashford Securities, the Company's Advisor and its affiliates, and other entities advised by the Advisor, please see the section titled "Certain Relationships and Related Person Transactions" in the Company's 2024 Annual Proxy Statement and any current or annual report, prospectus supplement, or proxy statement filed by the Company with the SEC at www.sec.gov.

Recent Developments

On January 10, 2025, the Company completed the sale of the 315-room Courtyard Boston Downtown located in Boston, Massachusetts for $123.0 million, subject to customary pro rations and adjustments.

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 of the Company as unclassified and undesignated shares of preferred stock. After giving effect to the foregoing, the Company has the authority to issue 450,000,000 shares of capital stock, 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.

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 Redeemable Preferred Stock and 4,800,000 shares of the Series M Redeemable Preferred Stock.

On January 22, 2025, the Company executed Amendment No. 13 to Seventh Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement Amendment”) of Ashford Trust OP in connection with the Company’s public offering of its Series L Redeemable Preferred Stock and Series M Redeemable Preferred Stock. The Partnership Agreement Amendment designated and authorized the issuance to Ashford OP Limited Partner LLC by Ashford Trust OP of 11,200,000 Series L Redeemable Preferred Units and 4,800,000 Series M Redeemable Preferred Units of the Ashford Trust OP, having substantially

the same designations, preferences and other rights as the economic rights of the Series L Redeemable Preferred Stock and the Series M Redeemable Preferred Stock, respectively.

On February 12, 2025, the Company closed on a $580 million refinancing secured by 16 hotels. The financing includes the hotels that were previously part of the Company’s KEYS Pool C Loan, KEYS Pool D Loan, KEYS Pool E Loan, and the BAML Pool 3 Loan, together with the Westin Princeton. The previous loans had a combined outstanding loan balance of approximately $438.7 million. The new financing is non-recourse, has a two-year term with three one-year extension options, subject to the satisfaction of certain conditions, and bears interest at a floating interest rate of SOFR + 4.37%. The Company used approximately $72 million of the excess proceeds to completely pay off the remaining balance on the Oaktree Credit Agreement, including the $30.0 million exit fee.

On February 24, 2025, the Company amended its mortgage loan secured by the 141-room Hotel Indigo Atlanta Midtown in Atlanta, Georgia. Terms of the amendment included extending the current maturity date to February 2026 and adding one one-year extension option, subject to satisfaction of certain conditions.

On March 6, 2025, the $22.1 million non-recourse mortgage loan secured by the Hilton Scotts Valley reached final maturity and was not repaid resulting in default. The Company is in active discussions with the lender regarding a multi-year extension of the mortgage loan.

On March 10, 2025, the Company and Ashford LLC entered into the Third Amendment. The Third Amendment further extends the updates made by Amendments No. 1 and No. 2 to the Advisory Agreement to the outside date for which any sale or disposition of any of the Company’s Highland loan portfolio and JPM8 hotel properties securing the associated mortgage loans following certain defaults (as described in the Advisory Agreement), including a maturity default, would be excluded from the numerator of the calculation of the percentage of gross book value of the Company’s assets sold or disposed (but, for the avoidance of doubt, included in the denominator of such calculation) for purposes of determining whether a Company Change of Control (as defined in the Advisory Agreement) has occurred, from November 30, 2025 to March 31, 2026.

On March 10, 2025, we entered into a Limited Waiver Under Advisory Agreement with Ashford Inc. and Ashford LLC (the “2025 Advisory Agreement Limited Waiver”). Pursuant to the 2025 Advisory Agreement Limited Waiver, the Company, the Operating Partnership, TRS and the Advisor waive the operation of any provision in our advisory agreement that would otherwise limit the ability of the Company in its discretion, at the Company’s cost and expense, to award during calendar year 2025, cash incentive compensation to employees and other representatives of the Advisor.

On May 12, 2025, the Company and Ashford LLC entered into the Fourth Amendment. The Fourth Amendment further extends the updates made by the Third Amendment to the outside date for which any sale or disposition of any of the Company’s Highland loan portfolio and JPM8 hotel properties securing the associated mortgage loans following certain defaults (as described in the Advisory Agreement) would be excluded from the numerator of the calculation of the percentage of gross book value of the Company’s assets sold or disposed (but, for the avoidance of doubt, included in the denominator of such calculation) for purposes of determining whether a Company Change of Control (as defined in the Advisory Agreement) has occurred, from March 31, 2026 to May 31, 2026.

RESULTS OF OPERATIONS

Key Indicators of Operating Performance

We use a variety of operating and other information to evaluate the operating performance of our business. These key indicators include financial information that is prepared in accordance with GAAP as well as other financial measures that are non-GAAP measures. In addition, we use other information that may not be financial in nature, including statistical information and comparative data. We use this information to measure the operating performance of our individual hotels, groups of hotels and/or business as a whole. We also use these metrics to evaluate the hotels in our portfolio and potential acquisitions to

determine each hotel’s contribution to cash flow and its potential to provide attractive long-term total returns. These key indicators include:

•Occupancy—Occupancy means the total number of hotel rooms sold in a given period divided by the total number of rooms available. Occupancy measures the utilization of our hotels’ available capacity. We use occupancy to measure demand at a specific hotel or group of hotels in a given period.

•ADR—ADR means average daily rate and is calculated by dividing total hotel rooms revenues by total number of rooms sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. We use ADR to assess the pricing levels that we are able to generate.

•RevPAR—RevPAR means revenue per available room and is calculated by multiplying ADR by the average daily occupancy. RevPAR is one of the commonly used measures within the hotel industry to evaluate hotel operations. RevPAR does not include revenues from food and beverage sales or parking, telephone or other non-rooms revenues generated by the property. Although RevPAR does not include these ancillary revenues, it is generally considered the leading indicator of core revenues for many hotels. We also use RevPAR to compare the results of our hotels between periods and to analyze results of our comparable hotels (comparable hotels represent hotels we have owned for the entire period). RevPAR improvements attributable to increases in occupancy are generally accompanied by increases in most categories of variable operating costs. RevPAR improvements attributable to increases in ADR are generally accompanied by increases in limited categories of operating costs, such as management fees and franchise fees.

RevPAR changes that are primarily driven by changes in occupancy have different implications for overall revenues and profitability than changes that are driven primarily by changes in ADR. For example, an increase in occupancy at a hotel would lead to additional variable operating costs (including housekeeping services, utilities and room supplies) and could also result in increased other operating department revenue and expense. Changes in ADR typically have a greater impact on operating margins and profitability as they do not have a substantial effect on variable operating costs.

Occupancy, ADR and RevPAR are commonly used measures within the lodging industry to evaluate operating performance. RevPAR is an important statistic for monitoring operating performance at the individual hotel level and across our entire business. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a regional and company-wide basis. ADR and RevPAR include only rooms revenue. Rooms revenue is dictated by demand (as measured by occupancy), pricing (as measured by ADR) and our available supply of hotel rooms.

We also use funds from operations (“FFO”), Adjusted FFO, earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”) and Adjusted EBITDAre as measures of the operating performance of our business. See “Non-GAAP Financial Measures.”

