Ashford Hospitality Trust Inc.

02/26/2026 | Press release | Distributed by Public on 02/26/2026 17:13

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bennett Monty J
2. Issuer Name and Ticker or Trading Symbol
ASHFORD HOSPITALITY TRUST INC [AHT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
14185 DALLAS PARKWAY,, SUITE 1200
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026
(Street)
DALLAS, TX 75254
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 385 D
Common Stock 761 I By MJB Investments, LP
Common Stock 358 I By Dartmore, LP
Common Stock 74 I By Reserve, LP IV
Common Stock 02/24/2026 J(10) 471 A (10) 471(11) I By Ashford Financial Corporation
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance LTIP Units (2023)(1) $ 0 (1) 02/24/2026 D(3) 20,174.50 12/31/2025 12/31/2025 Common Stock 1,660(2) (1) 1,660(2) I Texas Yarrow LLC - 2023 PS
Performance LTIP Units (2023)(1) $ 0 (1) 02/24/2026 M 1,660 12/31/2025 12/31/2025 Common Stock 0 (1) 0 I Texas Yarrow LLC - 2023 PS
Special Limited Partnership Units(4) $ 0 (7) 02/24/2026 M 1,660 (4) (5) Common Stock 1,660(7) $ 0 (7) 1,660(8) I Texas Yarrow LLC - 2023 PS
Special Limited Partnership Units(4) $ 0 (4) (4) (5) Common Stock 13,085(4) 13,085(6) I Texas Yarrow LLC - 2022 PS
Special Limited Partnership Units(4) $ 0 (4) (4) (5) Common Stock 8,550.40(4) 8,550.40(6) I Texas Yarrow LLC - 2021 PS
Special Limited Partnership Units(4) $ 0 (4) (4) (5) Common Stock 200.30(4) 200.30(6) D
Special Limited Partnership Units(4) $ 0 (4) (4) (5) Common Stock 714.80(4) 714.80(6) I By MJB Operating, LP
Common Limited Partnership Units(7) $ 0 (7) (7) (5) Common Stock 966.80(7) 966.80(8) I By MJB Operating, LP
Common Limited Partnership Units(7) $ 0 (7) (7) (5) Common Stock 2,535.90(7) 2,535.90(8) I By Dartmore, LP
Common Limited Partnership Units(7) $ 0 (7) (7) (5) Common Stock 177.10(7) 177.10(8) I By MJB Investments, LP
Common Limited Partnership Units(7) $ 0 (7) (7) (5) Common Stock 549.70(7) 549.70(8) I By Reserve, LP IV
Common Limited Partnership Units(7) $ 0 (7) (7) (5) Common Stock 396.80(7) 396.80(8) I By Reserve, LP III
Common Limited Partnership Units(7) $ 0 (7) 02/24/2026 J(9) 471.60 (7) (5) Common Stock 471.60 (10) 0 I By Ashford Financial Corporation

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bennett Monty J
14185 DALLAS PARKWAY,
SUITE 1200
DALLAS, TX 75254
X

Signatures

/s/ Monty J. Bennett 02/26/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each performance LTIP unit ("Performance LTIP Unit") award represented a special long-term incentive partnership unit ("LTIP Unit") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"), subject to specified performance-based vesting criteria.
(2) Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 250% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 250% of the target number of Performance LTIP Units, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units will generally vest on December 31, 2025 (with respect to the 2023 grant). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 7 discussing the convertibility of the Common Units.
(3) Represents 20,174.50 Performance LTIP Units that were forfeited due to certain performance criteria of the 2023 Performance LTIP Unit award not being met.
(4) Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units, are convertible into Common Units at the option of the Reporting Person. See Footnote 7 discussing the convertibility of the Common Units.
(5) Neither the Common Units nor the LTIP Units have an expiration date.
(6) Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Units, (ii) have not yet achieved parity with the Common Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes.
(7) Common Limited Partnership Units of the Subsidiary ("Common Units"). Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.
(8) Reflects the aggregate number of Common Units currently held directly or indirectly, as noted, by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 7 discussing the convertibility of the Common Units.
(9) Represents Common Units redeemed by the Issuer on February 24, 2026 for 471 shares of the Issuer's common stock. Such transaction is further reflected in Table I above (see also footnote 10).
(10) Represents shares of common stock issued by the Issuer in connection with the Issuer's redemption of 471.6 Common Units of the Subsidiary. Such Common Units were redeemable, at the option of the Issuer, for 471 shares of the Issuer's common stock on a one-for-one basis, while rounding down fractional Common Units.
(11) Reflects only the Reporting Person's pecuniary interest in the shares of common stock held directly by Ashford Financial Corporation. The Reporting Person hereby disclaims any interest in all other securities of the Issuer held directly by Ashford Financial Corporation.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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