Ashford Hospitality Trust (AHT) Registration Filing summary

Offering details and pricing

• Up to 12,000,000 shares offered: 8,400,000 Series L and 3,600,000 Series M Preferred Stock at $25.00 per share in the primary offering, plus up to 4,000,000 shares via a dividend reinvestment plan (DRP).

• Series L and Series M have similar rank, stated value, and liquidation preferences, but differ in dividend rates and redemption options.

• Series L: 7.5% annual dividend; Series M: 7.7% annual dividend, increasing by 0.10% per year up to 8.2%.

• No public trading market for the Preferred Stock; redemption by the issuer is likely the only exit.

• Minimum investment is $5,000, with possible waivers at dealer manager discretion.

• The offering is managed on a reasonable best efforts basis by Ashford Securities LLC, an affiliate of Ashford Inc.

Company overview and business model

• Externally advised REIT focused on upscale and upper-upscale full-service hotels in the U.S., primarily under Hilton, Hyatt, Marriott, and IHG brands.

• As of September 30, 2024, owns interests in 68 consolidated hotels (17,051 rooms), plus additional investments in hotel-related entities.

• Operates through Ashford Hospitality Limited Partnership; all hotel operations are managed by third-party or affiliated management companies.

• Key strategies: preserve capital, maintain liquidity, dispose of non-core assets, pursue accretive acquisitions, and access cost-effective capital.

Financial performance and metrics

• Reverse stock split (1-for-10) effective October 25, 2024, reducing outstanding common shares from 55.2 million to 5.5 million.

• Net loss attributable to common stockholders for 2023: $(193.7) million; net loss per share (post-split): $(56.11).

• As of September 30, 2024, total indebtedness was approximately $2.7 billion, including $2.5 billion of variable rate debt.