The following table summarizes the changes in key line items from our consolidated statements of operations for the three months ended March 31, 2025 and 2024 (in thousands):


	Three Months Ended March 31,			Favorable (Unfavorable) Change
		2025		2024		2025 to 2024
Total revenue		$	277,359	$	303,896	$	(26,537)
Total hotel expenses		(188,474)		(210,887)		22,413
Property taxes, insurance and other		(16,049)		(17,364)		1,315
Depreciation and amortization		(37,339)		(40,544)		3,205



Advisory service fee		(11,545)		(15,201)		3,656
Corporate, general and administrative		(4,332)		(8,272)		3,940
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties		31,868		6,956		24,912
Gain (loss) on derecognition of assets		10,046		133,909		(123,863)
Operating income (loss)		61,534		152,493		(90,959)
Equity in earnings (loss) of unconsolidated entities		(431)		(534)		103
Interest income		1,214		1,984		(770)
Other income (expense)		—		36		(36)
Interest expense and amortization of discounts and loan costs		(66,802)		(73,961)		7,159
Interest expense associated with hotels in receivership		(10,046)		(12,098)		2,052
Write-off of premiums, loan costs and exit fees		(4,597)		(18)		(4,579)
Gain (loss) on extinguishment of debt		(13)		45		(58)

Realized and unrealized gain (loss) on derivatives		(2,740)		4,761		(7,501)
Income tax benefit (expense)		(317)		(303)		(14)



Net income (loss)		(22,198)		72,405		(94,603)
(Income) loss from consolidated entities attributable to noncontrolling interests		1,776		9		1,767
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership		451		(853)		1,304
Net income (loss) attributable to the Company		$	(19,971)	$	71,561	$	(91,532)

All hotel properties held during the three months ended March 31, 2025 and 2024 have been included in our results of operations during the respective periods in which they were held. Based on when a hotel property was acquired or disposed, operating results for certain hotel properties are not comparable for the three months ended March 31, 2025 and 2024. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following transactions affect the reporting comparability of our consolidated financial statements:

Hotel Properties

Location

Type

Date

Courtyard Columbus Tipton Lakes (2)

Columbus, IN

Derecognized

March 1, 2024

Courtyard Old Town (2)

Scottsdale, AZ

Derecognized

March 1, 2024

Residence Inn Hughes Center (2)

Las Vegas, NV

Derecognized

March 1, 2024

Residence Inn Phoenix Airport (2)

Phoenix, AZ

Derecognized

March 1, 2024

Residence Inn San Jose Newark (2)

Newark, CA

Derecognized

March 1, 2024

SpringHill Suites Manhattan Beach (2)

Hawthorne, CA

Derecognized

March 1, 2024

SpringHill Suites Plymouth Meeting (2)

Plymouth Meeting, PA

Derecognized

March 1, 2024

Courtyard Basking Ridge (2)

Basking Ridge, NJ

Derecognized

March 1, 2024

Courtyard Newark Silicon Valley (2)

Newark, CA

Derecognized

March 1, 2024

Courtyard Oakland Airport (2)

Oakland, CA

Derecognized

March 1, 2024

Courtyard Plano Legacy Park (2)

Plano, TX

Derecognized

March 1, 2024

Residence Inn Plano (2)

Plano, TX

Derecognized

March 1, 2024

SpringHill Suites BWI Airport (2)

Baltimore, MD

Derecognized

March 1, 2024

TownePlace Suites Manhattan Beach (2)

Hawthorne, CA

Derecognized

March 1, 2024

Residence Inn Salt Lake City (1)

Salt Lake City, UT

Disposition

March 6, 2024

Hilton Boston Back Bay (1)

Boston, MA

Disposition

April 9, 2024

Hampton Inn Lawrenceville (1)

Lawrenceville, GA

Disposition

April 23, 2024

Courtyard Manchester (1)

Manchester, CT

Disposition

May 30, 2024

SpringHill Suites Kennesaw (1)

Kennesaw, GA

Disposition

June 10, 2024

Fairfield Inn Kennesaw (1)

Kennesaw, GA

Disposition

June 10, 2024

One Ocean (1)

Atlantic Beach, FL

Disposition

June 27, 2024

The Ashton (1)

Fort Worth, TX

Disposition

July 17, 2024

Le Meridien Fort Worth

Fort Worth, TX

Developed

August 29, 2024

Courtyard Boston (1)

Boston, MA

Disposition

January 10, 2025

____________________________________

(1) Referred to as “Hotel Dispositions”

(2) Referred to as “KEYS A and B properties”

The following table illustrates the key performance indicators of the operating hotel properties included in our results of operations:


	Three Months Ended March 31,
		2025			2024
RevPAR (revenue per available room)		$	132.04		$	125.30
Occupancy		67.98		%	66.90		%
ADR (average daily rate)		$	194.24		$	187.30

The following table illustrates the key performance indicators of the 67 comparable hotel properties and four consolidated Stirling OP properties that were included in our results of operations for the full three months ended March 31, 2025 and 2024, respectively:


	Three Months Ended March 31,
		2025			2024
RevPAR		$	132.81		$	128.60
Occupancy		67.84		%	67.25		%
ADR		$	195.75		$	191.24

Comparison of the Three Months Ended March 31, 2025 and 2024

Net Income (Loss) Attributable to the Company. Net loss attributable to the Company changed $91.5 million from income of $71.6 million for the three months ended March 31, 2024 (the “2024 quarter”) to a loss of $20.0 million for the three months ended March 31, 2025 (the “2025 quarter”) as a result of the factors discussed below.

Revenue. Rooms revenue from our hotel properties decreased $22.9 million, or 10.0%, to $206.3 million in the 2025 quarter compared to the 2024 quarter. This decrease in the 2025 quarter is primarily attributable to decreases in rooms revenue of $16.0 million from our Hotel Dispositions and $13.7 million from the KEYS A and B properties that went into receivership in the 2024 quarter. These decreases were partially offset by $2.1 million in rooms revenue from the Le Meridien that opened in August 2024 (the “Le Meridien Opening”) and higher rooms revenue of $4.2 million and $495,000 at our comparable hotel properties and the Stirling properties, respectively, in the 2025 quarter. Our comparable hotel properties experienced an increase of 2.4% in room rates and a decrease of 59 basis points in occupancy.

Food and beverage revenue decreased $2.8 million, or 4.9%, to $54.5 million in the 2025 quarter compared to the 2024 quarter. This decrease in the 2025 quarter is primarily attributable to decreases in food and beverage revenue of $3.3 million from our Hotel Dispositions and $404,000 from the KEYS A and B properties. These decreases were partially offset by higher sales of food and beverage of $483,000 at our comparable hotel properties and $401,000 from the Le Meridien Opening.

Other hotel revenue, which consists mainly of internet access, parking, and spa revenue, decreased $472,000, or 2.8%, to $16.2 million in the 2025 quarter compared to the 2024 quarter. This decrease in the 2025 quarter is primarily attributable to decreases in other hotel revenue of $2.3 million from our Hotel Dispositions and $488,000 from the KEYS A and B properties. These decreases were partially offset by higher other hotel revenue of $2.1 million from our comparable hotel properties and $143,000 from the Le Meridien Opening. Other revenue decreased $330,000, or 51.6%, to $309,000 in the 2025 quarter compared to the 2024 quarter.

Hotel Operating Expenses. Hotel operating expenses decreased $22.4 million, or 10.6%, to $188.5 million in the 2025 quarter compared to the 2024 quarter. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. Direct expenses decreased $9.4 million in the 2025 quarter compared to the 2024 quarter, comprised of a decrease of $7.6 million from our Hotel Dispositions and $3.9 million from the KEYS A and B properties. The decrease in direct expenses was partially offset by an increase in the 2025 quarter of $1.2 million from our comparable hotel properties and $990,000 from the Le Meridien Opening. Direct expenses were 30.9% of total hotel revenue for the 2025 quarter and 31.4% for the 2024 quarter.

