02/26/2026 | Press release | Distributed by Public on 02/26/2026 17:14
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
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 Stock Units (2023)(1) | $ 0 (1) | 02/24/2026 | D(5) | 3,560 | 12/31/2025 | 12/31/2025 | Common Stock | 836(4) | (1) | 836(4) | D | ||||
| Performance Stock Units (2023)(1) | $ 0 (1) | 02/24/2026 | M | 836 | 12/31/2025 | 12/31/2025 | Common Stock | 0 | (1) | 0 | D | ||||
| Special Limited Partnership Units(6) | $ 0 (6) | (6) | (9) | Common Stock | 5,795(6) | 5,795(7) | I | DESE II LLC | |||||||
| Common Limited Partnership Units(8) | $ 0 (8) | (8) | (9) | Common Stock | 111.60(8) | 111.60(10) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Eubanks Deric S 14185 DALLAS PARKWAY, SUITE 1200 DALLAS, TX 75254 |
CFO and Treasurer | |||
| /s/ Deric S. Eubanks | 02/26/2026 | |
| **Signature of Reporting Person | Date |
| * | 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 stock unit ("Performance Stock Unit") award granted in 2023 represented a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table. |
| (2) | Represents shares of common stock forfeited to the Issuer to satisfy certain tax-withholding obligations of the Reporting Person arising as a result of the award of dividend equivalent rights and the vesting of Performance Stock Units, restricted stock and common stock held by the Reporting Person. |
| (3) | Represents the closing price of the common stock on February 23, 2026, the last trading day before the date of forfeiture. |
| (4) | Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 250% of the target number of Performance Stock Units reported, 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 returns, the Performance Stock Units, as adjusted, will generally vest on December 31, 2025 (with respect to the 2023 grant). |
| (5) | Represents 3,560 shares that were forfeited due to certain performance criteria of the 2023 Performance Stock Unit award not being met. |
| (6) | 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 (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 8 discussing the convertibility of the Common Units. |
| (7) | 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. |
| (8) | Common Limited Partnership Units ("Common Units") of the Subsidiary. 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. |
| (9) | Neither the Common Units nor the LTIP Units have an expiration date. |
| (10) | Reflects aggregate number of Common Units currently held by the Reporting Person, some of which may have been converted from special long-term incentive partnership units of the Subsidiary by the Reporting Person since the Reporting Person's most recent Form 4 or Form 5 filing. See Footnote 8 discussing the convertibility of the Common Units. |