Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

InnSuites Hospitality Trust (IHT) has a revolving line of credit with an unincorporated affiliate, Rare Earth Financial, LLC (REF), which had a balance of $3,000,000 on August 18, 2026. These two parties entered into a Debt Conversion Agreement executed on August 19, 2026, in which IHT and REF desired to confirm that, as of the Effective Date of August 19, 2026, the unpaid obligations owed directly by IHT to REF which are eligible for conversion under the Agreement equal $3,000,000, consisting of $3,000,000 principal, $0 accrued interest, and $0 other amounts, would be converted into IHT Common Stock. This conversion of Debt to Equity will be equal to 1,829,268 shares of IHT common stock, based on the closing market price of IHT stock, on the NYSE American Exchange, as of August 18, 2026, as agreed upon by the IHT Board of Trustees and the NYSE American.

Item 3.02 Unregistered Sales of Equity Securities.

InnSuites Hospitality Trust (IHT) will be converting $3,000,000 of debt into equity as described above, issuing 1,829,268 shares of IHT common stock in exchange for the aforementioned revolving line of credit with an unincorporated affiliate, Rare Earth Financial, LLC (REF). The balance as of August 18, 2026 was $3,000,000. These two parties entered into a Debt Conversion Agreement and Officer Closing Certificate, fully executed on August 19, 2026. Both documents are included within this filing as Exhibits 10.1 and 10.2, respectively. The conversion of Debt to Equity will be equal to 1,829,268 shares of IHT common stock, based on the closing market price of IHT stock, of $1.64 per share, as of August 18, 2026, as agreed upon by both the IHT Board of Trustees and NYSE American.