Indirect expenses and management fees decreased $13.0 million in the 2025 quarter compared to the 2024 quarter, comprised of a decrease of $9.8 million from our Hotel Dispositions and $6.3 million from the KEYS A and B properties. These decreases in the 2025 quarter were partially offset by an increase of $1.8 million and $150,000 in the 2025 quarter from our comparable hotel properties and the Stirling hotel properties, respectively, and $1.1 million from the Le Meridien Opening.

Property Taxes, Insurance and Other. Property taxes, insurance and other expense decreased $1.3 million or 7.6%, to $16.0 million in the 2025 quarter compared to the 2024 quarter. The decrease in the 2025 quarter was primarily due to a decrease of $2.1 million from our Hotel Dispositions and $1.0 million from the KEYS A and B properties. The decrease in the 2025 quarter was partially offset by an increase of $1.5 million from our comparable hotel properties and $307,000 from the Le Meridien Opening.

Depreciation and Amortization. Depreciation and amortization decreased $3.2 million or 7.9%, to $37.3 million in the 2025 quarter compared to the 2024 quarter. The decrease in the 2025 quarter was primarily due to lower depreciation of $2.4

million from our Hotel Dispositions and $1.8 million from the KEYS A and B properties. The decrease in the 2025 quarter was partially offset by $1.1 million from the Le Meridien Opening.

Advisory Services Fee. Advisory services fee decreased $3.7 million, or 24.1%, to $11.5 million in the 2025 quarter compared to the 2024 quarter. The advisory services fee represents fees incurred in connection with the advisory agreements between Ashford Inc. and the Company and between Ashford Inc. and Stirling OP. In the 2025 quarter, the advisory services fee was primarily comprised of a base advisory fee of $8.1 million, reimbursable expenses of $3.2 million, an incentive advisory fee of $93,000 and fees totaling $268,000 associated with Stirling OP’s advisory agreement. In the 2024 quarter, the advisory services fee was comprised of a base advisory fee of $8.0 million, equity-based compensation of $536,000 awarded to the officers and employees of Ashford Inc., reimbursable expenses of $6.4 million and fees totaling $304,000 associated with Stirling OP’s advisory agreement.

Corporate, General and Administrative. Corporate, general and administrative expense decreased $3.9 million, or 47.6%, to $4.3 million in the 2025 quarter compared to the 2024 quarter. The decrease was primarily attributable to lower reimbursed operating expenses of Ashford Securities of $3.3 million and lower miscellaneous expenses of $697,000.

Gain (Loss) on Consolidation of VIE and Disposition of Assets and Hotel Properties. Gain on consolidation of VIE and disposition of assets and hotel properties increased $24.9 million, from $7.0 million in the 2024 quarter to $31.9 million in the 2025 quarter. The gain in the 2025 quarter was primarily related to the sale of the Boston Courtyard Downtown in January 2025. The gain in the 2024 quarter was primarily related to the sale of the Residence Inn in Salt Lake City, Utah.

Gain (Loss) on Derecognition of Assets. Gain on derecognition of assets decreased $123.9 million, from $133.9 million in the 2024 quarter to $10.0 million in the 2025 quarter as no new hotels were placed into receivership in the 2025 quarter. The remaining gain relates to interest on the KEYS A and B properties. In the 2024 quarter, the gain included the initial gain of $133.9 million related to the derecognition of assets related to the KEYS A and B properties.

Equity in Earnings (Loss) of Unconsolidated Entities. Equity in loss of unconsolidated entities was $431,000 in the 2025 quarter and $534,000 in the 2024 quarter. Equity in loss primarily results from our investment in an entity that owns the Meritage Resort and Spa and the Grand Reserve at the Meritage in Napa, California.

Interest Income. Interest income was $1.2 million and $2.0 million in the 2025 quarter and the 2024 quarter, respectively. The decrease in interest income in the 2025 quarter was primarily attributable to lower excess cash balances in the 2025 quarter compared to the 2024 quarter.

Other Income (Expense). In the 2025 quarter and the 2024 quarter we recorded miscellaneous income of $0 and $36,000, respectively.

Interest Expense and Amortization of Discounts and Loan Costs. Interest expense and amortization of discounts and loan costs decreased $7.2 million, or 9.7%, to $66.8 million in the 2025 quarter compared to the 2024 quarter. The decrease was primarily due to lower cash interest expense and amortization of loan costs of $8.7 million on the Oaktree loan as a result of the pay off of the Oaktree loan in February 2025. Other decreases in the 2025 quarter were from a $6.2 million decrease from our Hotel Dispositions and a $322,000 decrease in interest expense at our comparable hotels, primarily due to lower interest rates on our variable rate debt. These decreases were partially offset by higher default interest and late charges recorded on mortgage loans in default of $6.7 million and $1.3 million from the Le Meridien. The average SOFR rates in the 2025 quarter and the 2024 quarter were 4.36% and 5.33%, respectively.

Interest Expense Associated with Hotels in Receivership. Interest expense associated with hotels in receivership decreased $2.1 million, from $12.1 million in the 2024 quarter to $10.0 million in the 2025 quarter. The decrease is due to three fewer hotels being under receivership in the 2025 quarter compared to the 2024 quarter. On July 2, 2024, the Courtyard Plano Legacy Park and the Residence Inn Plano were foreclosed on at a public auction. Additionally, on November 4, 2024, the receiver appointed for the KEYS Pool A and KEYS Pool B mortgage loans transferred the Courtyard Columbus Tipton Lakes to a third party purchaser. As a result, the contract asset and corresponding indebtedness associated with hotels in receivership and the accrued interest associated with hotels in receivership were reduced for the amounts attributable to each hotel. See note 7 to our consolidated financial statements.

Write-off of Premiums, Loan Costs and Exit Fees. Write-off of premiums, loan costs and exit fees increased to $4.6 million in the 2025 quarter compared to the 2024 quarter. In the 2025 quarter, we incurred fees of approximately $1.8 million related to loan refinances and modifications, $2.2 million related to prepayment penalties and exit fees on loan refinances, wrote-off $378,000 of unamortized loan costs and incurred $193,000 non-reimbursed legal fees relating to the repaying the Oaktree loan. In the 2024 quarter, we incurred fees of $18,000 related to loan refinances and modifications.

Gain (Loss) on Extinguishment of Debt. Gain (loss) on extinguishment of debt resulted in a gain of $13,000 in the 2025 quarter and loss of $45,000 in the 2024 quarter.

Realized and Unrealized Gain (Loss) on Derivatives. Realized and unrealized gain (loss) on derivatives changed $7.5 million from a $4.8 million gain in the 2024 quarter to a $2.7 million loss in the 2025 quarter. In the 2025 quarter, we recorded unrealized and realized losses of $2.3 million and $369,000, respectively, associated with interest rate caps and we recorded an unrealized loss of $901,000 from the revaluation of the embedded debt derivative in the Oaktree Agreement. These losses were partially offset by a realized gain of $692,000 related to payments from counterparties on interest rate caps and an unrealized gain of $184,000 associated with interest rate floors.

In the 2024 quarter, we recognized an unrealized gain of $2.6 million from the revaluation of the embedded debt derivative in the Oaktree Agreement and a realized gain of $8.7 million related to payments from counterparties on interest rate caps. These gains were partially offset by an unrealized loss of $6.6 million associated with interest rate caps.

