Preferred Stock Purchase Rights
New York Stock Exchange ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On October 6, 2026, Ashford Philly LP, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the Embassy Suites Philadelphia Hotel located in Philadelphia, Pennsylvania pursuant to an Agreement of Purchase and Sale, dated as of July 27, 2026, by and between Ashford Philly LP, as seller, and SSN 9000 Bartram Road LLC, as purchaser, for approximately $26.0 million in cash, subject to customary pro-rations and adjustments.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(b) The unaudited pro forma financial information for the Company as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
EX-99.1 ahtesphillyproformas.htm EX-99.1
Document EXHIBIT 99.1 On October 6, 2026, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) completed the sale of the 263-room Embassy Suites Philadelphia Airport located in Philadelphia, Pennsylvania (“Embassy Suites Philadelphia Airport”) for total consideration of approximately $25.2 million in cash, net of selling expenses. Additionally, the Company paid approximately $24.6 million to the mortgage lender. The mortgage loan is secured by 12 hotels including Embassy Suites Philadelphia Airport.
The following unaudited pro forma financial information of the Company, as of and for the six months ended June 30, 2026, and for the year ended December 31, 2025, has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the disposition occurred on the date indicated or what may result in the future. The unaudited pro forma consolidated balance sheet assumes the disposition closed on June 30, 2026. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, and the six months ended June 30, 2026, assume the disposition closed on January 1, 2025. The unaudited pro forma financial information of the Company reflects the removal of the assets and liabilities of Embassy Suites Philadelphia Airport and its results of operations, which reflects a non-recurring gain associated with the disposition of the hotel property for the year ended December 31, 2025. The pro forma gain and the related tax effects resulting from the disposition of Embassy Suites Philadelphia Airport are preliminary. Therefore, the actual results may differ from the amounts reflected in the pro forma financial statements. There are no other non-recurring items associated with the transaction.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (A) Represents the historical consolidated statement of operations of Ashford Trust for the year ended December 31, 2025, as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 23, 2026 and the historical consolidated statement of operations of Ashford Trust for the six months ended June 30, 2026, as reported in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed on August 12, 2026.
(B) Represents the removal of the historical consolidated statements of operations of Embassy Suites Philadelphia Airport for the year ended December 31, 2025 and the six months ended June 30, 2026.
(C) Represents adjustments for the Company’s sale of Embassy Suites Philadelphia Airport, which includes: (i) the estimated non-recurring gain on the disposition of Embassy Suites Philadelphia Airport for the year ended December 31, 2025; (ii) an adjustment for write-off of loan costs; (iii) an adjustment for the estimated tax effect of the hotel no longer being part of the consolidated group for the six months ended June 30, 2026; and (iv) the net (income) loss allocated to redeemable noncontrolling interests in operating partnership related to the disposition of Embassy Suites Philadelphia Airport, including the estimated non-recurring gain for the year ended December 31, 2025, based on an ownership percentage of 1.43% for the year ended December 31, 2025 and 1.41% for the six months ended June 30, 2026. There was no material estimated tax effect of the hotel no longer being part of the consolidated group for the year ended December 31, 2025. The pro forma gain resulting from the disposition of Embassy Suites Philadelphia Airport is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.