Asset Transaction (Form 8-K)

On September 25, 2026, Ashford Hospitality Trust, Inc. ("Ashford Trust" or the "Company") completed the sale of the 220-room Embassy Suites Las Vegas located in Las Vegas, Nevada ("Embassy Suites Las Vegas ") for total consideration of approximately $42.7 million in cash, net of selling expenses. Additionally, the Company paid approximately $41.2 million to the mortgage lender. The mortgage loan is secured by seven hotels including Embassy Suites Las Vegas.

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 Las Vegas 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 Las Vegas 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 CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2026

(in thousands, except share and per share amounts)

			Ashford Trust Consolidated Historical (A)						Embassy Suites Las Vegas (B)						Adjustments						Ashford Trust Consolidated Pro Forma
ASSETS
Investments in hotel properties, gross ($82,787 attributable to VIEs)			$	2,291,237					$	23,862					$	-					$	2,267,375
Accumulated depreciation ($(7,631) attributable to VIEs)			(747,916)						(12,583)						-						(735,333)
Investments in hotel properties, net ($75,156 attributable to VIEs)			1,543,321						11,279						-						1,532,042
Contract asset			368,298						-						-						368,298
Cash and cash equivalents ($1,563 attributable to VIEs)			72,510						750						42,660			(C) (i)			72,561
															(686)			(C) (i)
															(41,173)			(C) (ii)
Restricted cash ($4,260 attributable to VIEs)			136,985						-						-						136,985
Accounts receivable ($220 attributable to VIEs), net of allowance of $213			38,883						951						-						37,932
Inventories ($24 attributable to VIEs)			2,672						47						-						2,625
Notes receivable, net			12,880						-						-						12,880
Investments in unconsolidated entities			7,110						-						-						7,110
Deferred costs, net ($79 attributable to VIEs)			837						4						-						833
Derivative assets			1,256						-						-						1,256
Operating lease right-of-use assets			37,283						-						-						37,283
Prepaid expenses and other assets ($107 attributable to VIEs)			17,124						180						-						16,944
Due from related parties, net			980						(146)						-						1,126
Due from third-party hotel managers			24,240						-						-						24,240
Assets held for sale			70,071						-						-						70,071
Total assets			$	2,334,450					$	13,065					$	801					$	2,322,186
LIABILITIES AND EQUITY/DEFICIT
Liabilities:
Indebtedness, net ($15,586 attributable to VIEs)			$	1,905,747					$	26,072					$	(14,948)		(C) (ii)			$	1,864,727
Debt associated with hotels in receivership			273,971						-						-						273,971
Finance lease liability			17,258						-						-						17,258
Accounts payable and accrued expenses ($15,773 attributable to VIEs)			114,368						2,218						-						112,150
Accrued interest payable ($146 attributable to VIEs)			31,224						250						-						30,974
Accrued interest associated with hotels in receivership			94,327						-						-						94,327
Dividends and distributions payable			4,247						-						-						4,247
Due to Ashford Inc., net			52,552						-						-						52,552
Due to related parties, net ($3,654 attributable to VIEs)			-						-						-						-
Due to third-party hotel managers			1,157						-						-						1,157
Operating lease liabilities			37,676						-						-						37,676
Other liabilities ($28,942 attributable to VIEs)			36,624						-						-						36,624
Liabilities related to assets held for sale			74,813						-						-						74,813
Total liabilities			2,643,964						28,540						(14,948)						2,600,476
Commitments and contingencies
Redeemable noncontrolling interests in operating partnership			20,800						-						-						20,800
Series J Redeemable Preferred Stock, $0.01 par value, 7,684,197 shares issued and outstanding at June 30, 2026			187,498						-						-						187,498
Series K Redeemable Preferred Stock, $0.01 par value, 731,102 shares issued and outstanding at June 30, 2026			18,972						-						-						18,972
Series L Redeemable Preferred Stock, $0.01 par value, 238,191 shares issued and outstanding at June 30, 2026			5,658						-						-						5,658
Series M Redeemable Preferred Stock, $0.01 par value, 550,888 shares issued and outstanding at June 30, 2026			14,096						-						-						14,096
Equity (deficit):
Preferred stock, $0.01 par value, 55,000,000 shares authorized:
Series D Cumulative Preferred Stock, 1,111,127 shares issued and outstanding at June 30, 2026			11						-						-						11
Series F Cumulative Preferred Stock, 1,037,044 shares issued and outstanding at June 30, 2026			10						-						-						10
Series G Cumulative Preferred Stock, 1,470,948 shares issued and outstanding at June 30, 2026			15						-						-						15
Series H Cumulative Preferred Stock, 1,037,956 shares issued and outstanding at June 30, 2026			10						-						-						10
Series I Cumulative Preferred Stock, 1,034,303 shares issued and outstanding at June 30, 2026			11						-						-						11
Common stock, $0.01 par value, 395,000,000 shares authorized, 6,476,491 shares issued and outstanding at June 30, 2026			65						-						-						65
Additional paid-in capital			2,402,052						(15,475)						11,283			(C) (i)			2,402,052
															(686)			(C) (i)
															(26,072)			(C) (ii)
Accumulated deficit			(2,973,059)						-						31,377			(C) (i)			(2,941,835)
															(153)			(C) (ii)
Total stockholders' equity (deficit) of the Company			(570,885)						(15,475)						15,749						(539,661)
Noncontrolling interest in consolidated entities			14,347						-						-						14,347
Total equity (deficit)			(556,538)						(15,475)						15,749						(525,314)
Total liabilities and equity/deficit			$	2,334,450					$	13,065					$	801					$	2,322,186