Income Tax (Expense) Benefit. Income tax expense increased $14,000, from $303,000 in the 2024 quarter to $317,000 in the 2025 quarter.

(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. Our noncontrolling interest partners in consolidated entities were allocated a loss of $1.8 million and $9,000 in the 2025 quarter and the 2024 quarter, respectively. At March 31, 2025, noncontrolling interests in consolidated entities represented an ownership interest of 70.7% in 815 Commerce MM and 1.30% in Stirling OP. See note 2 to our consolidated financial statements.

Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in operating partnership were allocated a net loss of $451,000 in the 2025 quarter and net income of $853,000 in the 2024 quarter. Redeemable noncontrolling interests represented ownership interests of 1.60% and 1.25% in the operating partnership as of March 31, 2025 and 2024, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of March 31, 2025, the Company held cash and cash equivalents of $85.8 million and restricted cash of $139.2 million, the vast majority of which is comprised of lender and manager-held reserves. As of March 31, 2025, $22.1 million was also due to the Company from third-party hotel managers, most of which is held by one of the Company’s managers and is available to fund hotel operating costs. At March 31, 2025, our net debt to gross assets was 70.9%.

The Company’s cash and cash equivalents are primarily comprised of corporate cash invested in short-term U.S. Treasury securities with maturity dates of less than 90 days and corporate cash held at commercial banks in Insured Cash Sweep (“ICS”) accounts, which are fully insured by the FDIC. The Company’s cash and cash equivalents also includes property-level operating cash deposited with commercial banks that have been designated as a Global Systemically Important Bank (“G-SIB”) by the Financial Stability Board (“FSB”) and a small amount deposited with other commercial banks.

Based on our current level of operations, our cash flow from operations, capital market activities, asset sales and our existing cash balances should be adequate to meet upcoming anticipated requirements for interest and principal payments on debt (excluding any potential final maturity payments and paydowns for extension tests), working capital, and capital expenditures for the next 12 months and dividends required to maintain our status as a REIT for U.S. federal income tax purposes. With respect to upcoming maturities, no assurances can be given that we will be able to refinance our upcoming maturities. Additionally, no assurances can be given that we will obtain additional financings or, if we do, what the amount and terms will be. Our failure to obtain future financing under favorable terms could adversely impact our ability to execute our business strategy or may result in lender foreclosure.

Our cash position from operations is affected primarily by macro industry movements in occupancy and rates as well as our ability to control costs. Further, interest rates can greatly affect the cost of our debt service as well as the value of any financial hedges we may put in place. We monitor industry fundamentals and interest rates very closely. Capital expenditures above our reserves will affect cash flow as well and are impacted by inflation.

Certain of our loan agreements contain cash trap provisions that may be triggered if the performance of our hotels declines below a threshold. When these provisions are triggered, substantially all of the profit generated by our hotels is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders. During a cash trap, certain disbursements from these hotel operating cash receipts would require consent of our lenders. At March 31, 2025, 29 of our hotels were in cash traps and approximately $2.6 million of our restricted cash was subject to these cash traps.

Our loans currently in cash traps may remain subject to cash trap provisions for a substantial period of time, which could limit our flexibility and adversely affect our financial condition or our qualification as a REIT.

If we violate covenants in our debt agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP.

Mortgage and mezzanine loans are nonrecourse to the borrowers, except for customary exceptions or carve-outs that trigger recourse liability to the borrowers in certain limited instances. Recourse obligations typically include only the payment of costs and liabilities suffered by lenders as a result of the occurrence of certain bad acts on the part of the borrower. However, in certain cases, carve-outs could trigger recourse obligations on the part of the borrower with respect to repayment of all or a portion of the outstanding principal amount of the loans. We have entered into customary guaranty agreements pursuant to which we guaranty payment of any recourse liabilities of the borrowers that result from non-recourse carve-outs (which include, but are not limited to, fraud, misrepresentation, willful conduct resulting in waste, misappropriations of rents following an event of default, voluntary bankruptcy filings, unpermitted transfers of collateral and certain environmental liabilities). In the opinion of management, none of these guaranty agreements, either individually or in the aggregate, are likely to have a material adverse effect on our business, results of operations, or financial condition.

We have entered into certain customary guaranty agreements pursuant to which we guaranty payment of any recourse liabilities of our subsidiaries or joint ventures that may result from non-recourse carve-outs, which include, but are not limited to, fraud, misrepresentation, willful misconduct resulting in waste, misappropriations of rents following an event of default, voluntary bankruptcy filings, unpermitted transfers of collateral, delinquency of trade payables and certain environmental liabilities. Certain of these guarantees represent a guaranty of material amounts, and if we are required to make payments under those guarantees, our liquidity could be adversely affected.

We are committed to an investment strategy where we will pursue hotel-related investments as suitable situations arise. Funds for future hotel-related investments are expected to be derived, in whole or in part, from cash on hand, future borrowings under a credit facility or other loans, or proceeds from additional issuances of common stock, preferred stock (including net proceeds from the sale of any shares of Series J Preferred Stock or Series K Preferred Stock), or other securities, asset sales, and joint ventures. However, we have no formal commitment or understanding to invest in additional assets, and there can be no assurance that we will successfully make additional investments. We may, when conditions are suitable, consider additional capital raising opportunities.

Our existing hotel properties are mostly located in developed areas with competing hotel properties. Future occupancy, ADR, and RevPAR of any individual hotel could be materially and adversely affected by an increase in the number or quality of competitive hotel properties, home sharing companies or apartment operators offering short-term rentals in its market area. Competition could also affect the quality and quantity of future investment opportunities.

Debt Transactions

The Company continues to work with the lender of the KEYS A and KEYS B loan pools on a consensual transfer of ownership of those hotels to the lender, and the Company anticipates that transfer could occur in 2025. The original lenders previously transferred the loans to a securitization trust. On March 1, 2024, the Company received notice that the hotel properties that secured the KEYS Pool A and KEYS Pool B loans have been transferred to a court-appointed receiver. Below is a summary of the hotel properties that secured the KEYS Pool A and Pool B loans:

KEYS A Loan Pool

Courtyard Columbus Tipton Lakes – Columbus, IN

Courtyard Old Town – Scottsdale, AZ

Residence Inn Hughes Center – Las Vegas, NV

Residence Inn Phoenix Airport – Phoenix, AZ

Residence Inn San Jose Newark – Newark, CA

SpringHill Suites Manhattan Beach – Hawthorne, CA

SpringHill Suites Plymouth Meeting – Plymouth Meeting, PA

KEYS B Loan Pool

Courtyard Basking Ridge – Basking Ridge, NJ

Courtyard Newark Silicon Valley – Newark, CA

Courtyard Oakland Airport – Oakland, CA

Courtyard Plano Legacy Park – Plano, TX

Residence Inn Plano – Plano, TX

SpringHill Suites BWI Airport – Baltimore, MD

TownePlace Suites Manhattan Beach – Hawthorne, CA

On March 6, 2025, the $22.1 million non-recourse mortgage loan secured by the Hilton Scotts Valley reached final maturity and was not repaid resulting in a default under the terms and conditions of the mortgage loan agreement. The Company is in active discussions with the lender regarding a multi-year extension of the mortgage loan.

Equity Transactions

The board of directors has approved a stock repurchase program (the “Repurchase Program”) to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. No shares have been repurchased under the Repurchase Program. The ability to make repurchases under the Repurchase Program is subject to the same financial factors that must be taken into account in declaring a dividend as discussed herein under “Distribution Policy.”

