ASHFORD HOSPITALITY TRUST INC
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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Jun 30, 2025 · Filed Aug 14, 2025
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Agreements
During the three months ended June 30, 2025, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.
Amendment No. 5 to the Third Amended and Restated Advisory Agreement
The Company, Ashford Trust OP, Ashford TRS, Ashford Inc. and Ashford Hospitality Advisors LLC are parties to that certain Third Amended and Restated Advisory Agreement, dated as of August 12, 2024 (as amended, the “Advisory Agreement”).
On August 14, 2025, the parties to the Advisory Agreement entered into Amendment No. 5 to the Advisory Agreement (the “Fifth Amendment”). The Fifth Amendment extends the outside date for which any sale or disposition of any of the Company’s Highland Portfolio and JPM8 hotel properties securing the associated mortgage loans following an event of default (as defined in the Advisory Agreement) would be excluded from the numerator of the calculation of the percentage of gross book value of the Company’s assets sold or disposed (but, for the avoidance of doubt, included in the denominator of such calculation) for purposes of determining whether a Company Change of Control (as defined in the Advisory Agreement) has occurred, from May 31, 2026 to August 15, 2026.
Master Line of Credit Promissory Note
On August 14, 2025, Ashford Trust OP executed a Master Line of Credit Promissory Note (the “Promissory Note”) with Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., allowing Ashford Trust OP to draw up to $20 million in cash through August 15, 2026 to fund Permitted Costs (as defined in the Promissory Note). Funds advanced under the Promissory Note bear interest at an annual rate of 10.0% which may be paid in cash or paid in-kind at Ashford OP’s discretion. The maturity date of the Promissory Note is August 15, 2026, at which time all principal drawn upon and outstanding interest are due and payable. As collateral to secure the repayment of any amounts advanced by Ashford LLC under the Promissory Note, the Company pledged to Ashford LLC the Company’s equity in Ashford Trust OP subject to Ashford LLC’s filing of a financing statement in the appropriate jurisdiction.
The foregoing descriptions of the Fifth Amendment and Promissory Note do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Fifth Amendment and Promissory Note, copies of which are attached hereto as Exhibit 10.5 and Exhibit 10.6 and incorporated herein by reference.
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