See accompanying notes.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(A)Represents the historical consolidated balance sheet of Ashford Trust as of June 30, 2026, as reported in its Quarterly Report on Form 10-Q, filed on August 12, 2026.

(B)Represents the removal of the historical balance sheet of Embassy Suites Las Vegas as of June 30, 2026.

(C)Represents adjustments for Ashford Trust's disposition of Embassy Suites Las Vegas as of June 30, 2026, which includes: (i) an adjustment for the cash consideration received of approximately $42.7 million, net of selling expenses and cash of approximately $686,000 paid for hotel net working capital and (ii) the cash paid to repay the mortgage loan partially secured by Embassy Suites Las Vegas.

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ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2025

(in thousands, except per share amounts)

			Ashford Trust Consolidated Historical (A)						Embassy Suites Las Vegas (B)						Adjustments						Ashford Trust Consolidated Pro Forma
REVENUE
Rooms			$	825,623					$	11,075					$	-					$	814,548
Food and beverage			207,588						1,080						-						206,508
Other hotel revenue			69,643						720						-						68,923
Total hotel revenue			1,102,854						12,875						-						1,089,979
Other			1,534						-						-						1,534
Total revenue			1,104,388						12,875						-						1,091,513
EXPENSES
Hotel operating expenses:
Rooms			198,106						2,672						-						195,434
Food and beverage			139,828						586						-						139,242
Other expenses			392,070						4,853						-						387,217
Management fees			38,264						385						-						37,879
Total hotel expenses			768,268						8,496						-						759,772
Property taxes, insurance and other			59,793						399						-						59,394
Depreciation and amortization			141,295						909						-						140,386
Impairment charges			67,648						-						-						67,648
Advisory services fee			49,039						-						-						49,039
Corporate, general and administrative			20,783						-						-						20,783
Total operating expenses			1,106,826						9,804						-						1,097,022
Gain (loss) on consolidation of VIE and disposition of assets and hotel properties			79,799						-						31,377			(C) (i)			111,176
Gain (loss) on derecognition of assets			39,054						-						-						39,054
OPERATING INCOME (LOSS)			116,415						3,071						31,377						144,721
Equity in earnings (loss) of unconsolidated entities			(325)						-						-						(325)
Interest income			4,739						-						-						4,739
Interest expense and amortization of discounts and loan costs			(256,229)						(2,820)						-						(253,409)
Interest expense associated with hotels in receivership			(39,038)						-						-						(39,038)
Write-off of premiums, loan costs and exit fees			(8,853)						(194)						-						(8,659)
Gain (loss) on extinguishment of debt			335						-						(153)			(C) (ii)			182
Realized and unrealized gain (loss) on derivatives			(5,346)						-						-						(5,346)
INCOME (LOSS) BEFORE INCOME TAXES			(188,302)						57						31,224						(157,135)
Income tax (expense) benefit			143						-						-						143
NET INCOME (LOSS)			(188,159)						57						31,224						(156,992)
(Income) loss attributable to noncontrolling interest in consolidated entities			5,058						-						-						5,058
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership			3,262						-						(446)			(C) (iv)			2,816
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY			(179,839)						57						30,778						(149,118)
Preferred dividends			(28,216)						-						-						(28,216)
Deemed dividends on redeemable preferred stock			(6,949)						-						-						(6,949)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS			$	(215,004)					$	57					$	30,778					$	(184,283)
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders			$	(35.99)																	$	(30.85)
Weighted average common shares outstanding-basic			5,974																		5,974
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders			$	(35.99)																	$	(30.85)
Weighted average common shares outstanding-diluted			5,974																		5,974