The Company has a distribution agreement with Virtu (the “Virtu Equity Distribution Agreement”), to sell from time to time shares of the Company’s common stock having an aggregate offering price of up to $100 million. We will pay Virtu a commission of approximately 1% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. As of May 12, 2025, the Company has issued approximately 813,000 shares of common stock for gross proceeds of approximately $10.9 million under the Virtu Equity Distribution Agreement.

On April 29, 2025, the Company filed a shelf registration statement on Form S-3 with the SEC relating to common stock, preferred stock, depositary shares, debt securities, warrants, rights and units that we may sell from time to time in one or more offerings up to a total dollar amount of $500,000,000 on terms to be determined at the time of sale. The registration statement was declared effective on May 8, 2025. As of May 12, 2025, the Company has not issued any securities from this registration statement.

On December 13, 2024, the Company filed an initial registration statement on Form S-11 with the SEC, as amended on January 23, 2025, related to the Company’s non-traded Series L Redeemable Preferred Stock and Series M Redeemable Preferred Stock. The registration statement was declared effective by the SEC on February 7, 2025, and contemplates the offering of up to (i) 8.4 million shares of Series L Redeemable Preferred Stock and 3.6 million shares of Series M Redeemable Preferred Stock in a primary offering and (ii) 2.8 million shares of Series L Redeemable Preferred Stock and 1.2 million shares of Series M Redeemable Preferred Stock pursuant to a dividend reinvestment plan. On February 7, 2025, we filed our prospectus for the offering with the SEC. Ashford Securities, a subsidiary of Ashford Inc., serves as the dealer manager for the offering. As of May 12, 2025, the Company has issued approximately 50,000 shares (exclusive of the dividend reinvestment plan shares) of Series L Preferred Stock and received net proceeds of approximately $1.0 million and approximately 44,000 shares (exclusive of the dividend reinvestment plan shares) of Series M Preferred Stock and received net proceeds of approximately $1.0 million.

On March 4, 2022, the Company filed an initial registration statement on Form S-3 with the SEC, as amended on April 29, 2022, related to the Company’s non-traded Series J Preferred Stock and Series K Preferred Stock. The registration statement was declared effective by the SEC on May 4, 2022, and contemplates the offering of up to (i) 20.0 million shares of Series J Preferred Stock or Series K Preferred Stock in a primary offering and (ii) 8.0 million shares of Series J Preferred Stock or Series K Preferred Stock pursuant to a dividend reinvestment plan. On May 5, 2022, we filed our prospectus for the offering with the SEC. On March 31, 2025, the Company concluded it’s offering of its Series J Preferred Stock and Series K Preferred Stock. Ashford Securities, a subsidiary of Ashford Inc., served as the dealer manager for the offering. As of May 12, 2025, the Company has issued approximately 7.7 million shares (exclusive of the dividend reinvestment plan shares) of Series J Preferred Stock and received net proceeds of approximately $172.6 million and approximately 799,000 shares (exclusive of the dividend reinvestment plan shares) of Series K Preferred Stock and received net proceeds of approximately $19.4 million.

Sources and Uses of Cash

Our principal sources of funds to meet our cash requirements include cash on hand, cash flow from operations, capital market activities, property refinancing proceeds and asset sales. Additionally, our principal uses of funds are expected to include possible operating shortfalls, owner-funded capital expenditures, dividends, new investments, and debt interest and principal payments. Items that impacted our cash flow and liquidity during the periods indicated are summarized as follows:

Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows used in operating activities were $25.0 million and $46.5 million for the three months ended March 31, 2025 and 2024, respectively. Cash flows used in operations were impacted by changes in hotel operations, our hotel dispositions and derecognized assets, as well as the timing of collecting receivables from hotel guests, paying vendors and settling with derivative counterparties, related parties and hotel managers.

Net Cash Flows Provided by (Used in) Investing Activities. For the three months ended March 31, 2025, net cash flows provided by investing activities were $99.5 million. Cash inflows consisted of $119.2 million of net proceeds from the disposition of the Courtyard Boston and $213,000 from property insurance proceeds. Cash inflows were partially offset by cash outflows of $19.9 million for capital improvements made to various hotel properties.

For the three months ended March 31, 2024, net cash flows used in investing activities were $16.8 million. Cash outflows consisted of $33.9 million for capital improvements made to various hotel properties and $1.9 million from the issuance of a note receivable. Cash outflows were partially offset by cash inflows of $18.9 million of net proceeds from the disposition of assets and hotel properties and $154,000 from property insurance proceeds.

Net Cash Flows Provided by (Used in) Financing Activities. For the three months ended March 31, 2025, net cash flows used in financing activities were $70.0 million. Cash outflows primarily consisted of $523.5 million for repayments of indebtedness, $33.6 million for payments of loan costs and exit fees, $4.3 million of payments for derivatives and $5.6 million of payments for preferred dividends. Cash outflows were partially offset by cash inflows from $471.6 million of borrowing on indebtedness, $23.7 million of net proceeds from preferred stock offerings and proceeds of $1.9 million from counterparties from in-the-money interest rate caps.

For the three months ended March 31, 2024, net cash flows provided by financing activities were $133,000. Cash inflows primarily consisted of $20.9 million of net proceeds from preferred stock offerings, $2.0 million of net proceeds from common stock offerings, $9.1 million from counterparties from in-the-money interest rate caps and $2.0 million of contributions from noncontrolling interest in consolidating entities. Cash inflows were offset by cash outflows of $22.1 million for repayments of indebtedness, $1.9 million for payments of loan costs and exit fees, $4.6 million of payments for preferred dividends and $5.3 million of payments for derivatives.

Dividend Policy. Distributions are authorized by our board of directors and declared by us based upon a variety of factors deemed relevant by our directors. The board of directors will continue to review our distribution policy on at least a quarterly basis. Our ability to pay distributions to our preferred or common stockholders will depend, in part, upon our receipt of distributions from our operating partnership. This, in turn, may depend upon receipt of lease payments with respect to our properties from indirect subsidiaries of our operating partnership, the management of our properties by our hotel managers and general business conditions. Distributions to our stockholders are generally taxable to our stockholders as ordinary income. However, since a portion of our investments are equity ownership interests in hotels, which result in depreciation and non-cash charges against our income, a portion of our distributions may constitute a non-taxable return of capital, to the extent of a stockholder’s tax basis in the stock. To the extent that it is consistent with maintaining our REIT status, we may maintain accumulated earnings of Ashford TRS in that entity.

On December 10, 2024, our board of directors reviewed and approved our 2025 dividend policy. We do not anticipate paying any dividends on our outstanding common stock for any quarter during 2025 and expect to pay dividends on our outstanding preferred stock during 2025. Our board of directors will continue to review our dividend policy and make future announcements with respect thereto. We may incur indebtedness to meet distribution requirements imposed on REITs under the Code to the extent that working capital and cash flow from our investments are insufficient to fund required distributions. We may pay dividends in excess of our cash flow.

SEASONALITY

Our properties’ operations historically have been seasonal as certain properties maintain higher occupancy rates during the summer months, while certain other properties maintain higher occupancy rates during the winter months. This seasonality pattern can cause fluctuations in our quarterly lease revenue under our percentage leases. Quarterly revenue also may be adversely affected by renovations and repositionings, our managers’ effectiveness in generating business and by events beyond our control, such as pandemics, extreme weather conditions, natural disasters, terrorist attacks or alerts, civil unrest, government shutdowns, airline strikes or reduced airline capacity, economic factors and other considerations affecting travel. To the extent that cash flows from operations are insufficient during any quarter to enable us to make quarterly distributions to maintain our REIT status due to temporary or seasonal fluctuations in lease revenue, we expect to utilize cash on hand, borrowings and common stock to fund required distributions. However, we cannot make any assurances that we will make distributions in the future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and

expenses during the reporting period. Actual results could differ from those estimates. Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the most difficult judgments are described in our 2024 Form 10-K. There have been no material changes in these critical accounting policies.

