Material Agreement, Corporate Action (Form 8-K)

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

On December 15, 2025, the Board of Directors (the "Board") of Ashford Hospitality Trust, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share, of the Company (the "Common Stock"), each Right initially representing the right to purchase from the Company one one-thousandth of a share of Series N Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the "Series N Preferred Stock") at a price of $20.00 per one one-thousandth of a share of Series N Preferred Stock (the "Purchase Price"), subject to adjustment as provided in the Rights Agreement (defined below). The dividend is payable to holders of Common Stock of record as of 5:00 p.m. New York City time on December 26, 2025 (the "Record Date"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of December 15, 2025, as the same may be amended from time to time (the "Rights Agreement"), between the Company and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent").

The Rights Agreement is designed to prevent the Company from facing a substantial limitation on its ability to use its Tax Benefits (as such term is defined in the Rights Agreement) to offset potential future income taxes for federal income tax purposes and realize other efficiencies.

The following is a summary of the terms of the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

Effectiveness

The Rights Agreement became effective at 5:00 p.m. New York City time on December 15, 2025 (the "Effective Date"). Upon and following the Effective Date, Rights will be issued in respect of all outstanding shares of Common Stock on the Record Date, and for all shares of Common Stock issued after the Record Date and, subject to the terms described in the Rights Agreement, prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights or the expiration of the Rights as provided by the Rights Agreement.

Distribution and Transfer of Rights; Distribution Date; Rights Certificates

Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and become exercisable at 5:00 p.m. New York City time on the next business day following the earlier of (i) the Flip-In Date (as defined below) or (ii) 10 business days after the date (prior to such time as any person or group of affiliated persons becomes an Acquiring Person), if any, as may be determined by action of the Board, in its sole discretion, following the commencement of, or public announcement of an intention to commence, a tender or exchange offer the consummation of which would result in any person or group of affiliated or associated persons becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"). A person or group of affiliated or associated persons becomes an "Acquiring Person" upon acquiring Beneficial Ownership of 4.99% or more of any class of Company Securities then outstanding, except in certain situations (including a person or group of affiliated or associated persons that currently has Beneficial Ownership of any class of Company Securities then outstanding in excess of such threshold unless and until such person or group becomes the Beneficial Owner of a percentage of any class of Company Securities outstanding that exceeds by 0.5% or more the percentage of any class of Company Securities outstanding that such person or group owned as of the first public announcement of the adoption of the Rights Agreement). For purposes of the Rights Agreement, "Company Securities" means the Common Stock and any other interest that the Board determines would be treated as "stock" of the Company for purposes of Section 382 of the Internal Revenue Code of 1986, as amended (the "Code") (including Treasury Regulation Sections 1.382-2(a)(3) and 1.382-2T(f)(18)).