See accompanying notes.

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ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Six Months Ended June 30, 2026

(in thousands, except per share amounts)

			Ashford Trust Consolidated Historical (A)						Embassy Suites Las Vegas (B)						Adjustments						Ashford Trust Consolidated Pro Forma
REVENUE
Rooms			$	409,643					$	5,891					$	-					$	403,752
Food and beverage			98,577						731						-						97,846
Other hotel revenue			32,425						347						-						32,078
Total hotel revenue			540,645						6,969						-						533,676
Other			327						-						-						327
Total revenue			540,972						6,969						-						534,003
EXPENSES
Hotel operating expenses:
Rooms			92,222						1,244						-						90,978
Food and beverage			65,571						332						-						65,239
Other expenses			181,168						2,345						-						178,823
Management fees			18,624						208						-						18,416
Total hotel expenses			357,585						4,129						-						353,456
Property taxes, insurance and other			28,073						238						-						27,835
Depreciation and amortization			60,634						481						-						60,153
Impairment charges			112,649						-						-						112,649
Advisory services fee			34,222						-						-						34,222
Corporate, general and administrative			2,927						-						-						2,927
Total operating expenses			596,090						4,848						-						591,242
Gain (loss) on disposition of assets and hotel properties			250,076						-						-						250,076
Gain (loss) on derecognition of assets			14,618						-						-						14,618
OPERATING INCOME (LOSS)			209,576						2,121						-						207,455
Equity in earnings (loss) of unconsolidated entities			(155)						-						-						(155)
Interest income			1,969						-						-						1,969
Other income (expense)			3,223						-						-						3,223
Interest expense and amortization of discounts and loan costs			(129,224)						(1,560)						-						(127,664)
Interest expense associated with hotels in receivership			(15,427)						-						-						(15,427)
Write-off of premiums, loan costs and exit fees			(1,559)						(73)						-						(1,486)
Gain (loss) on extinguishment of debt			(1,975)						-						-						(1,975)
Realized and unrealized gain (loss) on derivatives			801						-						-						801
INCOME (LOSS) BEFORE INCOME TAXES			67,229						488						-						66,741
Income tax (expense) benefit			(3,305)						-						74			(C) (iii)			(3,231)
NET INCOME (LOSS)			63,924						488						74						63,510
(Income) loss attributable to noncontrolling interest in consolidated entities			996						-						-						996
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership			(699)						-						6			(C) (iv)			(693)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY			64,221						488						80						63,813
Preferred dividends			(5,428)						-						-						(5,428)
Deemed dividends on redeemable preferred stock			(9,200)						-						-						(9,200)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS			$	49,593					$	488					$	80					$	49,185
INCOME (LOSS) PER SHARE - BASIC:
Net income (loss) attributable to common stockholders			$	7.70																	$	7.64
Weighted average common shares outstanding-basic			6,442																		6,442
INCOME (LOSS) PER SHARE - DILUTED:
Net income (loss) attributable to common stockholders			$	0.70																	$	0.70
Weighted average common shares outstanding-diluted			83,944																		83,944

See accompanying notes.

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NOTES TO UNAUDITED PRO FORMA CONDENSED 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 six months ended June 30, 2026, filed on August 12, 2026.

(B)Represents the removal of the historical consolidated statements of operations of Embassy Suites Las Vegas 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 Las Vegas, which includes: (i) the estimated non-recurring gain on the disposition of Embassy Suites Las Vegas 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 Las Vegas, 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 Las Vegas is preliminary. The actual results may differ from the amounts reflected in the pro forma financial statements.

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