NON-GAAP FINANCIAL MEASURES

The following non-GAAP presentations of EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO are presented to help our investors evaluate our operating performance.

EBITDA is defined as net income (loss) before interest expense and amortization of discounts and loan costs, net, income taxes, depreciation and amortization, as adjusted to reflect only the Company’s portion of EBITDA of unconsolidated entities. In addition, we exclude impairment on real estate, gain/loss on consolidation of VIE and disposition of assets and hotel properties, gain/loss on derecognition of assets and gain/loss of unconsolidated entities to calculate EBITDAre, as defined by NAREIT.

We then further adjust EBITDAre to exclude certain additional items such as write-off of premiums, loan costs and exit fees, other income/expense, net, transaction and conversion costs, stock/unit-based compensation and non-cash items, such as amortization of unfavorable contract liabilities, realized and unrealized gains/losses on derivative instruments, gains/losses on extinguishment of debt, severance, as well as our portion of adjustments to EBITDAre of unconsolidated entities.

We present EBITDA, EBITDAre and Adjusted EBITDAre because we believe they are useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results. Our management team also uses EBITDA as one measure in determining the value of acquisitions and dispositions. EBITDA, EBITDAre and Adjusted EBITDAre as calculated by us may not be comparable to EBITDA, EBITDAre and Adjusted EBITDAre reported by other companies that do not define EBITDA, EBITDAre and Adjusted EBITDAre exactly as we define the terms. EBITDA, EBITDAre and Adjusted EBITDAre do not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to operating income (loss) or net income (loss) determined in accordance with GAAP as an indicator of performance or as an alternative to cash flows from operating activities as determined by GAAP as an indicator of liquidity.

The following table reconciles net income (loss) to EBITDA, EBITDAre and Adjusted EBITDAre (in thousands):


	Three Months Ended March 31,
		2025		2024
Net income (loss)		$	(22,198)	$	72,405
Interest expense and amortization of discounts and loan costs		66,802		73,961
Interest expense associated with hotels in receivership		10,046		12,098
Depreciation and amortization		37,339		40,544
Income tax expense (benefit)		317		303
Equity in (earnings) loss of unconsolidated entities		431		534
Company’s portion of EBITDA of unconsolidated entities		120		(166)
EBITDA		92,857		199,679

Gain (loss) on consolidation of VIE and disposition of assets and hotel properties		(31,868)		(6,956)
Gain (loss) on derecognition of assets		(10,046)		(133,909)
EBITDAre		50,943		58,814
Amortization of unfavorable contract liabilities		(31)		(31)
Transaction and conversion costs		1,928		4,956
Write-off of premiums, loan costs and exit fees		4,597		18
Realized and unrealized (gain) loss on derivatives		2,740		(4,761)
Stock/unit-based compensation		(54)		564
Legal, advisory and settlement costs		797		—
Other (income) expense, net		—		(35)
Advisory services incentive fee		93		—
Stirling performance participation fee		116		—


(Gain) loss on extinguishment of debt		13		(45)
Severance		521		—



Adjusted EBITDAre		$	61,663	$	59,480

We calculate FFO and Adjusted FFO in the following table. FFO is calculated on the basis defined by NAREIT, which is net income (loss) attributable to common stockholders, computed in accordance with GAAP, excluding gains or losses on consolidation of VIE and disposition of assets and hotel properties, plus depreciation and amortization of real estate assets, impairment charges on real estate assets, and after adjustments for unconsolidated entities and noncontrolling interests in the operating partnership. Adjustments for unconsolidated entities are calculated to reflect FFO on the same basis. NAREIT developed FFO as a relative measure of performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the basis determined by GAAP. Our calculation of Adjusted FFO excludes write-off of premiums, loan costs and exit fees, other income/expense, net, transaction and conversion costs, legal, advisory and settlement costs, stock/unit-based compensation, gains/losses on insurance settlements and non-cash items such as deemed dividends on redeemable preferred stock, amortization of loan costs, amortization of credit facility exit fees, default interest and late fees, unrealized gains/losses on derivative instruments, gains/losses on extinguishment of debt and preferred stock, severance, and interest expense associated with hotels in receivership and our portion of adjustments to FFO related to unconsolidated entities. We exclude items from Adjusted FFO that are either non-cash or are not part of our core operations in order to provide a period-over-period comparison of our operating results. We present FFO and Adjusted FFO because we consider FFO and Adjusted FFO important supplemental measures of our operational performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO and Adjusted FFO when reporting their results. FFO and Adjusted FFO are intended to exclude GAAP historical cost depreciation and amortization, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO and Adjusted FFO exclude depreciation and amortization related to real estate assets, gains and losses from real property dispositions and impairment losses on real estate assets, FFO and Adjusted FFO provide performance measures that, when compared year over year, reflect the effect to operations from trends in occupancy, guestroom rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. We consider FFO and Adjusted FFO to be appropriate measures of our ongoing normalized operating performance as a REIT. We compute FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that either do not define the term in accordance with the current NAREIT definition or interpret the NAREIT definition differently than we do. FFO and Adjusted FFO do not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to (a) GAAP net income or loss as an indication of our financial performance or (b) GAAP cash flows from operating activities as a measure of our liquidity, nor is it indicative of funds available to satisfy our cash needs, including our ability to make cash distributions. However, to facilitate a clear understanding of our historical operating results, we believe that FFO and Adjusted FFO should be considered along with our net income or loss and cash flows reported in the consolidated financial statements.

The following table reconciles net income (loss) to FFO and Adjusted FFO (in thousands):


	Three Months Ended March 31,
		2025		2024
Net income (loss)		$	(22,198)	$	72,405
(Income) loss attributable to noncontrolling interest in consolidated entities		1,776		9
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership		451		(853)
Preferred dividends		(6,729)		(5,011)
Deemed dividends on redeemable preferred stock		(1,057)		(682)
Gain (loss) on extinguishment of preferred stock		—		1,573
Net income (loss) attributable to common stockholders		(27,757)		67,441
Depreciation and amortization of real estate		36,550		40,544
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties		(31,868)		(6,956)
(Gain) loss on derecognition of assets		(10,046)		(133,909)
Net income (loss) attributable to redeemable noncontrolling interests in operating partnership		(451)		853
Equity in (earnings) loss of unconsolidated entities		431		534


Company’s portion of FFO of unconsolidated entities		(233)		(407)
FFO available to common stockholders and OP unitholders		(33,374)		(31,900)
Deemed dividends on redeemable preferred stock		1,057		682
(Gain) loss on extinguishment of preferred stock		—		(1,573)
Transaction and conversion costs		1,928		4,956
Write-off of premiums, loan costs and exit fees		4,597		18
Unrealized (gain) loss on derivatives		3,432		3,953
Stock/unit-based compensation		(54)		564
Legal, advisory and settlement costs		797		—
Other (income) expense, net		—		(35)
Amortization of term loan exit fee		—		844
Amortization of loan costs		5,163		2,208
Advisory services incentive fee		93		—
Stirling performance participation fee		116		—

(Gain) loss on extinguishment of debt		13		(45)

Interest expense associated with hotels in receivership		10,046		6,551

Severance		521		—


Company’s portion of adjustments to FFO of unconsolidated entities		40		—
Adjusted FFO available to common stockholders and OP unitholders		$	(5,625)	$	(13,777)

HOTEL PORTFOLIO

The following table presents certain information related to our hotel properties as of March 31, 2025:


Hotel Property	Location	Service Type	Total Rooms	% Owned	Owned Rooms

Fee Simple Properties
Embassy Suites	Austin, TX	Full-service	150	100	150
Embassy Suites	Dallas, TX	Full-service	150	100	150
Embassy Suites	Herndon, VA	Full-service	150	100	150
Embassy Suites	Las Vegas, NV	Full-service	220	100	220
Embassy Suites	Houston, TX	Full-service	150	100	150
Embassy Suites	West Palm Beach, FL	Full-service	160	100	160
Embassy Suites	Philadelphia, PA	Full-service	263	100	263
Embassy Suites	Arlington, VA	Full-service	269	100	269
Embassy Suites	Portland, OR	Full-service	276	100	276
Embassy Suites	Santa Clara, CA	Full-service	258	100	258
Embassy Suites	Orlando, FL	Full-service	174	100	174
Hilton Garden Inn	Jacksonville, FL	Select-service	119	100	119
Hilton Garden Inn	Austin, TX	Select-service	254	100	254
Hilton Garden Inn	Baltimore, MD	Select-service	158	100	158
Hilton Garden Inn	Virginia Beach, VA	Select-service	176	100	176
Hilton	Houston, TX	Full-service	242	100	242


Hotel Property	Location	Service Type	Total Rooms	% Owned	Owned Rooms

Hilton	St. Petersburg, FL	Full-service	333	100	333
Hilton	Santa Fe, NM	Full-service	158	100	158
Hilton	Bloomington, MN	Full-service	300	100	300
Hilton	Costa Mesa, CA	Full-service	486	100	486
Hilton	Parsippany, NJ	Full-service	353	100	353
Hilton	Tampa, FL	Full-service	238	100	238
Hilton	Alexandria, VA	Full-service	252	100	252
Hilton	Santa Cruz, CA	Full-service	178	100	178
Hilton	Ft. Worth, TX	Full-service	294	100	294
Hampton Inn (7)	Buford, GA	Select-service	92	100	92
Hampton Inn	Evansville, IN	Select-service	140	100	140
Hampton Inn	Parsippany, NJ	Select-service	152	100	152
Marriott	Beverly Hills, CA	Full-service	260	100	260
Marriott	Arlington, VA	Full-service	703	100	703
Marriott	Dallas, TX	Full-service	265	100	265
Marriott	Fremont, CA	Full-service	357	100	357
Marriott	Memphis, TN	Full-service	232	100	232
Marriott	Irving, TX	Full-service	499	100	499
Marriott	Omaha, NE	Full-service	300	100	300
Marriott	Sugarland, TX	Full-service	303	100	303
SpringHill Suites by Marriott (7)	Buford, GA	Select-service	97	100	97
Courtyard by Marriott	Bloomington, IN	Select-service	117	100	117
Courtyard by Marriott	Denver, CO	Select-service	202	100	202
Courtyard by Marriott	Gaithersburg, MD	Select-service	210	100	210
Courtyard by Marriott	Crystal City, VA	Select-service	272	100	272
Courtyard by Marriott	Overland Park, KS	Select-service	168	100	168
Courtyard by Marriott	Foothill Ranch, CA	Select-service	156	100	156
Courtyard by Marriott	Alpharetta, GA	Select-service	154	100	154
Marriott Residence Inn	Evansville, IN	Select-service	78	100	78
Marriott Residence Inn	Orlando, FL	Select-service	350	100	350
Marriott Residence Inn	Falls Church, VA	Select-service	159	100	159
Marriott Residence Inn	San Diego, CA	Select-service	150	100	150
Marriott Residence Inn (7)	Jacksonville, FL	Select-service	120	100	120
Marriott Residence Inn (7)	Manchester, CT	Select-service	96	100	96
Sheraton Hotel	Minneapolis, MN	Full-service	220	100	220
Sheraton Hotel	Indianapolis, IN	Full-service	378	100	378
Sheraton Hotel	Anchorage, AK	Full-service	370	100	370
Sheraton Hotel	San Diego, CA	Full-service	260	100	260
Hyatt Regency	Coral Gables, FL	Full-service	254	100	254
Hyatt Regency	Hauppauge, NY	Full-service	358	100	358
Hyatt Regency	Savannah, GA	Full-service	351	100	351
Renaissance	Nashville, TN	Full-service	674	100	674
Annapolis Historic Inn	Annapolis, MD	Full-service	124	100	124
Lakeway Resort & Spa	Austin, TX	Full-service	168	100	168
Silversmith	Chicago, IL	Full-service	144	100	144
The Churchill	Washington, D.C.	Full-service	173	100	173
The Melrose	Washington, D.C.	Full-service	240	100	240
Le Pavillon (1)	New Orleans, LA	Full-service	226	100	226
Westin	Princeton, NJ	Full-service	296	100	296
Hotel Indigo	Atlanta, GA	Full-service	141	100	141
Ritz-Carlton	Atlanta, GA	Full-service	444	100	444
La Posada de Santa Fe	Santa Fe, NM	Full-service	157	100	157

Leasehold Properties
Autograph La Concha (2) (3)	Key West, FL	Full-service	160	100	160
Renaissance (4)	Palm Springs, CA	Full-service	410	100	410
Hilton (5)	Marietta, GA	Full-service	200	100	200

Hotel Property

Location

Service Type

Total Rooms

% Owned

Owned Rooms

Le Meridien (6)

Fort Worth, TX

Full-service

188

Total

17,329

17,196

________

(1) The Company entered into a new franchise agreement with Marriott to convert the Le Pavillon in New Orleans, Louisiana to a Tribute Portfolio property. The conversion was completed in November 2024.

(2) The ground lease expires in 2084.

(3) The Company entered into a franchise agreement with Marriott to convert the La Concha Key West Hotel in Key West, Florida to an Autograph Collection property. The conversion was completed in December 2024.

(4) The ground lease expires in 2083.

(5) The lease expires in 2054 and includes the lease of the land, hotel and conference center (including the building, improvements, furniture, fixtures and equipment).

(6) The lease expires in 2120 and includes the lease of the land and building.

(7) Hotel property owned by Stirling OP, but consolidated by the Company.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our primary market risk exposure consists of changes in interest rates on borrowings under our debt instruments. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates.

As of March 31, 2025, our total indebtedness of $2.7 billion included $2.6 billion of variable-rate debt. The impact on our results of operations of a 25-basis point change in interest rate on the outstanding balance of variable-rate debt at March 31, 2025 would be approximately $6.5 million per year. However, we currently have various interest rate caps in place that limit this exposure. Interest rate changes have no impact on the remaining $88.8 million of fixed-rate debt.

The above amounts were determined based on the impact of hypothetical interest rates on our borrowings and assume no changes in our capital structure. As the information presented above includes only those exposures that existed as of March 31, 2025, it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies in place at the time, and the related interest rates.

ITEM 4.CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2025 (“Evaluation Date”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective: (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

On December 20, 2016, a class action lawsuit was filed against one of the Company’s hotel management companies in the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws, which class action affects nine hotels owned by subsidiaries of the Company. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees of our manager who were allegedly deprived of rest breaks as a result of our manager’s previous written policy requiring its employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees of our manager who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class; however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt-out period has been extended until such time that discovery has concluded. In May 2023, the trial court requested additional briefing from the parties to determine whether the case should be maintained, dismissed, or the class de-certified. After submission of the briefs, the court requested that the parties submit stipulations for the court to rule upon. On February 13, 2024, the judge ordered the parties to submit additional briefing related to on-site breaks. A tentative settlement has been reached subject to the respective parties obtaining various approvals. As of March 31, 2025, the estimated settlement liability amount has been accrued.

During the quarter ended September 30, 2023, we had a cyber incident that resulted in the potential exposure of certain personal information. We have completed an investigation and have identified certain information that may have been exposed and notified potentially impacted individuals pursuant to applicable state guidelines. All systems have been restored. In February of 2024, two class action lawsuits were filed, one in the U.S. District Court for the Northern District of Texas and a second in the 68th District Court for Dallas County related to the cyber incident. The lawsuit filed in the 68th District Court was subsequently dismissed and refiled in the U.S. District Court for the Northern District of Texas. On March 12, 2024, the court ordered the two cases be consolidated. The consolidated case is currently pending in the U.S. District Court for the Northern District of Texas. The parties have reached an agreement, subject to final Court approval, to resolve the class action suit. The amount of the class settlement is approximately $485,000. Ashford Inc. expects the entire settlement amount to be reimbursed through insurance coverage. The hearing for final Court approval of the settlement is scheduled for August 27, 2025.

Our assessment may change depending upon the development of any current or future legal proceedings, and the final results of such legal proceedings cannot be predicted with certainty. If we ultimately do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations or cash flows could be materially adversely affected in future periods.

ITEM 1A.RISK FACTORS

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. As of March 31, 2025, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer

The following table provides the information with respect to purchases and forfeitures of shares of our common stock during each of the months in the first quarter of 2025:


Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan (1)	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan (1)
Common stock:
January 1 to January 31	—		$	—	—	$	200,000
February 1 to February 28	570	(2)	8.23		—	200,000
March 1 to March 31	—		—		—	200,000
Total	570		$	8.23	—

____________________

(1)On April 6, 2022 the board of directors approved a stock repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. The board of directors’ authorization replaced the previous repurchase authorization that the board of directors authorized in December 2017.

(2)Includes 570 shares in February that were withheld to cover tax-withholding requirements related to the vesting of restricted shares of our common stock issued to employees of our advisor pursuant to the Company’s stockholder-approved stock incentive plan.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

Table of Contents

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

Rule 10b5-1 Trading Agreements

During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.

Amendment No. 4 to the Third Amended and Restated Advisory Agreement

The Company, Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford Hospitality Advisors LLC are parties to that certain Third Amended and Restated Advisory Agreement, dated as of March 12, 2024 (as amended, the “Advisory Agreement”).

On May 12, 2025, the parties to the Advisory Agreement entered into Amendment No. 4 to the Advisory Agreement (the “Fourth Amendment”). The Fourth Amendment extends the outside date for which any sale or disposition of any of the Company’s Highland Portfolio and JPM8 hotel properties securing the associated mortgage loans following an event of default (as defined in the Advisory Agreement) would be excluded from the numerator of the calculation of the percentage of gross book value of the Company’s assets sold or disposed (but, for the avoidance of doubt, included in the denominator of such calculation) for purposes of determining whether a Company Change of Control (as defined in the Advisory Agreement) has occurred, from March 31, 2026 to May 31, 2026.

The foregoing description of the Fourth Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fourth Amendment, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

ITEM 6.EXHIBITS


Exhibit						Description
3.1						Articles of Amendment and Restatement, as amended by Amendment Number One to Articles of Amendment and Restatement (incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-3 filed May 15, 2015)

3.2						Amendment Number Two to Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on May 22, 2017) (File No. 00131775)

3.3						Articles of Amendment to the Company’s charter (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on July 1, 2020) (File No. 001-31775)

3.4						Articles of Amendment to the Articles of Amendment and Restatement of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on July 16, 2021) (File No. 001-31775)

3.5						Articles of Amendment to the Articles of Amendment and Restatement of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on October 25, 2024) (File No. 001-31775)

3.6						Articles Supplementary, dated April 28, 2022 (incorporated by reference to Exhibit 4.10 to the Registrant’s Registration Statement on Form S-3, filed on April 29, 2022) (File No. 333-263323)
3.7						Articles Supplementary establishing the Series J Preferred Stock, dated September 14, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on September 14, 2022) (File No. 333-263323)

3.8						Articles Supplementary establishing the Series K Preferred Stock, dated September 14, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, filed on September 14, 2022) (File No. 333-263323)

3.9						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 filed with the SEC on January 23, 2025) (File No. 333-283802)

3.10						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 filed with the SEC on January 23, 2025) (File No. 333-283802)

3.11						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 filed with the SEC on January 23, 2025) (File No. 333-283802)

3.12						Second Amended and Restated Bylaws, as amended by Amendment No. 1 on October 26, 2014, by Amendment No. 2 on October 19, 2015, by Amendment No. 3 on August 2, 2016, by Amendment No. 4 on March 17, 2022, by Amendment No. 5 on February 23, 2023, by Amendment No. 6 on August 8, 2023, by Amendment No. 7 on February 27, 2024 and by Amendment No. 8 on February 25, 2025, adopted on February 25, 2025 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, filed on February 26, 2025) (File No. 01-31775)

Table of Contents


Exhibit						Description
10.1						Amendment No. 3 To the Third Amended and Restated Advisory Agreement, dated March 10, 2025, 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 10.3 to the Registrant’s Form 8-K filed on March 13, 2025 (File No. 001-31775)



















10.2						Limited Waiver Under Advisory Agreement, dated as of March 10 2025, 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 10.2 to the Registrant’s Form 8-K filed on March 13, 2025 (File No. 001-31775)

10.3						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 filed with the SEC on January 23, 2025) (File No. 333-283802)

10.4*						Amendment No. 4 to the Third Amended and Restated Advisory Agreement , dated as of May 12 , 2025, by and among Ashford Hospitality Trust , Inc., Ashford Hospitality Lim ited Par tnership, Ashford TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC

31.1*						Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2*						Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1**						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1						Separation/Consulting Agreement, dated as of June 30, 2024, by and among J. Robison Hays, III, Ashford Hospitality Advisors LLC and Ashford Inc. (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed on July 3, 2024) (File No. 001-31775)

99.2†						Compensatory Arrangement by and between Ashford Inc. and Stephen Zsigray, dated as of October 18, 2024, to be effective as of July 1, 2024 (incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed October 24, 2024) (File No. 001-31775)


The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 are formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements Comprehensive Income (Loss); (iv) Consolidated Statements of Equity (Deficit); (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document	Submitted electronically with this report.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Submitted electronically with this report.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Submitted electronically with this report.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	Submitted electronically with this report.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	Submitted electronically with this report.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

___________________________________

* Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan or arrangement.

Table of Contents

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 thereunto duly authorized.

ASHFORD HOSPITALITY TRUST, INC.

Date:

May 14, 2025

By:

/s/ STEPHEN ZSIGRAY

Stephen Zsigray

President and Chief Executive Officer

Date:

May 14, 2025

By:

/s/ DERIC S. EUBANKS

Deric S. Eubanks

Chief Financial Officer